Cyngn Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the quarterly period ended September 30,2025

or

☐** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the transition period from _______ to _______

Commission file number:001-40932

CYNGN INC.

(Exact name of registrant as specified in its charter)

**1344 Terra Bella

Mountain View, CA 94043

(Address of principal executive offices) (Zip Code)

(650) 924-5905

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of November 18, 2025, the issuer had 7,974,380 shares of common stock, par value $0.00001 per share, outstanding.

EXPLANATORY NOTE

As previously announced in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2025, Cyngn Inc. (“we,” “us,” “our,” the “Company” and “Cyngn”) determined that the Company’s previously issued consolidated financial statements and other financial data for the fiscal year ended December 31, 2024 contained in its Annual Report on Form 10-K (the “Affected Period”), as well as the previously issued unaudited financial statements for the first and second quarters of 2025 included in the Company’s Quarterly Report on Form 10-Q, should no longer be relied upon. The misstatements are related to accounting for warrant liabilities with respect to the Company’s issuance of warrants pursuant to the terms of that certain Securities Purchaser Agreement dated December 20, 2024. As a result of this misstatement, the Company filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 with the SEC on November 14, 2025 (the “Form 10-K/A”) to restate certain financial information for the Affected Period. All restated financial information is included in the Form 10-K/A. The Company does not intend to amend any other reports previously filed with the SEC.

This quarterly report on Form 10-Q for the nine months ended September 30, 2025 includes financial statements that amend and restate the Company’s unaudited financial statements as of and for the three and six-month periods ended March 31, 2025 and June 20, 2025. Therefore, the previously filed Form 10-Qs for those prior periods will not be amended through separate filings.

Please refer to Note 15 “Restatement of Previously Issued Consolidated Financial Statements” and Note 16 “Restatement of Previously Issued Interim Financial Statements – Unaudited” in the notes to the consolidated financial statements in this Form 10-Q for a discussion of the restatement and the impact on the specific accounts in such unaudited financial statements.

CYNGN INC.

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