Cyngn Inc.

Previous wording

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to“we,” “us,” “our,”and Cyngn refer to Cyngn Inc. and its condensed consolidated subsidiaries.

Current wording

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to“we,”* “us,” “our,” and Cyngn refer to Cyngn Inc.*

Previous wording

On February 3, 2026, the Board of Directors, appointed Mr. Ran Makavy to serve as a member of the Board, effective as of immediately, to fill a vacancy on the Board of Directors.

Current wording

On February 3, 2026, the Board of Directors, appointed Mr. Ran Makavy to serve as a member of the Board, effective immediately, to fill a vacancy on the Board of Directors.

Previous wording

On March 16, 2026, 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, 1,686,788 shares of its common stock, par value $0.00001 per share, at a purchase price of $1.93 per share and 3,313,212 pre-funded warrants to purchase shares of Common Stock, at a purchase price of $1.92999 per Pre-Funded Warrant.

Current wording

On March 16, 2026, 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, 1,686,788 shares of its common stock, par value $0.00001 per share, at a purchase price of $1.93 per share and 3,313,212 pre-funded warrants to purchase shares of Common Stock, at a purchase price of $1.92999 per Pre-Funded Warrant. On March 16, 2026, Empery Asset Master, Ltd. and Empery Tax Efficient, LP exercised 18,223 and 6,777 of their outstanding Pre-Funded Warrants, respectively (25,000 in total), issued in connection with the March 16, 2026 offering, for aggregate proceeds of $1.92999, at an exercise price of $0.00001 per share. The exercise resulted in the issuance of 25,000 shares of common stock. On May 4, 2026, Empery Asset Master, Ltd. and Empery Tax Efficient, LP exercised 594,072 and 220,932 of their outstanding Pre-Funded Warrants, respectively (815,004 in total), issued in connection with the March 16, 2026 offering, for aggregate proceeds of $8.15, at an exercise price of $0.00001 per share. The exercise resulted in the issuance of 815,000 shares of common stock.

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 shares of its common stock, exercisable at a price per share of $40,650 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 $140,625 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 $40,650 and expiring on October 19, 2026. Additionally, in connection with the private placement offering completed on April 29, 2022 (the “Private Placement”), the Company issued warrants to purchase 426 shares of its common stock, exercisable at a price per share of $140,625 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 estimated fair value of the Company’s warrant agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. 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. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations under other income (expense). 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 consolidated balance sheet as of December 31, 2025. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in February 2025.

Current wording

The Company issued Series A warrants and Series B warrants in connection with a 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 estimated fair value of the Company’s warrant agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. 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. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s statements of operations under other income (expense). 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 balance sheet as of December 31, 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

Revenue recognized for three months ended March 31, 2026 increased by $57,421 or 121.8% to $104,573 from $47,152 for the three months ended March 31, 2025. The increase is attributable to an increase in tugger deployments in 2026.

Current wording

Revenue recognized for the three months ended June 30, 2026 increased by $110,733 or 328.3% to $144,459 from $33,726 for the three months ended June 30, 2025. Revenue recognized for the six months ended June 30, 2026 increased by $168,154 or 207.9% to $249,032 from $80,878 for the six months ended June 30, 2025. The increase is attributable to an increase in tugger deployments in 2026.

Previous wording

Cost of revenues reported for the three months ended March 31, 2026 increased by $45,537 or 385.5% to $57,350 from $11,813 for the three months ended March 31, 2025. The increase is attributable to costs related to an increase in tugger deployments in 2026, including personnel costs, travel expenses and associated hardware costs to specific customers.

Current wording

Cost of revenues reported for the three months ended June 30, 2026 increased by $72,039 or 425.2% to $88,983 from $16,944 for the three months ended June 30, 2025. Cost of revenues reported for the six months ended June 30, 2026 increased by $117,575 or 408.8% to $146,333 from $28,758 for the six months ended June 30, 2025. The increase is attributable to costs related to an increase in tugger deployments in 2026, including personnel costs, travel expenses and associated hardware costs to specific customers.

Previous wording

Research and development expense for the three months ended March 31, 2026 increased by approximately $0.8 million or 37.1% to $2.9 million from approximately $2.1 million for the three months ended March 31, 2025. The increase is primarily attributable to an increase in personnel related costs related to a change in estimate of capitalized software offset by the capitalization of costs related to customer contracts.

Current wording

Research and development expense for the three months ended June 30, 2026 increased by approximately $1.2 million or 60.1% to $3.2 million from approximately $2.0 million for the three months ended June 30, 2025. The increase is primarily attributable to an increase in personnel related costs, external contractor costs and software expense offset by the capitalization of costs related to customer contracts.

Previous wording

General and administrative expenses for the three months ended March 31, 2026 increased by approximately $1.0 million or 30.4% to $4.1 million from approximately $3.1 million for the three months ended March 31, 2025. The increase is primarily attributable to an increase in personnel related costs and an increase in marketing and advertising expenses.

Current wording

General and administrative expenses for the three months ended June 30, 2026 increased by approximately $0.2 million or 3.0% to $3.7 million from approximately $3.5 million for the three months ended June 30, 2025. The increase is primarily attributable to an increase in personnel related costs and an increase in marketing and advertising expenses.

Previous wording

Interest income (expense), net decreased by $52,749 to $22,070 for the three months ended March 31, 2026 from $74,819 for the three months ended March 31, 2025. Interest income consists primarily of interest earned of $22,070 from the Company’s interest-bearing bank accounts.

Current wording

Interest income (expense), net increased by $219,586 to $21,594 for the three months ended June 30, 2026 from ($197,992) for the three months ended June 30, 2025. Interest income consists primarily of interest earned of $21,594 from the Company’s interest-bearing bank accounts.

Previous wording

Other income (expense), net decreased by $0.8 million to $0.4 million for the three months ended March 31, 2026 from $1.2 million for the three months ended March 31, 2025. Other income consists primarily of discount amortization on the Company’s short-term investments of $0.4 million. The decrease in other income was primarily driven by the fair value measurement of warrants issued in the first quarter of 2025.

Current wording

Other income (expense), net increased by $0.1 million to $0.4 million for the three months ended June 30, 2026 from $0.3 million for the three months ended June 30, 2025. Other income consists primarily of discount amortization on the Company’s short-term investments of $0.4 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 six months. As of March 31, 2026, the Company had unrestricted cash of approximately $5.1 million and short-term investments of approximately $39.2 million. As of December 31, 2025, the Company had unrestricted cash of approximately $1.0 million short-term investments of approximately $33.7 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 six months. As of June 30, 2026, the Company had unrestricted cash of approximately $2.2 million and short-term investments of approximately $37.5 million. As of December 31, 2025, the Company had unrestricted cash of approximately $1.0 million and short-term investments of approximately $33.7 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 was approximately $5.4 million, a decrease of approximately $10.7 million compared to net cash used in investing activities of approximately $16.1 million for the three months ended March 31, 2025. The decrease consists primarily of short-term investment purchases of approximately $2.0 million, short-term investment maturities of approximately $8.2 million and acquisition of intangible assets of approximately $0.7 million, offset by R&D-related hardware equipment purchases of approximately $0.1 million.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 was approximately $3.5 million, a decrease of approximately $5.6 million or 61.5% compared to net cash used in investing activities of approximately $9.1 million for the six months ended June 30, 2025. The decrease consists primarily of short-term investment maturities of approximately $20.9 million and a decrease in intangible assets acquisition of approximately $1.2 million, offset by an increase in short-term investment purchases of approximately $16.2 million and R&D-related hardware equipment purchases of approximately $0.3 million.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 was $17.9 million, which consisted of $8.7 million in proceeds from a registered direct offering of common stock and $9.2 million in proceeds from at-the-market equity financings.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $17.9 million, which consisted of $9.2 million in proceeds from at-the-market equity financing and $8.7 million in proceeds from a registered direct offering of common stock, a decrease of approximately $11.7 million or 39.5% compared to $29.6 million for the six months ended June 30, 2025, which consisted of proceeds from the sale of common stock.

Previous wording

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

Current wording

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the initial public offering; (ii) the first fiscal year after our annual gross revenues are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.