UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2022



or



☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______ to _______



Commission file number: 001-40932



CYNGN INC.

(Exact name of registrant as specified in its charter)



| Delaware | | 46-2007094 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | 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)



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, $0.00001 | | CYN | | NASDAQ Stock Market LLC |



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



| | * | The registrant became subject to the requirement to file reports on October 19, 2021 and has filed all reports required since October 19, 2021. |



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |



If an emerging growth company, indicate by check mark 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. ☐



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒



As of November 17, 2021, the issuer had 26,434,285 As of May 11, 2022, the issuer had 30,894,752 shares of common stock, par value $0.00001 per share, outstanding.











CYNGN INC.

TABLE OF CONTENTS



| | | | | Page No. |
| PART I FINANCIAL INFORMATION | | 1 |
| ITEM 1. | | FINANCIAL STATEMENTS (Unaudited) | | 1 |
| | | Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 | | 1 |
| | | Consolidated Statements of Operations for the Three Months ended March 31, 2022 and 2021 (unaudited) | | 2 |
| | | Consolidated Statements of Stockholders' Equity for the Three Months ended March 31, 2022 and 2021 (unaudited) | | 3 |
| | | Consolidated Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021 (unaudited) | | 4 |
| | | Notes to Condensed Financial Statements (unaudited) | | 5 |
| ITEM 2. | | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 17 |
| ITEM 3. | | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | 22 |
| ITEM 4. | | CONTROLS AND PROCEDURES | | 22 |
| PART II OTHER INFORMATION | | 23 |
| ITEM 1. | | LEGAL PROCEEDINGS | | 23 |
| ITEM 1A. | | RISK FACTORS | | 23 |
| ITEM 2. | | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | | 23 |
| ITEM 3. | | DEFAULTS UPON SENIOR SECURITIES | | 23 |
| ITEM 4. | | MINE SAFETY DISCLOSURES | | 23 |
| ITEM 5. | | OTHER INFORMATION | | 23 |
| ITEM 6. | | EXHIBITS | | 24 |
| SIGNATURES | | 25 |



i





PART 1 - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



| | | March 31, | | | December 31, | |
| | | 2022 | | | 2021 | |
| | | (UNAUDITED) | | | | |
| Assets | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | | $ | 18,331,241 | | | $ | 21,945,981 | |
| Restricted cash | | | 50,000 | | | | 400,000 | |
| Restricted cash | | | 126,489 | | | | 50,000 | |
| Prepaid expenses and other current assets | | | 509,360 | | | | 525,304 | |
| Total current assets | | | 2,018,467 | | | | 6,505,042 | |
| Total current assets | | | 18,967,090 | | | | 22,521,285 | |
| | | | | | | | | |
| Property and equipment, net | | | 308,618 | | | | 102,787 | |
| Intangible assets, net | | | 31,783 | | | | 34,383 | |
| Right-of-use asset | | | 777,181 | | | | - | |
| Intangible assets, net | | | 30,050 | | | | 30,917 | |
| Total Assets | | $ | 2,120,447 | | | $ | 6,673,230 | |
| Total Assets | | $ | 20,082,939 | | | $ | 22,654,989 | |
| | | | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable | | | 269,231 | | | | 73,016 | |
| 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 | |
| | | | | | | | | |
| Note payable, Payroll Protection Program | | | 1,602,936 | | | | 695,078 | |
| Operating lease liability, net of current portion | | | 228,742 | | | | - | |
| Total liabilities | | | 2,090,755 | | | | 1,075,496 | |
| Total liabilities | | | 1,045,389 | | | | 407,427 | |
| | | | | | | | | |
| Commitments and contingencies (Note 12) | | | | | | | | |
| Stockholders' Equity | | | | | | | | |
| Convertible Series A, B and C preferred stock, Par $0.00001; 10,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | | | 220 March 31, 2022 and December 31, 2021 | | | - | | | | - | |
| Common stock, Par $0.00001; 42,000,000 shares authorized; 966,210 and 951,794 | 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 | | | (114,436,581 | ) | | | (108,694,001 | ) |
| 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 | |



See accompanying notes to consolidated financial statements.



1





CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



| | | Three Months Ended | || Nine months ended | |
| | | September 30, | | | September 30, | |
| | | March 31, | |
| | | 2021 | | | 2020 | | | 2021 | | | 2020 | |
| | | 2022 | | | 2021 | |
| | | | | | | |
| Revenue | | | | | | $ | - | | | $ | - | || $ | - | |
| | | | | | | | | |
| Operating expenses: | | | | | | | | |
| Research and development | | | 1,151,109 | | | | 1,496,883 | | | | 2,917,295 | | | | 4,175,302 | |1,681,145 | | | | 934,290 | |
| General and administrative | | | 973,943 | | | | 267,343 | | | | 2,851,061 | | | | 1,947,481 | |2,137,516 | | | | 615,391 | |
| Total operating expenses | | | 2,125,052 | | | | 1,764,226 | | | | 5,768,356 | | | | 6,122,783 | |3,818,661 | | | | 1,549,681 | |
| | | | | | | | | |
| Loss from operations | | | (2,125,052 | ) | | | (1,764,226 | ) | | | (5,768,356 | ) | | | (6,122,783 | ) |
| Loss from operations | | | (3,818,661 | ) | | | (1,549,681 | ) |
| | | | | | | | | |
| Other income, net | | | | | | | | |
| Interest (expense) income | | | (3,989 | ) | | | 1,604 | | | | (10,032 | ) || | 35,580 | |
| Interest expense, net | | | (379 | ) | | | (2,142 | ) |
| Other income | | | 29,856 | | | | 450 | | | | 35,808 | | | | 11,119 | |
| Other income | | | 1 | | | | - | |
| Total other income, net | | | 25,867 | | | | 2,054 | | | | 25,776 | | | | 46,699 | |
| Total other (expense) income, net | | | (378 | ) | | | (2,142 | ) |
| | | | | | | | | |
| Net loss | | $ | (2,099,185 | ) | | $ | (1,762,172 | ) | | $ | (5,742,580 | ) | | $ | (6,076,084 | ) |
| Net loss | | $ | (3,819,039 | ) | | $ | (1,551,823 | ) |
| | | | | | | | | |
| Net loss per share attributable to ordinary shareholders, basic and diluted | | $ | (2.17 | ) | | $ | (1.85 | ) | | $ | (5.94 | ) | | $ | (6.38 | ) |stockholders', basic and diluted | | $ | (0.14 | ) | | $ | (1.63 | ) |
| | | | | | | | | || | | | | | | |
| Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted | | | 966,210 | | | | 951,794 | | | | 966,210 | | | | 951,794 | |stockholders', basic and diluted | | | 26,862,227 | | | | 951,794 | |



See accompanying notes to consolidated financial statements.



2





CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



| | | Convertible Preferred Stock | | | Common Stock | | | Additional | | | Accumulated | | | Total | |Common Stock | | | Additional Paid in | | | Accumulated | | | Total Stockholders' | |
| | | | | | | | | Paid in | | | | | | Stockholders' | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Warrants | | | Capital | | | Deficit | | | Equity | |
| Balance as of December 31, 2019 (audited) | | | 21,982,491 | | | $ | 220 | | | | 951,794 | | | $ | 10 | | | | 114,159,150 | | | | (100,355,194 | ) | | | 13,804,186 | |
| Exercise of stock options | | | - | | | | - | | | | 2,708 | | | | - | | | | 623 | | | | - | | | | 623 | |
| Stock-based compensation | | | - | | | | - | | | | - | | | | - | | | | 128,903 | | | | - | | | | 128,903 | |
$ | - | | | $ | 114,291,505 | | | $ | (108,694,001 | ) | | $ | 5,597,734 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,207,930 | ) | | | (2,207,930 | ) |
| Balance as of March 31 2020 (unaudited) | | | 21,982,491 | | | | 220 | | | | 951,794| 2020 | | | | | | | | | | | | | | | 10 | | | | 114,288,676 | | | | (102,563,124 | ) | | | 11,725,782 | |
| Net loss | | |- |
| | | | | | | | | | | | | |
| Stock-based compensation
| | | - | | | | - | | | | - | | | | - | | | | (2,105,982 | ) | | | (2,105,982 | ) |
| Balance as of June 30, 2020 (unaudited) | | | 21,982,491 | | | | 220 | | | | 951,794 | | | | 10 | | | | 114,288,676 | | | | (104,669,106 | ) | | | 9,619,800 | |
| Stock-based compensation | | | - | | | | - | | | | - | | | | - | | | |1,617 | | | | - | | | | 1,617 | |
- | | | | 7,860 | | | | - | | | | 7,860 | |
| Net loss | | | - | | |

| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,551,823 | ) | | | (1,551,823 | ) |
| Balance as of March 31, 2021 (unaudited) | | | 21,982,491 | | | $ | 220 | | | | 951,794 | | | $ | 10 | | | $ | - | | | $ | 114,299,365 | | | $ | (110,245,824 | ) | | $ | 4,053,771 | 114,290,293 | | | | (106,431,277 | ) | | | 7,859,246 | |
| Stock-based compensation |
| |-



| | | Convertible Preferred Stock | | | Common Stock | | | Common Stock | | | Additional Paid in | | | Accumulated | | | Total Stockholders' | | | - | | | | - | | | | - | | | | 1,212 | | | | - | | | | 1,212 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | | | | | (2,262,723 | ) | | | (2,262,723 | ) |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Warrants | | | Capital | | | Deficit | | | Equity | |
| Balance as of December 31, 2020 (audited) | | | 21,982,491 | | | | 220 | | | | 951,794 | | | | 10 | | | | 114,291,505 | | | | (108,694,001 | ) | | | 5,597,734 | |
| Balance as of December 31, | | | - | | | $ | - | | | | 26,487,680 | | | $ | 265 | | | $ | 170,397 | | | $ | 138,570,430 | | | $ | (116,493,530 | ) | | $ | 22,247,562 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,207,930 | ) | | | (2,207,930 | ) |
| Balance as of March 31, 2021 (unaudited) | | | 21,982,491 | | | | 220 | | | | 951,794| 2021 | | | | | | | | | | | | | | | 10 | | | | 114,291,505 | | | | (110,901,931 | ) | | | 3,389,804 | |
| Stock-based compensation | | |- |
| | | | | | | | | | | | | |
| Exercise of stock options
| | | - | | | | - | | | | - | | | | 96,058 | | | | - | | | | 96,058 | |
| Net loss
616,750 | | | | 6 | | | | - | | | | 88,879 | | | | | - | | | | - | || | - | 88,885 | |
| Stock-based compensation
| | | - | | | | - | | | | (1,435,465 | ) | | | (1,435,465 | ) |
| Balance as of June 30, 2021 (unaudited) | | | 21,982,491 | | | | 220 | | | | 951,794 | | | | 10 | | | | 114,387,563 | | | | (112,337,396 | ) | | | 2,050,397 | |
| Exercise of stock options | | | - | | | | - | | | | 14,416 | | | | - | | | | 8,080 | | | | - | | | | 8,080 | |
- | | | | - | | | | - | | | | 520,142 | | | | - | | | | 520,142 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | 70,400 | | | | - | | | | 70,400 | | - | | | | - | | | | (3,819,039 | ) | | | (3,819,039 | ) |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,099,185 | ) | | | (2,099,185 | ) |
| Balance as of September 30, 2021 (unaudited) | | | 21,982,491 | Balance as of March 31, 2022 (unaudited) | | | - | | | $ | - | | | | 27,104,430 | | | $ | 271 | | | $ | 10 | | | $ | 114,466,043 | | | $ | (114,436,581 | ) | | $ | 29,692 | |170,397 | | | $ | 139,179,451 | | | $ | (120,312,569 | ) | | $ | 19,037,550 | |



See accompanying notes to consolidated financial statements.



3





CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



| | | Three Months Ended | |
| | | March 31, | |
| | | 2022 | | | 2021 | |
| | | | | | | |
| Cash flows from operating activities | | | | | | |
| Net loss | | $ | (5,742,580 | ) | | $ | (6,076,084 | ) |
| 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 | |
| Gain in disposal of assets | | | (31,356 | )| | | | | | | | - | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Prepaid expense, operating lease right-of-use assets, and other current assets | | | (808,350 | ) | | | (1,897 | ) |
| Accounts payable and accrued expenses | | | 211,957 | | | | (105,700 | ) |
| 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 plant, and equipment | | | (226,906 | ) | | | (1,703 | ) |
| Disposal of assets | | | 47,189 | | | | - | |
| 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 | | | | - | |



See accompanying notes to consolidated financial statements.



4





CYNGN INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements



(Unaudited)



1. Description of Businessand Basis of Presentation



CYNGN Inc., together with its subsidiaries (collectively, "Cyngn" or the "Company") was incorporated in Delaware in 2013. Cyngn Singapore PTE. LTD., a Singaporean limited company organized in 2015 and Cyngn Philippines, Inc., a Philippines corporation incorporated in 2018 are wholly owned subsidiaries. The Company is headquartered in Menlo Park, CA. Cyngn develops autonomous driving software that can be deployed on multiple vehicle types in various environments. The Company has been operating autonomous vehicles ("AV") in production environments. Built and tested in difficult and diverse real-world environments, the self-driving system (DriveMod), fleet management system, and Software Development Kit combine to create a full-stack advanced autonomy solution designed to be modular, extendable, and safe. The Company operates one business segment.



Initial Public Offering



On October 22, 2021, the Company closed its initial public offering (the "IPO") of 3,500,000 shares of its authorized common stock at an offering price of $7.50 per share. Simultaneously with the closing of the IPO, the common stock began trading on the NASDAQ Capital Market under the symbol "CYN." The IPO generated net proceeds of $23.3 million after deducting underwriting discounts, commissions and offering expenses. The Company also granted its underwriters the election to exercise a 45-day over-allotment option to purchase an additional 525,000 shares of common stock at the IPO offering price, less underwriting discounts.



Simultaneous with the closing of its IPO, the Company also issued 140,000 warrants (the "Purchase Warrant") to the underwriters. Each Purchase Warrant entitles its holder the option to purchase at a future exercise date, one share of common stock at an initial exercise price of $9.375 per share, subject to certain adjustments and restrictions relating to subsequent resale and transfers.



At the completion of the IPO, all shares of the Company's outstanding redeemable convertible preferred stock automatically converted to shares of common stock (see Note 7. Capital Structure).



Immediately after the IPO, the Company filed an amended and restated certificate of incorporation, which became effective on October 22, 2021. The amended and restated certificate of incorporation authorized 110,000,000 shares consisting of 100,000,000 shares of common stock, at a par value of $0.00001, and 10,000,000 shares of preferred stock at a par value of $0.00001. The rights of the holders of common stock are subject to and qualified by rights of the holders of the preferred stock.



5





Liquidity



The Company has incurred losses from operations since inception. The Company incurred net losses of ($5.7) million and ($6.1) million for the nine months ended September 30, 2021 and 2020, respectively, and ($2.1) million and ($1.8) million for three months ended September 30, 2021, and 2020,$3.8 million and $1.6 million for the three months ended March 31, 2022 and 2021, respectively. Accumulated deficit amounted to ($114.4) million and ($108.7) million as of September 30, 2021 $120.3 million and $116.5 million as of March 31, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $3.4 million and $1.7 million for the nine months ended September 30, 2021 and 2020, respectively.three months ended March 31, 2022 and 2021, respectively.



The Company's liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. The Company's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of September 30, 2021, the Company's unrestricted balance of cash and cash equivalents was $1.7 million. As of December 31, 2020, March 31, 2022 and December 31, 2021, the Company's unrestricted balance of cash and cash equivalents was $18.3 million and $21.9 million, respectively.



5





Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents, management is of the opinion that the Company has sufficient funds for sustainable operations and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.(see Initial Public Offering above).



2. Summary of Significant Accounting Policies



Basis of Presentation



The accompanying unaudited consolidated financial statements as of and for the nine months ended September 30, 2021 and 2020 three months ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to applicable rules and regulations of the Securities and Exchange Commission ("SEC"). These financial statements should be read in conjunction with the audited consolidated financial statements are unaudited and include all normal adjustments necessary for a fair presentation of the Company's financial position at September 30, 2021, and 2020, and operating results and cash flows for the periods presented.and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2021, and 2020, which was filed with the SEC on March 24, 2022.



The accompanying unaudited consolidated financial statements have been prepared on a consistent basis with the audited consolidated financial statements for the fiscal years ended December 31, 2021, and 2020, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein.



The results reported for the interim period presented are not necessarily indicative of results that may be expected for any subsequent quarter or for the full year December 31, 2021. These unaudited consolidated financial statements should be read in conjunction with the following: i) audited consolidated financial statements as of and for the years ended December 31, 2020; ii) the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and' iii) our final prospectus (the "Prospectus"), filed with the Securities and Exchange Commission or the SEC, pursuant to Rule 424(b) under the Securities Act of 1933, as amended or the Securities Act), on October 21, 2021.



2022.



Principles of Consolidation



The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation.The Company's fiscal year begins on January 1 and ends on December 31.



Foreign Currency Translation



The functional and reporting currency for Cyngn is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into the U.S. dollar at period end rates, income and expenses are translated at the weighted average exchange rates for the period and equity is translated at the historical exchange rates. Foreign currency translation adjustments and transactional gains and losses are immaterial to the consolidated financial statements.



Use of Estimates



The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company's significant estimates and judgments include but are not limited to share-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.



Concentration of Credit Risk



Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company's cash is placed with high-credit-quality financial institutions and at times exceeds federally insured limits. The Company has not experienced any credit loss relating to its cash equivalents.



Concentration of Supplier Risk



The Company is not currently in the production stage and generally utilizes suppliers for outside development and engineering support. The Company does not believe that there is any significant supplier concentration risk as of September 30, 2021 and 2020 and December 31, 2020 and 2019.March 31, 2022 and December 31, 2021.



6





Cash and Cash Equivalents and Restricted Cash



The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had $18.3 million and $21.9 million of unrestricted cash and cash equivalents.



In addition, the Company had $50,000 and $400,000 in restricted cash as of September 30, 2021 In addition, the Company had $126,489 and $50,000 in restricted cash as of March 31, 2022 and December 31, 2021, respectively, which is reported separately as current assets on the consolidated balance sheet. The Company's restricted cash consists of cash not available for immediate use that the Company is obligated to maintain in accordance with the terms of its credit card spending arrangement and a letter of credit for its lease agreement.



The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts shown in the consolidated statements of cash flows:



| | | March 31, | |
| | | 2022 | | | 2021 | |
| Cash and cash equivalents | | $ | 18,331,241 | | | $ | 5,242,841 | |
| Restricted cash | | | 126,489 | | | | 400,000 | |
| Total Cash and cash equivalents and Restricted cash | | $ | 18,457,730 | | | $ | 5,642,841 | |



Fair Value of Financial Instruments



The accounting guidance defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.



The carrying amounts of cash equivalents, and accounts payable are reasonable estimates of their fair values due to the short-term nature of these accounts. The fair values of the Company's share-based compensation and underwriter warrants were based on observable inputs and assumptions used in Black-Scholes valuation models derived from independent external valuations.



Property and Equipment



Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over each asset's estimated useful life.



| Property and Equipment | | | Useful life ||
| Machinery and equipment | | | 5 years | |
| | | | | |
| Furniture and fixtures | | | 7 years | |
| Leasehold improvements | | | Shorter of 3 years or lease term ||
| Automobile | | | 5 years ||



Costs related to construction activities include additions or betterments to existing property and equipment and leased facilities are accumulated during the acquisition and construction period. Costs are transferred to completed property and equipment no later than six months from the date the asset is placed in service. Depreciation commences from the date the asset is placed in service. The placed in service date is determined at the discretion of the department head with responsibility for construction activities.



7





Leases



The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") Topic 842 ("ASC 842"). All contracts are evaluated to determine whether or not they represent a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases are classified as finance or operating in accordance with the guidance in ASC 842. The Company does not hold any finance leases. The Company has elected to adopt the short-term lease exemption in ASC 842 and as such has not recognized a "right of use" asset or lease. liability in the consolidated balance sheets as of September 30, 2021 and December 31, 2020.recognized a "right-of-use" asset and lease liability in the consolidated balance sheets as of March 31, 2022 under ASC 842 on the office space lease that was amended and renewed in February 2022. On a prospective basis, lease expense will be recognized on a straight-line basis over the remaining term of the lease. Operating leases are recognized on the balance sheet as right-of-use assets, and operating lease liabilities.



Upon adoption of ASC 842, the Company elected the "package of practical expedients" which allowed it to not reassess: (a) whether expired or existing other contracts are or contain leases, (b) the lease classification for any expired or existing leases, and (c) the treatment of initial direct costs relating to any existing leases as of March 31, 2022. The package of practical expedients was made as a single election and was applied to the lease renewed in February 2022.



Upon adoption of ASC 842, the Company also elected the practical expedient to not separate non-lease components, such as common area maintenance, from associated lease components for our ground and office space leases (see Note 4. Leases).



Long-Lived Assets and Finite Lived Intangibles



The Company has finite lived intangible assets consisting of patents and trademarks. These assets are amortized on a straight-line basis over their estimated remaining economic lives. The patents and trademarks are amortized over 15 years.



The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset.



Income Taxes



The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.



A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of and March 31, 2022 and December 31, 2021 (see Note 11. Income Taxes).



There are no uncertain tax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes. Management's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.



9





Convertible Preferred Stock



The Company has applied the guidance in Accounting Standards Codification ("ASC") 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and has classified all of its outstanding convertible preferred shares as permanent equity. The Company records shares of convertible preferred stock at their respective issuance price, net of issuance costs. The Company's convertible preferred stock share's redemption and conversion provisions are not exclusively at the option of the holder and are contingent on certain deemed liquidation events within the Company's control (see Note 7. Capital Structure).



Stock-based Compensation



The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield (see Note 9. Stock-based Compensation Expense).
8





Net Loss Per Share Attributable to Ordinary Stockholders



The Company computes loss per share attributable to ordinary stockholders by dividing net loss attributable to ordinary stockholders by the weighted-average number of ordinary shares outstanding. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the numerator is adjusted for the change in the fair value of the shares (only if dilutive) and the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding (see Note 8. Net Loss per Share Attributable to Common Stockholders).



Research and Development Expense



Research and development expense consist primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company's products and services. Research and development costs are expensed as incurred.



Selling, General, and Administrative Expense



Selling, general, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs.



10





Commitments



The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. There have been no such liabilities recorded by the Company as of September 30, 2021 and December 31, 2020.



Segment Reporting



The Company's chief operating decision maker, its Chief Executive Officer, manages its operations and business as one operating segment for the purposes of allocating resources, makes operating decisions and evaluates financial performance. Minimal product revenue has been generated since inception and substantially all assets are held in the United States.



Revenue Recognition



On January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("Topic 606") and recognizes revenue upon the transfer of goods or services in an amount that reflects the expected consideration received in exchange for those goods or services. The Company has not generated any other revenue for the three and nine months ended September 30, 2021.and 2020.revenues for the three months ended March 31, 2022 and 2021.



Recent Accounting Standards



There were no significant updates to the recently issued accounting standards. Although there are several other new accounting standards issued or proposed by the Financial Accounting Standards Board ("FASB"), the Company does not believe any of those accounting standards have had or will have a material impact on its financial position or operating results.



3. Balance Sheet Components



Property and Equipment, Net



Property and equipment is comprised of the following:



| | | (Unaudited) | | | December 31, | |
| | | March 31, | | | | |
| | | 2022 | | | 2021 | |
| Automobiles | | $325,406 | | | $325,406 | |
| Automobiles | | $ | 288,430 | | | $ | 279,617 | |
| Furniture and fixtures | | | 138,483 | | | | 133,102 | |
| Computer and Equipment | | | 184,482 | | | | 76,048 | |
| Construction work in progress | | | 104,279 | | | | - | |
| Property and equipment, gross | | | 715,674 | | | | 488,767 | |
| Less: accumulated depreciation and amortization | | | (407,056 | ) | | | (385,980 | ) |
| Total property and equipment, net | | $ | 308,618 | | | $ | 102,787 | |



11



Depreciation expense for the three months ended September 30, 2021 and 2020 was $21,913 and $22,042, respectively.Depreciation expense for the nine months ended September 30, 2021 and 2020 was $65,998 and $66,127, respectively.March 31, 2022 and 2021 was $21,075 and $22,042, respectively.



Accrued Expenses and Other Current Liabilities



Accrued expenses and other current liabilities are comprised of the following:



| | | (Unaudited) | | | December 31, | |
| | | March 31, | | | | |
| | | 2022 | | | 2021 | |
| Credit card payable | | $ | 1,829 | | | $ | 11,678 | |
| Accrued expenses | | | 30,526 | | | | 175,761 | |
| Accrued expenses | | | 124,214 | | | | 82,478 | |
| Accrued payroll | | | 142,597 | | | | 94,186 | |
| Accrued payroll | | | 46,934 | | | | 201,000 | |
| Total accrued expenses and other current liabilities | | $ | 172,977 | | | $ | 295,156 | |



9





On March 27, 2020, the United States Congress passed the Coronavirus, Aid, Relief and Economic Security Act (the "CARES Act") in response to the economic impact of the coronavirus ("COVID-19") pandemic in the United States (see Note 13. Risks and Uncertainties). Section 2302 of the CARES Act allowed employers to defer the deposit and payment of the employer's share of social security taxes that were otherwise required to be deposited between March 27 and December 31, 2020, and to pay the deferred taxes in two installments - with the first half due on December 31, 2021, and the remainder by December 31, 2022. Between May 1 and December 31, 2020, the Company deferred social security taxes due amounting to $135,916.As of December 31, 2021, the Company remitted $67,958 in social security taxes due that were deferred between May 1 and December 31, 2020. The remaining $67,958 is expected to be paid prior to December 31, 2022.



Section 2301 of the CARES Act also provided refundable employee retention credits (the "ERC") against certain employment taxes. The Company is currently evaluating its eligibility to claim the ERC and the impact of the credits on its consolidated statement of operations.



12





4. Leases



The Company leases its office space in Menlo Park, California, under a lease agreement which expired in February 2022 and was subsequently renewed and amended for an 18 month term that expires in August 2023. under a recurring lease agreement with the current 1-year lease agreement entered into on March 2021, expiring in February 2022 Monthly payments are approximately $15,500 and The lease can be renewed for an additional year at the option of The Company. future minimum payments under the primary terms of the lease are approximately $179,000 for the year ending December 31, 2021 and $31,000 in 2022 until the expiration of the lease in February 2022.$47,000. The lease includes non-lease components (i.e. common area maintenance costs) that are paid separately from rent based on actual costs incurred.



The Company's future lease payments under non-cancellable leases as of March 31, 2022 are as follows, which are presented as lease liabilities on the Company's consolidated balance sheet:




| Period | | Operating Lease | |
| Remainder of 2022 | | $ | 419,115 | |
| 2023 | | | 382,326 | |
| Total lease payments | | | 801,441 | |
| Less: imputed interest | | | (23,717 | ) |
| Present value of lease liabilities | | $ | 777,724 | |
| | | | | |
| Operating lease liability, current | | $ | 548,982 | |
| Operating lease liability, net of current portion | | | 228,742 | |
| Total operating lease liabilities | | $ | 777,724 | |
| | | | | |
| Weighted-average remaining lease term (in years) | | | 1.42 | |
Rent expense for the three months ended September 30, 2021, and 2020 was $60,383 and $49,552, respectively.
| Weighted-average discount rate | | | 2.96 | % |



Lease expense under the Company's operating lease was $78,099 and $39,595 for the three-month periods ended March 31, 2022 and 2021, respectively.



Rent expense for the nine months ended September 30, 2021 and 2020 was $175,391and $127,599, respectively.
The amortization of the operating lease right-of-use assets for the three-month period ended March 31, 2022 was $47,112.



10





5. Intangible Assets, Net



The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows:



| | | As of March 31, 2022 | |
| | | Gross Carrying | | | Accumulated | | | Net Carrying | |
| | | Carrying | | | Amortization | | | Amount | |
| | | Amount | | | | | | | |
| Patent | | $ | 7,000 | | | $ | (4,200 | ) | | $ | 2,800 | |
| Trademark | | | 45,000 | | | | (17,750 | ) | | | 27,250 | |
| Total intangible assets | | $ | 52,000 | | | $ | (21,950 | ) | | $ | 30,050 | |



| | | As of December 31, 2021 | |
| | | Gross Carrying | | | Accumulated | | | Net Carrying | |
| | | Carrying | | | Amortization | | | Amount | |
| | | Amount | | | | | | | |
| Patent | | $ | 7,000 | | | $ | (4,083 | ) | | $ | 2,917 | |
| Trademark | | | 45,000 | | | | (17,000 | ) | | | 28,000 | |
| Total intangible assets | | $ | 52,000 | | | $ | (21,083 | ) | | $ | 30,917 | |



Amortization expense for each of the three months ended March 31, 2022, and 2021 was $867.



Amortization expense for each of the nine months ended September 30, 2021 and 2020 was $2,600.



13





Estimated amortization expense for all intangible assets subject to amortization in future years as of March 31, 2022 is expected to be:



| Years Ending December 31, | | | Amortization | |
| Three month period ending December 2021 | | $ | 866 | |
| Remainder of 2022 | | | $ | 2,600 | |
| Twelve-month period ending 2022 | | | 3,467 | |
| Twelve-month period ending 2023 | | | 3,467 | |
2023 | | | | 3,467 | |
| Twelve-month period ending 2024 | | | 3,467 | |
| 2024 | | | | 3,467 | |
| Total | | $ | 31,783 | |



| Years Ended December 31, | | Amortization | |
| 2021 | | $ | 3,467 | |

| 2025 | |
| 2023 | | | 3,467 | |
| 2026 | | | | 3,467 | |
| 2025 | | | 3,467 | |
| Thereafter | | | | 13,582 | |
| Total | | | $ | 30,050 | |



6. Debt



Payroll Protection Program Note



In April 2020, the Company entered into a Note with JPMorgan Chase (the "Lender") under the U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") established under Section 1102 of the CARES Act, pursuant to which the Company borrowed $695,078 (the "Note"). The Note accrues interest at a rate of 0.98% per annum and matures in 24 months from the date of the Note. The Note may be repaid at any time with no prepayment penalty. All of the funds received under the PPP had been used for qualified purposes. The Company applied for forgiveness of the Note in accordance with PPP guidelines, and in October, 2021, received approval of the forgiveness application. As of March 31, 2022 and December 31, 2021, there was no outstanding balance for the Note.



In February 2021, the Company entered into a second Note (the "PPP2 Note") with the Lender, pursuant to which the Lender agreed to make a loan to the Company under the PPP offered by the SBA in a principal amount of $892,115 pursuant to Title 1 of the CARES Act. The PPP2 Note matures in five years with interest accruing at 0.98% per annum. Proceeds of the PPP2 Note are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. All of the funds received under the PPP2 Note were used for qualified purposes during 2021. The Company applied for forgiveness of the loan in accordance with PPP guidelines, and in November, 2021, received approval of the forgiveness application. As of March 31, 2022 and December 31, 2021, there was no outstanding balance for the PPP2 Note.



11





7. Capital Structure



Common Stock



As of March 31, 2022 and December 31, 2021, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.00001 per share. As of March 31, 2022 and December 31, 2021, the Company had 27,094,430 and 26,487,680 shares of common stock issued and outstanding, respectively. Holders of common stock have no preemptive, conversion or subscription rights and there is no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future.



Convertible Preferred Stock



In October 2021, the Company amended its Certificate of Incorporation and revised the number of preferred stock shares authorized for issuance to 10,000,000 shares at a par value of $0.00001. As of March 31, 2022, there were no shares issued and outstanding against these shares.
As of September 30, 2021 and December 31, 2020, The Company's Certificate of Incorporation authorized the Company




Conversion



The Company's convertible preferred stock shares that were outstanding at the completion of the IPO on October 20, 2021 automatically converted to shares of common stock on a 1:1 basis. As of March 31, 2021 and prior to the completion of the IPO, the Company was authorized
to issue up to 21,982,491 shares of preferred stock at a par value of $0.00001.respectively.



The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences at September 31, 2021 and December 31, 2020 were as follows:prior to the IPO were as follows:



| Series | | Shares | | | Shares | | | Per Share | | | Aggregate | | | Gross | |
| | | Authorized | | | Shares Issued and Outstanding | | | Per Share Liquidation Preference | | | Aggregate Liquidation Amount | | | Gross Proceeds | | Issued and | | | Liquidation | | | Liquidation | | | Proceeds | |
| | | | | | Outstanding | | | Preference | | | Amount | | | | |
| Series A | | | 10,157,843 | | | | 10,157,843 | | | | 0.6842 | | | | 6,949,996 | | | | 6,949,996 | |
| Series B | | | 6,567,670 | | | | 6,567,670 | | | | 3.3939 | | | | 22,290,015 | | | | 22,290,015 | |
| Series C | | | 5,256,978 | | | | 5,256,978 | | | | 15.7933 | | | | 83,025,031 | | | | 83,025,031 | |
| | | | 21,982,491 | | | | 21,982,491 | | | | | | | | 112,265,042 | | | | 112,265,042 | |



Dividends



The holders of preferred stock are entitled to receive dividends, when and if declared by the Company's Board of Directors, out of any legally available funds. The holders of preferred stock are entitled to receive dividends, prior and in preference to dividends declared on common stock, at the rate of: Series A - $0.0411 per share per annum; Series B - $0.2036 per share per annum; and Series C - $0.9476 per share per annum. Dividends are non-cumulative and will be paid pro rata, on an equal priority, pari passu basis. After payment of preferred stock dividends, any additional dividends will be paid ratably among holders of common stock and preferred stock on an as converted to Common Stock basis. As of March 31, 2022 and December 31, 2021, no dividends have been declared.



Conversion



Each share of preferred stock is convertible to common stock at any time after the date of issuance at a rate of dividing the original issuance price by the conversion price. As the conversion price is initially equal to the original issuance price, the preferred stock is currently convertible on a 1:1 basis, subject to certain adjustments.



Voting



The holder of each share of Preferred Stock is entitled to voting rights equal to the number of shares of common stock.



Preferred stockholders shall cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder are convertible. So long as any shares of Series A Preferred Stock remain outstanding, the holders of the Series A Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. So long as any shares of Series B Preferred Stock remain outstanding, the holders of the Series B Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. So long as any shares of Series C Preferred Stock remain outstanding, the holders of the Series C Preferred Stock, voting as a separate class, are entitled to elect one director of the Company. The holders of Common Stock, voting as a separate class, are entitled to elect two directors of the Company. The holders of Preferred Stock and Common Stock, on an as converted to basis, are entitled to elect any remaining members to the Board of Directors.



12





Liquidation



In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of preferred stock on a pari passu basis, are entitled to receive, prior to and in preference over holders of common stock, an amount equal to the original issuance price-Series A - $0.6842 per share; Series B - $3.3939 per share; and Series C - $15.7933 per share. 2) If the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of the shares of Preferred Stock the full amount to which they are entitled, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amount which would otherwise be payable in respect to the share of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.



8. Net Loss Per Share Attributable to Common Stockholders



The following table summarizes the computation of basic and diluted loss per share:



| | | Three months Ended | |
| | | March 31, | |
| | | 2022 | | | 2021 | |
| Net loss attributable to common stockholders | | $ | (3,819,039 | ) | | $ | (1,551,823 | ) |
| | | | | | | | | |
| Basic and diluted weighted average common shares outstanding | | | 966,210 | | | | 951,794 | |
| | | | | | | | | |
| Loss per share: | | | | | | | | |
| Basic and diluted | | $ | (5.94 | ) | | $ | (6.38 | ) |



| | | Three months ended | |
| | | September 30, | |
| | | 2021 | | | 2020 | |
| Net loss attributable to common stockholders | | $ | (2,099,185 | ) | | $ | (1,762,172 | |
| | | | | | | | | |
| Basic and diluted weighted average common shares outstanding | | | 966,210 | | | | 951,794 | |
26,862,227 | | | | 951,794 | |
| | | | | | | | | |
| Loss per share: | | | | | | | | |
| Basic and diluted | | $ | (0.14 | ) | | $ | (1.63 | ) |



Basic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the effect of unvested restricted stock awards and the convertible preferred Stock; however, such items were not considered in the calculation of the diluted weighted average common shares outstanding since they would be anti-dilutive.



16





Potentially dilutive securities excluded from the calculation of diluted shares outstanding are shown below
Common stock reserved for future issuance, on an as-if converted basis, are shown below as of:



| | | Nine Months Ended | || Year ended | |
| | | September 30, | || December 31, | |
| | | 2021 | | | 2020 | |

| | | March 31, | |
| | | 2022 | | | 2021 | |
| Issuance of options under stock option plan | | | 9,250,569 | | | | 5,973,366 | |

| Unvested restricted Shares | | | 12,861,949 | | | | 10,652,680 | |
| Shares available for future stock option grants | | | 9,392,571 | | | | 10,827,940 | |
| Common shares issuable upon conversion of preferred stock | | | - | | | | 21,982,491 | |
| | | | | | | | | |
| Total | | | 34,844,440 | | | | 32,635,171 | |
| Total | | | 18,643,140 | | | | 38,783,797 | |



9. Stock-based Compensation Expense



Stock-Based Compensation



The Company measures employee and director stock-based compensation awards based on the award's estimated fair value on the date of grant. Expense associated with these awards is recognized using the straight-line attribution method over the requisite service period for stock options, RSUs and restricted stock, and is reported in our consolidated statements of comprehensive loss.



13





The fair value of our stock options is estimated, using the Black-Scholes option-pricing model. The resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award. The Company has elected to recognize forfeitures as they occur. Stock options generally vest over four years and have a contractual term of ten years.



Determining the grant date fair value of options requires management to make assumptions and judgments. These estimates involve inherent uncertainties and if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.



The assumptions and estimates for valuing stock options are as follows:



| | ● | Fair value per share of Company's common stock. Because there was no public market for Cyngn's common stock prior to the IPO, our Board of Directors, with the assistance of a third-party valuation specialist, determined the common stock fair value at the time of the grant of stock options by considering a number of objective and subjective factors, including our actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the company, and the likelihood of achieving a liquidity event among other factors. Since our common stock began publicly trading on the NASDAQ, the value of our common stock underlying stock options has been valued based on prevailing market prices. |



| | ● | Expected volatility. the Company determines the expected volatility based on historical average volatilities of similar publicly traded companies, corresponding to the expected term of the awards. |
| | ● | Expected volatility. Because our common stock had no publicly traded history prior to the IPO, we estimated the expected volatility using our own stock price volatility to the extent applicable or a combination of our stock price volatility and the stock price volatility of peer companies, for a period equal to the expected term of the options. |



| | ● | Expected term. The Company determines the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock-option exercises. |
| | ● | Expected term. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. We estimate the expected term of options granted based upon the "simplified method" provided under Staff Accounting Bulletin, Topic 14, or SAB Topic 14. |



| | ● | Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards. |



| | ● | Estimated dividend yield. The estimated dividend yield is zero, as the Company does not currently intend to declare dividends in the foreseeable future. |



17





Equity Incentive Plans



In February 2013, the Board of Directors adopted the 2013 Equity Incentive Plan ("2013 Plan"). The 2013 Plan authorizes the award of stock options, stock appreciation rights, restricted stock awards, stock appreciation rights, RSUs, performance awards, and other stock or cash awards.



In October 2021, our Board of Directors adopted the Cyngn Inc. 2021 Equity Incentive Plan (the "2021 Plan"). Our 2021 Plan replaces our 2013 Plan. However, awards outstanding under our 2013 Plan will continue to be governed by their existing terms.



As of March 31, 2022 and December 31, 2021, approximately 9,392,571 and 10,502,696
As of September 30, 2021 and December 31, 2020, approximately 8,206,191 and 9,821,567 shares of common stock were reserved and available for issuance under the 2013 Plan.



In July 2021 the Company's Board of Directors passed a resolution that approved to grant options to purchase 2,692,000 shares of the Company's common stock at $2.88 per share to certain employees of the Company under the 2013 Plan,
2021 Plan and 2013 Plan, respectively.



Options issued under the Plan generally vest based on continuous service provided by the option holder over a four-year period. Compensation expense related to these options is recognized on a straight-line basis over the four-year period based upon the fair value at the grant date.

14





The following table summarizes information about the Company's stock options outstanding as well as stock options vested and exercisable as of March 31, 2022, and activity during the three months then ended:

The following table sets forth the summary of options activity for the year ended December 31, 2020 and the nine months ended:September 30, 2021:



| | | Shares | | | Weighted-average exercise price | | | Weighted-average remaining contractual term (years) | | | Shares | | | Weighted- | | | Weighted- | | | Aggregate intrinsic value | |
| Outstanding as of December 31, 2020 | | | 6,971,301 | | | $ | 0.20 | | | | 7.0 | | | $ | 1,399,827 | |
| | | | | | average | | | average | | | value | |
| | | | | | exercise | | | remaining | | | | |

| Vested and expected to vest at December 31, 2020 | | | 10,892,738 | | | $ | 0.54 | | | | 7.0 | || $ | 5,860,120 | |
| | | | | | price | | | contractual term | | | | |
| | | | | | | | | (years) | | | | |

| Vested and exercisable at December 31, 2020 | | | 5,978,428 | | | $ | 0.20 | | | | 6.9 | | | $ | 398,584 | |
| Outstanding as of December 31, 2021 | | | 8,769,694 | | | $ | 1.20 | | | | 7.15 | | | $ | 15,746,916 | |
| Granted | | | 1,139,500 | | | | 1.45 | | | | - | | | | | |
| Exercised | | | (14,416 | ) | | | 0.23 | Exercised | | | (616,750 | ) | | | 0.14 | | | | - | | | | 880,550 | |
| Cancelled/forfeited | | | (41,875 | ) | | | 2.88 | | | | - | | | | | |
| Outstanding as of September 30, 2021 | | | 8,592,678 | | | $ | 1.04 | | | | 6.0 | | | $ | 8,946,804 | |
| Outstanding as of March 31, 2022 | | | 9,250,569 | | | $ | 1.29 | | | | 7.38 | | | $ | 6,703,990 | |
| Vested and expected to vest at September 30, 2021 | | | 11,375,469 | | | $ | 0.53 | | | | 7.0 | | | $ | 6,050,155 | |March 31, 2022 | | | 9,250,569 | | | $ | 1.29 | | | | 7.38 | | | $ | 6,703,990 | |
| Vested and exercisable at September 30, 2021 | | | 5,505,018 | | | $ | 0.22 | | | | 7.0 | | | $ | 1,189,368 | |
| Vested and exercisable at March 31, 2022 | | | 5,187,221 | | | $ | 0.30 | | | | 5.79 | | | $ | 6,493,460 | |



The fair value of a stock option is estimated using an option-pricing model that takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The Company has used the simplified method in calculating the expected term of all option grants based on the vesting period and contractual term. Compensation costs related to share-based payment transactions are recognized in the financial statements upon satisfaction of the requisite service or vesting requirements.



The weighted average per share grant-date fair value of options granted during the years ended December 31, 2020 and 2019 was $0.07 and $0.07 respectively.three months ended March 31, 2022 and 2021 was $0.57 and $0, respectively.



18





The following weighted average assumptions were used in estimating the grant date fair values in September 30, 2021 and December 31, 2020:during the:



| | | September 30, | || December 31, | |
| | | Three Months Ended | |
| | | March 31, | |

| | | 2022 | | | 2021 | |
| Fair value of common stock | | $ | 1.45 | | | $ | - | |
| Expected term (in years) | | | 6.05 | | | | - | |
| Risk-free rate | | | 2.39 | % | | | - | % |
| Expected volatility | | | 36.15 | % | | | - | % |
| Dividend yield | | | 0 | % | | | 0 | % |



During the three months ended September 30, 2021 and 2020, we recorded stock-based compensation expense from stock options of approximately $70,400 and $46,590, respectively.
During the three months ended March 31, 2022 and 2021,




During the nine months ended September 30, 2021, and 2020, we recorded stock-based compensation expense from stock options of approximately $520,142 and $7,860, respectively.



As of March 31, 2022, total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $7,053,547. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 4.3 years.



10. Retirement Savings Plan



Effective November 17, 2017, the Company established the Cyngn Inc. 401(k) Plan for the exclusive benefit of all eligible employees and their beneficiaries with the intention to provide a measure of retirement security for the future. This plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and qualifies under Section 401(k) of the Internal Revenue Code. Cyngn, Inc. did not offer and has not provided a company match for its 401(k) Plan.



15





11. Income Taxes



For the three months ended September 30, 2021 and 2020, For the three months ended March 31, 2022 and 2021, the Company recorded income tax expense of $0. and tax expense of $0, respectively. The effective tax rate is 0% and 0% for the three months ended September 30, 2021 and 2020, respectively.



For the nine months ended September 30, 2021 and 2020, the Company recorded income tax expense of $0 and tax expense of $0, respectively. The effective tax rate is 0% and 0% for the nine months ended September 30, 2021.and 2020, respectively.
March 31, 2022 and 2021.



For financial reporting purposes, the Company's effective tax rate used for the interim periods is based on the estimated full-year income tax rate. For the three months ended March 31, 2022, the Company's effective tax rate differs from the statutory rate, primarily due to a valuation allowance recorded against the net deferred tax asset balance..



On March 27, 2020, the CARES Act was enacted in response to market conditions related to the COVID-19 pandemic. The CARES Act includes many measures to help companies, including changes that are temporary and non-income based tax laws, some of which were part of the Tax Cuts and Jobs Act. One provision of the CARES Act increases the tax deduction for net operating losses from 80% to 100% for 2018 through 2020 and allows net operating losses generated in 2018 through 2020 to be carried back up to five years. The Company has made reasonable assessments in accounting for certain effects of the CARES Act that was passed. However, the provisional impacts may be refined over the prescribed measurement period.



Currently, the Company is not under examination by any taxing authority.



19





12. Commitments and Contingencies



Legal Proceedings



The Company is subject to legal and regulatory actions that arise from time to time. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2022 and December 31, 2021.



13. Risks and Uncertainties



COVID-19



A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a pandemic by the World Health Organization. While Cyngn's business has experienced limited disruption due to this pandemic, our leadership team continues to focus on the highest level of safety measures to protect our employees. The Company is aware COVID-19 continues to present significant uncertainty in the future economic outlook for our customers and the markets we serve.



14. Subsequent Events



The Company performed a review of events subsequent to the balance sheet date through November 18, 2021, The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date of the financial statements were issued.and determined that there were no other events requiring recognition or disclosure in the financial statements.



In October 2021, the PPP Note for $695,078 was approved for forgiveness by our lender in accordance with PPP forgiveness guidelines. The forgiveness of the Note, including accrued but unpaid interest, will be recorded as a gain on extinguishment of debt in our consolidated statements of operations in the fourth quarter of 2021.
On April 28, 2022, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited and institutional investors for a private placement offering ("Private Placement") of the Company's common stock (the "Common Stock") or pre-funded warrants (the "Pre-Funded Warrants") and warrants exercisable for Common Stock (the "Common Warrants"). Pursuant to the Purchase Agreement, the Company sold (i) 3,790,322




In November 2021, the PPP2 Note for $892,115 was approved for forgiveness by our lender in accordance with PPP forgiveness guidelines. the forgiveness of the PPP2 Note, including accrued but unpaid interest, will be recorded as a gain on extinguishment of debt in our consolidated statements of operations in the fourth quarter of 2021.



On October 22, 2021, the Company consummated its IPO of 3,500,000 shares of its Common Stock at an offering price of $7.50 per share. The IPO generated net proceeds of $23.3 million after deducting underwriting discounts, commissions and offering expenses. The Company also granted its underwriters the election to exercise a 45-day over-allotment option to purchase an additional 525,000 shares of Common Stock, at the IPO offering price, less underwriting discounts.together with Common Warrants to purchase up to 3,790,322 shares of Common Stock, and (ii) 2,661,291 Pre-Funded Warrants with each Pre-Funded Warrant exercisable for one share of Common Stock, together with Common Warrants to purchase up to 2,661,291 shares of Common Stock.



At the completion of the IPO, all shares of the Company's outstanding redeemable convertible preferred Stock, automatically converted to shares of Common Stock.



Immediately after the IPO, The Company filed an amended and restated certificate of incorporation, which became effective on October 22, 2021. the amended and restated certificate of incorporation authorized 110,000,000 shares consisting of 100,000,000 shares of Common Stock at a par value of $0.00001, and 10,000,000 shares of preferred stock at a par value of $0.00001. The rights of the holders of common stock are subject to and qualified by rights of the holders of The preferred stock
The Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each share of Common Stock and accompanying Common Warrant were sold together at a combined offering price of $3.10, and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $3.09.



The Common Warrants have an exercise price of $2.98 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The Common Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions.




The Company's board of directors adopted the Cyngn Inc. 2021 Incentive Plan (the "2021 Plan") and the Company's stockholders holding a majority of the voting power of The Company approved the 2021 Plan. The 2021 Plan became effective immediately on adoption and replaces the 2013 Plan. However, awards outstanding under our 2013 Plan will continue to be governed by their existing terms.
The Private Placement closed on April 29, 2022. The Company received gross proceeds of approximately $20 million before deducting transaction related expenses payable by the Company. All qualified legal, accounting, registration and other direct costs related to the Private Placement will be offset against the gross proceeds. The Company intends to use the net proceeds to fund its cash needs.



16







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The objective of this Management's Discussion and Analysis is to allow investors to view the Company from management's perspective, considering items that would have a material impact on future operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "Form 10-K"), which we filed with the U.S. Securities and Exchange Commission or the SEC, pursuant to Rule 424(b) under the Securities Act of 1933, as amended or the Securities Act), on October 21, 2021. ("SEC") on March 24, 2022. The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the "safe harbor" created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our other filings with the SEC, including the Form 10-K. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.



Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to "we," "us," and "our" refer to Cyngn Inc. and its consolidated subsidiaries.



Overview



We are an autonomous vehicle (AV) technology company that is focused on addressing industrial uses for autonomous vehicles. We believe 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 incumbent vehicle manufacturers, and high upfront investment commitment.



Industrial sites are typically rigid environments with consistent standards as opposed to city streets that have more variable environmental and situational conditions and diverse regulations. These differences in operational design domains (ODD) will be major factors that make proliferation of industrial AVs in private settings achievable with less time and resources than AVs on public roadways. Namely, safety and infrastructure challenges are cited as roadblocks that have delayed AVs from operating on public roadways at scale. Our focus on industrial AVs simplifies these challenges because industrial facilities (especially those belonging to a single end customer that operates similarly at different sites) share much more in common than different cities do. Furthermore, our end customers own their infrastructure and can make changes more easily than governments can on public roadways.



With these challenges in mind, we are developing an EAS that leverages advanced in-vehicle autonomous driving technology and incorporates leading supporting technologies like data analytics, fleet management, cloud, and connectivity. EAS provides a differentiated solution that we believe will drive pervasive proliferation of industrial autonomy and create value for customers at every stage of their journey towards full automation and the adoption of Industry 4.0.



EAS is a suite of technologies and tools that we divide into three complementary categories:



| | 1. | DriveMod, our modular industrial vehicle autonomous driving software; |



| | 2. | Cyngn Insight, our customer-facing tool suite for monitoring and managing AV fleets (including remotely operating vehicles) and generating/aggregating/analyzing data (including the Infinitracker asset tracker and IoT gateway device); and |



| | 3. | Cyngn Evolve, our internal tool suite and infrastructure that facilitates artificial intelligence (AI) and machine learning (ML) training to continuously enhance our algorithms and models and provides a simulation framework (both record/rerun and synthetic scenario creation) to ensure that data collected in the field can be applied to validating new releases. |



21





Legacy automation providers manufacture specialized industrial vehicles with integrated robotics software for rigid tasks, limiting automation to narrow uses. Unlike these specialized vehicles, EAS can be compatible with the existing vehicle assets in addition to new vehicles that have been purpose built for autonomy by vehicle manufacturers. EAS is operationally expansive, vehicle agnostic, and compatible with indoor and outdoor environments. By offering flexible autonomous services, we aim to remove barriers to industry adoption.



17





We understand that scaling of autonomy solutions will require an ecosystem made up of different technologies and services that are enablers for AVs. Our approach is to forge strategic collaborations with complementary technology providers that accelerate AV development and deployment, provide access to new markets, and create new capabilities. Our focus on designing DriveMod to be modular will combine with our experience deploying AV technology on diverse industrial vehicle form factors, which will be difficult for competitors to replicate.



We expect our technology to generate revenue through two main methods: deployment and EAS subscriptions. Deploying our EAS requires us and our integration partners to work with a new client to map the job site, gather data, and install our AV technology within their fleet and site. We anticipate that new deployments will yield project-based revenues based on the scope of the deployment. After deployment, we expect to generate revenues by offering EAS through a Software as a Service (SaaS) model, which can be considered the AV software component of Robotics as a Service (RaaS). Although we have not offered, and have no present intention to offer, the robotic assets ourselves directly to the end customer, our software can be part of a combined offering with third parties, such as an OEM.



RaaS is a subscription model that allows customers to use robots/vehicles without purchasing the hardware assets upfront. We will seek to achieve sustained revenue growth largely from ongoing SaaS-style EAS subscriptions that enable companies to tap into our ever-expanding suite of AV and AI capabilities as organizations transition into full industrial autonomy.



Although EAS is not yet commercially available and both the components and the combined solution are still under development, components of EAS have already been used for a paid customer trial and pilot deployments. We have not yet derived any recurring revenues from EAS and intend to start marketing EAS to customers in 2022. We expect EAS to continually be developed and enhanced according to evolving customer needs, which will take place concurrently while other completed features of EAS are commercialized. We expect annual R&D expenditures in the foreseeable future to equal or exceed that of 2020 and 2021. We also expect that limited paid pilot deployments in 2022 and 2023 will offset some of the ongoing R&D costs of continually developing EAS. We target scaled deployments to begin in 2024.



Our go-to-market strategy is to acquire new customers that use industrial vehicles in their mission-critical and daily operations by (a) leveraging the relationships and existing customers of our network of strategic partners, (b) bringing AV capabilities to industrial vehicles as a software service provider, and (c) executing a robust in-house sales and marketing effort to nurture a pipeline of industrial organizations. Our focus is on acquiring new customers who are either looking (a) to embed our technology into their vehicle product roadmaps or (b) to apply autonomy to existing fleets with our vehicle retrofits. In turn, our customers are any organizations that could utilize our EAS solution, including OEMs that supply industrial vehicles, end customers that operate their own industrial vehicles, or service providers that operate industrial vehicles for end customers.



As OEMs and leading industrial vehicle users seek to increase productivity, reinforce safer working environments, and scale their operations, we believe we are uniquely positioned to deliver a dynamic autonomy solution via our EAS to a wide variety of industrial uses. Our long-term vision is for EAS to become a universal autonomous driving solution with minimal marginal cost for companies to adopt new vehicles and expand their autonomous fleets across new deployments. We have already deployed DriveMod software on nine different vehicle form factors that range from stockchasers and stand-on floor scrubbers to 14-seat shuttles and 5-meter-long cargo vehicles demonstrating the extensibility of our AV building blocks. These deployments were prototypes or part of proof-of-concept projects. Of these deployments, two were at customer sites. For one deployment we were paid $166,000 and the other was part of our normal R&D activities.



Our strategy upon establishing a customer relationship with an OEM, is to seek to embed our technology into their vehicle roadmap and expand our services to their many clients. Once we solidify an initial AV deployment with a customer, we intend to seek to expand within the site to additional vehicle platforms and/or expand the use of similar vehicles to other sites operated by the customer. This "land and expand" strategy can repeat iteratively across new vehicles and sites and is at the heart of why we believe industrial AVs that operate in geo-fenced, constrained environments are poised to create value.



22





Meanwhile, over $16 billion has been invested into passenger AV development over the last several years with negligible revenues generated and constant delays. The $200 billion annual industrial equipment market (projected by 2027) is substantial, but it does not justify billions of dollars of annual research & development spend. These leading passenger AV companies will need to take the approach of first capturing the trillion-dollar markets of passenger AV to achieve their desired returns.



Initial Public Offering



On October 19, 2021, our registration statement on Form S-1 (File No. 333-259278) related to our initial public offering ("IPO") was declared effective by the SEC, and our common stock began trading on the Nasdaq Capital Market or Nasdaq, on October 20, 2021. Our IPO closed on October 22, 2021. As a result, our unaudited consolidated financial statements as of September 30, 2021 do not reflect the impact of our IPO. For additional information, see Note 1 - Description of Business and Basis of Presentation.
18





Critical Accounting Policies and Estimates and Judgements



Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. ("GAAP). The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are based on historical experience, current business factors, and other assumptions that we believe are reasonable and necessary to consider to form a basis on the judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified below that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical. our actual results could differ significantly from these estimates under different assumptions and conditions.



There have been no recently adopted accounting standards and recently issued accounting standards not yet adopted by the Company during the nine months ended September 30, 2021, and as of the date of this quarterly report on Form 10-Q that are of significance or potential significance to the Company. The Company does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its financial statements.as of and for the period ending September 30,2021.




We believe the assumptions and estimates associated with the following have the greatest potential impact on our consolidated financial statements.



Warrants



The Company issued to its lead underwriter in the IPO, warrants to purchase up to 140,000 shares of its common stock. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the valuation as equity instruments in consideration of the cashless settlement provisions in the warrant agreement.



The Company also applied the guidance in ASC 340-10-S99-1, Other Assets and Deferred Costs, that states specific incremental costs directly attributable to a proposed or actual offering of equity securities may properly be deferred and charged against the gross proceeds of the offering. The Company treated the valuation of the warrants as directly attributable to the issuance of an equity contract and accordingly, classified the warrants as additional paid-in capital.



Stock-based Compensation



The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield.



Research and Development Expense



Research and development expense consist primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company's products and services. Research and development costs are expensed as incurred.



General, and Administrative Expense



General, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs.



19





Results of Operations



Revenue



The Company has not generated any revenue for the three and nine months ended September 30, 2021 and 2020.months ended March 31, 2022 and 2021.



Research and Development



Research and development expense for the three months ended September 30, 2021 decreased by ($0.3 million or (23.1%) to $1.2 March 31, 2022 increased by $0.7 million or 79.9% to $1.7 million from $1.0 million for the three months ended September 30, 2020. The decrease is primarily attributable to the decrease in personnel engaged in the research and development of our AV technology in 2021. compared to pre-COVID-19 headcount levels in 2020. Research and development expense for the three months ended September 30, 2020 increased by $0.2 million or 17.8% to $1.5 million from $1.3 million. The increase is primarily attributable to the increase in headcount on March 31, 2021. The increase is attributable to the increase in personnel engaged in the research and development of our AV technology in 2022 compared to headcount levels



Research and development expenses for the nine months ended September 30, 2021, decreased by ($1.3 million) or (30.1%) to $2.9 million from $4.2 million for the nine months ended September 30, 2020. The decrease was primarily attributed to the impact of reduced headcount levels in engineering and other research and development personnel compared to pre-COVID-19 headcount levels. in 2021, external R&D contractors, allocated occupancy costs, and R&D chargeable travel-related costs. The Company plans to continue to restore the appropriate level of engineering and other personnel to support its research and development efforts and expects research and development costs to increase over time.



23



General and Administrative



General and administrative expenses increased by approximately $1.5 million or 247.3% to $2.1 million for the three months ended March 31, 2022 from $0.6 million for the three months ended September 30, 2020. The increase was primarily attributed to the March 31, 2021. The increase was attributed to the following factors: i) an increase in personnel related costs as the Company increased staff to support being a public company during the three months ended March 31, 2022, compared to the same three-month period ended September 30, 2020.



General and administrative expenses increased by approximately $0.9 million or 46.4% to $2.8 million for the nine months ended September 30, 2021, from $1.9 million for the nine months ended September 30, 2020. the increase was driven primarily by the increase in personnel related costs and; professional services necessary to support the Company's publicly listed status.
March 31, 2021; ii) the increase in occupancy costs following the renewal of the lease that expanded the square footage of the leased area; iii) directors and officers insurance coverage taken by the Company and; iv) professional fees related to required compliance and regulatory filings following the Company becoming a public company after its IPO.



Other Income, net



Other income, net consists primarily of interest income earned on the Company's cash and cash equivalents, net of interest expense recognized on its Paycheck Protection Program (PPP) Notes.Other income consists of gains recognized on the sale of disposed assets.PPP Notes.



For the three months ended March 31, 2022, other income, net increased by approximately $23.8 thousand to $25.9 thousand from $2.1 thousand for the three months ended September 30, 2020. $1,800 compared to the three months ended March 31, 2021. The increase is attributed to the increase in other income of $18.7 thousand representing gains recognized on the disposal of assets offset by the increase in interest expense recognized on a second PPP note for the three months ended September 30, 2021. compared to interest expense on a single PPP note for the period ended September 30, 2020.representing the present value interest recognized through March 31, 2022 on the adoption of lease accounting guidelines under ASC 842 on right-of-use assets and operating liabilities, compared to the interest expense recognized on the PPP Notes for the three months ended March 31, 2021. There were no subsequent interest expense recognized following the forgiveness by the SBA of the PPP Notes during the latter part of 2021.



For the nine months ended September 30,2021, other income, net decreased by approximately ($20.9 thousand) or (44.8%) to $25.8 thousand from $46.7 thousand for the nine months ended September 30, 2020. The decrease is attributed to the combined effects of i) interest expense recognized on the two PPP Notes for the nine months ended September 30, 2021.compared to a single PPP note as of September 30, 2020 and; ii) the decline in interest income resulting from both the reduction in the Company's cash balances and the reduced level in interest rates. This was offset by an increase in other income of $24.7 thousand on gains recognized on the disposal of an automobile that had a higher resale value over its carrying book value.



24



Liquidity and Capital Resources



The Company's principal source of liquidity is its cash and cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had cash of approximately $18.3 million and $21.9 million, respectively. On October 22, 2021, the Company closed its IPO which resulted in net proceeds of approximately $23.3 million after deducting underwriting discounts, commissions and offering expenses.



The Company's liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. The Company's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows.



Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents, management is of the opinion that the Company has sufficient funds for sustainable operations and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of this report. Based on the above considerations, the Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.(see Initial Public Offering above).



20





Cash Flows



Operating activities



Net cash used in operating activities for the nine months ended September 30, 2021 was $5.7 million, a decrease of ($0.2 million or (4.5%) compared to $5.9 million for the nine months ended September 30, 2020. The decrease is primarily attributed to level of decreases in personnel-related costs and professional services of the research and development that offset by the increase three months ended March 31, 2022 was $3.4 million, an increase of $1.7 million or 98.7% compared to $1.7 million for the three months ended March 31, 2021. The increase is primarily attributed to the level of increases in personnel costs and professional services related to the Company's research and development activities, as well as increases in general and administrative personnel-related costs and professional services as the Company increased staff to support being a public company, both of which led to the increase in the Company's net loss for the period.



Investing activities



Net cash used in investing activities for the nine months ended September 30, 2021. was $29.0 thousand, consisting of $18.2 thousand in purchases of hardware equipment.offset by $47.2 thousand in asset disposals.three months ended March 31, 2022 was approximately $227,000, an increase of approximately $225,000 compared to approximately $2,000 for the three months ended March 31, 2021. The increase consists of approximately $227,000 in purchases of R&D-related hardware equipment.



Financing activities



Cash provided by financing activities consist of proceeds from the PPP notes and stock option exercisesof approximately $89,000 represent proceeds from option exercises for the three months ended March 31, 2022, a decrease of $0.8 million or 90.1% compared to $0.9 million for the three months ended March 31, 2021. The decrease is primarily attributable to the absence of a comparable PPP Note during the three months ended March 31, 2022 compared to the PPP Note proceeds received in February, 2021 that was subsequently forgiven by the SBA in November 2021. The Company expects to experience increases in proceeds from option exercises to supplement the public listing of its common stock shares in future periods.



Net cash provided by financing activities of $0.9 million for the nine months ended September 30, 2021, was primarily due to proceeds from the PPP2 Note and accrued interest on both the PPP Note and PPP2 Note from the SBA.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).



Emerging Growth Company Status



We are an "emerging-growth company", as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.



We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.



25





We are also a "smaller reporting company", meaning that the market value of our stock held by non-affiliates plus the aggregate amount of gross proceeds to us as a result of the IPO is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation



21





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not required for smaller reporting companies.



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our management, under the supervision and with the participation of our Principal Executive Officer (our Chief Executive Officer) and Principal Financial Officer (our Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2022. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2022, that considered remediation efforts commenced by the Company as a result of the material weaknesses noted during the assessment of the effectiveness of the Company's internal controls over financial reporting as of and for the years ended December 31, 2020 and 2019, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, our disclosure controls and procedures are not effective.



Internal Control over Financial Reporting



Other than noted, There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



22





PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



We are not currently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.



ITEM 1A. RISK FACTORS



Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Prospectus for our IPO filed with the SEC on October 21, 2021. "Part I, Item 1A. Risk Factors" in the Form 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Prospectus for our IPO filed with the SEC on October 21, 2021. Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



Recent Sale of Unregistered Equity Securities



In July 2021, we granted options to purchase 2,692,000 shares of the Company's common stock, to certain employees of the Company under our 2013 stock Incentive Plan with a per share exercise price of $2.88.
On April 28, 2022 pursuant to a securities purchase agreement with several institutional and accredited investors pursuant to which we sold an aggregate of (i) 3,790,322 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 2,661,291 shares of common stock, and (iii) warrants to purchase up to an aggregate of 6,451,613 shares of common stock for gross proceeds to the Company of approximately $20,000,000. The combined purchase price for one share of common stock and a warrant to purchase one share of common stock is $3.10 and the combined purchase price for one pre-funded warrant to purchase one share of common stock and a warrant to purchase one share of common stock is $3.099.



The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering. We believe that the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering.or in reliance on Rule 701 promulgated under Section 3(b) of the SECURITIESAct because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under Rule 701.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



On October 19 2021, our Registration Statement on Form S-1 (No. 333-259278) was declared effective by the SEC pursuant to which we issued and sold an aggregate of 3,500,000 shares of common stock at a public offering price of $7.50 per share for aggregate net cash proceeds of $23,340,325 after deducting underwriting discounts and commissions, and offering costs borne by us. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. The sale and issuance of 3,500,000 shares closed on October 22 2021. Aegis Capital Corp acted as the sole book-running manager for the offering. There has been no material change in the planned use of proceeds from our initial public offering from that described in the Prospectus.
ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



ITEM 5. OTHER INFORMATION



None.



23





ITEM 6. EXHIBITS



| Exhibit | | Description |
| Number | | |
| 3.1 | | Fourth Amended and Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 3.1 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 3.2 | | Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 3.2 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 3.3 | | Second Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 3.3 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 3.4 | | Third Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 3.4 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 3.5 | | Fourth Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 3.5 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 3.6* | | Fifth Amended and Restated Certificate of Incorporation of the Company. |
| 3.7 | | Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.8 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 10.1 | | Offer Letter between the Company and Lior Tal dated April 17, 2016
| 10.1 | | Engagement Letter dated April 27, 2022 incorporated by reference to Exhibit 10.1 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |Current Report on From 8-K filed with the SEC on April 29, 2022. |
| 10.2 | | Offer Letter between the Company and Ben Landen dated as of September 18, 2019 | 10.2 | | Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.2 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |Current Report on From 8-K filed with the SEC on April 29, 2022. |
| 10.3 | | Offer Letter between the Company and Donald Alvarez dated as of May 28, 2021 | 10.3 | | Form of Warrant incorporated by reference to Exhibit 10.3 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |Current Report on From 8-K filed with the SEC on April 29, 2022. |
| 10.4 | | 2013 Equity Incentive Plan incorporated by reference to Exhibit 10.4 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 10.4 | | Form of Registration Rights Agreement
| 10.5 | | 2021 Incentive Plan incorporated by reference to Exhibit 10.5 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
| 10.6 | | Second Amended and Restated Investors' Rights Agreement dated as of December 24, 2014 incorporated by reference to Exhibit 10.4 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |Current Report on From 8-K filed with the SEC on April 29, 2022. |
| 10.7 | | Form of Indemnification Agreement to be entered into with the Registrant and each of its officers and directors | 10.5 | | Form of Pre-Funded Warrant incorporated by reference to Exhibit 10.5 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |Current Report on From 8-K filed with the SEC on April 29, 2022. |
| 31.1* | | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. |
| 31.2* | | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. |
| 32.1** | | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. |
| 101.INS | | Inline XBRL Instance Document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |



| * | Filed herewith. |
| | |
| ** | Furnished herewith. |



24





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 12th day of May, 2022.



| | CYNGN INC. |
| | |
| | /s/ Lior Tal |
| | Lior Tal |
| | Chief Executive Officer, |
| | Chairman of the Board of Directors |
| | and Director |
| | (Principal Executive Officer) |
| | |
| | /s/ Donald Alvarez |
| | Donald Alvarez |
| | Chief Financial Officer |
| | (Principal Financial Officer) |





25



false --12-31 Q3 0001874097 0001874097 2021-01-01 2021-09-30 0001874097 2021-11-17 0001874097 2021-09-30 0001874097 2020-12-31 0001874097 2020-07-01 2020-09-30 0001874097 2020-01-01 2020-09-30 0001874097 2021-07-01 2021-09-30 0001874097 us-gaap:PreferredStockMember 2019-12-31 0001874097 us-gaap:CommonStockMember 2019-12-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001874097 us-gaap:RetainedEarningsMember 2019-12-31 0001874097 2019-12-31 0001874097 us-gaap:PreferredStockMember 2020-01-01 2020-03-31 0001874097 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0001874097 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001874097 2020-01-01 2020-03-31 0001874097 us-gaap:PreferredStockMember 2020-03-31 0001874097 us-gaap:CommonStockMember 2020-03-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001874097 us-gaap:RetainedEarningsMember 2020-03-31 0001874097 2020-03-31 0001874097 us-gaap:PreferredStockMember 2020-04-01 2020-06-30 0001874097 us-gaap:CommonStockMember 2020-04-01 2020-06-30 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0001874097 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001874097 2020-04-01 2020-06-30 0001874097 us-gaap:PreferredStockMember 2020-06-30 0001874097 us-gaap:CommonStockMember 2020-06-30 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-06-30 0001874097 us-gaap:RetainedEarningsMember 2020-06-30 0001874097 2020-06-30 0001874097 us-gaap:PreferredStockMember 2020-07-01 2020-09-30 0001874097 us-gaap:CommonStockMember 2020-07-01 2020-09-30 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-07-01 2020-09-30 0001874097 us-gaap:RetainedEarningsMember 2020-07-01 2020-09-30 false --12-31 Q1 0001874097 0001874097 2022-01-01 2022-03-31 0001874097 2022-05-11 0001874097 2022-03-31 0001874097 2021-12-31 0001874097 us-gaap:SeriesAPreferredStockMember 2022-03-31 0001874097 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001874097 us-gaap:SeriesBPreferredStockMember 2022-03-31 0001874097 us-gaap:SeriesBPreferredStockMember 2021-12-31 0001874097 us-gaap:SeriesCPreferredStockMember 2022-03-31 0001874097 us-gaap:SeriesCPreferredStockMember 2021-12-31 0001874097 2021-01-01 2021-03-31 0001874097 us-gaap:PreferredStockMember 2020-12-31 0001874097 us-gaap:CommonStockMember 2020-09-30 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-09-30 0001874097 us-gaap:RetainedEarningsMember 2020-09-30 0001874097 2020-09-30 0001874097 us-gaap:PreferredStockMember 2020-10-01 2020-12-31 0001874097 us-gaap:CommonStockMember 2020-10-01 2020-12-31 0001874097 cyngn:CommonStockWarrantsMember 2020-12-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-10-01 2020-12-31 0001874097 us-gaap:RetainedEarningsMember 2020-10-01 2020-12-31 0001874097 2020-10-01 2020-12-31 0001874097 us-gaap:PreferredStockMember 2021-01-01 2021-03-31 0001874097 us-gaap:CommonStockMember 2020-12-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001874097 us-gaap:RetainedEarningsMember 2020-12-31 0001874097 us-gaap:PreferredStockMember 2021-01-01 2021-03-31 0001874097 cyngn:CommonStockWarrantsMember 2021-01-01 2021-03-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001874097 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001874097 2021-01-01 2021-03-31 0001874097 us-gaap:PreferredStockMember 2021-03-31 0001874097 us-gaap:CommonStockMember us-gaap:PreferredStockMember 2021-03-31 0001874097 us-gaap:CommonStockMember 2021-03-31 0001874097 cyngn:CommonStockWarrantsMember 2021-03-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001874097 us-gaap:RetainedEarningsMember 2021-03-31 0001874097 2021-03-31 0001874097 us-gaap:PreferredStockMember 2021-04-01 2021-06-30 0001874097 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001874097 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001874097 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001874097 2021-04-01 2021-06-30 0001874097 us-gaap:PreferredStockMember 2021-06-30 0001874097 us-gaap:CommonStockMember 2021-06-30 us-gaap:CommonStockMember 2021-12-31 0001874097 cyngn:CommonStockWarrantsMember 2021-12-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001874097 us-gaap:RetainedEarningsMember 2021-12-31 0001874097 us-gaap:PreferredStockMember 2022-01-01 2022-03-31 0001874097 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001874097 cyngn:CommonStockWarrantsMember 2022-01-01 2022-03-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001874097 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001874097 us-gaap:PreferredStockMember 2022-03-31 0001874097 us-gaap:CommonStockMember 2022-03-31 0001874097 cyngn:CommonStockWarrantsMember 2022-03-31 0001874097 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001874097 us-gaap:RetainedEarningsMember 2021-09-30 0001874097 us-gaap:IPOMember 2021-10-21 2022-03-31 0001874097 us-gaap:CommonStockMember us-gaap:IPOMember 2021-10-22 0001874097 us-gaap:IPOMember cyngn:CYNMember 2021-10-01 2021-10-22 0001874097 2021-10-01 2021-10-22 0001874097 cyngn:PurchaseWarrantsMember 2021-10-01 2021-10-22 0001874097 us-gaap:IPOMember 2022-03-31 0001874097 cyngn:LiquidityMember 2022-03-31 0001874097 cyngn:LiquidityMember 2021-12-31 0001874097 us-gaap:MachineryAndEquipmentMember 2022-01-01 2022-03-31 0001874097 us-gaap:FurnitureAndFixturesMember 2022-01-01 2022-03-31 0001874097 us-gaap:LeaseholdImprovementsMember 2022-01-01 2022-03-31 0001874097 us-gaap:AutomobilesMember 2021-01-01 2021-09-30 0001874097 2021-03-01 2022-02-28 0001874097 2022-02-28 2022-01-01 2022-03-31 0001874097 pf0:ScenarioForecastMember 2022-12-31 0001874097 us-gaap:PatentsMember 2022-03-31 0001874097 us-gaap:TrademarksMember 2022-03-31 0001874097 us-gaap:PatentsMember 2021-12-31 0001874097 us-gaap:TrademarksMember 2021-12-31 0001874097 cyngn:AmortizationMember 2022-03-31 0001874097 2020-04-30 0001874097 2020-04-29 2020-04-30 0001874097 2021-02-28 0001874097 2021-02-21 2021-02-28 0001874097 us-gaap:SeriesAPreferredStockMember 2021-09-30 0001874097 us-gaap:SeriesBPreferredStockMember 2021-09-30 0001874097 us-gaap:SeriesCPreferredStockMember 2021-09-30 us-gaap:ConvertiblePreferredStockMember 2021-10-31 0001874097 us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-03-31 0001874097 us-gaap:SeriesBPreferredStockMember 2022-01-01 2022-03-31 0001874097 us-gaap:SeriesCPreferredStockMember 2021-01-01 2021-09-30 0001874097 2020-01-01 2020-12-31 0001874097 2021-07-01 2021-07-31 0001874097 2021-07-31 0001874097 2019-01-01 2019-12-31 0001874097 2020-01-01 2021-09-30 0001874097 srt:MinimumMember 2020-03-01 2020-03-27 0001874097 srt:MaximumMember 2020-03-01 2020-03-27 0001874097 2021-10-24 2021-10-31 0001874097 2021-11-24 2021-11-30 0001874097 2021-10-31 0001874097 us-gaap:IPOMember 2021-11-24 2021-11-30 0001874097 us-gaap:IPOMember 2021-11-30 0001874097 us-gaap:IPOMember 2021-01-01 2021-09-30 0001874097 us-gaap:IPOMember 2021-09-30 2022-01-01 2022-03-31 0001874097 2021-01-01 2021-12-31 0001874097 pf0:MinimumMember 2020-03-27 0001874097 pf0:MaximumMember 2020-03-27 0001874097 us-gaap:SubsequentEventMember 2022-04-28 2022-04-28 0001874097 us-gaap:SubsequentEventMember cyngn:PreFundedWarrantMember 2022-04-28 2022-04-28 0001874097 us-gaap:SubsequentEventMember 2022-04-28 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Exhibit 3.6



Delaware

The First State





I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "CYNGN INC.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF OCTOBER, A.D. 2021, AT 9:30 O`CLOCK A.M.

















| | | |
| 5278712 8100 | | Authentication:204489218 |
| SR# 20213585834 | | Date: 10-22-21 |



You may verify this certificate online at corp.delaware.gov/authver.shtml







State of Delaware Secretary of
StateDivisionof Corporations

Delivered 09:30 AM 10|22|2021
FILED09:30AM 10/22/2021

SR 20213585834 • File Number5278712



FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

CYNGN, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)



CYNGN, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "General Corporation Law"),

DOES HEREBY CERTIFY:

1. The name of this corporation is CYNGN Inc., and that this corporation was originally incorporated under the name, Cyanogen Inc. The date of the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was February 1, 2013.

2. That an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 5, 2013, a Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 22, 2013, a Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 22, 2014 and a Fourth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 12, 2015.

3. That the Board of Directors of the Corporation duly adopted resolutions proposing to amend and restate the Fourth Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Fourth Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST: The name of the corporation is Cyngn, Inc. (hereinafter called the "Corporation").

SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law or any applicable successor act thereto, as the same may be amended from time to time.

FOURTH: The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 110,000,000 shares, consisting of (i) 100,000,000 shares of common stock, par value

$0.00001 per share (the "Common Stock"), and (ii) 10,000,000 shares of preferred stock, par value

$0.00001 per share (the "Preferred Stock").

| | A. | Common Stock. The powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the Common Stock are as follows: |
| | 1. | Ranking. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the "Board") upon any issuance of the Preferred Stock of any series. |

1





| | 2. | Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of this Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate")) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law. |
| | 3. | Dividends. Subject to the rights of the holders of Preferred Stock, holders of shares of Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor. |
| | 4. | Liquidation. Subject to the rights of the holders of Preferred Stock, shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. A liquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this Section A.4., shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange or conveyance of all or a part of its assets. |
| | B. | Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval, by filing a certificate pursuant to the applicable law of the State of Delaware (the "Preferred Stock Designation"), setting forth such resolution and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. The powers, designation, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following: |

1. the designation of the series, which may be by distinguishing number, letter or title;

| | 2. | the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); |
| | 3. | the amounts or rates at which dividends will be payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; |
| | 4. | the dates on which dividends, if any, shall be payable; |

5. the redemption rights and price or prices, if any, for shares of the series;



2





| | 6. | the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series; |
| | 7. | the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; |
| | 8. | whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; |

9. restrictions on the issuance of shares of the same series or any other class or series;

| | 10. | the voting rights, if any, of the holders of shares of the series generally or upon specified events; and |
| | 11. | any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions of such shares, |

all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

FIFTH: This Article FIFTH is inserted for the management of the business and for the conduct of the affairs of the Corporation.

| | A. | General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law. |
| | B. | Number; Class; Term; Removal and Vacancies. |
| | 1. | Number of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be fixed from time to time by a resolution adopted by a majority of the Whole Board. For purposes of this Certificate of Incorporation, the term "Whole Board" shall mean the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. |
| | 2. | Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective. No decrease in the number of directors shall shorten the term of any incumbent director. |



| | 3. | Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the |

3





Corporation's first annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation's second annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation's third annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.



| | 4. | Removal. Any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to vote thereon. |



| | 5. | Vacancies. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor. |



SIXTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

SEVENTH: Subject to any additional vote required by the Restated Certificate or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

EIGHTH: This Article FIFTH addresses matters relating to stockholders.

| | A. | General. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined solely by the resolution of the board of directors in its sole and absolute discretion. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation. |
| | B. | Special Meeting of Stockholders. Special meetings of the stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer (as defined in the Bylaws) or by the majority of Whole Board and may not be called by the stockholders or any other person or persons. Business transacted at special meetings of stockholders shall be limited to the purpose or purposes stated in the notice of meeting. |
| | C. | Advance Notice of Stockholder Nominations and Business Transacted at Special Meetings. Advance notice of stockholder nominations for the election of directors of the Corporation and of business to be brought by stockholders before any meeting of stockholders of the Corporation shall be given in the manner provided in the Bylaws. |

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after



4





approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.

ELEVENTH:

| | A. | Delaware Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law or the Corporation's certificate of incorporation or Bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This Article ELEVENTH shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. |
| | B. | Federal Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this section. |

TWELFTH: If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such



5





provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.





4. That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

5. That this Fifth Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this Corporation's Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.







[Remainder of Page Intentionally Left Blank]



























6







IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this 22nd day of October, 2021



CYNGN, INC.

By /s/ Lior Tal
Name: Lior Tal

Title: Chief Executive Officer

Exhibit 31.1



CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934



I, Lior Tal, certify that:



| 1) | I have reviewed this quarterly report of Cyngn Inc.; |
| | |
| 2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| | |
| 3) | Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |



| 4) | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |



| | a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, , including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared. |



| | b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |



| | c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |



| | d. | Disclosed in this quarterly report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |



| 5) | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |



| | a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| | | |
| | b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |



| Date: May 12, 2022 | /s/ Lior Tal |
| | Lior Tal |
| | Chief Executive Officer, Chairman of the Board of Directors and Director |
| | (Principal Executive Officer) |



Exhibit 31.2



CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934



I, Donald Alvarez, certify that:



| 1) | I have reviewed this quarterly report on Form 10-Q of Cyngn Inc.; |



| 2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |



| 3) | Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |



| 4) | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |



| | a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared. |



| | b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |



| | c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and |



| | d. | Disclosed in this quarterly report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |



| 5) | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |



| | a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |



| | b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |



| Date: November 18, 2021 | /s/ Donald Alvarez |
| Date: May 12, 2022 | /s/ Donald Alvarez |
| | Donald Alvarez |
| | Chief Financial Officer |
| | (Principal Financial Officer) |





Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Cyngn Inc. ("Company") on Form 10-Q for the quarter ending March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof ("Report"), the undersigned, in the capacities and on the date indicated below, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of each of the undersigned:



| | 1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |



| | 2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |



| Date: May 12, 2022 | |
| | |
| | /s/ Lior Tal |
| | Lior Tal |
| | Chief Executive Officer, Chairman of the Board of Directors and Director |
| | |
| | (Principal Executive Officer) |
| | |
| | /s/ Donald Alvarez |
| | Donald Alvarez |
| | |
| | Chief Financial Officer |
| | |
| | (Principal Financial Officer) |