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Washington, D.C. 20549






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


Date of Report (Date of earliest event reported): May 11, 2022



(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 2.02 Results of Operations and Financial Condition


On May 11, 2022, Cyngn Inc. issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2022. 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 11, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)






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 12, 2022


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






Exhibit 99.1






Cyngn announces its financial results for the first quarter ended March 31, 2022, after the close of the stock market on May 11, 2022. The Company is also hosting its earnings call that same day. Source: Cyngn


Cyngn Reports First Quarter 2022 Results

Company to Host Conference Call Today at 2 p.m. PT/5 p.m. ET


MENLO PARK, Calif., May 11, 2022 — Cyngn (or the “Company”) (NASDAQ: CYN), a developer of innovative autonomous driving software solutions for industrial and commercial applications, today announced its financial results for the first quarter ended March 31, 2022.


Recent Operating Highlights:


The following operational updates occurred subsequent to March 31, 2022:


On April 21, 2022, Cyngn announced the official launch of DriveMod Kit, a fully-equipped turnkey autonomous vehicle (“AV”) hardware integration module for which Cyngn filed a patent in February 2022. DriveMod Kit’s inaugural manufacturing run started coming off the assembly line in the first half of April 2022.


On April 29, 2022, Cyngn closed a private placement pursuant to a securities purchase agreement entered into on April 28, 2022, with certain institutional and accredited investors for aggregate net proceeds of approximately $18.1 million, after deducting underwriting fees and other offering expenses.


On May 4, 2022, Cyngn announced the launch of Infinitracker, a global GPS asset-tracking device and Internet of things (“IoT”) data collection gateway. The Infinitracker product aligns with the Company’s mission to deliver new data insights in industrial domains such as manufacturing, fulfillment, logistics, construction, and mining.




Cyngn Inc. Page 2 of 7
May 11, 2022  


Lior Tal, Cyngn’s CEO, stated, “The first few months of 2022 have been incredibly exciting for Cyngn. We announced both new products and new partnerships, all of which are key milestones toward our goal of delivering scaled deployments in 2024. In early April, we launched production of DriveMod Kit, which we believe puts us in a position to lead the rapid adoption of autonomy across a wide range of new and retrofit industrial and commercial vehicles. DriveMod Kit contains all the advanced sensors and hardware components needed for AV technology integration, allowing for quick and easy installation.


“We also launched Infinitracker last week. This product is an excellent addition to our industrial vehicle autonomy and data analytics suite, enabling a superior level of asset visibility with its IoT gateway capabilities and 15-year battery life. We will be offering Infinitracker through account-based enterprise sales and channel partners that will act as value-add resellers. There will also be an option to place direct orders though our website. We are pleased to have received our first bookings with strategic customers and resellers.


“As we continue to invest in our people and building out our team, we have expanded our Silicon Valley offices to accommodate our growing operations. We continue to recruit additional engineering resources and, with the completion of the recent financing, are well capitalized and in a strong position to execute on our strategic growth objectives in the coming quarters. In the second half of 2022, we anticipate new partnerships, additional deployments and other encouraging developments including the start of realizing some nominal revenue, all of which will help to support the positive momentum that we’ve established thus far in the year.”


GAAP Financial Review


First Quarter Ended March 31, 2022:


Total operating expenses were $3.8 million for the quarter ended March 31, 2022, compared to $1.5 million in the prior-year quarter. The increase was primarily due to a $1.5 million increase in general and administrative (“G&A”) expense related to significantly increased non-cash, stock-based compensation expense, costs incurred for additional personnel and professional services necessary to support becoming a public company and for additional occupancy costs following the renewal of the Company’s lease that expanded the square footage of its Menlo Park offices. R&D expense for the period also increased by $0.7 million, which was attributable to significantly increased non-cash, stock-based compensation expense, costs incurred for additional engineering staff and contractors, allocated occupancy costs and R&D-related travel costs. The Company expects R&D costs to continue to increase as it continues to restore the appropriate level of engineering and other personnel to support its R&D efforts.


Net loss was $3.8 million for the quarter ended March 31, 2022, compared to net loss of $1.5 million in the prior-year quarter. Net loss per share on a basic and diluted basis was $0.14 based on approximately 26.9 million weighted average shares for the quarter ended March 31, 2022, compared to net loss per share on a basic and diluted basis of $1.63 based on approximately 1.0 million weighted average shares in the prior-year quarter.




Cyngn Inc. Page 3 of 7
May 11, 2022  


Balance Sheet Highlights:


As of March 31, 2022, Cyngn’s cash and cash equivalents were $18.5 million, working capital was $18.2 million, and total stockholders’ equity was $19.0 million; compared to cash and cash equivalents of $21.9 million, working capital of $22.1 million and total stockholders’ equity of $22.2 million, respectively, as of December 31, 2021.


Including the net proceeds from the recently closed private placement of $18.1 million, pro forma cash and cash equivalents, working capital and total stockholders’ equity as of March 31, 2022, are $36.6 million, $36.3 million and $37.2 million, respectively.


For more details on Cyngn’s financial results for the first quarter ended March 31, 2022, please refer to the Company’s Form 10-Q to be filed with the SEC, which will be accessible at www.sec.gov.


Conference Call and Webcast Information:


Cyngn will host a conference call at 2 p.m. PT/5 p.m. ET today (Wednesday, May 11, 2022), during which management will discuss the results of the first quarter ended March 31, 2022. To participate in the conference call, please use the following dial-in numbers about 5 minutes prior to the scheduled conference call time:


U.S. & Canada (Toll-Free): (877) 407-9753
International (Toll): (201) 493-6739


The conference call can also be accessed via webcast at the “Events & Presentations” page of Cyngn’s Investor Relations website by clicking here. The Company encourages all participants to also log into the live webcast as it expects to broadcast a short video showcasing its recently launched Infinitracker product.


Those who are unable to attend the live conference call may access the recording shortly after the conclusion of the call at the above webcast link or at the “Investor Relations” page of the Company’s website (https://investors.cyngn.com/).


About Cyngn


Cyngn is an autonomous vehicle technology company that is focused on addressing industrial uses for autonomous vehicles. Cyngn believes that technological innovation is needed to enable adoption of autonomous industrial vehicles that will address the substantial industry challenges that exist today. These challenges include labor shortages, lagging technological advancements from incumbents, and high upfront investment requirements. Cyngn addresses these challenges with its Enterprise Autonomy Suite, which includes DriveMod (modular industrial vehicle autonomous driving software), Cyngn Insight (customer-facing software suite for monitoring/managing AV fleets and aggregating/analyzing data), and Cyngn Evolve (internal toolkit that enables Cyngn to leverage data from the field for artificial intelligence, simulation, and modeling).


To learn more, please visit https://cyngn.com/.


Find Cyngn on:


The Advanced Autonomy Podcast




Cyngn Inc. Page 4 of 7
May 11, 2022  


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, such as statements about the Company’s growth, ability to deliver sustainable long-term value, ability to respond to the changing environment, operational focus, strategic growth plans, product launches and corresponding revenue generation, operations and financial results. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, 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 Prospectus. The forward-looking statements are applicable only as of the date on which they are made, and the Company does not assume any obligation to update any forward-looking statements.




Carolyne Sohn

Vice President, The Equity Group


(415) 568-2255




Cyngn Inc. Page 5 of 7
May 11, 2022  





March 31,
December 31,
   2022   2021 
Current assets        
Cash and cash equivalents  $18,331,241   $21,945,981 
Restricted cash   126,489    50,000 
Prepaid expenses and other current assets   509,360    525,304 
Total current assets   18,967,090    22,521,285 
Property and equipment, net   308,618    102,787 
Right-of-use asset   777,181    - 
Intangible assets, net   30,050    30,917 
Total Assets  $20,082,939   $22,654,989 
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable  $94,688   $112,271 
Accrued expenses and other current liabilities   172,977    295,156 
Operating lease liability, current portion   548,982    - 
Total current liabilities   816,647    407,427 
Operating lease liability, net of current portion   228,742    - 
Total liabilities   1,045,389    407,427 
Commitments and contingencies          
Stockholders’ Equity          
Convertible Series A, B and C preferred stock, Par $0.00001; 10,000,000; none issued and outstanding as of March 31, 2022 and December 31, 2021   -    - 
Common stock, Par $0.00001; 100,000,000 shares authorized; 27,104,430 and 26,487,680 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively   271    265 
Common stock warrants   170,397    170,397 
Additional paid-in capital   139,179,451    138,570,430 
Accumulated deficit   (120,312,569)   (116,493,530)
Total stockholders’ equity   19,037,550    22,247,562 
Total Liabilities and Stockholders’ Equity  $20,082,939   $22,654,989 




Cyngn Inc. Page 6 of 7
May 11, 2022  





Three Months Ended
March 31,
   2022   2021 
Revenue  $-   $- 
Operating expenses:          
Research and development   1,681,145    934,290 
General and administrative   2,137,516    615,391 
Total operating expenses   3,818,661    1,549,681 
Loss from operations   (3,818,661)   (1,549,681)
Other income, net          
Interest expense. Net   (379)   (2,142)
Other income   1    - 
Total other (expense) income, net   (378)   (2,142)
Net loss  $(3,819,039)  $(1,551,823)
Net loss per share attributable to ordinary stockholders, basic and diluted  $(0.14)  $(1.63)
Weighted-average shares used in computing net loss per share attributable to ordinary stockholders’, basic and diluted   26,862,227    951,794 




Cyngn Inc. Page 7 of 7
May 11, 2022  





   Three Months Ended
March 31,
   2022   2021 
Cash flows from operating activities        
Net loss  $(3,819,039)  $(1,551,823)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   69,054    22,909 
Stock-based compensation   520,142    7,860 
Changes in operating assets and liabilities:          
Prepaid expense, operating lease right-of-use assets, and other current assets   (808,350)   (1,897)
Accounts payable   (17,583)   (72,436)
Accrued expenses, lease liabilities, and other current liabilities   655,546    (116,049)
Net cash used in operating activities   (3,400,230)   (1,711,436)
Cash flows from investing activities          
Purchase of property and equipment   (226,906)   (1,703)
Net cash used in investing activities   (226,906)   (1,703)
Cash flows from financing activities          
Proceeds from note payable   -    899,790 
Proceeds from exercise of stock options   88,885    - 
Net cash provided by financing activities   88,885    899,790 
Net decrease in cash and cash equivalents and restricted cash   (3,538,251)   (813,349)
Cash and cash equivalents and restricted cash, beginning of period   21,995,981    6,456,190 
Cash and cash equivalents and restricted cash, end of period  $18,457,730   $5,642,841 
Supplemental disclosure of cash flow:          
Cash paid during the period for interest and taxes  $-   $- 
Supplemental disclosure of non-cash activities          
Initial recognition of operating lease right-of-use assets and operating lease liabilities  $824,292   $- 
Change in deferred rent associated with ASC 842   58,676    -