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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): May 14, 2026

 

CYNGN INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-40932   46-2007094
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1344 Terra Bella

Mountain View, CA 94043

(Address of principal executive offices) (Zip Code)

 

(650924-5905

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   CYN   The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On May 14, 2026, Cyngn Inc. issued a press release announcing its financial results for its first fiscal quarter ended March 31, 2026. The full text of the press release is furnished herewith as Exhibit 99.1.

 

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
99.1   Press Release dated May 14, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 21, 2026

 

  CYNGN INC.
   
  By: /s/ Natalie Russell
    Natalie Russell
    Chief Financial Officer

 

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Exhibit 99.1

 

 

Cyngn Reports 2026 1st Quarter Financial Results

 

Recent Operating Highlights:

 

Reported record expansion activity among enterprise customers, including additional autonomous vehicle deployments at existing customer sites.

 

Expanded deployment activity across manufacturing, logistics, and agriculture environments, including new deployments at Vann Family Orchards and a WEG electric motor manufacturing facility.

 

Continued investment in enterprise fleet management capabilities, including on-prem deployment options designed to support larger fleet operations and complex customer environments.

 

Demonstrated accelerating operational utilization across customer sites, with Q1 2026 autonomous missions completed increasing more than 127% year-over-year and autonomous driving time increasing more than 60%.

 

 

 

 

Expanded its intellectual property portfolio with the issuance of its 24th U.S. patent.

 

Strengthened strategic relationships through continued collaboration with NVIDIA Isaac Sim.

 

Closed $9.65 million registered direct offering, extending the company’s runway until 2028.

 

MOUNTAIN VIEW, Calif., May 14, 2026 — Cyngn (NASDAQ: CYN) announced continued commercial and operational progress during the first quarter of 2026, reflecting growing enterprise adoption of its autonomous vehicle solutions and increasing deployment scale across customer environments.

 

During the quarter, Cyngn continued deepening its footprint within existing enterprise accounts, expanding autonomous vehicle deployments across additional routes, workflows, and facilities while enhancing the platform capabilities required to support larger fleet operations. Initial single-route deployments are increasingly evolving into broader automation initiatives spanning additional workflows, facilities, and vehicles.

 

This expansion dynamic was reflected in customer utilization metrics during the quarter. Across deployed environments, autonomous missions completed increased more than 127% year-over-year during Q1 2026, while autonomous driving time increased more than 60%. These gains reflect increasing operational adoption as customer sites transition autonomous vehicles into fuller production use.

 

Cyngn also continued expanding its commercial footprint across multiple industrial sectors. During the quarter, the company announced deployments at Vann Family Orchards and a WEG electric motor manufacturing facility, further extending the reach of its DriveMod Tugger platform across manufacturing, agriculture, and industrial material handling environments.

 

Alongside deployment growth, Cyngn continued investing in enterprise capabilities designed to support larger-scale customer opportunities. The company expanded development efforts around fleet management, operational scalability, and on-prem deployment configurations, enabling customers to deploy autonomous vehicle systems within more complex operational and IT environments.

 

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Cyngn also strengthened its technology and intellectual property position during the quarter. The company was awarded its 24th U.S. patent and continued collaboration efforts involving NVIDIA Isaac Sim, supporting simulation, validation, and development workflows for autonomous vehicle deployments.

 

In March, Cyngn completed a $9.65 million registered direct offering, providing additional liquidity to support ongoing operations and growth initiatives, extending its runway to 2028.

 

The company believes these developments position Cyngn to pursue larger enterprise opportunities while deepening expansion within its existing customer base.

 

Q1 2026 Three Month Financial Review:

 

Revenue in Q1 2026 was $105 thousand compared to $47 thousand in the first quarter of 2025. Similar to prior year, first quarter of 2026 revenue consisted of EAS software subscriptions from DriveMod tugger vehicle deployments.

 

Total costs and expenses in the first quarter were $7.1 million, an increase of $1.8 million or 34% from $5.3 million in the first quarter of 2025. This increase was due to a $1.0 million increase in general and administrative (G&A) expenses, primarily driven by an increase in board of director’s pay in lieu of the equity component of the director compensation program for 2025 and an increase in marketing and advertising expenses. In addition, the company experienced a $0.8 million increase in research and development (R&D), primarily due to the change in accounting estimate related to capitalized software. There was an increase of $46 thousand in cost of revenue due to the deployment costs being recognized over the life of the awarded contracts. For the first quarter of 2026, other income (expense), net was $0.5 million compared to $1.3 million in the first quarter of 2025. The decrease in other income was primarily driven by the fair value measurement of warrants issued in the first quarter of 2025.

 

Net loss for the first quarter was $(6.5) million compared to $(3.9) million in the corresponding quarter of 2025. First quarter net loss per share was $(0.59), based on basic and diluted weighted average shares outstanding of approximately 11 million in the quarter. This compares to a net loss per share of $(3.40) in the first quarter of 2025, based on approximately 1.2 million basic and diluted weighted average shares outstanding.

 

Balance Sheet Highlights:

 

Cyngn’s unrestricted cash and short-term investments as of March 31, 2026 totaled $44.4 million compared to $34.7 million as of December 31, 2025. At the end of the same period, working capital was $45.8 million and total stockholders’ equity was $50.6 million, as compared to year-end working capital of $34.4 million and total stockholders’ equity of $38.8 million, respectively as of December 31, 2025. The Company had no debt as of March 31, 2026 and December 31, 2025 and to date, no member of the current management team has sold any shares of the Company’s stock.

 

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CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Three Months Ended 
   March 31, 
   2026   2025 
Revenue  $104,573   $47,152 
Costs and expenses          
Cost of revenue   57,350    11,813 
Research and development   2,889,253    2,106,910 
General and administrative   4,099,741    3,143,462 
Total costs and expenses   7,046,344    5,262,185 
Loss from operations   (6,941,771)   (5,215,033)
           
Other income, net          
Interest income, net   22,070    74,819 
Change in fair value of warrant liabilities       1,136,677 
Other income, net   432,942    91,890 
Total other income, net   455,012    1,303,386 
           
Net loss  $(6,486,759)  $(3,911,647)
           
Net loss per share attributable to common stockholders, basic and diluted  $(0.59)  $(3.40)
           
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted   11,008,586    1,150,882 

 

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CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2026   2025 
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents  $5,131,502   $990,023 
Short-term investments   39,245,418    33,736,091 
Accounts and other receivables   2,731,893    1,544,213 
Inventory   1,784,315    2,039,655 
Prepaid expenses and other current assets   1,034,644    910,605 
TOTAL CURRENT ASSETS   49,927,772    39,220,587 
           
NON-CURRENT ASSETS          
Property and equipment, net   3,467,825    3,268,196 
Right of use asset, net   5,754,120    5,971,800 
Intangible assets, net   462,091    466,223 
Other non-current assets   1,346,084    1,126,409 
TOTAL NON-CURRENT ASSETS   11,030,120    10,832,628 
           
TOTAL ASSETS  $60,957,892   $50,053,215 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
CURRENT LIABILITIES          
Accounts payable  $372,714   $217,439 
Deferred revenue   2,249,955    1,658,015 
Accrued expenses and other current liabilities   862,020    2,615,734 
Current operating lease liability   650,312    312,365 
TOTAL CURRENT LIABILITIES   4,135,001    4,803,553 
           
NON-CURRENT LIABILITIES          
Non-current operating lease liability   6,253,061    6,495,256 
TOTAL NON-CURRENT LIABILITIES   6,253,061    6,495,256 
           
TOTAL LIABILITIES   10,388,062    11,298,809 
           
Commitments and Contingencies (Note 12)          
           
STOCKHOLDERS’ EQUITY          
Preferred stock, Par $0.00001, 10 million shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025        
Common stock, Par $0.00001; 400,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 13,608,281 and 7,974,380 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively   136    80 
Additional paid-in capital   273,878,924    255,576,797 
Accumulated deficit   (223,309,230)   (216,822,471)
TOTAL STOCKHOLDERS’ DEFICIT   50,569,830    38,754,406 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $60,957,892   $50,053,215 

 

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CYNGN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Three Months Ended 
   March 31, 
   2026   2025 
         
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss  $(6,486,759)  $(3,911,647)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   316,605    240,907 
Stock-based compensation   386,289    536,244 
Realized gain on short-term investments       (67,160)
Accretion on short-term investments   (432,942)    
Change in fair value of warrant liability       (1,136,677)
Change in assets and liabilities:          
Accounts and other receivables   (1,187,681)    
Inventory   255,340     
Prepaid expenses, operating lease right-of-use assets, and other assets   (343,714)   (941,529)
Accounts payable   155,275    33,888 
Deferred revenue   591,940     
Accrued expenses, lease liabilities, and other current liabilities   (1,657,962)   (1,267,094)
Net cash used in operating activities   (8,403,609)   (6,513,068)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   (289,489)   (178,453)
Acquisition of intangible asset   (4,932)   (655,574)
Disposal of assets       1,960 
Purchase of short-term investments   (20,978,738)   (23,015,397)
Proceeds from maturity of short-term investments   15,902,353    7,746,155 
Net cash used in investing activities   (5,370,806)   (16,101,309)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from at-the-market equity financing, net of issuance costs   9,166,427     
Proceeds from public issuance of common stock, net of offering costs   8,749,467     
Issuance costs for public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants       (1,025)
Net cash provided by (used in) financing activities   17,915,894    (1,025)
           
Net increase (decrease) in cash and cash equivalents   4,141,479    (22,615,402)
           
Cash and cash equivalents at beginning of period   990,023    23,617,733 
           
Cash and cash equivalents at end of period  $5,131,502   $1,002,331 
           
Supplemental disclosure:          
Acquisition of property and equipment included in accounts payable and accrued expenses  $21,405   $17,441 

 

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About Cyngn

 

Cyngn develops and deploys autonomous vehicle technology for industrial organizations like manufacturers and logistics companies. The Company addresses significant challenges facing industrial organizations today, such as labor shortages and costly safety incidents.

 

Cyngn’s DriveMod technology empowers customers to seamlessly bring self-driving technology to their operations without high upfront costs or infrastructure installations. DriveMod is currently available on Motrec MT-160 Tuggers and BYD Forklifts.

 

The DriveMod Tugger hauls up to 12,000 lbs, travels inside and out, and targets a typical payback period of less than 2 years. The DriveMod Forklift lifts heavy loads that use non-standard pallets and is currently available to select customers.

 

Investor Contact:

 

Natalie Russell

CFO

investors@cyngn.com

 

Media Contact:

 

Luke Renner

Head of Marketing

media@cyngn.com

 

Where to Find Cyngn:

 

Website: https://cyngn.com

 

X: https://x.com/cyngn

 

LinkedIn: https://www.linkedin.com/company/cyngn

 

YouTube: https://www.youtube.com/@cyngnhq

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in the Company’s reports to the Securities and Exchange Commission (SEC), including, without limitation the risk factors discussed in the Company’s annual report on Form 10-K filed with the SEC on March 26, 2026. Readers are cautioned that it is not possible to predict or identify all the risks, uncertainties and other factors that may affect future results. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Cyngn undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

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