Cyngn Inc.

Notes to Condensed Consolidated Financial Statements

1. Description of Business

Cyngn Inc. (the “Company”) was incorporated in Delaware in2013. In thesecond quarter of2026, the Company was notified that its former wholly owned subsidiary, Cyngn Singapore PTE. LTD., a Singaporean limited company organized in2015, had been dissolved effective* March 28, 2026.*The Company is headquartered in Mountain View, CA.

Cyngn develops and deploys scalable, differentiated autonomous vehicle technology for industrial organizations. Our full-stack autonomous driving software, (“DriveMod”), can be integrated onto vehicles manufactured by Original Equipment Manufacturers (“OEM”) by integration directly into vehicle assembly. The Enterprise Autonomy Suite (“EAS”) is designed to be compatible with sensors and components from leading hardware technology providers and integrate our proprietary Autonomous Vehicle (“AV”) software to produce differentiated autonomous vehicles.

The Company has been operating autonomous vehicles in production environments and in2023 began licensing EAS commercially. Built and tested in difficult and diverse real-world environments, DriveMod, the fleet management system and our proprietary Software Development Kit (“DriveMod Kit”) combine to create a full-stack advanced autonomy solution designed to be modular, extendable, and safe. The Company operates inone business segment.

Liquidity

The Company has incurred losses from operations since inception. The Company incurred net losses of approximately $12.8 million and $9.4 million for thesix months ended* June 30, 2026and2025*, respectively. Accumulated deficit amounted to approximately $229.7 million and $216.8 million as of* June 30, 2026* and* December 31, 2025*, respectively. Net cash used in operating activities was approximately $13.2 million and $12.8 million for thesix months ended* June 30, 2026and2025*, respectively.

The Company’s liquidity is based on its ability to increase its operating cash flow position, obtain capital financing from equity interest investors and borrow money to fund its general operations, research and development activities, and capital expenditures. As of* June 30, 2026*, the Company’s unrestricted cash balance was approximately $2.2 million and short-term investments was approximately $37.5 million. As of* December 31, 2025*, the Company’s cash balance was approximately $1.0 million and short-term investments was approximately $33.7 million.

Based on cash flow projections from operating, investing 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 the12 months following the date these condensed consolidated financial statements were issued.

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2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements as of and for thethree andsix months ended* June 30, 2026and2025* have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2025*, which was filed with the SEC on* March 27, 2026 .*

The accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the audited consolidated financial statements for the fiscal years ended* December 31, 2025*, and2024, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. There have beenno changes to the Company’s significant accounting policies described in its Annual Report on Form10-K for the fiscal year ended* December 31, 2025* that have had a material impact on the consolidated financial statements and the related notes.

The results reported for the interim period presented arenot necessarily indicative of results that* maybe expected for any subsequent quarter or for the full year ending December 31, 2026*. These unaudited condensed consolidated financial statements include all adjustments and accruals that are necessary for a fair statement of all interim periods reported herein.

Foreign Currency Translation

The functional and reporting currency for Cyngn is the U.S. dollar. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into the U.S. dollar at period end rates, income and expenses are translated at the weighted average exchange rates for the period and equity is translated at the historical exchange rates. Foreign currency translation adjustments and transactional gains and losses are immaterial to the condensed consolidated financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments include but arenot limited to internal-use software and developed software to be sold, leased or marketed, warrants and share-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, which is placed with high-credit-quality financial institutions and at times exceeds federally insured limits.

Cash maintained with domestic financial institutions generally exceed the Federal Deposit Insurance Corporation insurable limit. To date, the Company hasnot experienced any losses on its deposits of cash. Cyngn invests in U.S. Treasury securities and carries these at amortized cost and recognizes gains and losses when realized.

Concentration of Supplier Risk

The Company generally utilizes suppliers for outside development and engineering support. The Company doesnot believe that there is any significant supplier concentration risk as of* June 30, 2026* and* December 31, 2025*.

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Cash and Short-term Investments

The Company considers its bank accounts and all highly liquid investments that are both readily convertible to cash with minimal risk of changes in value due to changes in interest rates, to be cash. As of* June 30, 2026* and* December 31, 2025*, the Company had $2.2 million of cash and $37.5 million in short-term investments and $1.0 million of cash and $33.7 million in short-term investments, respectively.

The Company considers short-term investments to include marketable U.S. government securities that it intends to hold until maturity and redeem withinone year. The Company treated its U.S. government treasury bill placements as held-to-maturity securities in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic (“ASC”)320, “Investments – Debt and Equity Securities”, and recorded these securities at amortized cost on the accompanying condensed balance sheet as of* June 30, 2026* and* December 31, 2025*.

Accounts and Other Receivables

Accounts and other receivables are recorded at the invoiced amount and donot bear interest. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for credit losses waszero as of* June 30, 2026* and* December 31, 2025*. In addition, the Company utilizes current and historical collection data as well as assesses current economic conditions in order to determine expected trade credit losses on a prospective basis. No credit losses were recorded as of* June 30, 2026* and* December 31, 2025*.

Fair Value Measurements

The accounting guidance under ASC Topic820, Fair Value Measurement, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. As such, fair value is considered a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

The Company uses the following fair value hierarchy prescribed by U.S. GAAP, which prioritizes the inputs used to measure fair value as follows:

Level1—Unadjusted quoted prices in active markets for identical assets or liabilities.

Level2—Observable inputs other than Level1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that arenot active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level3—Unobservable inputs that are supported by little orno market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities are considered to be fair valued on a recurring basis if fair value is measured regularly. However, if the fair value measurement of an instrument doesnot necessarily result in a change in the amount recorded on the condensed balance sheets, assets and liabilities are considered to be fair valued on a nonrecurring basis. This typically occurs when accounting guidance requires assets and liabilities to be recorded at the lower of cost or fair value, or on certain nonfinancial assets and liabilities. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, intangible assets, and share-based compensation measured at fair value upon initial recognition.

The carrying amounts of the Company’s cash, short-term investments, and accounts and other receivables are reasonable estimates of their fair values due to their short-term nature. The fair values of the Company’s share-based compensation were based on observable inputs and assumptions used in Black-Scholes valuation models derived from independent external valuations.

Inventory

Inventory consists of autonomous vehicle units, including tuggers equipped with DriveMod Kits (“DMKs”), which are integrated with the Company’s proprietary Enterprise Autonomy Suite (“EAS”) software and sold to customers as part of a fully integrated autonomous vehicle solution. Substantially all assembly and integration activities are performed bythird-party suppliers prior to receipt; therefore, the Company classifies its inventory as finished goods and doesnot maintain separate classifications for raw materials or work in process.

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Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method, as each autonomous vehicle is individually serialized and tracked, and the Company is able to identify the specific cost associated with each unit. The specific cost of each vehicle is transferred to deferred costs upon deployment.

The Company periodically reviews inventory for excess quantities, obsolescence, or other indicators that the carrying value* may**not* be recoverable. If the carrying value of inventory exceeds its net realizable value, the Company records a write-down to net realizable value, with the adjustment recognized in cost of goods sold.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Work in progress includes production costs and costs of materials used in the development of the Company’s autonomous driving software. Assets are held as work in progress until placed into service, at which date depreciation commences over the estimated useful lives of the respective assets. Depreciation is recorded on a straight-line basis over each asset’s estimated useful life. Repair and maintenance costs are expensed as incurred.

Operating Leases

The Company accounts for leases in accordance with ASC Topic842 (“ASC842”), Leases. All contracts are evaluated to determine whether ornot they represent a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases are classified as finance or operating in accordance with the guidance in ASC842. The Company doesnot hold any finance leases. The Company recognized a right-of-use asset and lease liability in the condensed balance sheets under ASC842 on the office space lease in Mountain View, California that commenced in* May 2025and the previous office space lease in Menlo Park, California that ended in May 2025.*Lease expense will be recognized on a straight-line basis over the remaining term of the lease. Operating leases are recognized on the balance sheet as right-of-use assets, and operating lease liabilities.

Costs to Develop Software

The Company incurs costs related to internally developed software. Based on the nature of the software, the Company capitalizes software costs under the following guidance.

Internal-Use Software costs

The Company determined when to capitalize its internal-use software after planning and design efforts are successfully completed. Management has implicitly authorized funding and the software is expected to be completed and used as intended. The Company determines the amount of internal software costs to be capitalized based on the amount of time spent by the developers on projects in the application stage of development. There is judgment involved in estimating time allocated to a particular project in the application stage. Costs associated with building or significantly enhancing the internally built software platform for internal use are capitalized, while costs associated with planning new developments and maintaining the internally built software platforms are expensed as incurred. Capitalized costs include certain payroll and stock compensation costs, as well as subscription server and consulting costs.

Internal-use software is classified as property and equipment and is amortized on a straight-line basis over their estimated useful life ofthree tofive years. There is judgment involved in the determination of the useful life. Amortization of the software asset will begin when the software is substantially complete and ready for its intended use.No amortization has begun for the internal use software, as the projects are still in the application development phase. Management evaluates the useful lives of these assets on a quarterly basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. No impairment charges were associated with the Company’s internal-use software for thethree andsix months ended* June 30, 2026and2025*.

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Costs to Develop Software to be Sold, Leased or Otherwise Marketed

The Company accounts for research costs of computer software to be sold, leased or otherwise marketed as expense until technological feasibility has been established for the product. Once technological feasibility is established, certain payroll and stock compensation, occupancy, and professional service costs that are incurred to develop functionality for the Company’s software and internally built software platforms, as well as certain upgrades and enhancements that are expected to result in enhanced functionality are capitalized. Judgment is required in determining when technological feasibility of a product is established. Management has determined that technological feasibility is established when a working model is complete. After technological feasibility is established, judgement is required to determine the amount of payroll and stock-based compensation costs to be capitalized on the remaining development efforts. These costs will continue to be capitalized until such time as when the product or enhancement is available for general release to customers.

Computer software to be sold, leased or otherwise marketed is classified as an intangible asset. Capitalized software development costs are amortized using the greater of (a) the amount computed using the ratio that current gross revenue for a product bear to total of current and anticipated future gross revenue for that product or (b) the straight-line method, beginning upon commercial release of the product, and continuing over the remaining estimated economic life of the product,not to exceed three years tofive years and recorded as cost of revenue. Amortization will begin when the product or enhancement is available for general release to customers. No amortization has begun for externally sold software, as the software enhancement is still in development. Management evaluates the useful lives of these assets on a quarterly basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

During thethird quarter of2025, management completed a review of the Company’s capitalized software development projects. Based on this review, management determined that projects previously capitalized as developed softwareno longer met the criteria for capitalization under ASC985-20, External-Use Software, resulting from new technical development issues that didnot exist and couldnot have been reasonably anticipated in prior periods.

As a result, the Company revised its estimate regarding the point at which technological feasibility is achieved for software development activities. This change in estimate was made to reflect management’s current expectations about the timing and certainty of future technological milestones.

The change in estimate was accounted for prospectively in accordance with ASC250, Accounting Changes and Error Corrections, and didnot require restatement of prior-period financial statements.

Long-Lived Assets and Finite Lived Intangibles

The Company has finite-lived intangible assets consisting of patents and trademarks. These assets are amortized on a straight-line basis over their estimated remaining economic lives. The patents and trademarks are amortized over15 years.

The Company reviews its long-lived assets and finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value* may**not* be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset.

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For thethree andsix months ended* June 30, 2026and2025*, there wereno impairment charges.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

A valuation allowance is provided when it is more likely thannot that some portion or all of a deferred tax asset willnot be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of* June 30, 2026* and* December 31, 2025* (see Note12. Income Taxes).

There areno uncertain tax positions that would require recognition in the condensed consolidated financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes. Management’s conclusions regarding uncertain tax positions* may*be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

The Company issued to its lead underwriter in the Company’s IPO warrants to purchase up to 9 shares of the Company’s common stock. In addition, the Company issued 426 common stock warrants as a part of the private placement offering. The Company accounts for warrants in accordance with ASC480, “Distinguishing Liabilities from Equity”. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the warrants as equity instruments in consideration of the cashless settlement provisions in the warrant agreements.

The Company also applied the guidance in ASC340-10-S99-1, Other Assets and Deferred Costs, that states specific incremental costs directly attributable to a proposed or actual offering of equity securities* may*properly be deferred and charged against the gross proceeds of the offering. The Company treated the valuation of the warrants as directly attributable to the issuance of an equity contract, and accordingly, classified the warrants as additional paid-in capital.

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 ASC480,* 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 Level3 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 ASC815*-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 balance sheet as of* June 30, 2026*. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in* February 2025 (see Note8.* Capital Structure).

Stock-based Compensation

The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur, if any. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield (see Note10. Stock-based Compensation Expense).

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Net Loss Per Share Attributable to Common Stockholders

The Company computes loss per share attributable to common shareholders by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the numerator is adjusted for the change in the fair value of the shares (only if dilutive) and the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding (see Note9. Net Loss per Share Attributable to Common Stockholders).

Research and Development Expense

Research and development expenses consists primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-based compensation of Company personnel involved in the development of the Company’s products and services, and allocated lease costs based on the approximate square footage area used in research and development activities. Research and development costs are expensed as incurred.

General and Administrative Expense

General and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs. Advertising costs are expensed as incurred in accordance with ASC720-35, “Other Expense – Advertising Costs”, other than trade show expenses which are deferred until occurrence of the future event. For thethree months ended* June 30, 2026and2025*, advertising costs were $377,687 and $136,697, respectively, and for thesix months ended* June 30, 2026and2025* were $657,757 and $212,434, respectively.

Contingencies

The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. Whenno amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range (see Note13. Commitments and Contingencies).

Segment Reporting

The Company operates asone operating segment. The Company’s chief operating decision maker is the executive management team, its Chief Executive Officer and Chief Financial Officer. The executive management team manages operations and business asone operating segment for the purposes of allocating resources, making operating decisions and evaluating financial performance.

Theone operating segment generates revenues from EAS subscriptions with relative add-on offerings such as hardware revenue and other revenue (i.e., deployment/set up costs) and fixed-price NRE contracts related to customer-specific configuration that consist of several independent phases and include design, data gathering, hardware installation on an industrial vehicle, customer-specific configuration of the DriveMod software, and demonstrations.

For the Company’sone segment, the executive management team use revenue and net loss to allocate resources, both reported on the condensed Statement of Operations as Revenue and Net loss. The executive management team also uses revenue and net loss, along with non-financial inputs and qualitative information, to evaluate the Company’s performance, establish compensation, monitor budget versus actual results, and decide the level of investment in various operating activities and other capital allocation activities. The measure of segment assets is reported on the condensed Balance Sheet as Total assets.

Reclassifications

Certain prior period balances on the consolidated balance sheet have been reclassified to conform to the current period presentation. Specifically, deferred contract costs as of* December 31, 2025have been reclassified to separately present the short-term portion of $134,377, included in prepaid expenses and other current assets, and the long-term portion of $632,630, included in other non-current assets. These reclassifications hadno* effect on previously reported total assets, net loss, or stockholders' equity.

Certain prior period balances on the consolidated balance sheet have been reclassified to conform to the current period presentation. Specifically, deferred revenue as of* December 31, 2025have been reclassified to separately present the short-term portion of $395,348, under current liabilities, and the long-term portion of $1,262,667, under non-current liabilities. These reclassifications hadno* effect on previously reported total assets, net loss, or stockholders' equity.

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Certain prior period balances on the consolidated balance sheet have been reclassified to conform with the current year presentation. These reclassifications relate to inventory and accounts and other receivables, which were previously presented together within prepaid expenses and other current assets. These reclassifications hadno impact on previously reported net loss, total assets, or total stockholders' equity.

Certain prior period balances on the consolidated statement of cash flows have been reclassified to conform with the current period presentation. Specifically, realized gain on short-term investments and accretion on short-term investments, which were previously presented together within realized gain on short-term investments, have been reclassified to be presented separately.

Certain prior period balances on the consolidated statement of cash flows have been reclassified to conform with the current period presentation. Specifically, inventory and accounts and other receivables, which were previously presented within prepaid expenses, operating lease right-of-use assets, and other assets, have been reclassified to be presented separately.

Certain prior period balances on the consolidated statement of cash flows have been reclassified to conform with the current period presentation. Specifically, deferred revenue, which was previously presented within accrued expenses, lease liabilities, and other current liabilities, has been reclassified to be presented separately.

These reclassifications hadno impact on previously reported net loss, total assets, or total stockholders' equity.

Revenue Recognition

The Company accounts for revenue in accordance with ASC606, Revenue from Contracts with Customers. The Company generates revenue from vehicle units, including tuggers equipped with DriveMod Kits (“DMKs”), which are integrated with the Company’s proprietary Enterprise Autonomy Suite (“EAS”) software, or leases of hardware, and other professional services. These offerings are highly interdependent and integrated to provide customers with a fully functional autonomous industrial vehicle solution. Because these components arenot separately identifiable fromone another in the context of the contract, the Company accounts for these combined goods and services as a single performance obligation.

General Recognition Principle. The Company recognizes revenue when control of the combined autonomous vehicle and software solution is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods and services.

*Method of Measuring Progress.*Revenue associated with the Company’s integrated autonomous vehicle solution is generally recognized over time because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the services are performed.

The Company measures progress toward satisfaction of the performance obligation using an output method based on the passage of time, recognizing revenue ratably over the estimated customer life, which is typically three years. In accordance with ASC606-10-55-17 through55-18, the output method reflects the pattern in which control of the promised goods and services is delivered to the customer, who receives continuous access to the integrated autonomous vehicle functionality, including the software-enabled operation, monitoring, updates, and support necessary for the system to function as intended.

Management believes that recognizing revenue on a straight-line basis over the contract period faithfully depicts the Company’s performance in transferring control of the integrated solution, as the customer receives and consumes the benefits of the solution evenly throughout the contract term.

Payment Terms. Payment terms vary by customer and contract but generally donot exceed90 days.

Discounts. The Company* may*offer pricing discounts to certain customers, primarily to establish relationships with new customers. These discounts are reflected in the contractual transaction price at contract inception. Revenue is recognized based on the discounted contract price and is accounted for in the same manner as other contracts. The Company recognizes revenue from these arrangements ratably over the contract term, consistent with the pattern in which the customer receives and consumes the benefits of the integrated autonomous vehicle solution.

Stand-Alone Selling prices. The Company also applies judgment in estimating stand-alone selling prices when allocating the transaction price to performance obligations. Stand-alone selling prices are generally determined based on observable prices when available or, whennot directly observable, are estimated using management’s assessment of expected pricing for similar goods and services and market conditions.

Material Rights and Renewal Options. The Company’s contracts with customers* mayinclude renewal or other options at stated prices. Determining whether these options provide the customer with a material right, and therefore represent a separate performance obligation, requires judgment. The Company evaluates the pricing of each option to determine whether it reflects the stand-alone selling price for the underlying goods or services or whether it provides the customer with a discount that wouldnot* be available without entering into the initial contract.

In certain legacy customer contracts, the Company has provided customers with the option to extend the contract term for an additionalone-year period. Management evaluates these renewal provisions to determine whether they provide a material right by comparing the renewal pricing to the expected stand-alone selling price of the services at the time of renewal. This assessment requires judgment and includes consideration of expected pricing for similar services, historical pricing practices, and market conditions.

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If a material right exists, the Company allocates a portion of the transaction price to the option and recognizes the related revenue when the option is exercised or expires.

Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The Company’s contracts with customer prepayment terms donot include a significant financing component because the prepayment terms are designed to provide customers with contractual protections and billing convenience,not to provide financing to the customer or receive financing from the customer.

Contract modifications.The Company maymodify contracts to offer customers additional products or services. Each of the additional products and services is evaluated to determine whether it is distinct from the goods or services transferred prior to the modification. The Company evaluates whether the contract price for the additional products and services reflects the stand-alone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification doesnot reflect the stand-alone selling price for the modified goods or services, the Company accounts for the modification either (i) on a prospective basis if the remaining goods and services are distinct from those already transferred, or (ii) on a cumulative catch-up basis if the remaining goods and services arenot distinct from those already transferred.

Warranties.The Company provides assurance-type warranties on certain hardware components that guarantee the products will perform as intended. These warranties arenot sold separately and donot represent a separate performance obligation. The Company would account for assurance-type warranties as loss contingencies and record a warranty liability when it is probable that costs will be incurred and the amount can be reasonably estimated; however, the Company doesnot currently have sufficient historical information to reasonably estimate potential warranty costs and, therefore, hasnot recorded a warranty liability.

Principal vs. Agent Considerations. Judgment is required in determining whether we are the principal or agent in transactions with dealers, OEMs and end-users. We evaluate the presentation of revenue on a gross or net basis based on whether we control the service provided to the end-user and are the principal (i.e., “gross”), or we arrange for other parties to provide the service to the end-user and are an agent (i.e., “net”). In making this determination, the Company considers several factors, including whether the Company is primarily responsible for fulfilling the promise to provide the specified goods or services, bears inventory risk before the goods are transferred, and has discretion in establishing pricing for the specified goods or services. This determination also impacts the presentation of incentives provided to dealers and OEMs and discounts and promotions offered to end-users to the extent they arenot customers.

Cost to Obtain a Contract.The Company capitalizes incremental costs incurred to obtain contracts, principally sales commissions andthird-party referral fees. These costs are amortized on a straight-line basis over the estimated customer life and recognized in general and administrative expenses.

Costs to Fulfill a Contract. The Company capitalizes such costs when they are (i) incremental to obtaining that specific contract, (ii) expected to be recovered, and (iii) subject to an amortization period exceedingone year. Capitalized fulfillment costs are amortized on a straight-line basis over the expected period of benefit, which corresponds to the contractual term, and are recognized in cost of revenue. The Company evaluates capitalized fulfillment costs for impairment at each reporting date.

The short-term portion of deferred contract costs totaled $394,123 and $134,377 as of* June 30, 2026* and* December 31, 2025*, respectively, and are included in prepaid expenses and other current assets in the balance sheets. The long-term portion of deferred contract costs totaled $793,387 and $632,630 as of* June 30, 2026* and* December 31, 2025*, respectively. Amortization of deferred contract costs recognized in cost of revenue during thethree months ended* June 30, 2026and2025* was $78,332 and $16,266, respectively. Amortization of deferred contract costs recognized in cost of revenue during thesix months ended* June 30, 2026and2025* was $121,779 and $28,079, respectively.No impairment losses were recognized in either period.

Taxes collected from customers. The Company collects and remits certain taxes assessed by governmental authorities on its revenue transactions, including sales, use, value-added, and excise taxes. These taxes are excluded from the transaction price and arenot included in reported revenue. Shipping and handling fees billed to customers are included in net sales; the related costs are included in cost of revenue.

Judgments and estimates.Accounting for contracts recognized over time requires judgment in estimating the transaction price, the measure of progress, and expected contract costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. There wereno material adjustments to contract-related estimates during thethree andsix months ended* June 30, 2026*.

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Concentration of Credit Risk

The following table sets forth the percentages of total revenue for customers that represent10% or more of the respective amounts for thethree months ended* June 30, 2026and2025*, respectively.

The following table sets forth the percentages of total revenue for customers that represent10% or more of the respective amounts for thesix months ended* June 30, 2026and2025*, respectively.

Cost of Revenue

Cost of revenue consists primarily of direct labor and related fringe benefits for internal engineering resources, and deployment related travel costs incurred for the completion of the contracts and hardware costs.

Recent Accounting Standards

In* November 2024,the FASB issued ASU2024*-03, “Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of certain income statement items. ASU2024-03 is effective for fiscal years beginning after* December 15, 2026and interim periods beginning after December 15, 2027,with early adoption permitted. The Company hasnot* adopted this standard early and is currently evaluating the impact of this amendment on its financial statements.

In* July 2025,the FASB issued ASU2025*-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets," which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and contract assets arising from transactions under ASC606. ASU2025-05 is effective for annual reporting periods beginning after* December 15, 2025,and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted ASU2025*-05 effective* January 1, 2026.The adoption of this standard didnot* have a material impact on the Company's condensed consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-06, "Intangibles — Goodwill and Other — Internal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software," which modernizes the guidance for internal-use software costs by replacing the existing project stage model with a principles-based framework for cost capitalization. ASU2025-06 is effective for annual reporting periods beginning after* December 15, 2027,for all entities, including interim periods within those annual periods, with early adoption permitted. The Company hasnot* adopted this standard early and is currently evaluating the impact of this amendment on its financial statements.

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3. Dissolution of Subsidiary

Cyngn Singapore PTE. LTD. ("Cyngn-SG"), a Singaporean limited company organized in2015, was the Company's wholly owned subsidiary and has been dormant for several years, withno active operations. Cyngn-SG was struck off and dissolved by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") on* March 28, 2026.The Company was notified of Cyngn-SG's strike off by ACRA in thesecond* quarter of2026 and recorded the related deconsolidation in its financial statements for the quarter then ended, upon obtaining knowledge of the dissolution and the information necessary to quantify its effect. The dissolution didnot result in a significant loss to the Company.

In accordance with ASC810-10-40-4A, upon loss of control of a subsidiary, the Company derecognized the assets, liabilities, and equity components attributable to Cyngn-SG, including amounts previously recognized in accumulated other comprehensive income.

4. Revenue and Contracts with Customers

Contract Balances

Timing differences between revenue recognized, billings, and customer payments result in contract assets and contract liabilities. Contract assets represent revenue recognized in excess of amounts billed to customers. Contract liabilities represent payments received from customers in advance of satisfying the related performance obligations.

The Company’s contract balances consist primarily of accounts receivable and deferred revenue (contract liabilities). Accounts receivable represents the Company’s unconditional rights to consideration for goods and services transferred to customers. Contract liabilities represent amounts billed or collected in advance of satisfying performance obligations and are recognized as revenue as the related performance obligations are satisfied. As of* June 30, 2026* and* December 31, 2025*, accounts receivable totaled $704,985 and $780,132, respectively. The short-term portion of deferred revenue related to tugger sales totaled $555,368 and $395,348 as of* June 30, 2026* and* December 31, 2025*, respectively. The long-term portion of deferred revenue related to tugger sales totaled $1,710,044 and $1,262,667 as of* June 30, 2026* and* December 31, 2025*, respectively.

Revenue Recognized from Prior Period Contract Liabilities

For thethree months ended* June 30, 2026and2025*, revenue recognized that was included in deferred revenue at the beginning of each respective period was $67,602 and $18,564, respectively, and for thesix months ended* June 30, 2026and2025* was $142,849 and $40,028, respectively.

The Company didnot recognize material revenue during the periods presented from performance obligations satisfied (or partially satisfied) in prior periods other than amounts previously included in deferred revenue.

Remaining Performance Obligations

As of* June 30, 2026*, the short-term portion of the remaining performance obligations on existing contracts was $555,368 and the long-term portion was $1,710,044, approximately 16% of which is expected to be recognized in the remainder of 2026, 32% in 2027, 27% in 2028, and the remainder thereafter.

This amount corresponds to the Company’s contract liability balance as of* June 30, 2026* , as all remaining obligations relate to the passage of time on active contracts.

For thethree months ended* June 30, 2026and2025*, revenue was $144,459 and $33,726, respectively, and for thesix months ended* June 30, 2026and2025* was $249,032 and $80,878, respectively.

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5. Balance Sheet Components

Financial Instruments

Funds in the Company’s investment brokerage account were held in cash equivalents, consisting of a money market account, along with short-term investments consisting of U.S. government treasury bills, which are accounted for as held-to-maturity (“HTM”) securities, and classified as Level1 in the hierarchy of fair value measurements. HTM securities are carried at amortized cost and, as a result, arenot remeasured to fair value on a recurring basis. All of the Company’s short-term investments will mature withinone year of* June 30, 2026*. The Company doesnot expect a credit loss for its short-term investments.

Accounts and Other Receivables

As of* June 30, 2026* and* December 31, 2025*, accounts receivable was $704,985 and $780,132, respectively. The Company’sthree largest customers accounted for approximately 64.2%,20.4% and 14.7% of accounts receivable as of* June 30, 2026.*

As of* June 30, 2026* and* December 31, 2025*, other receivables totaled $640,471 and $764,081, respectively. Other receivables primarily consist of Employee Retention Credit ("ERC") claims of approximately $0.2 million and $0.6 million related to2020 and2021, respectively, reduced by recent collections of $0.2 million during the quarter.

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method, as each autonomous vehicle is individually serialized and tracked, allowing the Company to identify the specific cost associated with each unit. The specific cost of each vehicle is transferred to deferred costs upon deployment.

As of* June 30, 2026* and* December 31, 2025*, inventory totaled $1.7 million and $2.0 million, respectively.

Prepaid expenses and other current assets

Prepaid expenses and other current assets are comprised of the following:

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Property and Equipment, Net

Property and equipment is comprised of the following:

Depreciation expense for thethree months ended* June 30, 2026and2025* was $82,563 and $51,856,respectively, and for thesix months ended* June 30, 2026and2025* was $172,423 and $107,678, respectively.

Accounts Payable

Accounts payable includes independent director fees payable of $0 and $42,500 as of* June 30, 2026* and* December 31, 2025*, respectively.

Deferred Revenue

Deferred revenue consists primarily of amounts billed to customers for tugger sales and related services for which revenue hasnot yet been recognized. Revenue is recognized as the Company satisfies its performance obligations in accordance with its revenue recognition policy.

The short-term portion of deferred revenue related to tugger sales totaled $555,368 and $395,348 as of* June 30, 2026* and* December 31, 2025*, respectively. The long-term portion of deferred revenue related to tugger sales totaled $1,710,044 and $1,262,667 as of* June 30, 2026* and* December 31, 2025*, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are comprised of the following:

6. Operating Leases

Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives, such as tenant improvement allowances. Variable costs, such as maintenance and utilities based on actual usage, arenot included in the measurement of right-of-use (“ROU”) assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of the leases isnot determinable, the Company uses an incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of lease payments. Rather than relying on a single rate source, the Company evaluatedthree data points calculated from thethree standard methods to determine a reasonable, supportable, and entity-specific IBR consistent with ASC842. Based on this analysis, the rate applied is the median of the available supportable rates, which reflects a secured borrowing assumption and balances entity-specific credit risk and market benchmarks. Lease expenses are recognized on a straight-line basis over the lease term.

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The Company leases its office space in Mountain View, California, under an operating lease agreement dated* March 25, 2025,originally signed for a term ofsix andone* half years that commenced in* May 2025.Monthly payments are approximately $104,478. The lease includes common area maintenance costs that are paid separately from rent based on actual costs incurred. The Company’s previous lease in Menlo Park, California ended in May 2025.*

The Company also leases storage containers from athird-party provider for use on-site in Mountain View, California, at a monthly rate of $141 per unit. These arrangements are on a month-to-month basis and are cancelable uponthirty (30) days’ notice. Under the short-term lease practical expedient of ASC842, the Company doesnot recognize right-of-use assets or lease liabilities for these arrangements, and instead, lease payments are expensed as incurred.

The Company’s right-of-use asset, net balance as of* June 30, 2026* and* December 31, 2025*, respectively are presented on the Company’s balance sheets.

The Company’s future lease payments under the non-cancellable lease as of* June 30, 2026*, which are presented as lease liabilities on the Company’s condensed balance sheet, are as follows:

Lease expense for thethree months ended* June 30, 2026and2025* was $307,315 and $297,743, respectively, and for thesix months ended* June 30, 2026and2025* was $613,389 and $455,040, respectively. The amortization of the operating lease right-of-use assets, which is included in the lease expense, for thethree months ended* June 30, 2026and2025* totaled $144,899 and $298,007, respectively, and for thesix months ended* June 30, 2026and2025* totaled $434,842 and $476,124, respectively. The weighted average discount rate is based on the incremental borrowing rate that is utilized to present value the remaining lease payments over the lease term.

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7. Intangible Assets, Net

The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows:

Amortization expense for thethree months ended* June 30, 2026and2025* was $9,375 and $8,597, respectively, and for thesix months ended* June 30, 2026and2025* was $18,439 and $15,927, respectively. There wasno amortization expense for the developed software for thethree andsix months ended* June 30, 2026and2025*.

ASC360, Property, Plant, and Equipment, defines a multi-step process to test long-lived assets, including intangible assets, for recoverability that if failed would indicate impairment. First, the Company must consider whether indicators of impairment of long-lived assets are present.

Next, the Company must review the long-lived assets to define asset group(s) that would reflect the lowest level of assets to which discrete cash flows are identifiable, and test these asset groups for impairment.

For thethree andsix months ended* June 30, 2026and2025*, the Company didnot record any impairment charges related to long-lived assets.

It was determined for all remaining long-lived assets that there wereno triggering events, and therefore,no impairment charges to long-lived assets were necessary as of* June 30, 2026* and* December 31, 2025*.

Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be:

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8. Capital Structure

Common Stock

As of* June 30, 2026* and* December 31, 2025* , the Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.00001 per share. As of* June 30, 2026* and* December 31, 2025*, the Company had 14,423,281 and 7,974,380 shares of common stock issued and outstanding, respectively. Holders of common stock haveno preemptive, conversion or subscription rights and there areno redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and* maybe adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may*designate in the future.

Preferred Stock

In* October 2021,the Company amended its Certificate of Incorporation and revised the number of preferred stock shares authorized for issuance to 10,000,000 shares at a par value of $0.00001. As of June 30, 2026* and* December 31, 2025*, there wereno shares of preferred stock issued and outstanding.

Reverse Stock Split

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 of1*-for-5 to1-for-150. On* January 30, 2025,the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a1*-for-150 ratio, which reverse split became effective in the market on* February 18, 2025.*

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.

Common Stock Offerings

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. The Company received net proceeds of approximately $8.75 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. 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, 2026offering, 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, 2026offering, 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**.***

On* June 27, 2025,the Company entered into a securities purchase agreement 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 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 June 30, 2025.*The Company received net proceeds of approximately $13.7 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

On* June 26, 2025,the Company entered into a securities purchase agreement 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 $ of $5.00999 per pre-funded warrant. 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 June 27, 2025.*The Company received net proceeds of approximately $15.9 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

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At the Market Equity Financing

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. As of December 31, 2025,a total of 935,114 shares of common stock were sold through Aegis Capital Corp. under the Sales Agreement. As of December 31, 2025,*the Company has received net proceeds of $5,472,691 after payment of commission fees of $173,341 and other related expenses of $131,990.

As of* June 30, 2026*, a total of 4,857,227 shares of common stock were sold through Aegis Capital Corp. under the Sales Agreement. As of* June 30, 2026*, the Company has received net proceeds of $14,639,127 after payment of commission fees of $456,839 and other related expenses of $131,990.

The following warrants were outstanding as of* June 30, 2026* and* December 31, 2025,each of which is exercisable on aone*-for-one basis for shares of the Company’s common stock (i.e.,one warrant forone share). All warrants contain standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, andnone of which have any participating rights for any losses. All Series B warrants, which were issued as a part of the* December 20, 2024public offering, were fully exercised as of February 11, 2025utilizing the cashless exercise provision in the warrant agreement. In addition, on March 31, 2025,the Company reclassified the Series A warrants from liability to equity upon determining that the warrantsno* longer required liability classification.

The Company accounts for warrants in accordance with ASC480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the Initial Public Offering and Private Placement 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. The warrants arenot marked-to-market each reporting period, and thus there isno impact to earnings. Any future exercises of the warrants will be recorded as cash received and recorded in cash, with a corresponding increase to common stock and additional paid-in capital in stockholders’ equity.

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The Company used the following assumptions for* June 30, 2026* and* December 31, 2025*:

Under ASC815-40-35-8, Derivatives and Hedging Reclassification of Contracts, shareholder approval on* January 30, 2025,*initiated the price reset period, resulting in a fixed exercise price for the warrants. As such, the warrants were reclassified to equity and remeasured utilizing the Black Scholes model with the following assumptions:

The fair value of the Series B warrants were re-measured prior to exercise using the Black-Scholes model, now that the exercise price has been fixed, based on the following assumptions:

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9. Net Loss Per Share Attributable to Common Stockholders

In accordance with ASC260, basic and diluted earnings per share amounts, and weighted-average shares outstanding have been restated for all periods presented to reflect the effect of the reverse stock split. The following table summarizes the computation of basic and diluted loss per share:

Basic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the effect of unvested restricted stock awards and the outstanding stock options and warrants ; however, such items werenot considered in the calculation of the diluted weighted average common shares outstanding since they would be anti-dilutive.

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10. Stock-based Compensation Expense

Stock-Based Compensation

The Company uses stock-based compensation, including restricted stock units, to provide long-term performance incentives for its employees and board directors. The Company measures employee and director stock-based compensation awards based on the award’s estimated fair value on the date of grant. Forfeitures are recognized as they occur. Expense associated with these awards is recognized using the straight-line attribution method over the requisite service period for stock options, restricted stock units (“RSUs”) and restricted stock and is reported in our condensed statements of stockholders’ equity.

The fair value of the Company’s stock options is estimated using the Black-Scholes option-pricing model. The resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award. The Company has elected to recognize forfeitures as they occur. Stock options generally vest over four years and have a contractual term often years.

Determining the grant date fair value of options requires management to make assumptions and judgments. These estimates involve inherent uncertainties and if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

The assumptions and estimates for valuing stock options are as follows:

Equity Incentive Plans

In* February 2013,the Company’s Board of Directors adopted the2013* Equity Incentive Plan (“2013 Plan”). The2013 Plan authorizes the award of stock options, stock appreciation rights, restricted stock awards, stock appreciation rights, RSUs, performance awards, and other stock or cash awards.

In* October 2021,the Company’s Board of Directors adopted the Cyngn Inc.2021 Equity Incentive Plan (the“2021* Plan”). The2021 Plan replaces the2013 Plan. However, awards outstanding under the2013 Plan will continue to be governed by their existing terms.

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In* November 2023,the shareholders of the Company approved an amendment to the Company’s2021* Equity Incentive Plan to increase the number of shares authorized for issuance by 334 shares of common stock. In* June 2024,the shareholders of the Company approved an amendment to allow an annual increase to the2021* Plan equal to the lesser of (i)15% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, or (ii) such lesser amount as determined by the Board. In* December 2025,the shareholders of the Company approved an amendment to the Company’s2021* Equity Incentive Plan to increase the number of shares authorized for issuance by 4,000,000 shares of common stock. The additional shares were registered with the SEC in* January 2026*on a Registration Statement on Form S-8.

As of* June 30, 2026* and* December 31, 2025*, approximately 4,896,697 and 55,770 shares of common stock were reserved and available for issuance under the2021 Plan, respectively. Options issued under the Plans generally vest based on continuous service provided by the option holder over afour-year period. Compensation expense related to these options is recognized on a straight-line basis over thefour-year period based upon the fair value at the grant date.

The following table summarizes information about the Company’s stock options outstanding as well as stock options vested and exercisable as of* June 30, 2026*, and activity during thethree month period then ended:

The following table summarizes information about the Company’s stock options outstanding as well as stock options vested and exercisable as of* June 30, 2026*, and activity during thesix month period then ended:

For thethree andsix months ended* June 30, 2026*, no restricted stock units (RSUs) were granted nor vested.

The fair value of a stock option is estimated using the Black-Scholes option-pricing model that takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The Company has used the simplified method in calculating the expected term of all option grants based on the vesting period and contractual term. Compensation costs related to share-based payment transactions are recognized in the financial statements upon satisfaction of the requisite service or vesting requirements.

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The weighted average per share grant-date fair value of options granted during thethree months ended* June 30, 2026and2025* was $1.65 and $0.00, respectively.

The following weighted average assumptions were used in estimating the grant date fair values during thethree months ended* June 30, 2026and2025*:

The Company recorded stock-based compensation expense from stock options and RSUs of approximately $376,483 and $456,887 for thethree months ended* June 30, 2026and2025*, respectively, and $762,772 and $993,131 for thesix months ended* June 30, 2026and2025*, respectively.

As of* June 30, 2026* total stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $1.2 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 0.92 years. Income tax benefits recognized from stock-based compensation expense recognized for thethree months ended* June 30, 2026* were immaterial due to cumulative losses and valuation allowances.

11. Retirement Savings Plan

Effective* November 17, 2017,the Company established the Cyngn Inc.401(k) Plan for the exclusive benefit of all eligible employees and their beneficiaries with the intention to provide a measure of retirement security for the future. This plan is subject to the provisions of the Employee Retirement Income Security Act of1974* (ERISA) and qualifies under Section401(k) of the Internal Revenue Code. The Company didnot offer and hasnot provided a company match for its401(k) Plan.

12. Income Taxes

For thethree andsix months ended* June 30, 2026and2025*, the Company recordedno income tax expense. The effective tax rate is 0% for thethree andsix months ended* June 30, 2026and2025*.

For financial reporting purposes, the Company’s effective tax rate used for the interim periods is based on the estimated full-year income tax rate. For thethree andsix months ended* June 30, 2026and2025*, the Company’s effective tax rate differs from the statutory rate, primarily due to a valuation allowance recorded against the net deferred tax asset balance. Currently, the Company isnot under examination by any taxing authority.

13. Commitments and Contingencies

Legal Proceedings

From time to time, the Company* may*become involved in legal proceedings arising in the ordinary course of business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation, which is inherently uncertain.

In* May 2025,a former contractor of the Company filed a complaint alleging breach of contract and related claims arising from certain professional services agreements entered into between2021* and2024. The complainant sought approximately $59,760 in damages, plus interest, attorneys’ fees, and costs. In* April 2026,the matter was settled and paid in full for $55,000. The settlement didnot* have a material impact on the Company's financial statements.

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In* August 2025,a former employee filed a complaint with the U.S. Department of Labor, Occupational Safety and Health Administration (“OSHA”), alleging retaliation in connection with the employee’s internal reporting. In April 2026,the matter was settled and paid in full for $80,000. The settlement didnot* have a material impact on the Company's financial statements.

Under the terms of a settlement agreement with a former placement agent, the Company* maybe obligated to pay 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 27Offering and the June 26Offering. However, the Company has informed the former placement agent that it doesnot* believe there is a basis for these obligations. The Company hasnot received a response from the former placement agent and a resolution hasnot been reached as of the date of this filing. The Company is contesting the matter and hasnot accrued any liability related to it. While an unfavorable outcome is reasonably possible, the Company is unable to estimate the possible loss or range of loss at this time.

There isno other material pending or threatened litigation against the Company that remains outstanding as of* June 30, 2026*.

14. Risks and Uncertainties

The Company’s business operations, operating results, and financial condition are vulnerable to certain risks and uncertainties including:

The Company is unable to predict and quantify at this time the extent of the related potential adverse effects but continuously monitors these risks and uncertainties on its future operations and financial performance.

15. Subsequent Events

The Company has evaluated subsequent events through* August 13, 2026,the date the financial statements were issued, other than as described below, and has determined thatno* other material subsequent events have occurred requiring recognition or disclosure in these financial statements. On* July 24, 2026,*Martin Petraitis, the Company’s Vice President of Sales and a named executive officer, was terminated from his position with the Company, effective the same date.

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