false
0001874097
0001874097
2026-11-03
2026-11-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): November
3, 2026
CYNGN INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-40932 |
|
46-2007094 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1344
Terra Bella Avenue
Mountain View, CA 94043
(Address of principal executive offices) (Zip Code)
(650) 924-5905
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
CYN |
|
The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On November 3, 2026, Cyngn
Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting,
the Company’s stockholders were asked to vote upon:
| |
1. | The election of Class II
directors to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor
is duly elected and qualified; |
| 2. | The
approval granting discretionary authority to our Board to (i) amend our certificate of incorporation to combine outstanding shares of
our Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range
of one-for-five (1-for-5) to a maximum of a one-for-one hundred fifty (1-for-150), with the exact ratio to be determined by our Board
in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders
(the “Reverse Stock Split Proposal”); |
| 3. | The
ratification of Baker Tilly US, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
and |
| 4. | The
approval of, if necessary, the adjournment or postponement of the Annual Meeting, to continue to solicit votes for all proposals or to
establish a quorum. |
The results of the matters
voted on at the Annual Meeting, based on the presence in person or by proxy of holders of 6,739,730 of the 15,348,281 shares
of the Company’s Common Stock entitled to vote, were as follows:
| 1. | The
stockholders approved the election of Class II directors to serve a three-year term expiring at the 2029 annual meeting of stockholders
and until such director’s successor is duly elected and qualified. The voting results were as follows: |
| | |
For | | |
Withheld | | |
Broker Non-Votes | |
| Karen Macleod | |
| 2,392,082 | | |
| 667,435 | | |
| 3,680,213 | |
| James McDonnell | |
| 2,784,359 | | |
| 275,158 | | |
| 3,680,213 | |
| 2. | The
stockholders approved the discretionary authority to the Board to (i) amend the Company’s certificate of incorporation to
combine outstanding shares of the Company’s Common Stock into a lesser number of outstanding shares, or a “reverse stock
split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred fifty (1-for-150), with
the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within one
year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”). The voting results were as
follows: |
| For |
|
Against |
|
Abstain |
| 5,531,835 |
|
1,177,034 |
|
30,861 |
| 3. | The
stockholders ratified the appointment of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for
the fiscal year ending December 31, 2026. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
| 6,219,284 |
|
446,503 |
|
73,943 |
| 4. | The
stockholders approved the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for all proposals
or to establish a quorum. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
| 5,709,012 |
|
573,014 |
|
457,704 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November 6, 2026
| |
CYNGN INC. |
| |
|
| |
By: |
/s/ Natalie Russell |
| |
|
Natalie Russell |
| |
|
Chief Financial Officer |
