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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 |
