Cyngn Inc. Files 8-K: Rights, Bylaws, and Other Events
Ticker: CYN · Form: 8-K · Filed: Feb 12, 2025 · CIK: 1874097
Sentiment: neutral
Topics: corporate-governance, filing-update, bylaws
Related Tickers: CYN
TL;DR
CYNGN filed an 8-K on Feb 7th, looks like changes to shareholder rights and bylaws.
AI Summary
Cyngn Inc. filed an 8-K on February 12, 2025, reporting events that occurred on February 7, 2025. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also lists other events and financial statements/exhibits.
Why It Matters
This filing signals potential changes in Cyngn Inc.'s corporate structure or security holder rights, which could impact investors and the company's operational framework.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights or amendments to bylaws can introduce uncertainty and potential shifts in corporate governance or financial obligations.
Key Players & Entities
- Cyngn Inc. (company) — Registrant
- February 7, 2025 (date) — Earliest event reported
- February 12, 2025 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
- 1015 O'Brien Drive, Menlo Park, CA 94025 (address) — Principal executive offices
FAQ
What specific material modifications were made to the rights of Cyngn Inc.'s security holders?
The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text excerpt.
Were there any amendments to Cyngn Inc.'s Articles of Incorporation or Bylaws?
Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item information, suggesting such amendments have occurred or are being reported.
What is the exact date of the earliest event reported in this 8-K filing?
The earliest event reported is dated February 7, 2025.
When was this 8-K form filed with the SEC?
This 8-K form was filed on February 12, 2025.
What is Cyngn Inc.'s state of incorporation and principal executive office address?
Cyngn Inc. is incorporated in Delaware and its principal executive offices are located at 1015 O'Brien Drive, Menlo Park, CA 94025.
Filing Stats: 759 words · 3 min read · ~3 pages · Grade level 11 · Accepted 2025-02-12 16:30:08
Filing Documents
- ea0230778-8k_cyngn.htm (8-K) — 28KB
- ea023077801ex3-1_cyngn.htm (EX-3.1) — 13KB
- ea023077801ex99-1_cyngn.htm (EX-99.1) — 10KB
- ex3-1_001.jpg (GRAPHIC) — 20KB
- ex3-1_002.jpg (GRAPHIC) — 15KB
- 0001213900-25-012916.txt ( ) — 279KB
- cyn-20250207.xsd (EX-101.SCH) — 3KB
- cyn-20250207_lab.xml (EX-101.LAB) — 33KB
- cyn-20250207_pre.xml (EX-101.PRE) — 22KB
- ea0230778-8k_cyngn_htm.xml (XML) — 4KB
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 January 30, 2025, Cyngn Inc. (the "Company") held a special stockholder meeting on January 30, 2025, 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 January 30, 2025, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred fifty (1-for-150). On January 30, 2025, the Company's Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-150 ratio (the "Reverse Split") and approved the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Certificate of Incorporation, as amended, of the Company to effect the Reverse Split. On February 7, 2025, the Certificate of Amendment to effect the Reverse Split was filed with the Secretary of State of Delaware. As of February 12, 2025, the Company has 262,773,516 shares of common stock issued and outstanding, which includes shares of common stock that have been issued upon exercise of those certain Series B Warrants issued by the Company pursuant to that certain securities purchase agreement dated December 20, 2025. The implementation of the Reverse Split of its outstanding shares of common stock will take effect in the public markets at the opening of trading on Tuesday, February 18, 2025. Upon effectuation of the Reverse Split, the Company anticipates that it will have 1,751,824 shares of common stock outstanding, not accounting for fractional shares that result from the Reverse Split that are rounded up. 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 Other Events
Item 8.01 Other Events. On February 12, 2025, the Company issued a press release announcing that all outstanding Series B cashless warrants have been fully exercised. A copy of the press release is attached as Exhibit 99.1 hereto.
01 Financial Statement and Exhibits
Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation 99.1 Press Release 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: February 12, 2025 CYNGN INC. By: /s/ Donald Alvarez Donald Alvarez Chief Financial Officer 2