[8-K] Cyngn Inc. Reports Material Event

Rhea-AI Filing Summary

Cyngn Inc. rescheduled its 2025 Annual Meeting to December 3, 2025, after canceling the meeting previously set for October 6, 2025. Because the new date is more than 30 days after the prior year’s meeting anniversary, prior submission deadlines no longer apply.

Shareholder proposals or director nominations must be received no later than four calendar days following the date of this report and must comply with SEC rules and the Company’s Amended and Restated Bylaws. The record date and proposals to be considered will be detailed in the forthcoming Definitive Proxy Statement on Schedule 14A.

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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): October 13, 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 5.08 Shareholder Director Nominations.

As disclosed in that Current Report on Form 8-K filed by Cyngn Inc. (the “Company”) with Securities and Exchange Commission (the “Commission”) on October 6, 2025, the Company determined to cancel its 2025 Annual Meeting, which was scheduled to be held on October 6, 2025.

The Company has determined to reschedule its 2025 Annual Meeting and intends to hold the 2025 Annual Meeting on December 3, 2025. The record date for the 2025 Annual Meeting and detailed information regarding the proposals to be presented at the 2025 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Commission. Since the 2025 Annual Meeting will take place more than 30 calendar days following the anniversary of the Company’s last annual meeting of stockholders, the due dates for the submission of any qualified shareholder proposal or qualified shareholder nominations under applicable Commission rules and the Company’s Amended and Restated Bylaws (the “Bylaws”) listed in the Company’s Definitive Proxy Statement on Schedule 14A for its last annual meeting of stockholders, filed with the Commission on May 21, 2024, are no longer applicable. Such nominations or proposals, including any notice on Schedule 14N, are now due to be received by the Company no later than four calendar days following the date this Current Report on Form 8-K and must comply with all of the applicable requirements set forth in the rules and regulations under the Securities Exchange Act of 1934, as amended, and the Bylaws.

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: October 17, 2025

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

FAQ

When will Cyngn (CYN) hold its 2025 Annual Meeting?

The 2025 Annual Meeting is scheduled for December 3, 2025.

What happened to the previously planned 2025 meeting for Cyngn (CYN)?

The Company canceled its prior 2025 Annual Meeting that was scheduled for October 6, 2025.

What is the deadline to submit shareholder proposals or nominations to Cyngn (CYN)?

They must be received no later than four calendar days following the date of this report, in line with SEC rules and the Bylaws.

Where will Cyngn (CYN) disclose the record date and meeting proposals?

These details will appear in the Company’s Definitive Proxy Statement on Schedule 14A.

Do prior submission deadlines for Cyngn’s 2025 meeting still apply?

No. Because the new meeting date is more than 30 days after last year’s anniversary, prior deadlines no longer apply.

What rules govern Cyngn (CYN) shareholder proposals and nominations?

Submissions must comply with SEC rules and the Company’s Amended and Restated Bylaws.