Cyngn Inc. Files 8-K for Material Definitive Agreement

TL;DR

Cyngn Inc. signed a big deal on Dec 20, 2024. Details TBD.

AI Summary

On December 20, 2024, Cyngn Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, incorporated in Delaware with its principal executive offices in Menlo Park, CA, is involved in computer programming services.

Why It Matters

This filing indicates a significant new agreement for Cyngn Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Numbers

• 001-40932 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-2007094 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cyngn Inc. (company) — Registrant
• December 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Menlo Park, CA (location) — Address of principal executive offices
• 7371 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $1.61 — at a public offering price per Unit of $1.61 with each Unit consisting of one share
• $0.00001 — of one share of common stock, par value $0.00001 per share, of the Company ("Common Stoc
• $2.0125 — of Common Stock at an exercise price of $2.0125 per share and one Series B warrant to p
• $1.6099 — d Units") at a public offering price of $1.6099 per Pre-Funded Unit, with each Pre-Fund
• $0.0001 — of Common Stock at an exercise price of $0.0001 per share, one Series A Warrant and one
• $18.2 m — ny from the Offering were approximately $18.2 million, after deducting placement agent'

Filing Documents

• ea0225677-8k_cyngn.htm (8-K) — 30KB
• ea022567701ex4-1_cyngn.htm (EX-4.1) — 105KB
• ea022567701ex4-2_cyngn.htm (EX-4.2) — 140KB
• ea022567701ex4-3_cyngn.htm (EX-4.3) — 151KB
• ea022567701ex10-1_cyngn.htm (EX-10.1) — 223KB
• ea022567701ex10-2_cyngn.htm (EX-10.2) — 158KB
• ea022567701ex99-1_cyngn.htm (EX-99.1) — 12KB
• ea022567701ex99-2_cyngn.htm (EX-99.2) — 10KB
• ex10-2_001.jpg (GRAPHIC) — 11KB
• ex10-2_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-111988.txt ( ) — 1224KB
• cyn-20241220.xsd (EX-101.SCH) — 3KB
• cyn-20241220_lab.xml (EX-101.LAB) — 33KB
• cyn-20241220_pre.xml (EX-101.PRE) — 22KB
• ea0225677-8k_cyngn_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On December 20, 2024, Cyngn Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Purchasers") for the sale and issuance of (i) 3,076,006 units (the "Units) at a public offering price per Unit of $1.61 with each Unit consisting of one share of common stock, par value $0.00001 per share, of the Company ("Common Stock"), one Series A warrant ("Series A Warrant") to purchase one share of Common Stock at an exercise price of $2.0125 per share and one Series B warrant to purchase one share of Common Stock at an exercise price of $2.0125 ("Series B Warrant" and, together with Series A Warrant, the "Warrants"); and (ii) 9,346,354 pre-funded units (the "Pre-Funded Units") at a public offering price of $1.6099 per Pre-Funded Unit, with each Pre-Funded Unit consisting of one pre-funded warrant (the "Pre-Funded Warrants") exercisable for one share of Common Stock at an exercise price of $0.0001 per share, one Series A Warrant and one Series B Warrant. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Warrants will be exercisable only upon receipt of such stockholder approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market to permit the exercise of the Warrants (the "Warrant Stockholder Approval").The Series A Warrants will be exercisable commencing upon the date of receipt of the Warrant Stockholder Approval (the "Warrant Stockholder Approval Date") until five years after the Warrant Stockholder Approval Date, and the Series B Warrants will be exercisable commencing upon the Warrant Stockholder Approval Date until two and one-half years after the Warrant Stockholder Approval Date. The offering closed on December 23, 2024. The net proceeds to the Company from the Offering were approximately $

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 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 December 19, 2024 99.1 Press Release issued by the Company on December 20, 2024 99.2 Press Release issued by the Company on December 23, 2024 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: December 23, 2024 CYNGN INC. By: /s/ Donald Alvarez Donald Alvarez Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR