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): October 2, 2023
CYNGN INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-40932 | 46-2007094 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | 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 8.01 Other Events
On October 2, 2023, Cyngn Inc. (the “Company”) issued a press release announcing the declaration of a stock dividend of 10% on the Company’s common stock. The record date for the stock dividend is October 23, 2023 and the payment date is October 30, 2023.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued October 2, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: October 2, 2023
| CYNGN INC. | ||
| By: | /s/ Donald Alvarez | |
| Donald Alvarez | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
Cyngn Declares Pro Rata Dividend of Common Stock
MENLO PARK, Calif. Oct. 2, 2023 – Cyngn Inc. (the “Company” or “Cyngn”) (Nasdaq: CYN), a developer of AI-powered autonomous driving solutions for industrial applications, today announced that its board of directors has approved a pro rata 10% dividend of its common stock. The dividend will be paid on October 30, 2023 (the “Distribution Date”) to all holders of record of the Company’s common stock as of the close of business on October 23, 2023 (the “Record Date”). Stockholders will receive one share of Cyngn common stock for every ten shares of Cyngn common stock they hold on the Record Date.
Fractional shares of Cyngn common stock will not be distributed to Cyngn stockholders. Instead, the fractional shares of Cyngn common stock will be rounded up to receive one whole share of Cyngn common stock.
Lior Tal, Chairman and CEO of the Company stated, “The Board is very pleased with the progress the Company made in since its IPO in 2021, especially with the recent economic and market challenges. We are proud of our Company, our staff, and our customers and partners as we all worked to achieve and even exceed the goals we outlined at the time went public. By declaring this first-time stock dividend it’s our way of rewarding and thanking our shareholders for their continued support.”
The Board will continue to consider future stock dividends going forward. Any future dividend would be based on all outstanding shares including those issued as a result of this stock dividend, although that of any dividends will be based on the Company’s financial condition and other related factors at that time.
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).
Find Cyngn on:
| ● | Website: https://cyngn.com |
| ● | Twitter: http://twitter.com/cyngn |
| ● | LinkedIn: https://www.linkedin.com/company/cyngn |
| ● | YouTube: https://www.youtube.com/@cyngnhq |
Investor/Media Contact:
Bill Ong, bill@cyngn.com
650-204-1551