UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On April 23, 2024, Cyngn Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), in connection with a firm commitment underwritten public offering (the “Offering”) of an aggregate of 19,800,000 shares of common stock (the “Shares”) and pre-funded warrants to purchase up to 30,200,000 shares of common stock (the “Pre-funded Warrants”), at a purchase price of $0.10 per Share or $0.09999 per Pre-Funded Warrant. The Pre-funded Warrants will be immediately exercisable and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.00001 per share, subject to certain adjustments set forth therein.
Pursuant to the Underwriting Agreement, the Company agreed to pay Aegis a cash fee of 7.0% of the gross proceeds the Company receives in connection with the Offering. The Company also agreed to pay Aegis $75,000 for accountable expenses.
The Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities, and the Company’s directors and officers have agreed to certain restrictions on the sale of the Company’s securities, in each case, for a period of 30 days following the date of the closing date, subject to certain exceptions.
The gross proceeds from the Offering are expected to be $5 million, before deducting fees and expenses payable to Aegis and other estimated offering expenses. The Offering is expected to close on or about April 25, 2024, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Shares and Pre-funded Warrants (and underlying shares) were offered, and issued, pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-278671) filed with the Securities and Exchange Commission on April 12, 2024, and declared effective on April 23, 2024.
The foregoing description of the Underwriting Agreement and Pre-funded Warrants does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, forms of which are filed as exhibits to this current report on Form 8-k.
Item 8.01 Other Events
On April 23, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Underwriting Agreement between Cyngn Inc. and Aegis Capital Corp. | |
| 10.2 | Form of Pre-Funded Warrant | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 24, 2024
| CYNGN INC. | ||
| By: | /s/ Donald Alvarez | |
| Donald Alvarez | ||
| Chief Financial Officer | ||
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