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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): May 14, 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
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 mart 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
2.02 Results of Operations and Financial Condition
On
May 14, 2026, Cyngn Inc. issued a press release announcing its financial results for its first fiscal quarter ended March 31, 2026. The
full text of the press release is furnished herewith as Exhibit 99.1.
The
information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated
by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act
except as expressly set forth in such filing.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated May 14, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
May 21, 2026
| |
CYNGN
INC. |
| |
|
| |
By: |
/s/
Natalie Russell |
| |
|
Natalie
Russell |
| |
|
Chief
Financial Officer |
Exhibit 99.1

Cyngn
Reports 2026 1st Quarter Financial Results
Recent
Operating Highlights:
| ● | Reported
record expansion activity among enterprise customers, including additional autonomous vehicle
deployments at existing customer sites. |
| ● | Expanded
deployment activity across manufacturing, logistics, and agriculture environments, including
new deployments at Vann Family Orchards and a WEG electric motor manufacturing facility. |
| ● | Continued
investment in enterprise fleet management capabilities, including on-prem deployment options
designed to support larger fleet operations and complex customer environments. |
| ● | Demonstrated
accelerating operational utilization across customer sites, with Q1 2026 autonomous missions
completed increasing more than 127% year-over-year and autonomous driving time increasing
more than 60%. |
| ● | Expanded
its intellectual property portfolio with the issuance of its 24th U.S. patent. |
| ● | Strengthened
strategic relationships through continued collaboration with NVIDIA Isaac Sim. |
| ● | Closed
$9.65 million registered direct offering, extending the company’s runway until 2028. |
MOUNTAIN
VIEW, Calif., May 14, 2026 — Cyngn (NASDAQ: CYN) announced continued commercial and operational progress during the first quarter
of 2026, reflecting growing enterprise adoption of its autonomous vehicle solutions and increasing deployment scale across customer environments.
During
the quarter, Cyngn continued deepening its footprint within existing enterprise accounts, expanding autonomous vehicle deployments across
additional routes, workflows, and facilities while enhancing the platform capabilities required to support larger fleet operations. Initial
single-route deployments are increasingly evolving into broader automation initiatives spanning additional workflows, facilities, and
vehicles.
This
expansion dynamic was reflected in customer utilization metrics during the quarter. Across deployed environments, autonomous missions
completed increased more than 127% year-over-year during Q1 2026, while autonomous driving time increased more than 60%. These gains
reflect increasing operational adoption as customer sites transition autonomous vehicles into fuller production use.
Cyngn
also continued expanding its commercial footprint across multiple industrial sectors. During the quarter, the company announced deployments
at Vann Family Orchards and a WEG electric motor manufacturing facility, further extending the reach of its DriveMod Tugger platform
across manufacturing, agriculture, and industrial material handling environments.
Alongside
deployment growth, Cyngn continued investing in enterprise capabilities designed to support larger-scale customer opportunities. The
company expanded development efforts around fleet management, operational scalability, and on-prem deployment configurations, enabling
customers to deploy autonomous vehicle systems within more complex operational and IT environments.
Cyngn
also strengthened its technology and intellectual property position during the quarter. The company was awarded its 24th U.S. patent
and continued collaboration efforts involving NVIDIA Isaac Sim, supporting simulation, validation, and development workflows for autonomous
vehicle deployments.
In
March, Cyngn completed a $9.65 million registered direct
offering, providing additional liquidity to support ongoing operations and growth initiatives, extending its
runway to 2028.
The
company believes these developments position Cyngn to pursue larger enterprise opportunities while deepening expansion within its existing
customer base.
Q1
2026 Three Month Financial Review:
Revenue
in Q1 2026 was $105 thousand compared to $47 thousand in the first quarter of 2025. Similar to prior year, first quarter of 2026 revenue
consisted of EAS software subscriptions from DriveMod tugger vehicle deployments.
Total
costs and expenses in the first quarter were $7.1 million, an increase of $1.8 million or 34% from $5.3 million in the first quarter
of 2025. This increase was due to a $1.0 million increase in general and administrative (G&A) expenses, primarily driven by an increase
in board of director’s pay in lieu of the equity component of the director compensation program for 2025 and an increase in marketing
and advertising expenses. In addition, the company experienced a $0.8 million increase in research and development (R&D), primarily
due to the change in accounting estimate related to capitalized software. There was an increase of $46 thousand in cost of revenue due
to the deployment costs being recognized over the life of the awarded contracts. For the first quarter of 2026, other income (expense),
net was $0.5 million compared to $1.3 million in the first quarter of 2025. The decrease in other income was primarily driven by the
fair value measurement of warrants issued in the first quarter of 2025.
Net
loss for the first quarter was $(6.5) million compared to $(3.9) million in the corresponding quarter of 2025. First quarter net loss
per share was $(0.59), based on basic and diluted weighted average shares outstanding of approximately 11 million in the quarter. This
compares to a net loss per share of $(3.40) in the first quarter of 2025, based on approximately 1.2 million basic and diluted weighted
average shares outstanding.
Balance
Sheet Highlights:
Cyngn’s
unrestricted cash and short-term investments as of March 31, 2026 totaled $44.4 million compared to $34.7 million as of December 31,
2025. At the end of the same period, working capital was $45.8 million and total stockholders’ equity was $50.6 million, as compared
to year-end working capital of $34.4 million and total stockholders’ equity of $38.8 million, respectively as of December 31, 2025.
The Company had no debt as of March 31, 2026 and December 31, 2025 and to date, no member of the current management team has sold any
shares of the Company’s stock.
CYNGN
INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 104,573 | | |
$ | 47,152 | |
| Costs and expenses | |
| | | |
| | |
| Cost of revenue | |
| 57,350 | | |
| 11,813 | |
| Research and development | |
| 2,889,253 | | |
| 2,106,910 | |
| General and administrative | |
| 4,099,741 | | |
| 3,143,462 | |
| Total costs and expenses | |
| 7,046,344 | | |
| 5,262,185 | |
| Loss from operations | |
| (6,941,771 | ) | |
| (5,215,033 | ) |
| | |
| | | |
| | |
| Other income, net | |
| | | |
| | |
| Interest income, net | |
| 22,070 | | |
| 74,819 | |
| Change in fair value of warrant liabilities | |
| ‒ | | |
| 1,136,677 | |
| Other income, net | |
| 432,942 | | |
| 91,890 | |
| Total other income, net | |
| 455,012 | | |
| 1,303,386 | |
| | |
| | | |
| | |
| Net loss | |
$ | (6,486,759 | ) | |
$ | (3,911,647 | ) |
| | |
| | | |
| | |
| Net loss per share attributable to common stockholders, basic and diluted | |
$ | (0.59 | ) | |
$ | (3.40 | ) |
| | |
| | | |
| | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | |
| 11,008,586 | | |
| 1,150,882 | |
CYNGN
INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash and cash equivalents | |
$ | 5,131,502 | | |
$ | 990,023 | |
| Short-term investments | |
| 39,245,418 | | |
| 33,736,091 | |
| Accounts and other receivables | |
| 2,731,893 | | |
| 1,544,213 | |
| Inventory | |
| 1,784,315 | | |
| 2,039,655 | |
| Prepaid expenses and other current assets | |
| 1,034,644 | | |
| 910,605 | |
| TOTAL CURRENT ASSETS | |
| 49,927,772 | | |
| 39,220,587 | |
| | |
| | | |
| | |
| NON-CURRENT ASSETS | |
| | | |
| | |
| Property and equipment, net | |
| 3,467,825 | | |
| 3,268,196 | |
| Right of use asset, net | |
| 5,754,120 | | |
| 5,971,800 | |
| Intangible assets, net | |
| 462,091 | | |
| 466,223 | |
| Other non-current assets | |
| 1,346,084 | | |
| 1,126,409 | |
| TOTAL NON-CURRENT ASSETS | |
| 11,030,120 | | |
| 10,832,628 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 60,957,892 | | |
$ | 50,053,215 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable | |
$ | 372,714 | | |
$ | 217,439 | |
| Deferred revenue | |
| 2,249,955 | | |
| 1,658,015 | |
| Accrued expenses and other current liabilities | |
| 862,020 | | |
| 2,615,734 | |
| Current operating lease liability | |
| 650,312 | | |
| 312,365 | |
| TOTAL CURRENT LIABILITIES | |
| 4,135,001 | | |
| 4,803,553 | |
| | |
| | | |
| | |
| NON-CURRENT LIABILITIES | |
| | | |
| | |
| Non-current operating lease liability | |
| 6,253,061 | | |
| 6,495,256 | |
| TOTAL NON-CURRENT LIABILITIES | |
| 6,253,061 | | |
| 6,495,256 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 10,388,062 | | |
| 11,298,809 | |
| | |
| | | |
| | |
| Commitments and Contingencies (Note 12) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred stock, Par $0.00001, 10 million shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025 | |
| ‒ | | |
| ‒ | |
| Common stock, Par $0.00001; 400,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 13,608,281 and 7,974,380 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| 136 | | |
| 80 | |
| Additional paid-in capital | |
| 273,878,924 | | |
| 255,576,797 | |
| Accumulated deficit | |
| (223,309,230 | ) | |
| (216,822,471 | ) |
| TOTAL STOCKHOLDERS’ DEFICIT | |
| 50,569,830 | | |
| 38,754,406 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 60,957,892 | | |
$ | 50,053,215 | |
CYNGN
INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| | |
Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
| Net loss | |
$ | (6,486,759 | ) | |
$ | (3,911,647 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 316,605 | | |
| 240,907 | |
| Stock-based compensation | |
| 386,289 | | |
| 536,244 | |
| Realized gain on short-term investments | |
| ‒ | | |
| (67,160 | ) |
| Accretion on short-term investments | |
| (432,942 | ) | |
| ‒ | |
| Change in fair value of warrant liability | |
| ‒ | | |
| (1,136,677 | ) |
| Change in assets and liabilities: | |
| | | |
| | |
| Accounts and other receivables | |
| (1,187,681 | ) | |
| ‒ | |
| Inventory | |
| 255,340 | | |
| ‒ | |
| Prepaid expenses, operating lease right-of-use assets, and other assets | |
| (343,714 | ) | |
| (941,529 | ) |
| Accounts payable | |
| 155,275 | | |
| 33,888 | |
| Deferred revenue | |
| 591,940 | | |
| ‒ | |
| Accrued expenses, lease liabilities, and other current liabilities | |
| (1,657,962 | ) | |
| (1,267,094 | ) |
| Net cash used in operating activities | |
| (8,403,609 | ) | |
| (6,513,068 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
| Purchase of property and equipment | |
| (289,489 | ) | |
| (178,453 | ) |
| Acquisition of intangible asset | |
| (4,932 | ) | |
| (655,574 | ) |
| Disposal of assets | |
| ‒ | | |
| 1,960 | |
| Purchase of short-term investments | |
| (20,978,738 | ) | |
| (23,015,397 | ) |
| Proceeds from maturity of short-term investments | |
| 15,902,353 | | |
| 7,746,155 | |
| Net cash used in investing activities | |
| (5,370,806 | ) | |
| (16,101,309 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds from at-the-market equity financing, net of issuance costs | |
| 9,166,427 | | |
| ‒ | |
| Proceeds from public issuance of common stock, net of offering costs | |
| 8,749,467 | | |
| ‒ | |
| Issuance costs for public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants | |
| ‒ | | |
| (1,025 | ) |
| Net cash provided by (used in) financing activities | |
| 17,915,894 | | |
| (1,025 | ) |
| | |
| | | |
| | |
| Net increase (decrease) in cash and cash equivalents | |
| 4,141,479 | | |
| (22,615,402 | ) |
| | |
| | | |
| | |
| Cash and cash equivalents at beginning of period | |
| 990,023 | | |
| 23,617,733 | |
| | |
| | | |
| | |
| Cash and cash equivalents at end of period | |
$ | 5,131,502 | | |
$ | 1,002,331 | |
| | |
| | | |
| | |
| Supplemental disclosure: | |
| | | |
| | |
| Acquisition of property and equipment included in accounts payable and accrued expenses | |
$ | 21,405 | | |
$ | 17,441 | |
About
Cyngn
Cyngn
develops and deploys autonomous vehicle technology for industrial organizations like manufacturers and logistics companies. The Company
addresses significant challenges facing industrial organizations today, such as labor shortages and costly safety incidents.
Cyngn’s
DriveMod technology empowers customers to seamlessly bring self-driving technology to their operations without high upfront costs or
infrastructure installations. DriveMod is currently available on Motrec MT-160 Tuggers and BYD Forklifts.
The DriveMod Tugger hauls up to 12,000 lbs, travels inside and out, and targets a typical payback period of less than 2 years. The DriveMod
Forklift lifts heavy loads that use non-standard pallets and is currently available to select customers.
Investor
Contact:
Natalie
Russell
CFO
investors@cyngn.com
Media
Contact:
Luke Renner
Head
of Marketing
media@cyngn.com
Where
to Find Cyngn:
| ● | Website:
https://cyngn.com |
| ● | LinkedIn:
https://www.linkedin.com/company/cyngn |
| ● | YouTube:
https://www.youtube.com/@cyngnhq |
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that
is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,”
“anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans
to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations
and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially
from those described in the forward-looking statements, including the risk factors described from time to time in the Company’s reports
to the Securities and Exchange Commission (SEC), including, without limitation the risk factors discussed in the Company’s annual report
on Form 10-K filed with the SEC on March 26, 2026. Readers are cautioned that it is not possible to predict or identify all the risks,
uncertainties and other factors that may affect future results. No forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. Cyngn undertakes no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events, or otherwise.