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):
May 14, 2026
EXYN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-43296 |
|
47-2345934 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
2118 Washington Avenue, Suite 1000
Philadelphia, Pennsylvania |
|
19146 |
| (Address of principal executive offices) |
|
(Zip Code) |
(215) 999-0200
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
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 |
|
Name of each exchange
on which registered |
| Common stock, par value $0.0001 per share |
|
EXYN |
|
The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one share of common stock at an exercise price of $9.69 |
|
EXYNW |
|
The Nasdaq Stock Market LLC |
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 x
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 May 14, 2026, Exyn Technologies, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Lucid Capital Markets, LLC (“Lucid”), as representative of the underwriters named therein (the
“Underwriters”), relating to the Company’s previously announced initial public offering (the
“IPO”) of 2,500,000 units (the “Units”), with each Unit consisting of one share
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to
purchase one share of Common Stock (each, a “Warrant”), a form of which was previously filed as an exhibit
to the Company’s registration statement on Form S-1, File No. 333-294453, as amended (the “Registration
Statement”), filed with the U.S. Securities and Exchange Commission (the “Commission”). The
Units were offered to the public at $7.75 per Unit, and the Underwriters purchased the Units from the Company at $7.13 per Unit,
reflecting an underwriting discount of $0.62 per Unit. The Warrants are exercisable immediately upon issuance, expire five years
after the initial issuance date and have an exercise price of $9.69 per share, subject to adjustment. The Company also granted the
Underwriters a 30-day option to purchase up to an additional 375,000 shares of Common Stock and/or Warrants. On May 18, 2026, the
Underwriters exercised their option to purchase an additional 375,000 Warrants at a purchase price of $0.01 per Warrant.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against
(or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).
This description of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference
into this Item 1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the section
entitled “Underwriting” in the Registration Statement.
Also on May 14, 2026, the Company entered into a warrant agency agreement
(the “Warrant Agency Agreement”) with Equiniti Trust Company, LLC (“Equiniti”), as
warrant agent, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants issued in the IPO, a form
of which was previously filed as an exhibit to the Company’s Registration Statement filed with the Commission. Under the Warrant
Agency Agreement, each Warrant entitles the registered holder to purchase one share of Common Stock at an exercise price of $9.69 per
share, subject to adjustment, and the Warrants are exercisable for five years from the date of closing of the IPO.
The Warrant Agency Agreement provides that Warrants may be exercised
by delivering a notice of exercise and paying the exercise price, or by cashless exercise if no effective registration statement or available
prospectus covers the issuance of the shares underlying the Warrants. The Warrant Agency Agreement and form of Warrant provide for customary
anti-dilution and other adjustment provisions.
This description of the Warrant Agency Agreement is qualified in its
entirety by reference to the full text of the Warrant Agency Agreement attached hereto as Exhibit 4.1, which is incorporated by reference
into this Item 1.01.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On May 18, 2026, in connection with the closing of the IPO, the Company
issued to Lucid (and/or its designees) warrants to purchase an aggregate of 71,875 shares of Common Stock (the “Representative’s
Warrants”), a form of which was previously filed as an exhibit to the Registration Statement, at an exercise price of $9.69
per share, as underwriting compensation. The issuance of the Representative’s Warrants (and underlying shares of Common stock) are
exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.
| Item 5.03 |
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On May 18, 2026, in connection with the closing of the IPO, the
Company’s amended and restated certificate of incorporation (the “Certificate”), as filed with the Secretary
of State of the State of Delaware, and the Company’s amended and restated bylaws (the “Bylaws”) became
effective. The Company’s board of directors and shareholders previously approved the Certificate and the Bylaws to be effective
upon the closing of the IPO. The Certificate and the Bylaws are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated
herein by reference.
On May 18, 2026, the Company completed its IPO of 2,500,000 Units,
with each Unit consisting of one share of Common Stock and a Warrant to purchase one share of Common Stock, at a price to the public
of $7.75 per Unit. The gross proceeds to the Company from the IPO were approximately $19.4 million, before deducting underwriting discounts
and commissions and offering expenses payable by the Company.
On May 14, 2026, the Company issued a press release announcing
the pricing of the IPO and on May 18, 2026, the Company issued a press release announcing the closing of the IPO (together, the ”Press
Releases”). The Press Releases are filed as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
No. |
|
Description of Exhibits |
| 1.1 |
|
Underwriting Agreement, dated May 14, 2026, by and among the Registrant and Lucid Capital Markets, LLC,
as representative of the several underwriters named therein. |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of the Registrant. |
| |
|
|
| 3.2 |
|
Amended and Restated Bylaws of the Registrant. |
| |
|
|
| 4.1 |
|
Warrant Agency Agreement, dated May 14, 2026, by and between the Registrant and Equiniti Trust Company,
LLC, as warrant agent. |
| |
|
|
| 99.1 |
|
Press Release, dated May 14, 2026, issued by the Registrant. |
| |
|
|
| 99.2 |
|
Press Release, dated May 18, 2026, issued by the Registrant. |
SIGNATURES
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: May 19, 2026 |
Exyn Technologies, Inc. |
| |
|
|
| |
By: |
/s/ Brandon Torres Declet |
| |
|
Brandon Torres Declet |
Exhibit 99.1

Exyn Announces
Pricing of Initial Public Offering
PHILADELPHIA,
PA—May 14, 2026—Exyn Technologies, Inc. (“Exyn” or the “Company”), a pioneer in multi-platform
robotic autonomy for complex, GPS-denied environments, today announced the pricing of its initial public offering (the “Offering”)
of 2,500,000 units with each unit consisting of one share of its common stock (the “Common Stock”) and one warrant to purchase
one share of its common stock (the “Warrants”) at a public offering price of $7.75 per unit, for total gross proceeds of
approximately $19.4 million, before deducting underwriting discounts and commissions and other offering expenses payable by Exyn. All
of the shares of Common Stock and Warrants are being offered by the Company. In addition, the Company has granted the underwriter a 30-day
option to purchase up to an additional 375,000 shares of its Common Stock and/or 375,000 Warrants at the public offering price, less
the underwriting discounts and commissions.
The
shares of the Company’s Common Stock and Warrants are expected to begin trading on the Nasdaq Capital Market on May 15, 2026,
under the ticker symbols “EXYN” and “EXYNW,” respectively. The Company intends to use the net proceeds from the
Offering for growth capital, working capital, repayment of certain indebtedness, and general corporate purposes. The Offering is expected
to close on or about May 18, 2026, subject to the satisfaction of customary closing conditions.
Lucid
Capital Markets is acting as the sole book-running manager for the Offering.
A
registration statement on Form S-1 (File No. 333-294453) relating to these securities was declared effective by the Securities
and Exchange Commission (“SEC”) on May 14, 2026. The Offering is being made only by means of a prospectus. A preliminary
prospectus related to the Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final
prospectus will be filed with the SEC. Copies of the final prospectus related to the Offering may also be obtained, when available, by
contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
About
Exyn Technologies, Inc.
Exyn
is a robotics and artificial intelligence company developing autonomous mapping and navigation systems for complex, GPS-denied environments.
The Company’s proprietary technology enables aerial and ground robotic systems to navigate, map and collect real-time 3D data in
environments where GPS, communications or prior maps may be unavailable or unreliable.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact contained in this press release, including statements regarding the proposed
Offering of the Company, the Company’s expectations regarding the completion of the Offering, the realization of any potential
advantages, benefits and the impact of, and opportunities created by, the Offering, the ability of the Company to utilize the
proceeds of the Offering in the manner intended, and the Company receiving all necessary approvals for the completion of the
Offering, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important
factors that may cause our actual results, performance, or achievements to be materially different from any future results,
performance, or achievements expressed or implied by the forward-looking statements. Generally, forward-looking statements can be
identified by the use of forward-looking terminology such as "plans", "expects", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or
results "may", "could", "would", "might" or "will be taken", "occur" or
"be achieved" or the negative connotation thereof. The forward-looking statements are based on certain assumptions which
could change materially in the future. You should not place undue reliance on these forward-looking statements.
The
Company does not undertake to update any forward-looking statement or forward-looking information, except in accordance with applicable
securities laws.
Investor
Relations Contact:
Crescendo
Communications, LLC
Email:
exyn@crescendo-ir.com
Tel:
(212) 671-1020
Exhibit 99.2

Exyn Announces
Closing of its Initial Public Offering
PHILADELPHIA, PA—May
18, 2026—Exyn Technologies, Inc. (“Exyn” or the “Company”) (NASDAQ: EXYN, EXYNW), a leader in autonomous
mapping and perception-driven navigation for complex, GPS-denied environments, today announced the closing of its initial public offering
(the “Offering”) of 2,500,000 units, with each unit consisting of one share of its common stock (the “Common Stock”)
and one warrant to purchase one share of its common stock (the “Warrants”) at a public offering price of $7.75 per unit.
The shares of
Common Stock and Warrants began trading on the Nasdaq Capital Market on May 15, 2026, under the ticker symbols “EXYN”
and “EXYNW,” respectively.
The aggregate gross proceeds from the Offering, before deducting underwriting discounts and commissions and other offering expenses payable
by Exyn, were approximately $19.4 million. The Company intends to use the net proceeds from the Offering for growth capital, working capital, repayment of certain indebtedness,
and general corporate purposes.
Lucid Capital Markets
acted as the sole book-running manager for the Offering.
A registration statement
on Form S-1 (File No. 333-294453) relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”)
on May 14, 2026. The Offering was made only by means of a prospectus. The final prospectus related to the Offering was filed
with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the Offering
may also be obtained by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Exyn Technologies
Exyn Technologies, Inc.
(NASDAQ: EXYN, EXYNW) is a leader in autonomous mapping and perception-driven navigation for complex, GPS-denied environments. Powered
by ExynAI, the Company’s autonomy engine, Exyn enables high-accuracy 3D data capture across handheld, backpack, vehicle-mounted,
aerial, and robotic deployments. Exyn serves customers across mining, construction, geospatial, infrastructure, industrial, and mission-critical
environments.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact contained in this press release, including statements regarding the proposed Offering of the Company, the realization
of any potential advantages, benefits and the impact of, and opportunities created by, the Offering, and the ability of the Company to
utilize the proceeds of the Offering in the manner intended, are forward-looking statements. These statements involve known and unknown
risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different
from any future results, performance, or achievements expressed or implied by the forward-looking statements. Generally, forward-looking
statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates",
"believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation
thereof. The forward-looking statements are based on certain assumptions which could change materially in the future. You should not place
undue reliance on these forward-looking statements.
The Company does not
undertake to update any forward-looking statement or forward-looking information, except in accordance with applicable securities laws.
Media Contact
Vanessa Varian
Exyn
vvarian@exyn.com
Investor Contact
Crescendo Communications,
LLC
exyn@crescendo-ir.com
(212) 671-1020