Cyngn Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
CYN$0.27-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001213900-25-041094
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001213900-25-073134
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 99 current paragraphs.
66 unchanged; 17 reworded; 15 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
June Offerings
Current report
On June 27, 2025, the Company entered into a securities purchase agreement with the institutional investors named on the signature page thereto, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “June 27 Offering”), 313,564 shares of its common stock, par value $0.00001 per share, at a purchase price of $7.50 per share and 1,979,769 pre-funded warrants to purchase shares of common stock, at a purchase price of $7.49999 per pre-funded warrant.
Current report
The June 27 Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-271567), which was originally filed on May 2, 2023, and declared effective by the Securities and Exchange Commission on June 13, 2023, including the prospectus contained therein and a prospectus supplement dated June 27, 2025 filed with the Securities and Exchange Commission on June 30, 2025.
Current report
The closing of the June 27 Offering occurred on June 30, 2025. The Company received net proceeds of approximately $14.7 million from the June 27 Offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. The Company intends to use the net proceeds from the June 27 Offering for general corporate purposes, including working capital.
Current report
In connection with the June 27 Offering, the Company entered into a placement agent agreement with Aegis Capital Corp., as the exclusive placement agent in connection with the June 27 Offering. As compensation, the Company paid Aegis Capital Corp. a cash fee of 7% of the aggregate gross proceeds raised in the June 27 Offering and reimbursed certain of its expenses.
Current report
On June 26, 2025, the Company entered into a securities purchase agreement with the institutional investors named on the signature page thereto, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “June 26 Offering”), 192,496 shares of its common stock, par value $0.00001 per share, at a purchase price of $5.01 per share and 2,801,516 pre-funded warrants to purchase shares of common stock, at a purchase price of $5.00999 per pre-funded warrant.
Current report
The June 26 Offering was made pursuant to that certain Registration Statement on Form S-3, as amended (File No. 333-271567), which was originally filed on May 2, 2023, and declared effective by the Securities and Exchange Commission on June 13, 2023, including the prospectus contained therein and a prospectus supplement dated June 26, 2025 filed with the Securities and Exchange Commission on June 27, 2025.
Current report
The closing of the June 26 Offering occurred on June 27, 2025. The Company received net proceeds of approximately $12.7 million from the June 26 Offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. The Company intends to use the net proceeds from the June 26 Offering for general corporate purposes, including working capital.
Current report
In connection with the June 26 Offering, the Company entered into a placement agent agreement with Aegis Capital Corp., as the exclusive placement agent in connection with the June 26 Offering. As compensation, the Company paid Aegis Capital Corp. a cash fee of 7% of the aggregate gross proceeds raised in the June 26 Offering and reimbursed certain of its expenses.
Current report
Under the terms of a settlement agreement with a former placement agent, the Company may be obligated to pay to a $2.3 million cash fee and issue 370,114 warrants to purchase shares of the Company’s common stock in connection with the June 27 Offering and the June 26 Offering. However, the Company has informed the former placement agent that it does not believe there is a basis for these obligations. The Company has not received a response from the former placement agent and a resolution has not been reached as of the date of this filing. While an unfavorable outcome is reasonably possible, the Company is unable to estimate the possible loss or range of loss and has not accrued any loss related to this matter at this time.
Current report
Research and development expense for the six months ended June 30, 2025 decreased by approximately $2.3 million or 35.8% to $4.1 million from approximately $6.4 million for the six months ended June 30, 2024. The decrease is primarily attributable to a decrease in personnel related costs and the capitalization of costs related to capitalized software and customer contracts.
Current report
General and administrative expenses for the six months ended June 30, 2025 increased by approximately $1.4 million or 26.2% to $6.7 million from approximately $5.3 million for the six months ended June 30, 2024. The increase is primarily attributable to an increase in personnel related costs.
Current report
Other income (expense), net increased by $256,624 to $251,545 for the three months ended June 30, 2025 from $(5,079) for the three months ended June 30, 2024. Other income consists primarily of realized gains earned on the Company’s short-term investments of $249,163 and interest earned of $8,409 related to the office lease, offset by $(6,027) loss on asset disposal.
Current report
On June 26, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 192,496 shares of its common stock, par value $0.00001 per share, at a purchase price of $5.01 per share and 2,801,516 pre-funded warrants to purchase shares of common stock, at a purchase price of $5.00999 per pre-funded warrant. The Company received net proceeds of approximately $12.7 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.
Current report
On June 27, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 313,564 shares of its common stock, par value $0.00001 per share, at a purchase price of $7.50 per share and 1,979,769 pre-funded warrants to purchase shares of common stock, at a purchase price of $7.49999 per pre-funded warrant. The Company received net proceeds of approximately $14.7 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.
Removed paragraphs (1)
Previous report
Mrs. Russell, age 29, joined the Company in March 2023 as Director of Accounting. Prior to joining the Company, Mrs. Russell was a Technical Accounting Manager at SOAProjects, Inc., from December 2022 to March 2023, where she specialized in technical accounting research and financial reporting for clients in the technology and life sciences industries. Mrs. Russell began her career in the audit and assurance practice of Ernst & Young from September 2017 to December 2022. Mrs. Russell is a Certified Public Accountant in the state of California. She holds a Bachelor of Science in Business Administration from the University of Dayton.
Reworded paragraphs (17)
Previous wording
On May 6, 2025, the Company’s Board of Directors appointed Natalie Russell to serve as Interim Chief Financial Officer. Mrs. Russell was appointed to replace Donald Alvarez who on May 5, 2025, tendered his resignation as Chief Financial Officer of the Company. Mr. Alvarez’ resignation and Mrs. Russell’s appointment will take effect on June 6, 2025.
Current wording
On May 6, 2025, the Company’s Board of Directors appointed Natalie Russell to serve as Interim Chief Financial Officer. Mrs. Russell was appointed to replace Donald Alvarez who on May 5, 2025, tendered his resignation as Chief Financial Officer of the Company. Mr. Alvarez’ resignation and Mrs. Russell’s appointment took effect on June 6, 2025.
Previous wording
Also on May 6, 2025, the Company’s Board, named Martin Petraitis, Vice President of Sales, as a named executive officer. Mr. Petraitis, age 70, has served as the Company’s Vice President of Sales since November 2024. Mr. Petraitis brings over two decades of leadership experience in scaling revenue within technology-driven sectors, including automation, SaaS, and manufacturing systems. Prior to joining the Company, Mr. Petraitis led sales at Heartland Automation from 2020 to 2024, where he successfully pivoted the company from product-based offerings to high-value, solutions-focused services in the autonomous mobile robotics sector. His leadership in prior roles includes executive positions at Clearpath Robotics/OTTO Motors, from 2016 to 2020, Segue Manufacturing Services, from 2012 to 2016 and Brooks Automation from 1998 to 2006, where he scaled revenue to over $210M by championing strategic accounts and consultative sales methods. Mr. Petraitis holds an MSME and a BSME in mechanical engineering from the University of Colorado Boulder.
Current wording
Also on May 6, 2025, the Company’s Board, named Martin Petraitis, Vice President of Sales, as a named executive officer.
Previous wording
The Company issued to its lead underwriter in the Company’s initial public offering consummated in October 2021, (the “IPO”), warrants to purchase up to 9(1) shares of its common stock, exercisable at a price per share of $140,625(1)and expiring on October 19, 2026. Additionally, in connection with the Private Placement offering completed on April 29, 2022, the Company issued warrants to purchase 426(1) shares of its common stock, exercisable at a price per share of $40,650(1) and expiring on April 29, 2027. The Company accounts for warrants in accordance with ASC 480,Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the valuation as equity instruments in consideration of the cashless settlement provisions in the warrant agreements.
Current wording
The Company issued to its lead underwriter in the Company’s initial public offering consummated in October 2021, (the “IPO”), warrants to purchase up to 9 shares of its common stock, exercisable at a price per share of $140,625 and expiring on October 19, 2026. Additionally, in connection with the Private Placement offering completed on April 29, 2022, the Company issued warrants to purchase 426 shares of its common stock, exercisable at a price per share of $40,650 and expiring on April 29, 2027. The Company accounts for warrants in accordance with ASC 480,Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the valuation as equity instruments in consideration of the cashless settlement provisions in the warrant agreements.
Previous wording
The Company issued Series A warrants and Series B warrants in connection with securities purchase agreement on December 20, 2024. The Company accounts for warrants in accordance with ASC 480,Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Monte Carlo pricing model and treated the valuation as a liability in consideration of the variable number of the issuer’s equity shares in the warrant agreements. After shareholder approval on January 30, 2025, the strike price and the number of equity shares are now fixed. Therefore, in accordance with ASC 815-40-35-8,Derivatives and Hedging Reclassification of Contracts, the Series A warrants were re-measured utilizing the Black Scholes model and reclassified into equity. The Series A warrants are included in equity in the condensed consolidated balance sheet as of March 31, 2025. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and have been fully exercised by March 31, 2025. Due to the Series A reclassification to equity and the exercising of the Series B warrants, the Company expensed the total of $0.9 million of liability issues costs to change in fair value of the warrant liability on the condensed consolidated statement of operations for the period ended March 31, 2025.
Current wording
The Company issued Series A warrants and Series B warrants in connection with securities purchase agreement on December 20, 2024. The Company accounts for warrants in accordance with ASC 480,Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Monte Carlo pricing model and treated the valuation as a liability in consideration of the variable number of the issuer’s equity shares in the warrant agreements. After shareholder approval on January 30, 2025, the strike price and the number of equity shares are now fixed. Therefore, in accordance with ASC 815-40-35-8,Derivatives and Hedging Reclassification of Contracts, the Series A warrants were re-measured utilizing the Black Scholes model and reclassified into equity. The Series A warrants are included in equity in the condensed consolidated balance sheet as of June 30, 2025. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in February 2025. Due to the Series A reclassification to equity and the exercising of the Series B warrants, the Company expensed the total of $0.9 million of liability issues costs to change in fair value of the warrant liability for the six months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2025, the Company recognized $47,152 of revenue, substantially all related to EAS subscriptions, software royalties and hardware revenue.
Current wording
During the three and six months ended June 30, 2025, the Company recognized $33,726 and $80,878, respectively, of revenue, substantially all related to EAS subscriptions, software royalties and hardware revenue.
Previous wording
During the three months ended March 31, 2025, the Company reported cost of revenue of $11,813, consisting primarily of deployment costs, related to personnel costs, travel expenses and associated hardware costs to specific customers.
Current wording
During the three and six months ended June 30, 2025, the Company reported cost of revenue of $16,944 and $28,758, respectively, consisting primarily of deployment costs, related to personnel costs, travel expenses and associated hardware costs to specific customers.
Previous wording
Research and development expense consist primarily of internal engineering and development expenses, materials, labor and stock-based compensation and outsourced engineering services related to development of the Company’s products and services. Research and development costs incurred during NRE projects are capitalized and expensed when the associated NRE revenue is recognized. All other research and development costs are expensed as incurred.
Current wording
Research and development expense consist primarily of internal engineering and development expenses, materials, labor and stock-based compensation and outsourced engineering services related to development of the Company’s products and services. Research and development costs incurred during deployments are capitalized and expensed when the associated contract revenue is recognized. All other research and development costs are expensed as incurred.
Previous wording
Research and development expense for the three months ended March 31, 2025 decreased by approximately $1.0 million or 32.3% to $2.1 million from approximately $3.1 million for the three months ended March 31, 2024. The decrease is primarily attributable the capitalization of costs related to capitalized software and customer contracts.
Current wording
Research and development expense for the three months ended June 30, 2025 decreased by approximately $1.2 million or 38.3% to $2.0 million from approximately $3.2 million for the three months ended June 30, 2024. The decrease is primarily attributable to a decrease in personnel related costs and the capitalization of costs related to capitalized software and customer contracts.
Previous wording
General and administrative expenses for the three months ended March 31, 2025 increased by approximately $0.4 million or 14.8% to $3.1 million from approximately $2.7 million for the three months ended March 31, 2024. The increase is primarily attributable to an increase in personnel related costs.
Current wording
General and administrative expenses for the three months ended June 30, 2025 increased by approximately $1.0 million or 36.4% to $3.6 million from approximately $2.6 million for the three months ended June 30, 2024. The increase is primarily attributable to an increase in personnel related costs.
Previous wording
Interest income (expense) increased by $73,492 to $74,819 for the three months ended March 31, 2025 from $1,327 for the three months ended March 31, 2024. Interest income consists primarily of interest earned of $77,362 from the Company’s interest-bearing bank accounts, offset by interest expense of $2,543 related to the office lease.
Current wording
Interest income (expense), net increased by $196,323 to $(197,992) for the three months ended June 30, 2025 from $(1,669) for the three months ended June 30, 2024. Interest income consists primarily of interest earned of $11,601 from the Company’s interest-bearing bank accounts, offset by interest expense of $209,594 related to the office lease.
Previous wording
Other income (expense) increased by $2.4 million to $(2.5) million for the three months ended March 31, 2025 from $(5.0) thousand for the three months ended March 31, 2024. Other income (expense), net consists primarily of fair value remeasurement of $(2.5) million offset by realized gains earned on the Company’s short-term investments of $0.1 million.
Current wording
Other income (expense), net increased by $2.2 million to $(2.2) million for the six months ended June 30, 2025 from $(10,126) for the six months ended June 30, 2024. Other income consists primarily of fair value remeasurement of $(2.5) million offset by realized gains earned on the Company’s short-term investments of $0.3 million.
Previous wording
The Company’s principal source of liquidity is its cash and current maturities of short-term investments. Short-term investments consist of placements in U.S. government securities with original maturities between three to nine months. As of March 31, 2025, the Company had unrestricted cash of approximately $1.0 million and short-term investments of approximately $15.3 million. As of December 31, 2024, the Company had unrestricted cash of approximately $23.6 million.
Current wording
The Company’s principal source of liquidity is its cash and current maturities of short-term investments. Short-term investments consist of placements in U.S. government securities with original maturities between three to nine months. As of June 30, 2025, the Company had unrestricted cash of approximately $31.3 million and short-term investments of approximately $7.9 million. As of December 31, 2024, the Company had unrestricted cash of approximately $23.6 million.
Previous wording
On April 23, 2024, the Company entered into an underwritten Agreement with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the Company’s underwriter on a firm commitment basis in connection with the sale by the Company of an aggregate of 3,333(1)shares of common stock in a public offering, which included: (i) 1,320(1)shares of common stock, and (ii) pre-funded warrants to purchase 2,013(1)shares of common stock. The Pre-Funded Warrants had a nominal exercise price of $0.0015(2). Each share of common stock was sold at an offering price of $1,500(1), and each Pre-Funded Warrant was sold at an offering price of $1,499.85(1). The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on April 25, 2024. On May 3 2024, the Company closed on the sale of an additional 136(1) shares of common stock, upon exercise by the underwriter of the over-allotment option. The Company received net proceeds of approximately $4.6 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.
Current wording
On April 23, 2024, the Company entered into an underwritten Agreement with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the Company’s underwriter on a firm commitment basis in connection with the sale by the Company of an aggregate of 3,333 shares of common stock in a public offering, which included: (i) 1,320 shares of common stock, and (ii) pre-funded warrants to purchase 2,013 shares of common stock. The Pre-Funded Warrants had a nominal exercise price of $0.0015. Each share of common stock was sold at an offering price of $1,500, and each Pre-Funded Warrant was sold at an offering price of $1,499.85. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on April 25, 2024. On May 3 2024, the Company closed on the sale of an additional 136 shares of common stock, upon exercise by the underwriter of the over-allotment option. The Company received net proceeds of approximately $4.6 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.
Previous wording
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, for the next year. Based on these factors, the Company has substantial doubt that it will be able to continue as a going concern for the 12 months following the date that these interim financial statements were issued. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
Current wording
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 sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and related commitments for the 12 months following the date that these condensed consolidated financial statements were issued. Based on the above considerations, the Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025 was approximately $6.5 million, an increase of approximately $0.7 million or 12.1% compared to approximately $5.8 million for the three months ended March 31, 2024. The increase is primarily attributed to an increase in inventory related to the DriveMod Kits, an increase in personnel costs, and the fair value remeasurement of the warranty liabilities.
Current wording
Net cash used in operating activities for the six months ended June 30, 2025 was approximately $12.8 million, an increase of approximately $2.6 million or 25.5% compared to approximately $10.2 million for the six months ended June 30, 2024. The increase is primarily attributed to an increase in prepaid inventory for tuggers, an increase in inventory related to tuggers, and the security deposit for the new office location.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2025 was approximately $16.1 million, a decrease of approximately $17.9 million compared to net cash provided by investing activities of approximately $1.8 million for the three months ended March 31, 2024. The decrease consists of purchases of short-term investments of approximately $23.0 million and approximately $0.8 million acquisition of intangible asset and capitalization of software offset by $7.7 million in short-term investment proceeds.
Current wording
Net cash used in investing activities for the six months ended June 30, 2025 was approximately $9.1 million, a decrease of approximately $12.1 million compared to net cash provided by investing activities of approximately $3.0 million for the six months ended June 30, 2024. The decrease consists of short-term investment purchases of approximately $23.8 million and acquisition of intangible assets of $1.2 million, offset by $12.6 million in short-term investment proceeds and a decrease in equipment purchases of $0.3 million.
Previous wording
Net cash used in financing activities for the three months ended March 31, 2025 was $1.0 thousand, a decrease of approximately $2.7 million compared to $2.7 million for the three months ended March 31, 2024. Cash provided by financing activities for the three months ended March 31, 2024 was $2.7 million, which consisted of proceeds from the sale of common stock.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2025 was $29.6 million, which consisted of proceeds from the sale of common stock, an increase of approximately $20.0 million compared to $9.6 million for the six months ended June 30, 2024, which consisted of proceeds from at-the-market equity financing and the sale of common stock.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Interest income (expense), net increased by $122,831 to $(123,173) for the six months ended June 30, 2025 from $(342) for the six months ended June 30, 2024. Interest income consists primarily of interest earned of $88,964 from the Company’s interest-bearing bank accounts, offset by interest expense of $212,137 related to the office lease.