Cyngn Inc. Files 8-K for Material Definitive Agreement

TL;DR

Cyngn Inc. signed a big deal on Dec 30, 2024. 8-K filed.

AI Summary

Cyngn Inc. announced on December 30, 2024, that it entered into a Material Definitive Agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Menlo Park, California.

Why It Matters

This 8-K filing indicates a significant new agreement for Cyngn Inc., which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Cyngn Inc. (company) — Registrant
• December 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Menlo Park, CA (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.00001 — Shares") of its common stock, par value $0.00001 per share ("Common Stock"), at a purcha
• $0.60 — "Common Stock"), at a purchase price of $0.60 per share and 8,350,000 pre-funded warr
• $0.5999 — of Common Stock, at a purchase price of $0.5999 per Pre-Funded Warrant. The Offering w
• $8.1 million — received net proceeds of approximately $8.1 million from the Offering, after deducting the

Filing Documents

• ea0226405-8k_cyngn.htm (8-K) — 30KB
• ea022640501ex4-1_cyngn.htm (EX-4.1) — 102KB
• ea022640501ex10-1_cyngn.htm (EX-10.1) — 215KB
• ea022640501ex10-2_cyngn.htm (EX-10.2) — 61KB
• ea022640501ex99-1_cyngn.htm (EX-99.1) — 10KB
• ea022640501ex99-2_cyngn.htm (EX-99.2) — 11KB
• ex10-2_001.jpg (GRAPHIC) — 12KB
• ex10-2_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-114074.txt ( ) — 727KB
• cyn-20241230.xsd (EX-101.SCH) — 3KB
• cyn-20241230_lab.xml (EX-101.LAB) — 33KB
• cyn-20241230_pre.xml (EX-101.PRE) — 22KB
• ea0226405-8k_cyngn_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2024, Cyngn Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the institutional investors named on the signature page thereto, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the "Offering"), 6,650,000 shares (the "Shares") of its common stock, par value $0.00001 per share ("Common Stock"), at a purchase price of $0.60 per share and 8,350,000 pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock, at a purchase price of $0.5999 per Pre-Funded Warrant. The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-271567), which was originally filed on May 2, 2023, and declared effective by the Securities and Exchange Commission on June 13, 2023, including the Prospectus contained therein and a prospectus supplement dated December 30, 2024 filed with the Securities and Exchange Commission on December 31, 2024. The closing of the Offering occurred on December 31, 2024. The Company received net proceeds of approximately $8.1 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 8% of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent. The foregoing summaries of the Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are subject

01 Other Events

Item 8.01 Other Events. On December 30, 2024, 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 December 31, 2024, 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

01 Financial

Item 9.01 Financial (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 4.1 Form of Pre-Funded 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 30, 2024 99.1 Press Release issued by the Company on December 30, 2024 99.2 Press Release issued by the Company on December 31, 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 31, 2024 CYNGN INC. By: /s/ Donald Alvarez Donald Alvarez Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR