Cyngn Inc.
For the period ended Sep 30, 2025. Filed Nov 19, 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.
Sep 30, 2025 · Filed Nov 19, 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 2025-06-30; filed 2025-08-07.
0001213900-25-073134
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001213900-25-112611
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 99 previous paragraphs and 89 current paragraphs.
62 unchanged; 16 reworded; 11 added; 19 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 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 (11)
Current report
Departure of Officer
Current report
Effective October 24, 2025, Ben Landen, Vice President of Business Operations of the Company, resigned from his position with the Company to pursue another professional opportunity. Mr. Landen’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
Current report
ATM Sales Agreement
Current report
On September 5, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $100,000,000 in “at the market” offerings through or to the Agent, as sales agent or principal. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.
Current report
As of September 30, 2025, no shares of common stock were sold under the Sales Agreement. However, as of November 6, 2025, the Company has sold 935,114 shares under the Sales Agreement, for net proceeds of $5,604,690 after payment of commission and fees of $173,341.** **
Current report
Appointment of Chief Financial Officer
Current report
Effective August 12, 2025, Natalie Russell was appointed Chief Financial Officer of the Company.
Current report
In connection with her appointment as Chief Financial Officer, the Company entered into an offer letter (the “Offer Letter”) with Mrs. Russell dated August 12, 2025. Pursuant to the terms of the Offer Letter, Mrs. Russell will receive an annual base salary of $250,000 and will be eligible to receive a pro-rated target discretionary annual bonus of up to 20% of her base salary, based on the Company’s performance and her individual performance, subject to the Company’s policy for paying bonus and the sole discretion of the Company.
Current report
In connection with Mrs. Russell’s appointment, the Company also entered into a Severance and Change of Control Agreement (the “Severance Agreement”) with Mrs. Russell. The Severance Agreement provides for a lump sum payment to the officer if the Company terminates the officer’s employment without Cause (as defined in the Severance Agreement), or if the officer terminates her employment for Good Reason (as defined in the Severance Agreement) or in the case of a Change of Control (as defined in the Severance Agreement) of the Company. The term, Change of Control, includes the acquisition of Common Stock of the Company resulting in one person or company owning more than 50% of the outstanding shares, a merger, consolidation or similar transaction resulting in the transfer of ownership of more than fifty percent (50%) of the Company’s outstanding Common Stock, or a liquidation or dissolution of the Company or sale of substantially all of the Company’s assets.
Current report
In the event that, the Company terminates the officer’s employment without Cause (as defined in the Severance Agreement), or if the officer terminates her employment for Good Reason (as defined in the Severance Agreement), or in the event of a termination within sixty days before or six months following the consummation of a Change of Control (as such events are defined in the Severance Agreement), then the Company will pay the officer (i) a lump sum amount equal to six months of the officer’s then current base salary, plus (ii) the annual bonus, pro-rated based on the officer’s termination date, or the lump sum amount equal to six months of the annual bonus if termination is as a result of a Change of Control, that the officer is eligible to receive for the calendar year in which the officer’s termination occurs assuming Company performance is achieved at target (100% for both Company and personal performance), which will be payable within the period of time set forth in the Severance Agreement following the termination of employment, (iii) 25%, or 50% if termination is as a result of a Change of Control, of the then-unvested equity awards issued to the officer by the Company will be vested as of officer’s termination date or the Change of Control date (if later), and (iv) 6 months of COBRA premium payments based on the coverages in effect as of the date of the officer’s termination of employment. All of the officer’s severance benefits are subject to her execution of a release in a form reasonably acceptable to the Company.
Current report
On September 5, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $100,000,000 in “at the market” offerings through or to the Agent, as sales agent or principal. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.
Removed paragraphs (19)
Previous report
June Offerings
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
Departure of Officer and Appointment of Officers
Previous report
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 report
Also on May 6, 2025, the Company’s Board, named Martin Petraitis, Vice President of Sales, as a named executive officer.
Previous report
Amendment to Employment Agreement
Previous report
On March 6, 2025, the Company entered into a letter agreement with Lior Tal, its CEO (the “Letter Agreement”), amending his employment agreement dated January 1, 2022 (the “Employment Agreement”). Pursuant to the Letter Agreement, Mr. Tal’s Employment Agreement was amended to provide for (i) a modification of his annual base salary to $640,000 effective January 1, 2025, (ii) a modification of his annual bonus to be eligible to earn an annual performance bonus in the target amount of up to $640,000 (the “Annual Bonus”), (iii) Mr. Tal shall be eligible to earn a special bonus for performance for 2025 of up to $1,000,000 (“2025 Special Bonus”), payable in January 2026, and (iv) Mr. Tal shall be eligible to earn a time-based 2025-2026 special bonus of up to $1,600,000 (the “2025-2026 Special Bonus”), payable in eight (8) quarterly installments of $200,000, with the first installment to be paid following Q1 2025, subject to such terms included in the Letter Agreement. Unless otherwise agreed in writing by the parties in a mutually executed amendment to the Employment Agreement, no special bonuses shall be paid after 2026, and the non-payment of any special bonus after 2026 shall not constitute “Good Reason” within the meaning of the Employment Agreement. Neither the 2025 Special Bonus nor the 2025-2026 Special Bonus shall be included in the Severance or the CIC Severance as such terms are defined in the Employment Agreement.
Previous report
Series B Warrants Exercises
Previous report
As of February 28, 2025, all the Series B warrants, in connection with the securities purchase agreement in December 2024, were exercised for a total of 232,919,252 shares.
Previous report
Nasdaq Compliance
Previous report
On February 6, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC advising that, for 30 consecutive business days preceding the notification letter, the Company did not meet the minimum $1.00 per share bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Listing Rule 5550(a)(2). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv) the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. Accordingly, the Company’s securities are subject to delisting from Nasdaq unless the Company requests an appeal of this determination by February 13, 2025. The Company timely requested an appeal of the determination, and a hearing is scheduled for March 18, 2025. On February 18, 2025, the Company effected a reverse stock split of its common stock and the Company’s common stock has traded above $1.00 since the effectuation of the reverse stock split. On March 12, 2025, the Company received a letter from The Nasdaq Stock Market LLC stating that the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Stock Market, as set forth in Nasdaq Listing Rule 5550(a)(2). The Company will be subject to a mandatory panel monitor for a period of one year from March 12, 2025. If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds the Company is again out of compliance with the minimum bid price requirement, notwithstanding Nasdaq Listing Rule 5810(c)(2), then the Staff will issue a delist determination letter and the Company will have an opportunity to request a new hearing with the initial Nasdaq hearing panel (the “Panel”) or a newly convened hearing panel if the initial Panel is unavailable.
Previous report
Reverse Stock Split
Previous report
On January 30, 2025, the Company’s stockholders voted to authorize the Company’s Board of Directors to effect a reverse stock split of the outstanding shares of common stock within a range of 1-for-5 to 1-for-150. On January 30, 2025, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-150 ratio, which reverse split became effective in the market on February 18, 2025. Accordingly, all share and per share data included in the condensed consolidated financial statements and applicable disclosures have been adjusted retroactively to reflect the impact of the reverse stock split.
Previous report
The Company’s primary reason for effecting the reverse stock split was to increase the per share price of our common stock to meet Nasdaq’s minimum bid price requirement for continued listing on Nasdaq.
Reworded paragraphs (16)
Previous wording
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 wording
The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290079), including the Sales Agreement prospectus contained therein, filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2025, declared effective by the SEC on September 18, 2025.
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 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.
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 September 30, 2025. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in February 2025.
Previous 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.
Current wording
During the three and nine months ended September 30, 2025, the Company recognized $69,973 and $150,851, respectively, of revenue, substantially all related to EAS subscriptions, software royalties and hardware revenue.
Previous 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.
Current wording
During the three and nine months ended September 30, 2025, the Company reported cost of revenue of $50,816 and $79,574, 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 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 wording
Research and development expense for the three months ended September 30, 2025 increased by approximately $2.5 million or 88.0% to $5.3 million from approximately $2.8 million for the three months ended September 30, 2024. The increase is primarily attributable to an increase in personnel related costs related to a change in estimate of capitalized software and the capitalization of costs related to customer contracts.
Previous 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.
Current wording
Research and development expense for the nine months ended September 30, 2025 increased by approximately $0.1 million or 2.0% to $9.3 million from approximately $9.2 million for the nine months ended September 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 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.
Current wording
General and administrative expenses for the three months ended September 30, 2025 increased by approximately $0.6 million or 23.9% to $3.2 million from approximately $2.6 million for the three months ended September 30, 2024. The increase is primarily attributable to an increase in personnel related costs.
Previous wording
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 wording
General and administrative expenses for the nine months ended September 30, 2025 increased by approximately $2.0 million or 25.3% to $9.9 million from approximately $7.9 million for the nine months ended September 30, 2024. The increase is primarily attributable to an increase in personnel related costs.
Previous 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.
Current wording
Interest income (expense), net decreased by $298,833 to $(252,497) for the three months ended September 30, 2025 from $46,336 for the three months ended September 30, 2024. Interest income consists primarily of interest earned of $60,936 from the Company’s interest-bearing bank accounts, offset by interest expense of $313,433 related to the office lease.
Previous wording
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.
Current wording
Interest income (expense), net increased by $421,664 to $(375,670) for the nine months ended September 30, 2025 from $45,994 for the nine months ended September 30, 2024. Interest income consists primarily of interest earned of $149,900 from the Company’s interest-bearing bank accounts, offset by interest expense of $525,570 related to the office lease.
Previous wording
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 wording
Other income (expense), net increased by $196,389 to $230,856 for the three months ended September 30, 2025 from $34,467 for the three months ended September 30, 2024. Other income consists primarily of realized gains earned on the Company’s short-term investments of $228,770.
Previous 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.
Current wording
Other income (expense), net increased by $1.7 million to $(1.7) million for the nine months ended September 30, 2025 from $24,342 for the nine months ended September 30, 2024. Other income consists primarily of fair value remeasurement of $1.1 million and realized gains earned on the Company’s short-term investments of $0.6 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 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.
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 September 30, 2025, the Company had unrestricted cash of approximately $4.8 million and short-term investments of approximately $30.1 million. As of December 31, 2024, the Company had unrestricted cash of approximately $23.6 million.
Previous 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.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2025 was approximately $16.8 million, an increase of approximately $1.2 million or 8.3% compared to approximately $15.6 million for the nine months ended September 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 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.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2025 was approximately $31.6 million, a decrease of approximately $34.0 million compared to net cash provided by investing activities of approximately $2.6 million for the nine months ended September 30, 2024. The decrease consists of short-term investment purchases of approximately $56.0 million and acquisition of equipment purchases of $0.1 million, offset by $22.6 million in short-term investment proceeds and a decrease in acquisition of intangible assets of $0.5 million due to a change in estimate of capitalized software.
Previous 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.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2025 was $29.6 million, which consisted of proceeds from the sale of common stock, an increase of approximately $18.2 million compared to $11.4 million for the nine months ended September 30, 2024, which consisted of proceeds from at-the-market equity financing and the sale of common stock.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.