PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 17, 2024
An
offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor
may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular
shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state
in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We
may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion
of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular
was filed may be obtained.
OFFERING CIRCULAR
Cyngn Inc.
Up to 7,142,857 Shares of Common Stock
Up to 7,142,857 Pre-Funded Warrants
Up to 7,142,857 Shares of Common Stock Underlying
Such Pre-Funded Warrants
By this offering circular (the “Offering
Circular”), Cyngn Inc., a Delaware corporation, is offering on a “best-efforts” basis a maximum of 7,142,857 shares
of its common stock, par value $0.00001 per share (the “Shares”), at a price of $3.50 per share, pursuant to Tier 2 of Regulation
A of the United States Securities and Exchange Commission (the “SEC”).
We are also offering up to 7,142,857 pre-funded
warrants on a “best efforts” basis (the “Pre-Funded Warrants” and, together with the Shares, the “Securities”).
Each Pre-Funded Warrant will be exercisable for one share of our common stock. The purchase price of each Pre-Funded Warrant is equal
to $3.49, and the exercise price of each Pre-Funded Warrant is $0.01 per share. The Pre-Funded Warrants will be immediately exercisable
and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
There is no trading market for the Pre-Funded
Warrants and we do not intend to apply to have the Pre-Funded Warrants listed on any securities exchange or quoted on any inter-dealer
quotation system. This offering also relates to the shares of common stock issuable upon exercise of the Pre-Funded Warrants.
This offering is being conducted on a “best-efforts”
basis, which means that there is no minimum number of Securities that must be sold by us for this offering to close; thus, we may receive
no or minimal proceeds from this offering. There is also no minimum purchase requirement for investors in this offering. We have the right
to review and accept or reject subscriptions in whole or in part, for any reason or for no reason. None of the proceeds received will
be placed in an escrow or trust account. All proceeds from this offering will become immediately available to us and may be used as they
are accepted. Purchasers of the Securities will not be entitled to a refund and could lose their entire investments. Please see the “Risk
Factors” section, beginning on page 7, for a discussion of the risks associated with a purchase of the Securities.
We estimate that this offering will commence within
two days of SEC qualification; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold,
(b) one year from the date of SEC qualification, or (c) the date on which this offering is earlier terminated by us, in our sole discretion.
(See “Plan of Distribution”).
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Price Per Share of Common
Stock | | |
Price Per Pre-Funded Warrant | | |
Total | |
Public Offering Price | |
$ | 3.50 | | |
$ | 3.49 | | |
$ | 49,928,571.43 | |
Commissions(2) | |
$ | 0.175 | | |
$ | 0.1745 | | |
$ | 2,496,428.57 | |
Proceeds to Cyngn Inc.(3) | |
$ | 3.325 | | |
$ | 3.3155 | | |
$ | 47,432,142.86 | |
(2) |
The Company has engaged Maxim Group LLC, member FINRA/SIPC (the
“Placement Agent”), to act as placement agent for this offering, in exchange for a fee of 5% of the aggregate amount
raised in this offering. |
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(3) |
Does not account for the payment of expenses of this offering estimated
at $230,000. See “Plan of Distribution.” |
Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”),
under the symbol “CYN.” On October 16, 2024, the last reported sale price of our common stock was $4.19 per share.
Investing in the Securities is speculative
and involves substantial risks. You should purchase Securities only if you can afford a complete loss of your investment. See “Risk
Factors”, beginning on page 7, for a discussion of certain risks that you should consider before purchasing any of the Securities.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON
THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION
FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE
EXEMPT FROM REGISTRATION.
The use of projections or forecasts in this
offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment
in Securities.
No sale may be made to you in this offering,
if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law
Exemption and Offerings to “Qualified Purchasers” on page 15. Before making any representation that you satisfy the established
investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing,
we encourage you to refer to www.investor.gov.
This Offering Circular follows the disclosure
format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.
The date of this Offering Circular is _______________,
2024.
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information contained
in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking
statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook;
anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting
policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding
the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,”
“believes,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “might,” “plans,” “possible,” “potential,” “predicts,”
“projects,” “seeks,” “should,” “will,” “would” and similar expressions and
variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence
of these words does not mean that a statement is not forward-looking.
The forward-looking statements
contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to
predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
All forward-looking statements
attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with
others, are also described below in the section entitled “Risk Factors”. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision
based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
OFFERING CIRCULAR SUMMARY
The following summary highlights
material information contained in this Offering Circular. This summary does not contain all of the information you should consider before
purchasing our securities. Before making an investment decision, you should read this Offering Circular carefully, including the section
entitled “Risk Factors” and the consolidated financial statements and the notes thereto. Cyngn Inc. and its subsidiaries are
referred to herein as “Cyngn,” “the Company,” “we,” “us” and “our,” unless
the context indicates otherwise.
Unless otherwise expressly provided herein, all
share and per share numbers set forth herein relating to our common stock have been adjusted to give effect to a reverse stock split of
our common stock in a ratio of 1-for-100 effected on July 3, 2024.
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, high labor costs and work safety.
We integrate our full-stack
autonomous driving software, DriveMod, onto vehicles manufactured by Original Equipment Manufacturers (“OEM”) either via retrofit
of existing vehicles or by integration directly into vehicle assembly. We design the Enterprise Autonomy Suite (“EAS”) to
be compatible with sensors and components from leading hardware technology providers and integrate our proprietary AV software to produce
differentiated autonomous vehicles.
Autonomous driving has common
technological building blocks that remain similar across vehicles and applications. By tapping into these building blocks, DriveMod is
designed to deliver autonomy to new vehicles via streamlined hardware/software integration. This vehicle-agnostic approach enables DriveMod
to expand to new vehicles and novel operational design domains (“ODD”). In short, nearly every industrial vehicle, regardless
of use case, can move autonomously using our technology.
Our approach accomplishes
several primary value propositions:
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Provide autonomous capabilities to industrial vehicles built by established manufacturers that are already trusted by customers. |
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Generate continual customer value by leveraging the synergistic relationship of autonomous vehicles and data. |
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Develop consistent autonomous vehicle operation and user interfaces for diverse vehicle fleets. |
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Complement the core competencies of existing industry players by introducing the leading-edge technologies like Artificial Intelligence (“AI”) and Machine Learning (“ML”), cloud/connectivity, sensor fusion, high-definition mapping, and real-time dynamic path planning and decision making. |
We believe our market positioning
as a technology partner to vehicle manufacturers creates a synergy with incumbent suppliers that already have established sales, distribution,
and service/maintenance channels. By focusing on industrial use cases and partnering with the incumbent OEMs in these markets, we believe
we can source and execute revenue-generating opportunities more quickly.
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 more than ten different vehicle form factors that
range from stockchasers and stand-on floor scrubbers to 14-seat shuttles and electric forklifts as part of prototypes and proof of concept
projects, demonstrating the extensibility of our AV building blocks.
Our recent progress contributes
to the validation of EAS with OEM partners and end customers. We also continue to build upon our ability to scale our products and generate
novel technological developments. The DriveMod Stockchaser became commercially available in early 2023 starting with the deployment from
our partner-customer US Continental, a California-based leading manufacturer of quality leather and fabric care products. We also launched
the DriveMod Forklift and the DriveMod Tugger as we expand our vehicle-type portfolio fleet through our OEM partnership with BYD and Motrec,
respectively.
We secured paid projects with
leading global customers like Arauco, along with additional projects from big brands in the Global 500 and the Fortune 100. Our patent
portfolio expanded with 16 new U.S. patent grants in 2023, bringing the total grants to 19.
We intend to continue to pursue and win additional license agreements
with companies that depend heavily on the use of material handling vehicles and that all recognize the need for automation to i) compete
in todays economy, ii) combat the significant labor shortages and escalating costs, and iii) improve safety. Our approach to securing
these opportunities will be a continued direct sales effort coupled with increasing our network of industrial vehicle dealers that already
have significant sales of industrial vehicles.
Our Products
EAS is a suite of technology
and tools that consists of three complementary categories: DriveMod, Cyngn Insight, and Cyngn Evolve.
DriveMod: Industrial Autonomous Vehicle System
We built DriveMod as a modular
software product that is compatible with various sensor and computer hardware components that are widely used throughout the autonomous
vehicle industry. Our software combined with sensors and components from industry leading technology providers covers the end-to-end requirements
that enable vehicles to operate autonomously with leading-edge technology. The modularity of DriveMod allows our AV technology to be compatible
across vehicle platforms as well as indoor and outdoor environments. DriveMod can be retrofitted to existing vehicle assets or integrated
into a manufacturing partner’s vehicles at assembly, providing accessible options for our customers to integrate leading-edge technology
whether their AV adoption strategies are evolutionary or revolutionary.
The core vehicle-agnostic
DriveMod software stack is targeted and deployed to different vehicles through DriveMod Kits, which are the AV hardware systems
that take into account the specific needs of operating the DriveMod software on a specific target vehicle. Then, after prototyping and
productization, DriveMod kits streamline the integration AV hardware and software integration onto vehicles at scale. The DriveMod Kit
for Columbia Stockchasers is commercially released and available at scale. Subsequently, we expect to create different instances of DriveMod
Kits to support the commercial release of new vehicles on the EAS platform, such as the electric forklifts and other industrial vehicles.
Figure 1: Overview of Cyngn’s autonomous
vehicle technology (DriveMod)
DriveMod’s flexibility
combines with our network of manufacturing and service partners to support customers at different stages of autonomous technology integration.
This allows customers to grow the complexity and scope of their industrial autonomy deployments as their business transforms while continually
capturing returns throughout their transition to full autonomy. EAS will also grant customers access to over-the-air software upgrades,
ad hoc customer support, and flexible consumption based on usage and scale of operations. By lessening both the commercial and technical
burdens of traditional vehicle automation and industrial robotics investments, industrial AVs can become universally available to the
market, even reaching small and medium-sized businesses that may otherwise struggle to adopt Industry 4.0 and 5.0 technology.
Cyngn Insight: Intelligent Control Center
Cyngn Insight is the customer-facing
tool suite for managing AV fleets and aggregating data to extract business insights. Analytics dashboards surface data about the system’s
status, vehicle telemetry, and performance metrics. Cyngn Insight also provides tools to switch between autonomous, manual, and remote
operation when required. This flexibility allows customers to use the autonomous capabilities of the system in a way that is tailored
to their own operational environment. Customers can choose when to operate their DriveMod-powered vehicles autonomously and when to have
human operators operate the vehicles manually or remotely based on their own business needs. When combined, these capabilities and tools
make up the Cyngn Insight intelligent control center that enables flexible fleet management from any location.
Cyngn Insight’s tool
suite includes configurable cloud dashboards that aggregate diverse data streams at several levels of granularity (i.e., site, fleet,
vehicle, module, and component). We can collect data during “open loop” vehicle operation, meaning that the vehicles can be
operated manually while still collecting the rich data enabled by the advanced on-vehicle sensors and computers. Data can be used for
predictive maintenance, operational improvements, educating employees on digital transformation and more.
Cyngn Evolve: Data Optimization Tools
Cyngn Evolve is our internal
tool suite that underpins the relationship between AVs and data. Through a unifying cloud-based data infrastructure, our proprietary data
tools strengthen the positive network effects derived from the valuable new data created by AVs. Cyngn Evolve and its data pipelines facilitate
AI/ML training and deployment, manage data sets, and support driving simulation and grading to test and validate new DriveMod releases,
using both real-world and simulated data.
Figure 2: The Cyngn “AnyDrive”
simulation is part of the Cyngn Evolve toolchain. The simulation environment creates a digital version of the physical world. This allows
for customer data sets to be leveraged and augmented to achieve testing and validation prior to releasing new AV features.
As AV technology expertise
matures globally, there may be opportunities to monetize the sophisticated AV-centric tools of Cyngn Evolve. Currently, we believe that
AV development is confined to small groups of experts. Therefore, Cyngn Evolve is currently an internal EAS tool that we use to advance
DriveMod and Cyngn Insight, our customer-facing EAS products.
Intellectual Property Portfolio
Our ability to drive impact
and growth within the autonomous industrial vehicle market largely depends on our ability to obtain, maintain, and protect our intellectual
property and all other property rights related to our products and technology. To accomplish this, we utilize a combination of patents,
trademarks, copyrights, and trade secrets as well as employee and third-party non-disclosure agreements, licenses, and other contractual
obligations. In addition to protecting our intellectual property and other assets, our success also depends on our ability to develop
our technology and operate without infringing, misappropriating, or otherwise violating the intellectual property and property rights
of third parties, customers, and partners.
Our software stack has over
30 subsystems, including those designed for perception, mapping & localization, decision making, planning, and control. As of the
date of this Offering Circular, we have 19 granted U.S. patents and submitted 6 pending U.S. patent and 20 international patent applications
and expect to continue to file additional patent applications with respect to our technology in the future.
Our Corporate Information
The Company was originally
incorporated in the State of Delaware on February 1, 2013, under the name Cyanogen, Inc. or Cyanogen. The Company started as a venture
funded company with offices in Seattle and Palo Alto, aimed at commercializing CyanogenMod, direct to consumer and through collaborations
with mobile phone manufacturers. CyanogenMod was an open-source operating system for mobile devices, based on the Android mobile platform.
Cyanogen released multiple versions of its mobile operating system and collaborated with an ecosystem of companies including mobile phone
OEMs, content providers and leading technology partners from 2013 to 2015.
In 2016 the Company’s
management and board of directors, determined to pivot its product focus and commercial direction from the mobile device and telecom space
to industrial and commercial autonomous driving with the hiring of Lior Tal in June 2016 to serve as the company’s chief operating
officer. Mr. Tal, a seasoned executive of startup firms where prior to joining the company, co-founded Snaptu which later was acquired
by Facebook (currently known as Meta Platforms, Inc.), as well as held various leadership roles at Actimize, DiskSites and Odigo; all
of these companies which were also later acquired. Mr. Tal was promoted to chief executive officer in October 2016 and continues to serve
in this role along with chairman of the board. In May 2017, the Company changed its name to CYNGN Inc.
Available Information
Our principal business address
is 1015 O’Brien Dr., Menlo Park, CA 94025, and our telephone number is (650) 924-5905. We maintain our corporate website at https://cyngn.com
(this website address is not intended to function as a hyperlink and the information contained on our website is not intended to
be a part of this Offering Circular). Information on our website does not constitute a part of, nor is it incorporated in any way,
into this Offering Circular and should not be relied upon in connection with making an investment decision. We make available free of
charge on https://investors.cyngn.com/ our annual, quarterly, and current reports, and amendments to those reports if any, as soon as
reasonably practical after we electronically file such material with, or furnish it to, the SEC. We may from time to time provide important
disclosures to investors by posting them in the Investor Relations section of our website.
Our common stock is quoted
on the Nasdaq under the symbol “CYN”. We file annual, quarterly, and current reports, proxy statements and other information
with the U.S. Securities Exchange Commission (the “SEC”) and are subject to the requirements of the Securities and Exchange
Act of 1934, as amended (the Exchange Act). These filings are available to the public on the Internet at the SEC’s website at http://www.sec.gov.
Offering Summary
Securities Offered |
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7,142,857 Shares and 7,142,857 Pre-Funded Warrants are being offered in a “best-efforts”
offering. |
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The Pre-Funded Warrants
will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. |
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Offering Price Per Security |
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$3.50 per Share and
$3.49 per Pre-Funded Warrant. |
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Shares Outstanding Before This Offering |
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2,026,617 shares of common stock issued and outstanding as of October 15, 2024. |
Shares Outstanding
After This Offering |
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9,169,474 shares of common stock issued and outstanding, assuming all of
the Shares are sold in this offering and no Pre-Funded Warrants are sold and 16,312,331assuming all of the Shares and Pre-Funded Warrants
are sold and the Pre-Funded Warrants are exercised in full. The number of shares to be outstanding after this offering is based on 2,026,617
shares outstanding as of October 15, 2024 and excludes: |
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167,589
shares of common stock issuable upon the exercise of outstanding stock options with a weighted-average exercise price of $96.85 per
share; |
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2,442 shares of common
stock issuable upon vesting of restricted stock unit awards with a weighted-average exercise of $0 per share; |
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86,879 shares of common
stock reserved for future issuance under our 2021 Equity Incentive Plan; and |
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72,369 shares of common stock issuable upon exercise of warrants to purchase common stock with a weighted-average exercise price of $283.80 per share. |
Minimum Number of Securities to Be Sold in This Offering |
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None |
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Investor Suitability Standards |
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The Securities are being offered and sold to “qualified purchasers” (as defined in Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). “Qualified purchasers” include any person to whom securities are offered or sold in a Tier 2 offering pursuant to Regulation A under the Securities Act. |
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Market for our Common Stock |
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Our common stock is listed on Nasdaq under the symbol “CYN.” |
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No Public Market for Pre-Funded Warrants |
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There is no public market for the Pre-Funded Warrants, and none is expected to develop. We do not intend to apply for the listing of the Pre-Funded Warrants offered in this offering on any stock exchange. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. See “Risk Factors-Risks Related to Pre-Funded Warrants; There is no public market for the Pre-Funded Warrants.” |
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Termination of this Offering |
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This offering
will terminate at the earliest of (a) the date on which all of the Shares and Pre-Funded
Warrants have been sold, (b) the date which is one year from this offering being qualified
by the SEC and (c) the date on which this offering is earlier terminated by us, in our sole
discretion. (See “Plan of Distribution”). |
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Use of Proceeds |
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We will use the proceeds of this offering for marketing and advertising expenses and general corporate purposes, including working capital. See “Use of Proceeds”. |
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Risk Factors |
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An investment in the Securities involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investments. You should carefully consider the information included in the Risk Factors section of this Offering Circular, as well as the other information contained in this Offering Circular, prior to making an investment decision regarding the Securities. |
Continuing Reporting Requirements Under Regulation
A
We are required to file
periodic and other reports with the SEC, pursuant to the requirements of Section 13(a) of the Exchange Act. Our continuing reporting obligations
under Regulation A are deemed to be satisfied as long as we comply with our Section 13(a) reporting requirements.
RISK FACTORS
An investment in the
Securities involves substantial risks. You should carefully consider the following risks and all of the other information contained or
incorporated by reference in this Offering Circular before deciding whether to invest in our securities, including the risks and uncertainties
described below and under the caption “Risk Factors” in Items 1A in our most recently filed Annual Report on Form 10-K filed
with the SEC on March 7, 2024 and Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024, in each case as these risk factors
are amended or supplemented by subsequent Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. The occurrence of any of the
following risks and the Rish Factors incorporated herein by reference might cause you to lose a significant part of your investment. The
risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe
are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular,
including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking
Statements”.
Risks Related to this Offering and Ownership
of our Common Stock
We have incurred significant losses, have
limited cash on hand and there is substantial doubt as to our ability to continue as a going concern.
The Company has incurred losses
from operations since inception. The Company incurred net losses of approximately $11.8 million and $12.0 million for the six months ended
June 30, 2024 and 2023, respectively. In addition, the Company had accumulated deficits of approximately $171.8 million and $160.0 million
as of June 30, 2024 and December 31, 2023, respectively, and net cash used in operating activities was $10.2 million for both six month
periods ended June 30, 2024 and 2023. As of June 30, 2024, the Company’s unrestricted cash balance was $5.9 million, and its short-term
investments balance was $1.1 million. Based on cash flow projections from operating and financing activities and the existing balance
of cash and short-term investments, management is of the opinion that the Company has insufficient funds for sustainable operations, and
it may not be able to meet its payment obligations from operations and related commitments, if the Company is not able to complete the
required funding transactions to allow the Company to continue as a going concern. Based on these factors, the Company has substantial
doubt that it will continue as a going concern for the next 12 months.
The
Company’s plan to alleviate the going concern issue is to increase revenue while controlling operating costs and expenses and obtaining
funds from outside sources of financing to generate positive financing cash flows. While management is optimistic about its ability to
raise substantial funds to continue as a going concern for the next 12 months, there can be no assurance that any such measures will be
successful. We currently do not generate substantial revenue from product sales. Accordingly, we expect to rely primarily on equity and/or
debt financings to fund our continued operations. The Company’s ability to raise additional funds will depend, in part, on the success
of our product development activities, and other events or conditions that may affect the share value or prospects, as well as factors
related to financial, economic and market conditions, many of which are beyond our control. There can be no assurances that sufficient
funds will be available to us when required or on acceptable terms, if at all. Accordingly, management has concluded that these plans
do not alleviate substantial doubt about the Company’s ability to continue as a going concern. Our failure to achieve or maintain
profitability could negatively impact the value of our common stock.
If we are not able
to comply with the applicable continued listing requirements or standards of The NASDAQ Capital Market, The NASDAQ Capital Market could
delist and adversely affect the market price and liquidity of our common stock.
Our
common stock is currently traded on The NASDAQ Capital Market under the symbol “CYN”. We have in the past been, and may in
the future be, unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common
stock on The NASDAQ Capital Market. If we fail to meet any of the continued listing standards of The NASDAQ Capital Market, our common
stock will be delisted from The NASDAQ Capital Market.
You may experience future dilution as a result of future equity
offerings or acquisitions.
In order to raise additional
capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our
common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any
future offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of our common stock, or securities convertible or exchangeable into our common stock, in future transactions or acquisitions may
be higher or lower than the price per share paid by investors in this offering.
In addition, we may engage
in one or more potential acquisitions in the future, which could involve issuing our common stock as some or all of the consideration
payable by us to complete such acquisitions. If we issue common stock or securities linked to our common stock, the newly issued securities
may have a dilutive effect on the interests of the holders of our common stock. Additionally, future sales of newly issued shares used
to effect an acquisition could depress the market price of our common stock.
This is a “best efforts” offering;
no minimum amount of Securities is required to be sold, and we may not raise the amount of capital we believe is required for our business.
There is no required minimum
number of Securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required
as a condition to the closing of this offering, the actual offering amount, and proceeds to us are not presently determinable and may
be substantially less than the maximum amounts set forth in this Offering Circular. We may sell fewer than all of the Securities offered
hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund
in the event that we do not sell an amount of Securities sufficient to pursue the business goals outlined in this Offering Circular. Thus,
we may not raise the amount of capital we believe is required for our business and may need to raise additional funds, which may not be
available or available on terms acceptable to us. Despite this, any proceeds from the sale of the Securities offered by us will be available
for our immediate use, and because there is no escrow account and no minimum offering amount in this offering, investors could be in a
position where they have invested in us, but we are unable to fulfill our objectives due to a lack of interest in this offering.
Our management will have broad discretion
over the use of the net proceeds from this offering.
We currently intend to use
the net proceeds from the sale of Securities under this offering for marketing and advertising expenses and general corporate purposes,
including working capital. We have not reserved or allocated specific amounts for any of these purposes and we cannot specify with certainty
how we will use the net proceeds. See “Use of Proceeds”. Accordingly, our management will have considerable discretion in
the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the
proceeds are being used appropriately. We may use the net proceeds for corporate purposes that do not increase our operating results or
market value.
There is a limited market for our common
stock that may make it more difficult to dispose of your stock.
Our common stock is currently
listed on the Nasdaq Capital Market under the symbol “CYN”. There is a limited trading market for our common stock. Accordingly,
there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common
stock to sell shares of our common stock, or the prices at which holders may be able to sell their common stock.
Future sales of our common stock in the
public market could cause the market price of our common stock to decline.
Sales of a substantial number
of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of
our common stock and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing
equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of our initial public offering,
and therefore, they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict
the timing of or the effect that such sales may have on the prevailing market price of our common stock.
Our stock price may be volatile, and the
value of our common stock may decline.
The market price of our common
stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:
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variance in our financial performance from expectations of securities analysts; |
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changes in the pricing of the solutions on our platforms; |
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changes in our projected operating and financial results; |
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changes in laws or regulations applicable to our technology; |
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announcements by us or our competitors of significant business developments, acquisitions or new offerings; |
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sales of shares of our common stock by us or our shareholders; |
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significant data breaches, disruptions to or other incidents involving our technology; |
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our involvement in litigation; |
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future sales of our common stock by us or our stockholders; |
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changes in senior management or key personnel; |
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the trading volume of our common stock; |
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changes in the anticipated future size and growth rate of our market; |
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general economic and market conditions; and |
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other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events. |
Broad market and industry
fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of
our common stock. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies who have
experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the
target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.
Future securities issuances could result
in significant dilution to our stockholders and impair the market price of our common stock.
Future issuances of shares
of our common stock could depress the market price of our common stock and result in dilution to existing holders of our common stock.
Also, to the extent outstanding options and warrants to purchase our shares of our common stock are exercised or options or other equity-based
awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size
of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our common
stock.
We anticipate that we will need to raise
additional capital, and our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity
incentive plans or otherwise will dilute all other stockholders.
We expect to issue additional
capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors
and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business
strategy, we may acquire or make investments in companies, products or technologies and issue equity securities to pay for any such acquisition
or investment. We may not be able to obtain additional capital if and when needed on terms acceptable to us, or at all. Further, if we
do raise additional capital, it may cause stockholders to experience significant dilution of their ownership interests and the per share
value of our common stock to decline.
We do not intend to pay cash dividends for
the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price
of our common stock.
We have never declared or
paid any cash dividends on our capital stock, and, subject to the discretionary dividend policy described in the section entitled “Dividend”
of this Offering Circular, we do not intend to pay any cash dividends in the foreseeable future. On September 29, 2023, our board of directors
declared a one-time special dividend of 10% on our issued and outstanding shares of our common stock to holders of record on October 23,
2023. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need
to rely on sales of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on your
investment.
We are an “emerging growth company,”
and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common
stock less attractive to investors.
We are an “emerging-growth
company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, 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. Pursuant to Section 107 of the Jumpstart
Our Business Startups (“JOBS”) Act, as an emerging growth company, we have elected to use the extended transition period for
complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our
consolidated financial statements will not be comparable to the financial statements of issuers who are required to comply with the effective
dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive
to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period
for complying with new or revised accounting standards.
We will remain an emerging-growth
company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our initial public offering; (2)
the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during
the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date we qualify as
a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.
We cannot predict if investors
will find our common stock less attractive as a result of choosing to rely on these exemptions. For example, if we do not adopt a new
or revised accounting standard, our future results of operations will not be as comparable to the results of operations of certain other
companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result, there may
be a less active trading market for our common stock, and our stock price may be more volatile.
Anti-takeover provisions in our charter
documents may discourage our acquisition by a third party, which could limit our stockholders’ opportunity to sell their shares,
at a premium.
Our amended and restated certificate
of incorporation includes provisions that could limit the ability of others to acquire control of our company. These provisions could
have the effect of depriving our stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging
third parties from seeking to obtain control in a tender offer or similar transaction. Among other things, the charter documents will
provide:
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certain amendments to our bylaws that will require the approval of two-thirds of the combined vote of our then-outstanding shares of our common stock; and |
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our board of directors has the authority, without further action by our stockholders, to issue preferred stock in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional, or special rights, and the qualifications, limitations, or restrictions, including dividend rights, conversion rights, voting rights, terms. |
Our amended and restated certificate of
incorporation designates the Court of Chancery of the State of Delaware and federal court within the State of Delaware as the exclusive
forum for certain types of actions and proceedings that our stockholders may initiate, which could limit a stockholder’s ability
to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate
of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be exclusive forums
for any:
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derivative action or proceeding brought on our behalf; |
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action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; |
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action asserting a claim against us, our directors or officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or amended and restated bylaws; or |
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other action asserting a claim against us, our directors or officers or employees that is governed by the internal affairs doctrine. |
This choice of forum provision
does not apply to actions brought to enforce a duty or liability created under the Exchange Act. Our amended and restated certificate
of incorporation to be in effect after this offering also provides that the federal district courts of the United States are the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. We intend for this provision to
apply to any complaints asserting a cause of action under the Securities Act despite the fact that Section 22 of the Securities Act creates
concurrent jurisdiction for the federal and state courts over all actions brought to enforce any duty or liability created by the Securities
Act or the rules and regulations promulgated thereunder. There is uncertainty as to whether a court would enforce such a provision with
respect to claims under the Securities Act, and our stockholders will not be deemed to have waived our compliance with the federal securities
laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital
stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation
described above.
These choice of forum provisions
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers, or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively,
if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in
respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such
matters in other jurisdictions, which could adversely affect our business and financial condition.
Risks Related to Pre-Funded Warrants
There is no public market for the Pre-Funded
Warrants.
The Pre-Funded Warrants offered
pursuant to this Offering Circular are not and will not be listed on any securities exchange. Also, we do not intend to apply to have
the Pre-Funded Warrants listed on any securities exchange. Consequently, there is no public trading market for the Pre-Funded Warrants,
and we do not expect a market to develop. Accordingly, investors may find it difficult to dispose of, or to obtain accurate quotations
as to the market value of, the Pre-Funded Warrants. This lack of a trading market could result in investors being unable to liquidate
their investment in the Pre-Funded Warrants or to sell them at a price that reflects their value. The absence of a public market for these
securities could also reduce the liquidity and market price of our common stock to which these warrants are exercisable. Investors should
be prepared to bear the risk of investment in the Pre-Funded Warrants indefinitely.
Lack of Voting Rights.
Holders of Pre-Funded Warrants
will not have the same voting rights as those associated with our common stock and may have no voting rights with respect to the shares
underlying the Pre-Funded Warrants until such shares are acquired upon exercise of the Pre-Funded Warrants. As a result, if such holders
do not exercise their Pre-Funded Warrants, they will not have any influence over matters requiring stockholder approval during the period
they hold the Pre-Funded Warrants.
Exercise and Conversion Dilution.
The exercise of Pre-Funded
Warrants will increase the number of shares of common stock issued and outstanding, which will dilute the ownership interests of existing
stockholders. The amount of dilution, or the reduction in value to existing shares of common stock, is determined by the amount of shares
ultimately obtained upon the exercise of the Pre-Funded Warrants relative to the number of shares of common stock outstanding at the time
of exercise.
Adjustments to Terms of Pre-Funded Warrants.
The terms of the Pre-Funded
Warrants, including the exercise price and the number of shares of common stock issuable upon exercise, may be adjusted in certain circumstances,
including in the event of stock dividends, stock splits, and similar transactions. While adjustments are generally intended to prevent
dilution for holders of Pre-Funded Warrants, there is no assurance that such adjustments will fully protect the value of the Pre-Funded
Warrants.
Pre-Funded Warrants have beneficial ownership
limitations.
An investment in our Pre-Funded
Warrants involves a significant risk due to the 4.99% (or 9.99%) beneficial ownership limitation. The terms of the Pre-Funded Warrants
prohibit any single holder from exercising the warrants if such exercise would result in the holder beneficially owning more than 4.99%
(or 9.99%) of our outstanding common stock immediately after the exercise, as elected by the holder at the time of issuance of the Pre-Funded
Warrants. This limitation may also hinder the holder’s ability to sell or exercise the Pre-Funded Warrants when it may be most advantageous
to do so, which could affect the value of their investment.
USE OF PROCEEDS
The table below sets forth
the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Shares at a public offering
price of $3.50 and the Pre-Funded Warrants at a public offering price of $3.49 and exercise of the Pre-Funded Warrants in full. There
is, of course, no guaranty that we will be successful in selling any of the Shares and Pre-Funded Warrants in this offering.
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Assumed Percentage of the
Securities Sold in This Offering | |
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25% | | |
50% | | |
75% | | |
100% | |
Securities sold | |
| 3,571,429 | | |
| 7,142,857 | | |
| 10,714,286 | | |
| 14,285,714 | |
Gross proceeds | |
$ | 12,500,000 | | |
$ | 25,000,000 | | |
$ | 37,500,000 | | |
$ | 50,000,000 | |
Offering expenses (1) | |
| 855,000 | | |
| 1,480,000 | | |
| 2,105,000 | | |
| 2,730,000 | |
Net proceeds | |
$ | 11,645,000 | | |
$ | 23,520,000 | | |
$ | 35,395,000 | | |
$ | 47,270,000 | |
| (1) | Represents placement agent fees,
legal and accounting fees and expenses (See “Plan of Distribution”). |
The table below sets forth
the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75% and 100% of
the Securities at a public offering price of $3.50 per Share and $3.49 per Pre-Funded Warrants and exercise of the Pre-Funded Warrants
in full. All amounts set forth below are estimates.
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Use
of Proceeds for Assumed Percentage
of the Securities Sold in This Offering | |
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25% | | |
50% | | |
75% | | |
100% | |
General Corporate Expenses, including Working Capital | |
$ | 11,645,000 | | |
$ | 23,520,000 | | |
$ | 35,395,000 | | |
$ | 47,270,000 | |
We reserve the right to change
the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds
of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made
with respect to the industry in which we currently or, in the future, expect to operate, general economic conditions and our future revenue
and expenditure estimates.
Investors are cautioned that
expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will
have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will
depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate
of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.
In the event we do not obtain
the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing
funds. Currently, we do not have any committed sources of financing.
PLAN OF DISTRIBUTION
In General
Our company is offering a maximum of up to 7,142,857 Shares on a “best-efforts”
basis, at a fixed price of $3.50 per Share. The Company is also offering up to 7,142,857 Pre-Funded Warrants on a on a “best-efforts”
basis, at a fixed price of $3.49 per Pre-Funded Warrant.
This offering will terminate
at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified
by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.
There is no minimum number
of Securities that we are required to sell in this offering and no minimum purchase requirement for investors in this offering. All funds
derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the section entitled
“Use of Proceeds” of this Offering Circular. No funds will be placed in an escrow account during the offering period and no
funds will be returned once an investor’s subscription agreement has been accepted by us.
The Securities will be offered
by Maxim Group LLC, a broker-dealer registered with the SEC and a member of FINRA (“Maxim,” or the “Placement Agent”),
on a “best efforts” basis pursuant to the placement agency agreement to be entered into between us and Maxim, which we refer
to as the “Placement Agent Agreement”. Pursuant to the Placement Agent Agreement, we will pay the Placement Agent, concurrently
with each closing of this offering, a cash placement fee equal to 5.0% of the gross proceeds of such closing. In addition, we will also
pay the Placement Agent up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses out of the proceeds of the
initial closing and up to $10,000 for fees and expenses of legal counsel and other out-of-pocket expenses out of each subsequent closing.
We or the Placement Agent
may also ask other FINRA member broker-dealers that are registered with the SEC to participate as soliciting dealers for this offering.
We may also sell the Securities
in this offering through the efforts of our management. Our management will not receive any compensation for offering or selling the Securities.
We believe that Mr. Tal is exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Exchange
Act. In particular, none of our management:
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is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and |
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is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and |
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is not an associated person of a broker or dealer; and |
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meets the conditions of the following: |
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primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities; and |
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was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and |
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did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act. |
At each Closing, the Company and Maxim may mutually
agree upon a standstill on the Company from making subsequent equity sales, subject to certain customary carve-outs.
Procedures for Subscribing
If you are interested in subscribing
for Securities in this offering, please submit a request for information by e-mail to Syndicate Department at Maxim Group LLC at: syndicate@maximgrp.com;
all relevant information will be delivered to you by return e-mail. Thereafter, should you decide to subscribe for Securities, you are
required to follow the procedures described in the subscription agreement included in the delivered information, which are:
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Electronically execute and deliver to us a subscription agreement; and |
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Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account. |
Right to Reject Subscriptions
After we receive your complete,
executed subscription agreement and the funds required under the subscription agreement have been transferred to us, we have the right
to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from
rejected subscriptions immediately to you, without interest or deduction.
Acceptance of Subscriptions
Conditioned upon our acceptance
of a subscription agreement, we will countersign the subscription agreement and issue the Securities subscribed. Once you submit the subscription
agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription
agreements are irrevocable.
This Offering Circular will
be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours
per day, 7 days per week on our company’s page on the SEC’s website: www.sec.gov.
An investor will become
a shareholder of the Company and the Shares will be issued, as of the date of settlement. Settlement will not occur until an investor’s
funds have cleared and we accept the investor as a shareholder.
By executing the subscription
agreement and paying the total purchase price for the Securities subscribed, each investor agrees to accept the terms of the subscription
agreement and attests that the investor meets certain minimum financial standards.
An approved trustee must process
and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans
and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.
State Law Exemption and Offerings to “Qualified
Purchasers”
The Securities are being offered
and sold to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to
Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state
filing requirements and anti-fraud provisions, to the extent that the Securities offered hereby are offered and sold only to “qualified
purchasers”.
“Qualified purchasers”
include any person to whom securities are offered or sold in a Tier 2 offering pursuant to Regulation A under the Securities Act. We reserve
the right to reject any investor’s subscription in whole or in part for any reason, including if we determine, in our sole and absolute
discretion, that such investor is not a “qualified purchaser” for purposes of Regulation A. We intend to offer and sell the
Securities to qualified purchasers in every state of the United States.
Issuance of Securities
Upon settlement, that is,
at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either
issue such investor’s purchased Shares in book-entry form or issue a certificate or certificates representing such investor’s
purchased Shares.
The Pre-Funded Warrants will
be issued in book-entry form. Upon the Holder’s decision to exercise the Pre-Funded Warrants, the Holder shall execute the Exercise
Notice form attached to the Pre-Funded Warrant, completing all required fields in accordance with the instructions provided therein. The
completed Exercise Notice must be delivered to the Company as specified in the Pre-Funded Warrant to effectively initiate the exercise
process.
Transferability of the Shares and Shares
of Common Stock underlying the Pre-Funded Warrants
The Shares will be generally
freely transferable, subject to any restrictions imposed by applicable securities laws or regulations. The shares of Common Stock issuable
upon the exercise of the Pre-Funded Warrants, when issued pursuant to the terms of the Pre-Funded Warrants, will generally also be freely
transferable, subject to any restrictions imposed by applicable securities laws or regulations. Subject to applicable laws, a Pre-Funded
Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments
of transfer and exercise price.
Listing of the Securities
The Shares will be listed
on The Nasdaq Capital Market under the symbol “CYN.” There is no public market for the Pre-Funded Warrants and none is expected
to develop. We do not intend to apply for the listing of the Pre-Funded Warrants offered in this offering on any stock exchange. Without
an active trading market, the liquidity of the Pre-Funded Warrants will be limited.
DESCRIPTION OF CAPITAL STOCK
General
Our authorized capital stock
consists of 200,000,000 shares of common stock, $.00001 par value per share, and 10,000,000 shares of preferred stock, $.00001 par value
per share.
As of the date of this
Offering Circular, there were 2,026,617 shares of our common stock issued and outstanding held by approximately 55 holders of record,
and no shares of our preferred stock issued and outstanding.
Common Stock
Our certificate of incorporation,
as amended and restated (“Certificate of Incorporation”) authorize us to issue up to 200,000,000 shares of common stock, $0.00001
par value. Each holder of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present
for a vote of stockholders, including the election of directors. Holders of common stock have no cumulative voting rights or preemptive
rights to purchase or subscribe for any stock or other securities, and there are no conversion rights or redemption or sinking fund provisions
with respect to our common stock. All shares of our common stock are entitled to share equally in dividends from sources legally available
when, and if, declared by our Board of Directors.
Our Board of Directors is
authorized to issue additional shares of common stock not to exceed the amount authorized by the Certificate of Incorporation, on such
terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.
In the event of our liquidation
or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders.
However, the rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of preferred stock that have been issued or shares of preferred stock that our Board of Directors may
decide to issue in the future.
Preferred Stock
Our Certificate of Incorporation
authorize us to issue up to 10,000,000 shares of preferred stock, $0.00001 par value. Our Board of Directors is authorized, without further
action by the stockholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges, and
restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking
fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue preferred stock, will provide
flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however,
could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders.
The presence of outstanding preferred stock could also have the effect of delaying, deterring, or preventing a change in control of our
Company.
Outstanding Warrants
As of October 15, 2024,
we had 72,369 outstanding warrants with a weighted average exercise price of $283.80 per share, with a weighted average remaining life
of 5 years.
Outstanding Options
As of October 15, 2024,
we have 167,589 outstanding options with a weighted average exercise price of $96.85 per share, with a weighted average remaining contractual
life of 6.57 years.
Restricted Stock Units (RSU)
As of October 15, 2024,
we have 2,442 outstanding RSUs.
Anti-Takeover Provisions
Certificate of Incorporation and Bylaw Provisions
Our amended and restated certificate
of incorporation and our amended and restated bylaws will include a number of provisions that may have the effect of deterring hostile
takeovers or delaying or preventing changes in control of our management team, including the following:
Classified Board. Our
fifth amended and restated certificate of incorporation and amended and restated bylaws provide that our board of directors will be classified
into three classes of directors, each of which will hold office for a three-year term. In addition, directors may only be removed from
the board of directors for cause and only by the approval of two-thirds of the combined vote of our then outstanding shares of common
stock. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult
and time consuming for stockholders to replace a majority of the directors on a classified board of directors.
Supermajority Approvals.
Our amended and restated bylaws require the approval of two-thirds of the combined vote of our then-outstanding shares of our common stock
to amend our bylaws. This will have the effect of making it more difficult to amend our amended and restated bylaws to remove or modify
certain provisions.
Advance Notice Requirements
for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice procedures for stockholders
seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any meeting
of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s
notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our meetings of stockholders.
Issuance of Undesignated
Preferred Stock. Our board of directors has the authority, without further action by the holders of our common stock, to issue up
to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time
by the board of directors. The existence of authorized but unissued shares of preferred stock will enable our board of directors to render
more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise.
Issuance of Unissued Stock.
Our shares of unissued common stock are available for future issuance without stockholder approval, subject to certain protections afforded
to our preferred stock pursuant to our certificate of incorporation, as amended and restated. We may utilize these additional shares for
a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions,
payment as a dividend on the capital stock or as equity compensation to our service providers under our equity compensation plans. The
existence of unissued and unreserved common stock may enable our board of directors to issue shares to persons friendly to current management
thereby protecting the continuity of our management. Also, if we issue additional shares of our authorized, but unissued, common stock,
these issuances will dilute the voting power and distribution rights of our existing common stockholders.
Delaware Law
We are governed by the provisions
of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination”
with an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder, unless:
|
● |
the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors prior to the time that the stockholder became an interested stockholder; |
|
● |
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
|
● |
at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
In general, Section 203 defines
a “business combination” to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder
and an “interested stockholder” as a person who, together with affiliates and associates, owns, or within three years did
own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing
changes in control of our company.
Choice of Forum
Our amended and restated certificate
of incorporation provide that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of
the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting
a breach of fiduciary duty by any of our directors, officers or other employees to us or our stockholders; any action asserting a claim
against the Company, our directors or officer or employees directors arising pursuant to any provision of the DGCL, our amended and restated
certificate of incorporation or amended and restated bylaws or any other action asserting a claim against us our directors or officers
or employees that is governed by the internal affairs doctrine. This choice of forum provision does not apply to actions brought to enforce
a duty or liability created by the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.
Furthermore, unless we consent
in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act. We intend for this provision to apply to
any complaints asserting a cause of action under the Securities Act despite the fact that Section 22 of the Securities Act creates concurrent
jurisdiction for the federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act
or the rules and regulations promulgated thereunder. The enforceability of similar choice of forum provisions in other companies’
certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions
in our certificate of incorporation to be inapplicable or unenforceable.
Limitations of Liability and Indemnification
Our Certificate of Incorporation
limits the liability of directors to the maximum extent permitted by the DGCL. The DGCL provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary duties as directors.
Our bylaws, as amended, provide
that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employees and other agents.
Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition
of any action or proceeding.
Our bylaws, as amended, subject
to the provisions of the DGCL, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses
incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is
determined that person acted in good faith and in a manner which he or she reasonably believed was in the best interest of the corporation.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, or the Securities Act, may be permitted
to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The limitation of liability
and indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their
fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action,
if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to
the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
At present, there is no pending
litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not
aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Continental Stock Transfer & Trust Company. Its fax number is (801) 274-1099. Investors may reach our transfer
agent at info@actionstocktransfer.com.
DESCRIPTION OF THE SECURITIES OFFERED IN THIS
OFFERING
Common Stock
See “Common Stock”
in “Description of Capital Stock.”
Pre-Funded Warrants
The following summary of
certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified
in its entirety by, the provisions of the Pre-Funded Warrant, the form of which is filed as an exhibit to the offering statement of which
this Offering Circular forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded
Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.
Duration, Exercise Price and Form
Each Pre-Funded Warrant
will be sold in this offering at a purchase price equal to $3.49 (equal to the purchase price per Share, minus $0.01). Each Pre-Funded
Warrant will have an initial exercise price per share equal to $0.01. The Pre-Funded Warrants will be immediately exercisable and will
not expire prior to exercise. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate
adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. The Pre-Funded
Warrants will be issued in electronic form.
Exercisability
The Pre-Funded Warrants will
be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time
a registration statement registering the issuance of the shares of common stock underlying the Pre-Funded Warrants under the Securities
Act, is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available
for the issuance of such shares, by payment in full in immediately available funds for the number of shares of common stock purchased
upon such exercise. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that
the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise,
except that upon notice from the holder to us, the holder may increase or decrease the beneficial ownership limitation in the holder’s
Pre-Funded Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants provided that any increase in the beneficial
ownership limitation shall not be effective until 61 days following notice to us. If, at the time of exercise there is no effective registration
statement registering, or the prospectus contained therein is not available for the issuance of, the shares of common stock underlying
the Pre-Funded Warrants, then the Pre-Funded Warrants may also be exercised, in whole or in part, at such time by means of a cashless
exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the
formula set forth in the Pre-Funded Warrant.
The Pre-Funded Warrants will
be issued in book-entry form. Upon the Holder’s decision to exercise the Pre-Funded Warrants, the Holder shall execute the Exercise
Notice form attached to the Pre-Funded Warrant, completing all required fields in accordance with the instructions provided therein. The
completed Exercise Notice must be delivered to the Company as specified in the Pre-Funded Warrant to effectively initiate the exercise
process.
Transferability
Subject to applicable laws,
a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate
instruments of transfer.
Fractional Shares
No fractional shares of common
stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of shares of common stock to be issued will be rounded
up to the nearest whole number.
Trading Market
There is no established public
trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the
Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market,
the liquidity of the Pre-Funded Warrants will be limited.
Right as a Stockholder
Except as otherwise provided
in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Pre-Funded
Warrants do not have the rights or privileges of holders of our common stock with respect to the shares of common stock underlying the
Pre-Funded Warrants, including any voting rights, until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide
that holders have the right to participate in distributions or dividends paid on our common stock.
Fundamental Transaction
In the event of a fundamental
transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification
of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation
or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming
the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Pre-Funded Warrants will
be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders
would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction, and the successor entity
will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations
under the Pre-Funded Warrants with the same effect as if such successor entity had been named in the Pre-Funded Warrant itself. If holders
of our common stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder
shall be given the same choice as to the consideration it receives upon any exercise of the Pre-Funded Warrant following such fundamental
transaction.
Amendment and Waiver
The Pre-Funded Warrants may
be modified or amended or the provisions thereof waived with the written consent of our company and the respective holder.
Governing Law
The Pre-Funded Warrants are
governed by Delaware law.
Transfer Agent
The transfer agent and registrar
for our common stock is Continental Stock Transfer & Trust Company.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Certificate of Incorporation
and our Bylaws generally eliminates director and officer liability for any act or failure to act in his or her capacity as a director
or officer. An indemnitee is entitled to advances, to the fullest extent permitted by applicable law, solely upon the execution and delivery
to us of an undertaking providing that the indemnitee agrees to repay the advance to the extent it is ultimately determined that he or
she was not entitled to be indemnified by us under the provisions of the Bylaws, the Certificate of Incorporation, or an agreement between
us and the indemnitee. Additionally, we have entered into Indemnification Agreements with each of our directors and officers that largely
mirror the indemnification rights provided for in our Bylaws.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
EXPERTS
The consolidated balance sheets
of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and cash
flows for each of the two years in the period ended December 31, 2023 and the related notes, have been audited by Marcum LLP, the independent
registered public accounting firm of the Company, as stated in their report, which includes an explanatory paragraph as to the Company’s
ability to continue as a going concern, which is incorporated herein by reference. Such financial statements have been incorporated herein
by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters with
respect to the Securities offered by this Offering Circular will be passed upon by Sichenzia Ross Ference Carmel LLP, New York, New York.
Ellenoff Grossman & Schole LLP, New York, New York, is counsel to the placement agent in connection with this offering.
INFORMATION INCORPORATED
BY REFERENCE
The SEC allows us to “incorporate
by reference” documents that we previously submitted or filed on Edgar. Incorporation by reference allows us to disclose important
information to you by referring you to those other documents. In particular, the Company incorporates by reference the information contained
in Items 1- 13 of its Form 10-K filed with the SEC on March 7, 2024, which can be accessed at https://investors.cyngn.com/sec-filings
and on the SEC’s website at www.sec.gov. The Company’s financial statements incorporated herein are included in Item 8 of
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, and Item 1 of the Company’s quarterly
report on Form 10-Q for the period ended June 30, 2024 filed with the SEC on August 8, 2024, which can be accessed at https://investors.cyngn.com/sec-filings
or at www.sec.gov.
We filed an Offering Circular
on Form 1-A under the Securities Act with the SEC with respect to the securities being offered pursuant to this Offering Circular. This
Offering Circular omits certain information, as permitted by the SEC. You should refer to the offering Circular, including the exhibits
and schedules attached to the Offering Circular and the information incorporated by reference, for further information about us and the
securities being offered pursuant to this Offering Circular. Statements in this Offering Circular regarding the provisions of certain
documents filed with, or incorporated by reference in, the Offering Circular are not necessarily complete, and each statement is qualified
in all respects by that reference. Copies of all or any part of the Offering Circular, including the documents incorporated by reference
or the exhibits, may be obtained as indicated below. The documents we are incorporating by reference into this Offering Circular are:
| ● | Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with
the SEC on March 7, 2024. |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on
May 9, 2024. |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on
August 8, 2024. |
| ● | Our
Current Reports on Form 8-K filed on February 21, 2024, April 24, 2024, May 10, 2024, May 17, 2024, June 25, 2024 and July 9, 2024. |
|
● |
The description of our common stock contained in our Registration Statement on Form 8-A, registering our common stock under Section 12(b) under the Exchange Act, filed with the SEC on October 19, 2021. |
You may request a copy of
these filings, including the financial statements of the Company included in the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2023 and the Company’s quarterly report on Form 10-Q for the period ended June 30, 2024, at no cost, by
writing or telephoning us at the following address: Cyngn Inc., Attention: Corporate Secretary, 1015 O’Brien Dr., Menlo Park, CA
94025, phone number (650) 924-5905.
WHERE YOU CAN FIND MORE INFORMATION
We have filed an offering
statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering
Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement
or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering
statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the
contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and
each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit
to the offering statement. The offering statement, including its exhibits and schedules, may be accessed at the SEC’s website http://www.sec.gov.
These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the
SEC.
We are subject to the reporting
requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC.
You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website. We also maintain
a website at http://www.cyngn.com, at which you may access these materials free of charge as soon as reasonably practicable after
they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website
is not part of this Offering Circular. You may also request a copy of these filings, at no cost, by writing or telephoning us at: 1015
O’Brien Dr., Menlo Park, CA 94025, phone number (650) 924-5905.
EXHIBITS
Exhibit
Number |
|
Description |
1.1** |
|
Placement Agent Agreement between the Company and Maxim Group LLC. (incorporated by reference to the copy thereof filed as Exhibit 1.1 to the Company’s Offering Circular on Form 1-A filed with the SEC on September 30, 2024) |
2.1* |
|
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. |
2.2* |
|
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. |
2.3* |
|
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. |
2.4* |
|
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. |
2.5* |
|
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. |
2.6* |
|
Fifth Amended and Restated Certificate of Incorporation of Registrant incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 19, 2021. |
2.7* |
|
Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275530) filed with the SEC on November 28, 2023. |
2.8* |
|
Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2024. |
2.9* |
|
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. |
2.10* |
|
Amendment No. 1 to Amended and Restated Bylaws, effective May 7, 2024, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2024. |
3.1* |
|
Description of Registrant’s Securities (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for year ended December 31, 2021) |
3.2** |
|
Form of Pre-Funded Warrant to be issued in this Offering (incorporated by reference to the copy thereof filed as Exhibit 3.2 to the Company’s Offering Circular on Form 1-A filed with the SEC on September 30, 2024) |
4.1** |
|
Form of Subscription Agreement for this Offering (incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Company’s Offering Circular on Form 1-A filed with the SEC on September 30, 2024) |
6.1* |
|
Offer Letter between the Company and Ben Landen dated as of September 18, 2019 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. |
6.2* |
|
Offer Letter between the Company and Donald Alvarez dated as of May 28, 2021 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. |
6.3# |
|
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. |
6.4# |
|
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. |
6.5# |
|
Amendment to 2021 Equity Incentive Plan incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 31, 2024. |
6.6# |
|
Amendment to 2021 Equity Incentive Plan incorporated by reference to the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 21, 2024. |
6.7* |
|
Second Amended and Restated Investors’ Rights Agreement dated as of December 24, 2014 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
6.8* |
|
Form of Indemnification Agreement to be entered into with the Registrant and each of its officers and directors incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-259278) filed with the SEC on October 15, 2021. |
6.9* |
|
Employment Agreement by and between Cyngn Inc. and Lior Tal dated as of January 1, 2022 incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2022. |
6.10* |
|
Engagement Letter dated April 27, 2022 incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022. |
6.11* |
|
Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022. |
6.12* |
|
Form of Warrant incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022. |
6.13* |
|
Form of Registration Rights Agreement incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022. |
6.14* |
|
Form of Pre-Funded Warrants incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022. |
6.15* |
|
ATM Sales Agreement by and between the Company and Virtu Americas LLC, dated May 31, 2023 incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on May 31, 2023 |
6.16* |
|
Placement Agent Agreement between the Company and Aegis Capital Corp. dated December 8, 2023 incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2023 |
6.17* |
|
Form of Pre-funded Warrant incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2023 |
6.18* |
|
Form of Severance and Change of Control Agreement incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024 |
6.19* |
|
Severance and Change of Control Agreement by and between Cyngn Inc. and Don Alvarez dated May 15, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2024. |
11.1** |
|
Consent of Marcum LLP |
11.2** |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 12.1) (incorporated by reference to the copy thereof filed as Exhibit 11.2 to the Company’s Offering Circular on Form 1-A filed with the SEC on September 30, 2024) |
12.1** |
|
Opinion of Sichenzia Ross Ference Carmel LLP (incorporated by reference to the copy thereof filed as Exhibit 12.1 to the Company’s Offering Circular on Form 1-A filed with the SEC on September 30, 2024) |
| * | Incorporated by reference, as
indicated |
| # | A contract, compensatory plan
or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible
to participate. |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on
October 17, 2024.
|
CYNGN INC. |
|
|
|
By: |
/s/ Lior Tal |
|
|
Lior Tal |
|
|
Chief Executive Officer
(Principal Executive Officer) |
This Offering Statement has
been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Lior Tal |
|
Chairman of the Board, |
|
October 17, 2024 |
Lior Tal |
|
Chief Executive Officer, Chairman and Director |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Donald Alvarez |
|
Chief Financial Officer and Director |
|
October 17, 2024 |
Donald Alvarez |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Karen Macleod |
|
Director |
|
October 17, 2024 |
Karen Macleod |
|
|
|
|
|
|
|
|
|
/s/ Colleen Cunningham |
|
Director |
|
October 17, 2024 |
Colleen Cunningham |
|
|
|
|
|
|
|
|
|
/s/ James McDonnell |
|
Director |
|
October 17, 2024 |
James McDonnell |
|
|
|
|
27
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