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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): March 15, 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 ParkCA 94025

(Address of principal executive offices) (Zip Code)

 

(650924-5905

(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 March 15, 2023, Cyngn Inc. issued a press release announcing its financial results for the fourth fiscal quarter and fiscal year ended December 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 March 15, 2023
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: March 15, 2023

 

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

 

 

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Exhibit 99.1

 

 

 

 


Cyngn Reports Fourth Quarter and Fiscal Year 2022 Financial Results

 

First revenue as a public company from autonomous vehicle development contracts

Ended 2022 with $22.6 million in unrestricted cash and short-term investments compared to $21.9 million at the end of 2021

MENLO PARK, Calif., March 15, 2023 — Cyngn Inc. (the “Company” or “Cyngn”) (NASDAQ: CYN), a developer of innovative autonomous driving software solutions for industrial applications, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2022.

 

Recent Operating Highlights:

 

Signed a contract to deploy autonomous industrial vehicles for U.S. Continental Inc., the first commercial deployment of the Company’s autonomous stockchasers
   
Successfully completed the first stage of the previously announced agreement with a leading global building materials manufacturer to develop autonomy in electric forklifts
   
Announced a contract award from a Global 1000 company in the heavy industrial sector to implement autonomous vehicle technology

 

“The fourth quarter was a transformational one for Cyngn on our mission to bring autonomous vehicles to industrial businesses across the globe” said Lior Tal, Cyngn’s CEO. “Our first commercial sales to U.S. Continental mark the transition of Cyngn from an R&D company to a commercial company. During the fourth quarter we also reported our first revenues from one of the two development contracts that we have signed to bring autonomy to electric forklifts and heavy industrial vehicles. Both these projects have the potential to realize significant benefits for the Company as we move through 2023 and into 2024.

 

 

 

“When we first listed on Nasdaq in October 2021, we set out our ambition to develop one vehicle and deploy it on a single site by the end of 2022. It is a testament to the quality of our people and the ambition of the Company that by the end of the year we had a signed commercial contract for our first vehicle type, two further vehicle types in development for full commercialization with sponsor customers, multiple pilot deployments completed, and a significant expansion of our team. We are determined to carry this momentum into 2023 and build on the significant progress we have made.”

 

Financial Review

 

Fourth Quarter ending December 31, 2022:

 

Revenue was $262 thousand for the quarter compared to zero revenue in the fourth quarter of 2021. This revenue was primarily related to multi-phase non-recurring engineering (“NRE”) development contracts. Total operating expenses in the fourth quarter were $5.8 million, up $2.2 million from $3.6 million in the prior year quarter, mainly due to increases in personnel costs, professional and contractor fees, and occupancy costs. General and Administrative (“G&A”) expenses were $1.4 million higher in the fourth quarter of 2022, compared to the fourth quarter of 2021, due to the increase in personnel costs and professional services necessary to support public company compliance requirements. The increase in operating expense was also driven by a $0.7 million year-over-year increase in Research and Development (“R&D”) expense due to higher personnel costs incurred for the addition of top-quality engineering staff, contractor costs, increased occupancy costs, and R&D-related travel costs.

 

Net loss was $5.5 million for the fourth quarter, up from $2.1 million in the fourth quarter of 2021. Based on a weighted average of approximately 33.7 million basic and diluted shares outstanding in the fourth quarter, net loss per share was $0.16 for the fourth quarter of 2022, compared to basic and diluted net loss per share of $0.10 against a weighted average of approximately 20.4 million basic and diluted shares outstanding in the fourth quarter of 2021.

 

Full-year ending December 31, 2022:

 

Full-year revenue was $262 thousand compared to zero revenue in 2021 primarily as a result of the NRE contracts mentioned above. Total operating expenses in 2022 were $19.5 million, an increase of $10.1 million from $9.4 million for the fiscal year 2021. The increase was due to higher G&A and R&D expenses for the reasons outlined above.

Net loss for the fiscal year in 2022 was $19.2 million compared to $7.8 million in the prior year. Net loss per share on a basic and diluted basis was $0.62 based on a weighted average of 31.2 million shares for the year ended December 31,2022. Net loss per share in 2021 was $1.33 based on a weighted average of 5.9 million shares.

 

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Balance sheet highlights:

 

Cyngn ended the year with unrestricted cash and short-term investments of $22.6 million. Working capital was $22.4 million and total stockholders’ equity was $24.1 million at the end of 2022; compared to unrestricted cash and short-term investments of $21.9 million, working capital of $22.1 million and total stockholders’ equity of $22.2 million respectively at the end of 2021.

 

Conference Call and Webcast Information:

 

Cyngn will host a conference call at 1.30 p.m. PDT/4.30 p.m. EDT today (Wednesday, March 15, 2023), during which management will discuss the results of the fourth quarter and fiscal year ended December 31, 2022.

 

As the call will include a video presentation, the Company recommends viewing the live webcast of the call which will be available on the Cyngn website under “Events & Presentations” or by clicking here.

 

To participate via telephone:

Toll-Free: 877-407-0890

International: 201-389-0918

 

Those who are unable to attend the live conference call may access the recording, approximately one hour 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. The Company addresses significant challenges facing industrial organizations today, such as the increasing cost of staff for manual vehicle operation, labor shortages and costly safety incidents while increasing workforce reliability and productivity.

 

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 Contact: Ben Mimmack, ben.mimmack@cyngn.com

Media Contact: Bill Ong, bill@cyngn.com

 

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 filed with the Securities and Exchange Commission, including, without limitation the risk factors discussed in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q. 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.

 

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CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   December 31,   December 31, 
   2022   2021 
         
Assets        
Current assets        
Cash  $10,536,273   $21,945,981 
Restricted cash   50,000    50,000 
Short-term investments   12,064,337    - 
Prepaid expenses and other current assets   1,126,137    525,304 
Total current assets   23,776,747    22,521,285 
           
Property and equipment, net   884,000    102,787 
Right of use asset, net   371,189    - 
Intangible assets, net   473,076    30,917 
Total Assets  $25,505,012   $22,654,989 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable  $155,943   $112,271 
Accrued expenses and other current liabilities   854,920    295,156 
Operating lease liability   376,622    - 
Total current liabilities   1,387,485    407,427 
           
Total liabilities   1,387,485    407,427 
           
Commitments and contingencies          
Stockholders’ Equity          
Common stock, Par $0.00001; 100,000,000 shares authorized, 33,684,864 and 26,487,680 shares issued and outstanding as of December 31, 2022 and 2021, respectively   337    265 
Additional paid-in capital   159,847,229    138,740,827 
Accumulated deficit   (135,730,039)   (116,493,530)
Total stockholders’ equity   24,117,527    22,247,562 
Total Liabilities and Stockholders’ Equity  $25,505,012   $22,654,989 

 

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CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Three months ended   Year Ended 
   December 31,   December 31, 
   2022   2021   2022   2021 
                 
Revenue  $262,000   $-   $262,000   $- 
Costs and expenses:                    
Cost of revenue   186,823    -    186,823    - 
Research and development   2,818,599    2,073,112    9,481,329    4,990,407 
General and administrative   2,947,394    1,558,590    9,994,575    4,409,651 
Total costs and expenses   5,952,816    3,631,702    19,662,727    9,400,058 
                     
Loss from operations   (5,690,816)   (3,631,702)   (19,400,727)   (9,400,058)
                     
Other income, net                    
Interest income (expense)   41,409    452    44,100    (9,580)
Other income   103,262    (28,635)   120,118    7,173 
Paycheck Protection Program Note forgiveness   -    1,602,936    -    1,602,936 
Total other income, net   144,671    1,574,753    164,218    1,600,529 
                     
Net loss   (5,546,145)   (2,056,949)   (19,236,509)   (7,799,529)
                     
Net loss per share attributable to ordinary stockholders, basic and diluted  $(0.16)  $(0.10)  $(0.62)  $(1.33)
                     
Weighted-average shares used in computing net loss per share attributable to ordinary stockholders, basic and diluted   33,680,789    20,384,421    31,233,071    5,861,730 

 

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CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Year Ended December 31, 
   2022   2021 
Cash flows from operating activities        
Net loss  $(19,236,509)  $(7,799,529)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   604,871    85,855 
Stock-based compensation   2,867,698    1,139,247 
Gain in disposal of assets   -    (31,355)
Realized gain on short-term investments, net   (90,216)   - 
Gain on forgiveness of Paycheck Protection Program Notes   -    (1,602,936)
           
Changes in operating assets and liabilities:   -    - 
Prepaid expenses and other current assets   (1,425,126)   (476,452)
Accounts payable   43,672    39,255 
Accrued expenses and other current liabilities   936,387    3,496 
Net cash used in operating activities   (16,299,223)   (8,642,419)
           
Cash flows from investing activities          
Purchase of property and equipment   (918,318)   (62,204)
Acquisition of intangible assets   (456,822)   - 
Purchase of short-term investments   (27,000,000)   - 
Proceeds from maturities of short-term investments   15,025,879    - 
Disposal of assets   -    42,189 
Net cash used in investing activities   (13,349,261)   (20,015)
           
Cash flows from financing activities          
Proceeds from issuance of common stock upon initial public offering, net of offering costs   -    23,295,890 
Proceeds of issuance of common stock from PIPE financing, net of offering costs   18,121,945    - 
Proceeds from exercise of pre-funded warrants from PIPE financing   2,662    - 
Proceeds from Paycheck Protection Program Notes   -    892,115 
Proceeds from exercise of stock options   114,169    14,220 
Net cash provided by financing activities   18,238,776    24,202,225 
           
Net (decrease)/increase in cash and cash equivalents and restricted cash   (11,409,708)   15,539,791 
Cash and cash equivalents and restricted cash, beginning of year   21,995,981    6,456,190 
Cash and cash equivalents and restricted cash, end of year   10,586,273    21,995,981 
           
Supplemental disclosure of cash flow:          
Cash paid during the year for taxes  $10,131   $16,719 

 

Supplemental disclosure of non-cash financing activities:

 

The Company’s Paycheck Protection Program Notes were forgiven by the SBA in the amount of $1,602,936

 

 

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