UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2026, the Board of Directors (the “Board”) of Cyngn Inc. (the “Company”) unanimously approved changes to the compensation arrangements for the Company’s independent, non-employee directors.
Effective as of the first quarter of 2026, each independent, non-employee director will receive annual cash compensation of $250,000, payable in equal quarterly installments of $62,500, in lieu of the prior cash and equity components of the director compensation program. The all-cash structure will remain in effect until the Board, upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”), determines that equity-based compensation is again practicable.
The Board also approved one-time cash payments of $200,000 to each of Karen Macleod and James McDonnell in consideration of no equity grants for the fiscal year 2025, and further in lieu of annual equity awards for fiscal year 2025.
Also on March 11, 2026, the Compensation Committee approved a cash bonus for Lior Tal, the Company’s Chief Executive Officer, for fiscal year 2025 in the aggregate amount of $1,640,000, consisting of a $640,000 regular bonus and a $1,000,000 special bonus.
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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: March 16, 2026
| CYNGN INC. | ||
| By: | /s/ Natalie Russell | |
| Natalie Russell | ||
| Chief Financial Officer | ||
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