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2025-09-05
2025-09-05
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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): September
5, 2025
CYNGN INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-40932 |
|
46-2007094 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
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 1.01 Entry into a Material Definitive
Agreement
On September 5, 2025,
Cyngn Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with
Aegis Capital Corp. (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common
stock having an aggregate offering price of up to $100,000,000 in “at the market” offerings through or to the Agent, as sales
agent or principal. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as
otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares
of common stock sold under the Sales Agreement.
The Company is not obligated
to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given
that the Company will sell any shares of common stock under the Sales Agreement, or, if it does, as to the price or amount of shares
of common stock that it sells or the dates when such sales will take place.
Pursuant to the terms
of the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required to
make because of such liabilities. The Company and the Agent may each terminate the Sales Agreement as provided in the Sales Agreement.
The shares will be issued
pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290079), including the Sales Agreement
prospectus contained therein, filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2025 (the “Registration
Statement”), once the Registration Statement is declared effective by the SEC. A copy of the Sales Agreement is attached as Exhibit
1.1 to the Registration Statement and is incorporated herein by reference.
The Sales Agreement
was filed as an exhibit to the Company’s Registration Statement. The description of the material terms of the Sales Agreement above
is qualified in its entirety by reference to the Sales Agreement filed as Exhibit 1.2 to the Registration Statement.
A copy of the opinion
of Sichenzia Ross Ference Carmel LLP relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement
was filed with the Registration Statement as Exhibit 5.2.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
At-The-Market Issuance Sales Agreement by and between Cyngn Inc. and Aegis Capital Corp., dated September 5, 2025 (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 5, 2025) |
| |
|
|
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP (incorporated by reference to Exhibit 5.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 5, 2025) |
| |
|
|
| 23.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2) |
| |
|
|
| 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: September 5, 2025
| |
CYNGN INC. |
| |
|
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By: |
/s/ Natalie Russell |
| |
|
Natalie Russell |
| |
|
Chief Financial Officer |
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