Form 8-K

8-K — Cyngn Inc.

Accession: 0001213900-26-088503

Filed: 2026-08-13

Period: 2026-08-12

CIK: 0001874097

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301828-8k_cyngn.htm (Primary)

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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): August

12, 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)

(650) 924-5905

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

CYN

The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

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. ☐

Item 2.02 Results of Operations and Financial Condition

On August 12, 2026, Cyngn

Inc. issued a press release announcing its financial results for its second fiscal quarter ended June 30, 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 August 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

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

duly authorized.

Date: August 12, 2026

CYNGN INC.

By:

/s/ Natalie Russell

Natalie Russell

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026

EX-99.1

Filename: ea030182801ex99-1.htm · Sequence: 2

Exhibit

99.1

Cyngn

Reports 2026 2nd Quarter Financial Results

Company

streamlines organization, expands AI-enabled operations and strengthens commercial execution

Recent

Operating Highlights:

● Streamlined

the organization and reduced management layers as part of a broader initiative to lower operating

costs, increase accountability, and improve execution.

● Expanded

the use of AI-assisted tools across engineering and business operations to automate repeatable

work, accelerate workflows, and increase productivity.

● Implemented

changes to sales leadership and commercial processes, increasing emphasis on opportunity

qualification, pipeline accountability, and customers aligned with the DriveMod Tugger.

● Continued

aligning product development with the requirements of larger industrial customers, including

interoperability, enterprise deployment capabilities, and greater customer control over autonomous

vehicle workflows.

MOUNTAIN

VIEW, Calif., August 12, 2026 — Cyngn (NASDAQ: CYN) today announced financial results for its second quarter ended June 30, 2026

and outlined a series of organizational and commercial initiatives designed to improve operating efficiency, sharpen execution, and position

the company for scalable growth.

During

the quarter, Cyngn continued to see interest in its autonomous vehicle solutions; however, the pace of commercial execution was delayed

relative to the Company’s expectations. In response, Cyngn made changes to sales leadership and implemented a more disciplined

commercial process focused on opportunity qualification, pipeline accountability, sales execution, and customers and applications that

closely align with the capabilities and value proposition of the DriveMod Tugger.

Cyngn

also took steps to reduce its operating cost structure and simplify the organization. The Company consolidated responsibilities, reduced

management layers, and realigned resources around its highest-priority product, customer, and commercial initiatives. These actions are

intended to create a leaner organization with greater accountability, faster decision-making, and a higher proportion of resources directly

focused on product development, customer deployments, and revenue generation.

These

initiatives are consistent with a broader shift taking place across the technology sector as companies increasingly redesign their organizations

around smaller teams, flatter management structures, and AI-enabled productivity. Several of the world’s largest technology and

financial services companies have announced organizational restructuring or workforce reductions during 2026 while increasing their focus

on operating efficiency, AI adoption, and concentrating resources on higher-priority growth opportunities.

part of this evolution, Cyngn has expanded the use of AI-assisted tools across engineering and business operations. The Company is using

these technologies to automate repeatable tasks, accelerate software development and analysis, improve internal workflows, and enable

employees to operate more efficiently. Cyngn believes these tools can allow a leaner organization to maintain or improve output while

directing a greater portion of its resources toward differentiated technology and commercial execution.

the product side, Cyngn continues to concentrate development on capabilities required for broader enterprise adoption of autonomous industrial

vehicles. This includes interoperability with customer systems, enterprise deployment and fleet-management requirements, and capabilities

that provide customers with greater flexibility and control over autonomous workflows. The Company believes this increasingly focused

product strategy, together with a more efficient operating structure and disciplined commercial organization, strengthens Cyngn’s

ability to convert customer interest into scalable deployments faster and at a larger scale.

part of its ongoing commitment to strong corporate governance, Cyngn engaged Baker Tilly US, LLP, a top-ten U.S. accounting firm, as

its independent registered public accounting firm, and Kaufman & Canoles, P.C., a leading business law firm, as outside legal counsel,

positioning the Company’s financial reporting and legal infrastructure to support its continued growth.

The

Federal Communications Commission added new imports of foreign-made humanoid and quadruped robots to its national security Covered List.

Cyngn believes this shift in the regulatory landscape reflects a broader effort to strengthen domestic industrial robotics capabilities

and reduce reliance on foreign-made autonomous technology. This regulatory shift specifically limits the ability of Chinese manufacturers

to sell autonomous robotic products into the U.S. market. As a U.S.-based developer and manufacturer of autonomous industrial vehicles,

Cyngn is well positioned to serve customers seeking domestically developed automation solutions amid this evolving policy environment.

2026 Six Month Financial Review:

Year-to-date

second quarter revenue was $249 thousand compared to $80.9 thousand in the six months ended June 30, 2025. Similar to prior year, year-to-date

2026 revenue consisted of EAS software subscriptions from DriveMod tugger vehicle deployments.

Total

costs and expenses for the six months ended June 30, 2026 were $13.9 million, an increase of $3.1 million or 29% from $10.8 million for

the six months ended June 30, 2025. This increase was due to a $2.0 million increase in research and development (R&D), primarily

due to personnel costs driven by the change in accounting estimate related to capitalized software. In addition, the company experienced

a $1.1 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.

There was an increase of $117.6 thousand in cost of revenue due to the deployment costs being recognized over the life of the awarded

contracts. For the six months ended June 30, 2026, other income (expense), net was $0.9 million compared to $1.4 million for the six

months ended June 30, 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 six months ended June 30, 2026 was $(12.8) million compared to $(9.4) million in the six months ended June 30, 2025.

Net loss per share for the six-month period was $(1.02), based on basic and diluted weighted

average shares outstanding of approximately 12.6 million. This compares to a net loss per share of $(5.90) for the six months

ended June 30, 2025, based on approximately 1.6 million basic and diluted weighted average shares

outstanding.

2026 Three Month Financial Review:

Revenue

in Q2 2026 was $144.5 thousand compared to $33.7 thousand in the second quarter of 2025. Similar to prior year, second quarter of 2026

revenue consisted of EAS software subscriptions from DriveMod tugger vehicle deployments.

Total

costs and expenses in the second quarter were $6.9 million, an increase of $1.4 million or 25% from $5.5 million in the second quarter

of 2025. This increase was due to a $1.2 million increase in research and development (R&D), primarily due to personnel costs driven

by the change in accounting estimate related to capitalized software. In addition, there was an increase of $72 thousand in cost of revenue

due to the deployment costs being recognized over the life of the awarded contracts. General and administrative (G&A) expenses remained

consistent year over year. For the second quarter of 2026, other income (expense), net was $0.4 million compared to $0.05 million in

the second quarter of 2025. The increase in other income was primarily driven by income from short-term investments.

Net

loss for the second quarter was $(6.4) million compared to $(5.4) million in the corresponding quarter of 2025. Second quarter net loss

per share was $(0.45), based on basic and diluted weighted average shares outstanding of approximately 14.1 million in the quarter. This

compares to a net loss per share of $(2.70) in the second quarter of 2025, based on approximately 2.0 million basic and diluted weighted

average shares outstanding.

Balance

Sheet Highlights:

Cyngn’s

unrestricted cash and short-term investments as of June 30, 2026 totaled $39.7 million compared to $34.7 million as of December 31, 2025.

At the end of the same period, working capital was $41.3 million and total stockholders’ equity was $44.6 million, as compared

to year-end working capital of $35.7 million and total stockholders’ equity of $38.8 million, respectively as of December 31, 2025.

The Company had no debt as of June 30, 2026 and December 31, 2025 and to date, no member of the current management team has sold any

shares of the Company’s stock.

CYNGN

INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS (Unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

$ 144,459

$ 33,726

$ 249,032

$ 80,878

Costs and expenses

Cost of revenue

88,983

16,944

146,333

28,758

Research and development

3,153,551

1,970,125

6,042,803

4,077,034

General and administrative

3,655,928

3,548,522

7,755,670

6,691,984

Total costs and expenses

6,898,462

5,535,591

13,944,806

10,797,776

Loss from operations

(6,754,003 )

(5,501,865 )

(13,695,774 )

(10,716,898 )

Other income (loss), net

Interest income, net

21,594

(197,992 )

43,664

(123,173 )

Change in fair value of warrant liabilities

‒

1,136,677

Other income, net

377,899

251,545

810,841

343,435

Total other income (loss), net

399,493

53,553

854,505

1,356,939

Net loss

$ (6,354,510 )

$ (5,448,312 )

$ (12,841,269 )

$ (9,359,959 )

Net loss per share attributable to common stockholders, basic and diluted

$ (0.45 )

$ (2.70 )

$ (1.02 )

$ (5.90 )

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

14,109,819

2,017,228

12,567,770

1,586,453

CYNGN

INC.

CONSOLIDATED

BALANCE SHEETS (Unaudited)

June 30,

December 31,

2026

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 2,228,211

$ 990,023

Short-term investments

37,471,239

33,736,091

Accounts and other receivables

1,345,455

1,544,213

Inventory

1,656,645

2,039,655

Prepaid expenses and other current assets

1,255,536

885,800

TOTAL CURRENT ASSETS

43,957,086

39,195,782

NON-CURRENT ASSETS

Property and equipment, net

3,710,626

3,268,196

Right of use asset, net

5,536,958

5,971,800

Intangible assets, net

452,717

466,223

Other non-current assets

1,311,971

1,151,214

TOTAL NON-CURRENT ASSETS

11,012,272

10,857,433

TOTAL ASSETS

$ 54,969,358

$ 50,053,215

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

$ 168,602

$ 217,439

Deferred revenue

555,368

395,348

Current operating lease liability

844,728

312,365

Accrued expenses and other current liabilities

1,120,896

2,615,734

TOTAL CURRENT LIABILITIES

2,689,594

3,540,886

NON-CURRENT LIABILITIES

Non-current deferred revenue

1,710,044

1,262,667

Non-current operating lease liability

5,977,917

6,495,256

TOTAL NON-CURRENT LIABILITIES

7,687,961

7,757,923

TOTAL LIABILITIES

10,377,555

11,298,809

Commitments and Contingencies (Note 13)

STOCKHOLDERS’ EQUITY

Common stock, Par $0.00001; 400,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 14,423,281 and 7,974,380 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

144

Additional paid-in capital

274,255,399

255,576,797

Accumulated deficit

(229,663,740 )

(216,822,471 )

TOTAL STOCKHOLDERS’ EQUITY

44,591,803

38,754,406

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 54,969,358

$ 50,053,215

CYNGN

INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended

June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (12,841,269 )

$ (9,359,959 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

625,516

603,116

Stock-based compensation

762,772

993,131

Realized gain on short-term investments

(18,168 )

(85,117 )

Accretion on short-term investments

(817,877 )

(231,207 )

Loss on disposed assets

1,246

10,426

Change in fair value of warrant liability

‒

(1,136,677 )

Change in assets and liabilities:

Accounts and other receivables

198,758

(583,572 )

Inventory

383,010

(835,481 )

Prepaid expenses, operating lease right-of-use assets, and other assets

(530,492 )

(1,534,109 )

Accounts payable

(48,837 )

(71,509 )

Deferred revenue

607,397

(6,918 )

Accrued expenses, lease liabilities, and other current liabilities

(1,479,815 )

(532,487 )

Net cash used in operating activities

(13,157,759 )

(12,770,363 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(615,911 )

(352,853 )

Acquisition of intangible asset

(4,933 )

(1,186,659 )

Purchase of short-term investments

(47,063,318 )

(30,805,799 )

Proceeds from maturity of short-term investments

44,164,215

23,230,501

Net cash used in investing activities

(3,519,947 )

(9,114,810 )

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

29,611,678

Issuance costs for public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants

‒

(1,025 )

Net cash provided by financing activities

17,915,894

29,610,653

Net increase in cash and cash equivalents

1,238,188

7,725,480

Cash and cash equivalents at beginning of period

990,023

23,617,733

Cash and cash equivalents at end of period

$ 2,228,211

$ 31,343,213

Supplemental disclosure:

Acquisition of right-of-use asset in exchange for new operating lease obligation

$ ‒

$ 6,411,127

About

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.

The

DriveMod Tugger hauls up to 12,000 lbs, travels inside and out, and targets a typical payback period of less than 2 years.

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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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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