Cyngn Seeks 4M Share Boost for Equity Plan, Board Backs All Proposals

TL;DR

**Cyngn's proposed 4 million share equity plan increase is a necessary evil for growth, but shareholders should scrutinize the potential dilution before rubber-stamping it.**

AI Summary

Cyngn Inc. (CYN) is holding its Annual Meeting on December 3, 2025, where stockholders will vote on several key proposals. The most significant proposal is an amendment to the 2021 Equity Incentive Plan, seeking to increase the number of shares authorized for issuance by 4,000,000. This expansion of the equity pool could dilute existing shareholders but is intended to attract and retain talent, crucial for a growth-oriented technology company. Stockholders will also elect a Class I director for a three-year term expiring in 2028 and ratify the selection of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors, currently comprising four members including CEO Lior Tal, unanimously recommends voting 'FOR' all proposals, including the equity plan amendment. The company had 7,974,380 shares of common stock outstanding as of the October 14, 2025 record date.

Why It Matters

This DEF 14A filing is critical for investors as it outlines a significant potential dilution event through the proposed 4,000,000 share increase in Cyngn's 2021 Equity Incentive Plan. While such plans are common for tech companies to incentivize employees, this specific increase could impact per-share value and ownership percentages. For employees, a larger equity pool means more opportunities for stock-based compensation, potentially boosting morale and retention in a competitive autonomous vehicle software market. Customers and the broader market will watch to see if this move enables Cyngn to accelerate its product development and market penetration against rivals like Waymo and Aurora, ultimately affecting its long-term viability and innovation capacity.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal 2, which seeks to increase the shares authorized for the 2021 Equity Incentive Plan by 4,000,000. This represents a substantial potential dilution of approximately 50% based on the 7,974,380 shares outstanding as of October 14, 2025, which could negatively impact existing shareholder value. While the Board recommends approval, the magnitude of the increase warrants careful consideration.

Analyst Insight

Investors should carefully evaluate the potential dilution from the 4,000,000 share increase in the 2021 Equity Incentive Plan. While supporting talent retention is important, shareholders should consider if the proposed increase is excessive relative to the company's current market capitalization and growth trajectory, and vote accordingly on Proposal 2.

Key Numbers

• 4,000,000 — Shares to be added to 2021 Equity Incentive Plan (Represents a significant potential dilution for existing shareholders)
• 7,974,380 — Shares of common stock outstanding (As of the record date, October 14, 2025)
• December 3, 2025 — Date of Annual Meeting (When stockholders will vote on proposals)
• 33 1/3% — Quorum requirement (Percentage of outstanding shares needed for the meeting to proceed)
• 3 — Number of years for Class I director term (Term length for the elected director)

Key Players & Entities

• Cyngn Inc. (company) — Registrant and issuer of common stock
• Lior Tal (person) — Chairman and Chief Executive Officer of Cyngn Inc.
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• Nasdaq Stock Market Rules (regulator) — Rules defining 'independent director'
• SEC (regulator) — Securities and Exchange Commission
• Ms. Macleod (person) — Independent director of Cyngn Inc.
• Ms. Cunningham (person) — Independent director of Cyngn Inc.
• Mr. McDonnell (person) — Independent director of Cyngn Inc.
• Board of Directors (company) — Governing body of Cyngn Inc.
• October 14, 2025 (date) — Record date for voting eligibility

FAQ

Industry Context

Cyngn Inc. operates in the autonomous vehicle technology sector, a rapidly evolving industry characterized by significant investment in research and development, intense competition from established automotive manufacturers and other tech startups, and increasing regulatory scrutiny. The company's focus on providing AI-powered autonomous driving solutions for commercial vehicles places it within a niche that is experiencing growing demand for efficiency and safety improvements.

Regulatory Implications

As a company developing autonomous driving technology, Cyngn Inc. is subject to evolving regulations from bodies like the National Highway Traffic Safety Administration (NHTSA) and state-level authorities. Compliance with safety standards and data privacy requirements is critical. Changes in regulatory frameworks could impact the development, testing, and deployment of their autonomous solutions.

What Investors Should Do

1. Vote 'FOR' the amendment to the 2021 Equity Incentive Plan.
2. Vote 'FOR' the election of the Class I director.
3. Vote 'FOR' the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm.

Key Dates

• 2025-12-03: Annual Meeting of Stockholders — Stockholders will vote on key proposals, including an amendment to the 2021 Equity Incentive Plan and the election of a Class I director.
• 2025-10-14: Record Date for Annual Meeting — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-10-22: Mailing of Proxy Materials — Stockholders began receiving proxy materials, including the proxy statement and annual report.
• 2025-10-24: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials online.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including information about executive compensation, director nominees, and matters to be voted on. (This document outlines the proposals and information relevant to Cyngn Inc.'s upcoming annual meeting.)

2021 Equity Incentive Plan

A plan established by Cyngn Inc. to grant equity awards (such as stock options or restricted stock units) to employees, directors, and consultants. (A proposed amendment seeks to increase the number of shares available under this plan, which is a key item for stockholder vote.)

Class I director

A director elected to serve on the company's board of directors for a specific term, typically part of a classified board structure where directors are divided into classes. (Stockholders will vote to elect a Class I director for a three-year term.)

Independent registered public accounting firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Stockholders will ratify the appointment of CBIZ CPAs P.C. as Cyngn's auditor for the upcoming fiscal year.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming Annual Meeting on December 3, 2025, and proposals related to equity incentives, director elections, and auditor ratification. Specific financial performance metrics or comparisons to the previous year's filing (e.g., 2024 DEF 14A) are not detailed within this proxy statement itself, as it primarily serves to solicit votes for the meeting's agenda items. The Annual Report on Form 10-K for the fiscal year ended December 31, 2024, would contain the comparative financial data.

Filing Documents

• ea0261865-01.htm (DEF 14A) — 864KB
• tcyngn_logo.jpg (GRAPHIC) — 50KB
• tlior_sig.jpg (GRAPHIC) — 10KB
• tproxy_001.jpg (GRAPHIC) — 1020KB
• tproxy_002.jpg (GRAPHIC) — 1016KB
• 0001213900-25-101251.txt ( ) — 3754KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION   22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   28 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   30 WHERE YOU CAN FIND MORE INFORMATION ABOUT CYNGN   31 STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS   32 OTHER MATTERS   32 ii Table of Contents 1344 Terra Bella Avenue Mountain View, CA 94043 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS DECEMBER 3, 2025 This proxy statement contains information related to the Annual Meeting of Stockholders of Cyngn Inc. which will be held at 9:00 a.m. Pacific Time at the offices of Cyngn Inc., 1344 Terra Bella Ave., Mountain View, CA 94043, on Wednesday, December 3, 2025, and any postponements or adjournments of the meeting. We first mailed, or made available on the internet, these proxy materials to stockholders on or about October 22, 2025. In this proxy statement, “Company,” “Cyngn,” “we,” “us,” and “our” each refer to Cyngn Inc. and its subsidiaries. ABOUT THE PROXY MATERIALS We are furnishing proxy materials to our stockholders of record on October 14, 2025, primarily via the Internet, instead of mailing printed copies of those materials to each stockholder, in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of stockholders to be held at the offices of Cyngn Inc., 1344 Terra Bella Ave., Mountain View, CA 94043. This proxy is being solicited by the Board, and the cost of solicitation of the proxies will be paid by us. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation. IMPORTANT NOTICE REGARDI

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