Cyngn Inc. Files 8-K: Director/Officer Changes & Disclosures

Ticker: CYN · Form: 8-K · Filed: Aug 15, 2025 · CIK: 1874097

Sentiment: neutral

Topics: corporate-governance, officer-changes, director-changes, disclosure

Related Tickers: CYN

TL;DR

Cyngn Inc. (CYN) filed an 8-K detailing director/officer changes and other disclosures.

AI Summary

Cyngn Inc. filed an 8-K on August 15, 2025, reporting on events that occurred on August 12, 2025. The filing covers the departure and election of directors, appointment of officers, and compensatory arrangements for certain officers. It also includes a Regulation FD disclosure and financial statements/exhibits.

Why It Matters

Changes in a company's board of directors and executive officers can signal shifts in strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and officer composition can introduce uncertainty about future company direction and stability.

Key Players & Entities

FAQ

What specific changes were made to Cyngn Inc.'s board of directors?

The filing indicates the departure and election of directors, but specific names and the exact nature of the changes are detailed within the report's items.

Were there any new appointments to officer positions at Cyngn Inc.?

Yes, the filing explicitly mentions the appointment of certain officers.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

A Regulation FD Disclosure ensures that material non-public information is broadly disseminated to the public, preventing selective disclosure.

When did the events reported in this 8-K filing occur?

The earliest event reported occurred on August 12, 2025.

What type of financial information is included in this 8-K filing?

The filing includes financial statements and exhibits.

Filing Stats: 1,328 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2025-08-15 16:31:00

Key Financial Figures

Filing Documents

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Financial Officer Effective August 12, 2025, Natalie Russell (age 30) was appointed Chief Financial Officer of Cyngn Inc. (the "Company"). Mrs. Russell, previously served as the Company's Interim Chief Financial Officer since June 6, 2025. Mrs. Russell joined the Company in March 2023 as Director of Accounting. Prior to joining the Company, Mrs. Russell was a Technical Accounting Manager at SOAProjects, Inc., from December 2022 to March 2023, where she specialized in technical accounting research and financial reporting for clients in the technology and life sciences industries. Mrs. Russell began her career in the audit and assurance practice of Ernst & Young from September 2017 to December 2022. Mrs. Russell is a Certified Public Accountant in the state of California. She holds a Bachelor of Science in Business Administration from the University of Dayton. In connection with her appointment as Chief Financial Officer, the Company entered into an offer letter (the "Offer Letter") with Mrs. Russell dated August 12, 2025. Pursuant to the terms of the Offer Letter, Mrs. Russell will receive an annual base salary of $250,000 and will be eligible to receive a pro-rated target discretionary annual bonus of up to 20% of her base salary, based on the Company's performance and her individual performance, subject to the Company's policy for paying bonus and the sole discretion of the Company. In connection with Mrs. Russell's appointment, the Company also entered into a Severance and Change of Control Agreement (the "Severance Agreement") with Mrs. Russell. The Severance Agreement provides for a lump sum payment to the officer if the Company terminates the officer's employment without Cause (as defined in the Severance Agreement), or if the officer terminates its employment for Good Reason (as

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the press release issued by the Company, dated August 14, 2025, relating to Mrs. Russell's appointment as the Chief Financial Officer of the Company is attached hereto as Exhibit 99.1 to this Form 8-K. The information under this Item 7.01 and the press release attached to this Form 8-K as Exhibit 99.1 shall be deemed to be "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Item9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Offer Letter, dated August 12, 2025, between Cyngn Inc. and Natalie Russell 10.2 Severance and Change of Control Agreement, dated August 12, 2025, between Cyngn Inc. and Natalie Russell 99.1 Press Release of Cyngn Inc., dated August 14, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: August 15, 2025 CYNGN INC. By: /s/ Natalie Russell Natalie Russell Chief Financial Officer 3

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