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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): November 9, 2022

 

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 ParkCA 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 November 9, 2022, Cyngn Inc. issued a press release announcing its financial results for the third fiscal quarter ended September 30, 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 November 9, 2022
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: November 9, 2022

 

  CYNGN INC.
   
  By: /s/ Donald Alvarez
    Donald Alvarez
    Chief Financial Officer

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Cyngn announces its financial results for the third quarter and nine months ended September 30, 2022, after the close of the stock market on November 9, 2022. The Company is also hosting its earnings call that same day. Source: Cyngn

 

Cyngn Reports Third Quarter 2022 Results

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

 

MENLO PARK, Calif., November 9, 2022 — Cyngn Inc. (the “Company” or “Cyngn”) (NASDAQ: CYN), a developer of innovative autonomous driving software solutions for industrial and commercial applications, today announced its financial results for the third quarter and nine months ended September 30, 2022.

 

Recent Operating Highlights:

·On September 26, 2022, Cyngn announced the signing of a multi-phase contract with a global building materials manufacturer, which marks the beginning of the Company’s expansion of DriveMod to its next vehicle platform, electric forklifts.
·On September 29, 2022, Cyngn announced a partnership with a U.S.-based manufacturing company to scale production of its DriveMod Kit for autonomous stockchasers. The kits can be installed on new vehicles or used to retrofit a customer’s existing fleet. The Company anticipates that engaging this manufacturing partner will substantially increase the volume of DriveMod Kits that can be produced while reducing the cost of manufacturing these AV hardware integration modules. 
·On October 20, 2022, Cyngn announced the signing of a contract with HEVI, a manufacturer of electric industrial vehicles under Greenland Holding Corporation, that engages Cyngn as HEVI’s exclusive supplier of vehicle tracking systems. Cyngn’s Infinitracker will be installed on each purchased HEVI vehicle as a value-added item for customers.

 

 

Cyngn Inc. Page 2 of 7
November 9, 2022  

 

Lior Tal, Cyngn’s CEO, stated, “During the third quarter of 2022, we continued to make progress on our timeline to achieving scaled commercialization. We announced two significant developments at the end of September. The first was the signing of a multi-phase contract with a new key customer that has chosen Cyngn to apply DriveMod to its electric forklift fleet as the first autonomous vehicle in the customer’s rollout of its electrification and automation strategy. Our unique ability to retrofit vehicles and operate a heterogenous fleet continues to set Cyngn apart from other companies in this space, and we are very excited about this opportunity. Also, we engaged a domestic manufacturing partner that will allow us to quickly put more DriveMod Kits for autonomous stockchasers into the hands of customers at lower cost. DriveMod Kits can be integrated into new vehicles or installed as a retrofit on existing fleets. We are thrilled to have already achieved the 2022 goals we set forth for the Company when we went public just over a year ago. Not only have we executed multiple beta deployments at multiple sites and begun to work on our second vehicle type, but we have also experienced a great deal of success in our recruiting efforts, which is integral to our ability to achieve future milestones. We believe having a full team of talented individuals will enable us to achieve commercialization of our Enterprise Autonomy Suite at scale, so we expect to continue making key hires over the next several months. We remain well-positioned financially and are focused on delivering on these recently announced contracts while pursuing additional potential key customers.”

 

GAAP Financial Review

 

Third Quarter Ended September 30, 2022:

·Total operating expenses were $5.3 million for the quarter ended September 30, 2022, compared to $2.1 million in the prior-year quarter. The increase was primarily due to a $1.6 million increase in R&D expense, 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 invest in additional engineering and other personnel to support its R&D efforts. General and administrative (“G&A”) expense also increased by $1.6 million due to significantly increased non-cash, stock-based compensation expense and costs incurred for additional personnel and professional services necessary to support becoming a public company.
·Net loss was $5.3 million for the quarter ended September 30, 2022, compared to net loss of $2.1 million in the prior-year quarter. Net loss per share on a basic and diluted basis was $0.16 based on approximately 33.6 million weighted average shares outstanding for the quarter ended September 30, 2022, compared to net loss per share on a basic and diluted basis of $2.17 based on approximately 1.0 million weighted average shares outstanding in the prior-year quarter.

Nine Months Ended September 30, 2022:

·Total operating expenses were $13.7 million for the nine months ended September 30, 2022, compared to $5.8 million in the prior-year period. The increase was primarily due to a $3.7 million increase in R&D expense and a $4.2 million increase in G&A expense as explained above.
·Net loss was $13.7 million for the nine months ended September 30, 2022, compared to net loss of $5.7 million in the prior-year period. Net loss per share on a basic and diluted basis was $0.45 based on approximately 30.4 million weighted average shares outstanding for the nine months ended September 30, 2022, compared to net loss per share on a basic and diluted basis of $5.94 based on approximately 1.0 million weighted average shares outstanding in the prior-year period.

 

 

 

Cyngn Inc. Page 3 of 7
November 9, 2022  

 

Balance Sheet Highlights:

As of September 30, 2022, Cyngn’s cash and short-term investments were $27.7 million, working capital was $27.3 million, and total stockholders’ equity was $28.8 million; compared to cash of $22.0 million, working capital of $22.1 million and total stockholders’ equity of $22.2 million, respectively, as of December 31, 2021.

 

For more details on Cyngn’s financial results for the third quarter and nine months ended September 30, 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, November 9, 2022), during which management will discuss the results of the third quarter and nine months ended September 30, 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.

 

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 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).

 

To learn more about Cyngn’s autonomous vehicle technologies, please visit https://cyngn.com/.

 

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

 

 

 

Cyngn Inc. Page 4 of 7
November 9, 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 Securities and Exchange Commission (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 24, 2022. 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.

 

Contact

Carolyne Sohn

Vice President, The Equity Group

csohn@equityny.com

(408) 538-4577

 

 

 

Cyngn Inc. Page 5 of 7
November 9, 2022  

 

CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   (Unaudited)     
   September 30,   December 31, 
   2022   2021 
         
Assets          
Current assets          
Cash  $5,631,256   $21,945,981 
Restricted cash   50,000    50,000 
Short-term investments   21,987,662    -   
Prepaid expenses and other current assets   536,758    525,304 
Total current assets   28,205,676    22,521,285 
           
Property and equipment, net   654,642    102,787 
Right of use asset, net   507,857    -   
Intangible assets, net   364,382    30,917 
Total Assets  $29,732,557   $22,654,989 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable  $299,069   $112,271 
Accrued expenses and other current liabilities   135,020    295,156 
Operating lease liability   511,660    -   
Total current liabilities   945,749    407,427 
           
Commitments and contingencies          
Stockholders’ Equity          
Convertible Series A, B and C preferred stock, Par $0.00001; 10,000,000 shares authorized; none issued and outstanding as of as of September 30, 2022 and December 31, 2021   -      -   
Common stock, Par $0.00001; 100,000,000 shares authorized; 33,672,636 and 26,487,680 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively   337    265 
Additional paid-in capital   158,970,365    138,740,827 
Accumulated deficit   (130,183,894)   (116,493,530)
Total stockholders’ equity   28,786,808    22,247,562 
Total Liabilities and Stockholders’ Equity  $29,732,557   $22,654,989 

 

 

 

Cyngn Inc. Page 6 of 7
November 9, 2022  

 

CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

  

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2022   2021   2022   2021 
                 
Revenue  $-     $-     $-     $-   
                     
Operating expenses:                    
Research and development   2,725,919    1,151,109    6,662,730    2,917,295 
General and administrative   2,552,418    973,943    7,047,181    2,851,061 
Total operating expenses   5,278,337    2,125,052    13,709,911    5,768,356 
                     
Loss from operations   (5,278,337)   (2,125,052)   (13,709,911)   (5,768,356)
                     
Other income (expense), net                    
Interest income (expense), net   4,677    (3,989)   2,691    (10,032)
Other income   14,296    29,856    16,856    35,808 
Total other income, net   18,973    25,867    19,547    25,776 
                     
Net loss  $(5,259,364)  $(2,099,185)  $(13,690,364)  $(5,742,580)
                     
Net loss per share attributable to common stockholders, basic and diluted  $(0.16)  $(2.17)  $(0.45)  $(5.94)
                     
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted   33,636,362    966,210    30,432,122    966,210 

 

 

 

 

Cyngn Inc. Page 7 of 7
November 9, 2022  

 

CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

   Nine Months Ended
September 30,
 
   2022   2021 
         
Cash flows from operating activities          
Net loss  $(13,690,364)  $(5,742,580)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   411,512    68,597 
Stock-based compensation   1,990,834    166,458 
Gain on disposal of asset   -      (31,356)
Realized gain on short-term investments   (13,541)   -   
Changes in operating assets and liabilities:          
Prepaid expenses, operating lease right-of-use assets, and other current assets   (835,747)   (268,930)
Accounts payable   186,797    211,957 
Accrued expenses, lease liabilities, and other current liabilities   351,524    (88,812)
Net cash used in operating activities   (11,598,985)   (5,684,666)
           
Cash flows from investing activities          
Purchase of property and equipment   (639,545)   (18,224)
Disposal of assets   -      47,189 
Acquisition of intangible asset   (340,850)   -   
Purchase of short-term investments   (27,000,000)   -   
Proceeds from maturity of short-term investments   5,025,879    -   
Net cash (used in) provided by investing activities   (22,954,516)   28,965 
           
Cash flows from financing activities          
Proceeds from private placement offering, net of offering costs   18,121,945    -   
Proceeds from exercise of pre-funded warrants   2,662    -   
Proceeds from Paycheck Protection Program Note   -      892,115 
Proceeds from exercise of stock options   114,169    8,080 
Net cash provided by financing activities   18,238,776    900,195 
           
Net decrease in cash and restricted cash   (16,314,725)   (4,755,506)
Cash and restricted cash, beginning of period   21,995,981    6,456,190 
Cash and restricted cash, end of period  $5,681,256   $1,700,684