Cyngn Inc. Faces Listing Rule Scrutiny, Votes Ahead

TL;DR

Cyngn's on thin ice with listing rules, shareholders voting soon.

AI Summary

Cyngn Inc. filed an 8-K on June 25, 2024, reporting on events that occurred on June 21, 2024. The filing indicates a potential delisting or failure to meet continued listing standards, and also covers the submission of matters to a vote of security holders. The company is incorporated in Delaware and its principal executive offices are located at 1015 O'Brien Drive, Menlo Park, CA.

Why It Matters

This filing signals potential challenges with Cyngn's stock exchange listing, which could impact its market accessibility and investor confidence.

Risk Assessment

Risk Level: high — The filing explicitly mentions 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating significant risk to the company's stock exchange status.

Key Players & Entities

• Cyngn Inc. (company) — Registrant
• June 21, 2024 (date) — Earliest event date
• June 25, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 1015 O'Brien Drive, Menlo Park, CA 94025 (address) — Principal executive offices

FAQ

Key Financial Figures

• $1.00 — Company's common stock had closed below $1.00 for the previous 30 consecutive busines
• $0.10 — Company's common stock had closed below $0.10 per share for the 10-consecutive tradin

Filing Documents

• ea0208485-8k_cyngn.htm (8-K) — 57KB
• 0001213900-24-055825.txt ( ) — 229KB
• cyn-20240621.xsd (EX-101.SCH) — 3KB
• cyn-20240621_lab.xml (EX-101.LAB) — 33KB
• cyn-20240621_pre.xml (EX-101.PRE) — 22KB
• ea0208485-8k_cyngn_htm.xml (XML) — 4KB

From the Filing

UNITED 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): June 21, 2024 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.) 1015 O'Brien Dr. Menlo Park , CA 94025 (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on August 24, 2023, Cyngn Inc. (the "Company") received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market (the "Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company's common stock had closed below $1.00 for the previous 30 consecutive business days (the "Bid Price Rule"). The Company was given until February 20, 2024, to regain compliance with the Bid Price Rule. On February 21, 2024, the Company received notice from Nasdaq that the Company had been granted an additional 180-day grace period, or until August 19, 2024, to regain compliance with the Bid Price Rule. On June 21, 2024, the Company received notice from the Staff indicating that the bid price for the Company's common stock had closed below $0.10 per share for the 10-consecutive trading day period ended June 20, 2024 and, accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stock Rule") and its securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"). The Company plans to timely request a hearing before the Panel, which request will stay any further action by Nasdaq at least until the hearing is held and the expiration of any extension period that may be granted by the Panel. The Company's common stock will continue to trade on Nasdaq under the symbol "CYN" pending completion of the hearing process. There can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by the Panel. As reported below, the Company received the approval of its stockholders to implement a reverse stock split of the outstanding shares of its common stock within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred (1-for-100) split. The Company intends to expeditiously implement the reverse stock split. Item 5.07 Submission of Matters to a Vote of Security Holders. On June 25, 2024, the Company held its Annual Meeting of Stockholders. A total of 66,465,210 shares of common stock representing 46.95% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid proxies at the annual meeting. Ms. Colleen Cunningham was elected as Class III director of the Company to serve until the Company's 2027 annual meeting of stockholders. The stockholders approved the amendment to the Company's certificate of incorporation, as amended and restated, to increase the number of shares of authorized common stock from 2

View Full Filing

View this 8-K filing on SEC EDGAR