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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):
March 16, 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 Avenue
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
mark 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 March 16, 2026, Cyngn
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the investors
named on the signature page thereto, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”),
1,686,788 shares (the “Shares”) of its common stock, par value $0.00001 per share (“Common Stock”), at a purchase
price of $1.93 per share and 3,313,212 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock,
at a purchase price of $1.92999 per Pre-Funded Warrant.
The Offering was made
pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-290079), which was originally filed on September
5, 2025, and declared effective by the Securities and Exchange Commission on September 18, 2025, including the Prospectus contained therein
and a prospectus supplement dated March 16, 2026 filed with the Securities and Exchange Commission on March 17, 2026.
The closing of the Offering
occurred on March 17, 2026. The Company received net proceeds of approximately $8.8 million from the Offering, after deducting the estimated
offering expenses payable by the Company, including the placement agent fees. The Company intends to use the net proceeds from the Offering
for general corporate purposes, including working capital.
In connection with the
Offering, the Company entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with Aegis Capital Corp.
(the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement
Agent, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering and reimbursed certain
expenses of the Placement Agent.
The foregoing summaries
of the Pre-Funded Warrants, Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are subject to, and
qualified in their entirety by, copies of such documents attached as Exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K, which
are incorporated by reference herein.
Immediately after the
issuance of the Shares and shares of Common Stock issued after the full exercise of the Pre-Funded Warrants issued in the offering, the
Company will have 16,896,493 shares of Common Stock issued and outstanding.
Item 8.01 Other Events.
On March 16, 2026, the
Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is hereby incorporated by reference herein. Also, on March 17, 2026, the Company issued a press release announcing the
closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by
reference herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The following exhibits
are being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Kaufman & Canoles, P.C. |
| 10.1 |
|
Form of Securities Purchase Agreement by and between Cyngn Inc. and the Purchasers |
| 10.2 |
|
Placement Agent Agreement between the Company and Aegis Capital Corp. dated March 16, 2026 |
| 23.1 |
|
Consent of Kaufman & Canoles, P.C. (contained in Exhibit 5.1) |
| 99.1 |
|
Press Release issued by the Company on March 16, 2026 |
| 99.2 |
|
Press Release issued by the Company on March 17, 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: March 17, 2026
| |
CYNGN INC. |
| |
|
| |
By: |
/s/ Natalie Russell |
| |
|
Natalie Russell |
| |
|
Chief Financial Officer |
2
Exhibit 99.1
Cyngn Inc. Announces $9.65 Million Registered Direct Offering,
Priced at the Market Under Nasdaq Rules
MOUNTAIN VIEW, CALIF., MARCH 16, 2026 Cyngn Inc. (NASDAQ:
CYN) today announced that it has entered into definitive agreements in a registered direct offering with for the purchase and sale of
approximately $9.65 million of shares of Common Stock and pre-funded warrants at a price of $1.93 per share of Common Stock. A single
institutional investor acquired greater than ninety percent of the offering, with a high-net-worth individual purchasing the remaining
percent. The entire transaction has been priced at the market under Nasdaq rules.
The offering consisted of the sale of 5,000,000 shares
of Common Stock (or Pre-Funded Warrants). The public offering price per share of Common Stock is $1.93 (or $1.92999 for each Pre-Funded
Warrant, which is equal to the public offering price per share of Common Stock to be sold in the offering minus an exercise price of $0.00001
per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full.
For each Pre-Funded Unit sold in the offering, the number of shares of Common Stock in the offering will be decreased on a one-for-one
basis.
Aggregate gross proceeds to the Company are expected to
be approximately $9.65 million. The transaction is expected to close on or about March 17, 2026, subject to the satisfaction of customary
closing conditions. The Company expects to use the net proceeds from the offering for general corporate purposes and working capital.
Following completion of the offering, the Company will have 16,896,4932 shares of Common Stock issued and outstanding, assuming the exercise
of all Pre-funded Warrants issued in the offering.
Aegis Capital Corp. is acting as exclusive placement agent
for the offering. Kaufman & Canoles, P.C. is acting as counsel to the Company. Greenberg Traurig, P.A. is acting as counsel to Aegis
Capital Corp.
The registered direct offering is being made pursuant to
an effective shelf registration statement on Form S-3 (No. 333-290079) previously filed with the U.S. Securities and Exchange Commission
(SEC) and declared effective by the SEC on September 18, 2025. A final prospectus supplement and accompanying prospectus describing the
terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic
copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital
Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com,
or by telephone at +1 (212) 813-1010.
Interested parties should read in their entirety the prospectus
supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference
in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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, Interim 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 November 14, 2025. 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.
Exhibit 99.2
Cyngn Inc. Announces Closing of $9.65 Million Registered Direct
Offering, Priced at the Market Under Nasdaq Rules
MOUNTAIN VIEW, CALIF., MARCH 17, 2026 Cyngn Inc. (NASDAQ:
CYN) today announced the closing of its previously announced registered direct offering for the purchase and sale of approximately $9.65
million of shares of Common Stock and pre-funded warrants at a price of $1.93 per share of Common Stock. A single institutional investor
acquired greater than ninety percent of the offering, with a high-net-worth individual purchasing the remaining percent. The entire transaction
was priced at the market under Nasdaq rules.
The offering consisted of the sale of 5,000,000 shares
of Common Stock (or Pre-Funded Warrants). The public offering price per share of Common Stock was $1.93 (or $1.92999 for each Pre-Funded
Warrant, which is equal to the public offering price per share of Common Stock sold in the offering minus an exercise price of $0.00001
per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.
For each Pre-Funded Warrant sold in the offering, the number of shares of Common Stock in the offering were decreased on a one-for-one
basis.
Aggregate gross proceeds to the Company were approximately
$9.65 million. The transaction closed on March 17, 2026. The Company intends to use the net proceeds from the offering for general corporate
purposes and working capital. Following completion of the offering, the Company has 16,896,493 shares of Common Stock issued and outstanding,
assuming the exercise of all Pre-funded Warrants issued in the offering.
Aegis Capital Corp. acted as exclusive placement agent
for the offering. Kaufman & Canoles, P.C. acted as counsel to the Company. Greenberg Traurig, P.A. acted as counsel to Aegis Capital
Corp.
The registered direct offering was made pursuant to an
effective shelf registration statement on Form S-3 (No. 333-290079) previously filed with the U.S. Securities and Exchange Commission
(SEC) and declared effective by the SEC on September 18, 2025. A final prospectus supplement and accompanying prospectus describing the
terms of the offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies
of the final prospectus supplement and the accompanying prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate
Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212)
813-1010.
Interested parties should read in their entirety the prospectus
supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference
in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 November 14, 2025. 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.
