Exyn Technologies, Inc.

(a)

Internal Investigation

On August 11, 2026, the Audit Committee of the Board of Directors of the Company, with the assistance of independent outside counsel, commenced an internal investigation into allegations that Brandon Torres Declet, the Company’s then-Chief Executive Officer and Chairman of the Board, used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in the Company’s financial records. The investigation has been completed. The investigation identified approximately $286,000 in aggregate personal expenses incurred over multiple periods, including periods subsequent to June 30, 2026.

The Company determined that the amounts identified did not represent expenses incurred in the ordinary course of the Company’s operations and has classified the applicable amounts within other expense in the accompanying condensed statements of operations. Other expense for the three and six months ended June 30, 2026 includes approximately $24,000 and $32,000, respectively, related to such expenses, compared with approximately $14,000 and $44,000, respectively, for the three and six months ended June 30, 2025. The Company determined that the amounts identified were not material, individually or in the aggregate, to any previously issued financial statements.

The Company has demanded repayment from its former Chief Executive Officer of the personal expenses identified by the investigation. As of June 30, 2026, the Company has not recognized a receivable for any amounts sought to be recovered.

Material Weakness in Internal Control Over Financial Reporting

In connection with the internal investigation, the Company’s management determined that a material weakness existed in the Company’s internal control over financial reporting. Specifically, the Company did not maintain effective controls over (i) the review and approval of executive expense reports and credit card charges, (ii) the classification and recording of expenses charged by senior executives on Company-issued credit cards, and (iii) the operation of the control environment as it relates to the ethical conduct and oversight of senior management. As a result of the material weakness, the Company’s management, including its Principal Executive Officer and Principal Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026.

Remediation

Management has commenced the development of a remediation plan to address the newly identified material weakness, which will include:

The material weakness will not be considered remediated until the applicable controls have been implemented and operate effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Financial Impact

The Company has determined that the misclassified personal expenses are not material to any previously reported financial statements, although the expenses have been reclassified in the Company’s books and records.

Departure of Chief Executive Officer

On August 19, 2026, the Company terminated Brandon Torres Declet from his position as Chief Executive Officer and Chairman of the Board of Directors, effective immediately. Mr. Declet’s termination was for cause. The termination followed an internal investigation conducted by the Audit Committee of the Board of Directors (the “Audit Committee”), with the assistance of independent outside counsel, into allegations that Mr. Declet used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in the Company’s books and records. The investigation commenced on August 11, 2026 and concluded on August 19, 2026. Based on the findings of the investigation, the Audit Committee recommended, and the Board determined, that Mr. Declet’s conduct constituted cause for termination under the terms of his employment agreement with the Company.

In connection with the resignation, the Company has determined that Mr. Declet is not entitled to any severance payments or benefits under his employment agreement. The Company expects to recover the personal travel and other personal expenses improperly charged to the Company from Mr. Declet.

Appointment of Interim Chief Executive Officer

On August 19, 2026, the Board of Directors appointed Benjamin Williams, age 47, as Interim Chief Executive Officer of the Company, effective immediately. Mr. Williams has served as our Chief Operating Officer since May 2019. Mr. Williams also served as the interim Chief Executive Officer of the Company from June 2023 to November 2023. Mr. Williams has worked in large organizations, such as AT&T/Fullscreen Media, Lockheed Martin, and the U.S. Navy, as well as founded and led smaller startups, including Reelio, Zentropy, Open Sky Energy, and PennDSL. Prior to joining Exyn, Mr. Williams led Data & Platform Strategy and predictive analytics for Fullscreen Media as part of AT&T, following their acquisition of his startup company, Reelio Inc. In 2017, Mr. Williams was selected for Wharton’s 40 Under 40. Mr. Williams has built an expertise around innovation, operations, product development, technical management, product management, business strategy, and enterprise business development. Mr. Williams has a B.S.E. in Computer Science and Engineering from the University of Pennsylvania, and an M.B.A. from the Wharton School of Business at the University of Pennsylvania.

Mr. Williams’s compensation arrangements in connection with his appointment as Interim Chief Executive Officer have not yet been determined. Pursuant to Mr. Williams’s existing Offer Letter with the Company, dated May 8, 2019. Mr. Williams is entitled to a base salary (set at $285,000 for 2024 and 2025), eligible for a discretionary annual cash bonus as determined by management and approved by our board of directors or its compensation committee, and eligible to participate in our employee benefit plans. Mr. Williams’ employment is at-will and may be terminated at any time, by either party, with or without cause or advance notice. During his period of employment and for the six-month period thereafter, Mr. Williams is subject to a non-competition covenant and covenants with respect to the non-solicitation of customers and employees.

There are no arrangements or understandings between Mr. Williams and any other persons pursuant to which Mr. Williams was selected as Interim Chief Executive Officer. There are no family relationships between Mr. Williams and any director or executive officer of the Company. Mr. Williams has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Non-Executive Chairman of the Board of Directors

On August 19, 2026, the Board of Directors appointed existing director Gregory McNeal as the Non-Executive Chairman of the Board of Directors, replacing Mr. Declet.

During the quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).