Exyn Technologies, Inc.

As filed with the Securities and Exchange Commission on June 29, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form****S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

2118 Washington Avenue, Suite 1000

Philadelphia, PA 19146

(215) 999-0200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Brandon Torres Declet

Chief Executive Officer

2118 Washington Avenue, Suite 1000

Philadelphia, PA 19146

(215) 999-0200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew P. Gilbert

Anna K. Spence

DLA Piper LLP (US)

51 John F. Kennedy Parkway

Suite 120

Short Hills, NJ 07078

(973) 520-2550

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 29, 2026

PRELIMINARY PROSPECTUS

3,658,564 Shares of Common Stock

189,753 Warrants to Purchase Common Stock

The holders of shares of common stock and/or warrants to purchase shares of common stock, or their permitted transferees (collectively, the “selling stockholders”), identified in this prospectus are offering 3,658,564 shares of our common stock and 189,753 warrants to purchase 189,753 shares of our common stock (collectively, the “securities”). We are not selling any securities under this prospectus and will not receive any proceeds from the sale of securities by the selling stockholders. We will bear all of the offering expenses.

Our common stock and warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “EXYN” and “EXYNW,” respectively. On June 26, 2026, the last reported sale price of our common stock and warrants on Nasdaq was $4.86 and $0.89 per share and per warrant, respectively.

We are an “emerging growth company” and a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page11 to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense**.**

Prospectus dated , 2026