Exyn Technologies, Inc.

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties discussed in Part II, Item 1A, “Risk Factors,” of our Registration Statement on Form S-1 (File No. 333-297134) filed on June 29, 2026 and declared effective by the SEC on July 2, 2026, together with all of the other information in this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, before deciding whether to purchase any of our securities.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and our Registration Statement.

We have identified a material weakness in our internal control over financial reporting, which could result in material misstatements in our financial statements.

As described in this Quarterly Report on Form 10-Q, we identified an additional material weakness in our internal control over financial reporting in connection with an internal investigation conducted by the Audit Committee. As a result of this investigation, we have concluded that the Company’s business expense controls (including travel and entertainment, corporate credit card usage, and employee reimbursement processes) were inadequate or did not sufficiently prevent or detect improper, unsupported, or misclassified business expenses on a timely basis by Company executives. The Company is implementing enhancements to its internal controls to remediate the identified material weaknesses in its internal controls over financial reporting related to the Company’s governance and accounting practices. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. As the Company’s management, under the oversight of the Audit Committee, continues to evaluate and improve the Company’s internal controls over financial reporting, management may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified. If our remediation measures are not effective, or if additional material weaknesses or significant deficiencies are identified in the future, we may not be able to accurately or timely report our financial condition or results of operations, which could cause investors to lose confidence in our financial reporting, negatively affect the trading price of our common stock, result in regulatory investigations or sanctions, and expose us to litigation.

Our former Chief Executive Officer was terminated for cause following an internal investigation, and we may face additional risks and liabilities as a result.

As described in this Quarterly Report on Form 10-Q, we terminated our former Chief Executive Officer and Chairman of the Board for cause following an Audit Committee investigation that determined he improperly used Company funds for personal travel and other personal expenses. We could possibly face regulatory inquiries or investigations from the Securities and Exchange Commission, Nasdaq, or other governmental agencies. In addition, we may be subject to shareholder litigation, including derivative claims. There can be no assurance that we will be able to recover amounts improperly charged by our former Chief Executive Officer. Management transition following the termination may also cause operational disruption and uncertainty among employees, customers, vendors, and business partners.