Form 8-K

8-K — Cyngn Inc.

Accession: 0001213900-26-060162

Filed: 2026-05-21

Period: 2026-05-14

CIK: 0001874097

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0291916-8k_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): 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)

(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 ☒

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

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)

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

EX-99.1 — PRESS RELEASE DATED MAY 14, 2026

EX-99.1

Filename: ea029191601ex99-1.htm · Sequence: 2

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.

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.

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.

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.

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

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

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

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

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 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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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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration