Cyngn (CYN) files ATM Sales Agreement with Aegis on Sept 5, 2025

Cyngn Inc. disclosed an At-The-Market Issuance Sales Agreement with Aegis Capital Corp. dated September 5, 2025, which is incorporated by reference to Exhibit 1.2 of its Form S-3 filed the same day.

Accepted by SEC EDGAR 09/05/2025 - 05:22 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cyngn Inc. disclosed an At-The-Market Issuance Sales Agreement with Aegis Capital Corp. dated September 5, 2025, which is incorporated by reference to Exhibit 1.2 of its Form S-3 filed the same day. Legal opinion and consent from Sichenzia Ross Ference Carmel LLP are incorporated by reference (Exhibits 5.1/23.1). The filing identifies the company’s common stock trading on The Nasdaq Capital Market under the symbol CYN. The filing is brief and primarily lists the agreement and related legal exhibits rather than disclosing specific economic terms, issuance amounts, or planned sales timing.

Positive

• At-The-Market (ATM) agreement with Aegis Capital Corp. dated September 5, 2025 provides a mechanism to raise capital as needed
• Form S-3 registration in place enabling share sales to occur under the ATM when executed

Negative

• No economic terms disclosed in this filing (no shares authorized for sale, pricing, or proceeds stated)
• Potential dilution risk for existing shareholders if shares are sold under the ATM (timing and amount not specified)

Insights

Capital Markets Analyst

TL;DR: Cyngn established an at-the-market sales mechanism with Aegis, enabling flexible equity issuance.

The company filed an At-The-Market Issuance Sales Agreement dated September 5, 2025, incorporated into a Form S-3. This structure allows shares to be sold into the market over time through Aegis, providing a ready channel for raising capital as needed without a single large offering.

Key dependencies and risks include the absence of disclosed issuance caps, target proceeds, or timing in the filing; those metrics determine dilution and capital runway impact. Monitor any subsequent disclosure that states the maximum shares available or actual sales volumes within the next several months.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cyngn (CYN) file on September 5, 2025?

The company filed an At-The-Market Issuance Sales Agreement with Aegis Capital Corp. and incorporated a legal opinion and consent from Sichenzia Ross Ference Carmel LLP by reference to its Form S-3.

Does the filing state how many shares CYN will sell under the ATM?

No. The filing lists the ATM agreement by reference but does not disclose share amounts, pricing, or a maximum proceeds figure.

Under what ticker does Cyngn trade?

Common stock trades on The Nasdaq Capital Market under the symbol CYN.

Is there legal counsel opinion included with the filing?

Yes. An opinion and consent from Sichenzia Ross Ference Carmel LLP are incorporated by reference (Exhibits 5.1 and 23.1).

Does this 8-K disclose any planned timing for equity sales?

No timing for actual sales is disclosed in this filing; it references documentation incorporated into the Form S-3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)

1

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.
	By:	/s/ Natalie Russell
		Natalie Russell
		Chief Financial Officer

2