Cyngn Inc. Files 8-K on Security Holder Rights and Bylaws

Ticker: CYN · Form: 8-K · Filed: Jul 9, 2024 · CIK: 1874097

Sentiment: neutral

Topics: corporate-governance, filing, rights

Related Tickers: CYN

TL;DR

CYNGN filed an 8-K on 7/3, changes to security holder rights and bylaws.

AI Summary

Cyngn Inc. filed an 8-K on July 9, 2024, reporting a material modification to the rights of security holders and amendments to its articles of incorporation or bylaws, effective July 3, 2024. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant changes in the company's corporate structure or security holder agreements, which could impact investor rights and the company's governance.

Risk Assessment

Risk Level: medium — Changes to security holder rights and bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

FAQ

What specific modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not elaborated upon in the provided text.

What amendments were made to Cyngn Inc.'s articles of incorporation or bylaws?

The filing states that there were amendments to the articles of incorporation or bylaws, but the exact nature of these amendments is not detailed in the provided excerpt.

What is the effective date of the reported changes?

The earliest event reported in the filing has an effective date of July 3, 2024.

When was this 8-K filing submitted to the SEC?

This Current Report on Form 8-K was filed on July 9, 2024.

Does this filing include financial statements?

Yes, the filing explicitly lists 'Financial Statements and Exhibits' as an item information.

Filing Stats: 610 words · 2 min read · ~2 pages · Grade level 11.1 · Accepted 2024-07-09 17:15:27

Filing Documents

03 Material Modification of Rights to Security Holders

Item 3.03 Material Modification of Rights to Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

03 Amendment to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed on Form 8-K on June 25, 2024, Cyngn Inc. (the "Company") held its annual stockholder meeting on June 25, 2024, at which stockholders voted to authorize the Company's Board of Directors to effect a reverse stock split of the outstanding shares of common stock within one (1) year of June 25, 2024, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred (1-for-100). On June 25, 2024, the Company's Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-100 ratio (the "Reverse Split") and approved the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Fifth Amended and Restated Certificate of Incorporation of the Company to effect the Reverse Split. Effective July 3, 2024, the Certificate of Amendment to effect the Reverse Split, was filed with the Secretary of State of Delaware. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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: July 9, 2024 CYNGN INC. By: /s/ Donald Alvarez Donald Alvarez Chief Financial Officer 2

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