Cyngn Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2025, Cyngn Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the institutional investors named on the signature page thereto, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”), 313,564 shares (the “Shares”) of its common stock, par value $0.00001 per share (“Common Stock”), at a purchase price of $7.50 per share and 1,979,769 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock, at a purchase price of $7.49999 per Pre-Funded Warrant.
The Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-271567), which was originally filed on May 2, 2023, and declared effective by the Securities and Exchange Commission on June 13, 2023, including the Prospectus contained therein and a prospectus supplement dated June 27, 2025 filed with the Securities and Exchange Commission on June 30, 2025.
The closing of the Offering occurred on June 30, 2025. The Company received net proceeds of approximately $14.7 million from the Offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital.
In connection with the Offering, the Company entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent. The Company is also obligated to pay to a former placement agent under the tail provisions of the engagement letter, a cash fee of $1,204,000 and warrants to purchase 160,533 shares of the Company’s common stock, which warrants will have a term of five years, exercisable at a price of $9.375.
The foregoing summaries of the Pre-Funded Warrants, Purchase Agreement and the Placement Agent Agreement do not purport to be complete and are subject to, and qualified in their entirety by, copies of such documents attached as Exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated by reference herein.
Immediately after the issuance of the Shares and shares of Common Stock issued upon exercise of certain of the Pre-Funded Warrants, the Company has 7,039,266 shares of Common Stock issued and outstanding.
Item 8.01 Other Events.
On June 27, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. Also, on June 30, 2025, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Form of Securities Purchase Agreement by and between Cyngn Inc. and the Purchasers | |
| 10.2 | Placement Agent Agreement between the Company and Aegis Capital Corp. dated June 27, 2025 | |
| 23.1 | Consent of Sichenzia Ross Ference Carmel LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release issued by the Company on June 27, 2025 | |
| 99.2 | Press Release issued by the Company on June 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 30, 2025
| CYNGN INC. | ||
| By: | /s/ Natalie Russell | |
| Natalie Russell | ||
| Interim Chief Financial Officer | ||
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