Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2024

CYNGN INC.

(Exact name of registrant as specified in charter)

Delaware		001-40932		46-2007094
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1015 O’Brien Dr.

Menlo Park, CA 94025

(Address of principal executive offices) (Zip Code)

(650) 924-5905

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CYN		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 8, 2024, Cyngn Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended March 31, 2024. The full text of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description

99.1		Press Release dated May 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 9, 2024	CYNGN INC.

	By:	/s/ Donald Alvarez
		Donald Alvarez
		Chief Financial Officer

Exhibit 99.1

Cyngn Reports First Quarter 2024 Financial Results

MENLO PARK, Calif., May 8, 2024 – Cyngn Inc. (the “Company” or “Cyngn”) (Nasdaq: CYN) today announced its financial results for the fiscal first quarter ended March 31, 2024.

Recent Operating Highlights:

	●	Joined John Deere supply base

	●	Completed initial DriveMod Tugger deployment with Rivian

	●	Received a notice of allowance for a 20th U.S. patent, with 19 U.S. patents granted to-date

	●	RobotLAB joined the Cyngn Distributor Network, establishing an initial fleet for sale to end customers

	●	Released first video footage of AI-powered autonomous DriveMod Tugger by Motrec

	●	Renewed deployment contract with U.S. Continental; 4x gains in efficiency achieved

	●	Released automatic unhitching capabilities for industrial autonomous vehicles

	●	Announced that the next-gen DriveMod Kit will harness Nvidia AI computers

“During the first quarter, we continued the momentum we made during 2023, marked by rapid strides toward broad commercialization,” said Lior Tal, Cyngn’s CEO. “Our success is bolstered by the strength of our ecosystem partners, particularly with MCL Industries who is positioned to build DriveMod Kits at scale, and Motrec as an OEM partner with a long history of providing vehicles to our target markets in manufacturing and logistics.”

“In my recent Business Update, I shed some light on the challenges of the industrial sales cycle—especially for a new, safety-critical technology that offers the competitive advantages that automation does to large enterprises. We remain confident in our ability to grow sales with our target customers, as was exemplified by our achievement of Deere selecting Cyngn to supply DriveMod Tuggers. Similarly, we are working with several customers to advance through the pilot purchase phase and unlock the fleet purchases that will establish our foundation for growth. In parallel, we continue to pursue new prospective customers. Advancements in our mapping and deployment tools have streamlined the demonstration phase that is often required early in the sales process to just a few days, which significantly lowers our customer acquisition costs and enables us to convert more customers to advanced sales discussions.”

Q1 2024 Financial Review:

	●	First quarter revenue was $5.5 thousand compared to $872.8 thousand in the first quarter of 2023. First quarter 2024 revenue consisted of EAS software subscriptions from DriveMod Stock chaser vehicle deployments whereas prior year revenue was primarily the result of NRE contracts.

	●	Total costs and expenses in the first quarter were $6.0 million, down from $6.7 million in the first quarter of 2023. This decrease was primarily due to a $367.5 thousand reduction in G&A expenses and a $502.9 thousand decrease in cost of revenue, offset by an increase in R&D expenses of $124.6 thousand. The decrease in G&A expenses is due to a decrease in personnel costs, reduced premiums for Director and Office Liability Insurance, and savings on general office expenses. The decrease in cost of revenue is driven by the lower costs associated with EAS revenue compared to the NRE contracts in 2023. The increase in R&D expense was primarily driven by personnel costs incurred for additional engineering staff and external contractor costs to support the development of Cyngn’s technology, offset by $102 thousand of capitalized software. Headcount at the end of the first quarter of 2024 was 80 versus 73 from the first quarter of 2023.

	●	Net loss for the first quarter was $(6.0) million compared to $(5.6) million in the corresponding quarter of 2023. First quarter 2024 net loss per share was $(0.08), based on basic and diluted weighted average shares outstanding of approximately 77.1 million in the quarter. This compares to a net loss per share of $(0.15) in the first quarter of 2023, based on approximately 37.7 million basic and diluted weighted average shares outstanding.

Balance Sheet Highlights:

Cyngn’s cash and short-term investments at March 31, 2024 total $4.8 million compared to $8.2 million as of December 31, 2023. At the end of the same period, working capital was $4.6 million and total stockholders’ equity was $8.0 million, as compared to year-end working capital of $7.4 million and total stockholders’ equity of $10.6 million, respectively as of December 31, 2023. The Company had no debt as of March 31, 2024 and December 31, 2023.

Subsequent to March 31, 2024, Cyngn completed a $5.2 million public offering of its common stock. After giving effect of the net proceeds of $4.6 million, Cyngn’s pro-forma cash and short-term investments, working capital, and total stockholders’ equity was $9.4 million, $9.2 million and $12.6 million, respectively.

For more information on Cyngn, visit the “Investor Relations” page of the Company’s website (https://investors.cyngn.com/).

About Cyngn

Cyngn develops and deploys scalable, differentiated autonomous vehicle technology for industrial organizations. Cyngn’s self-driving solutions allow existing workforces to increase productivity and efficiency. The Company addresses significant challenges facing industrial organizations today, such as labor shortages, costly safety incidents, and increased consumer demand for eCommerce.

Cyngn’s DriveMod Kit can be installed on new industrial vehicles at end of line or via retrofit, empowering customers to seamlessly adopt self-driving technology into their operations without high upfront costs or the need to completely replace existing vehicle investments.

Cyngn’s flagship product, its Enterprise Autonomy Suite, includes DriveMod (autonomous vehicle system), Cyngn Insight (customer-facing suite of AV fleet management, teleoperation, and analytics tools), and Cyngn Evolve (internal toolkit that enables Cyngn to leverage data from the field for artificial intelligence, simulation, and modeling). For all terms referenced within, please refer to the Company’s annual report on Form 10-K with the SEC filed on March 7, 2024.

Find Cyngn on:

	●	Website: https://cyngn.com

	●	Twitter: https://twitter.com/cyngn

	●	LinkedIn: https://www.linkedin.com/company/cyngn

	●	YouTube: https://www.youtube.com/@cyngnhq

Investor Contact:

Don Alvarez

investors@cyngn.com

Media Contact:

Luke Renner

media@cyngn.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in the Company’s reports to the SEC, including, without limitation the risk factors discussed in the Company’s annual report on Form 10-K filed with the SEC on March 7, 2024. Readers are cautioned that it is not possible to predict or identify all the risks, uncertainties and other factors that may affect future results No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Cyngn undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

CYNGN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2024			2023

Revenue	$	5,513		$	872,800
Costs and expenses
Cost of revenue		113,776			616,694
Research and development		3,154,695			3,030,056
General and administrative		2,703,401			3,070,920
Total costs and expenses		5,971,872			6,717,670

Loss from operations		(5,966,359	)		(5,844,870	)

Other income, net
Interest income		1,327			46,902
Other income (expense), net		(5,047	)		169,210
Total other income (expense), net		(3,720	)		216,112

Net loss	$	(5,970,079	)	$	(5,628,758	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.08	)	$	(0.15	)

Weighted-average shares used in computing net loss per share attributable to common shareholders’, basic and diluted		77,081,105			37,685,413

CYNGN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	March 31,			December 31,
	2024			2023

Assets
Current assets
Cash	$	2,192,398		$	3,591,623
Short-term investments		2,578,882			4,561,928
Prepaid expenses and other current assets		1,502,115			1,316,426
Total current assets		6,273,395			9,469,977

Property and equipment, net		1,652,382			1,486,672
Right of use asset, net		821,144			992,292
Intangible assets, net		1,045,412			1,084,415
Total Assets	$	9,792,333		$	13,033,356

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	248,677		$	196,963
Accrued expenses and other current liabilities		720,239			1,201,142
Current operating lease liability		724,654			682,718
Total current liabilities	$	1,693,570			2,080,823

Non-current operating lease liability		127,572			317,344
Total liabilities	$	1,821,142			2,398,167

Commitments and contingencies (Note 12)
Stockholders’ Equity
Preferred stock, Par $0.00001, 10 million shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023		-			-
Common stock, Par $0.00001; 200,000,000 shares authorized, 88,454,654 and 64,773,756 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		884			648
Additional paid-in capital		173,958,005			170,652,160
Accumulated deficit		(165,987,698	)		(160,017,619	)
Total stockholders’ equity		7,971,191			10,635,189
Total Liabilities and Stockholders’ Equity	$	9,792,333		$	13,033,356

CYNGN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(5,970,079	)	$	(5,628,758	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		225,590			228,031
Stock-based compensation		654,024			924,898
Realized gain on short-term investments		(39,938	)		(169,209	)
Gain (Loss) on asset		52,723			-
Changes in operating assets and liabilities:
Prepaid expenses, operating lease right-of-use assets, and other current assets		(185,689	)		(258,859	)
Accounts payable		51,714			287,656
Accrued expenses, lease liabilities, and other current liabilities		(628,739	)		(761,207	)
Net cash used in operating activities		(5,840,394	)		(5,377,448	)

Cash flows from investing activities
Purchase of property and equipment		(214,238	)		(447,739	)
Acquisition of intangible asset		(19,634	)		(44,745	)
Purchase of short-term investments		(1,787,016	)		(10,497,206	)
Proceeds from maturity of short-term investments		3,810,000			13,742,000
Net cash provided by investing activities		1,789,112			2,752,310

Cash flows from financing activities
Proceeds from at-the-market equity financing, net of issuance costs	$	2,652,110		$	-
Proceeds from public issuance of common stock and pre-funded warrants, net of offering costs		(53	)		-
Proceeds from exercise of stock options		-			6,844
Net cash provided by financing activities		2,652,057			6,844

Net decrease in cash and restricted cash		(1,399,225	)		(2,618,294	)
Cash and restricted cash, beginning of period		3,591,623			10,586,273
Cash and restricted cash, end of period	$	2,192,398		$	7,967,979

Cover	May 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 08, 2024
Entity File Number	001-40932
Entity Registrant Name	CYNGN INC.
Entity Central Index Key	0001874097
Entity Tax Identification Number	46-2007094
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1015 O’Brien Dr.
Entity Address, City or Town	Menlo Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94025
City Area Code	650
Local Phone Number	924-5905
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CYN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false