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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2024
CYNGN INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-40932 | 46-2007094 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
1015 O’Brien Dr.
Menlo Park, CA 94025
(Address of principal executive offices) (Zip Code)
(650) 924-5905
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | CYN | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mart 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. ☐
Item 2.02 Results of Operations and Financial Condition
On March 6, 2024, Cyngn Inc. issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended December 31, 2023. The full text of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 6, 2024
| CYNGN INC. | ||
| By: | /s/ Donald Alvarez | |
| Donald Alvarez | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Cyngn Reports 2023 Fourth Quarter and Year-End Financial Results
MENLO PARK, Calif., March 6, 2024. – Cyngn Inc. (the “Company” or “Cyngn”) (Nasdaq: CYN), today announced its financial results for the fourth quarter and year ending on December 31, 2023.
Recent Operating Highlights:
| ● | U.S. Continental Renews Contract; 4x Gains in Efficiency Achieved | |
| ● | Nasdaq Grants Extension for Continued Exchange Listing | |
| ● | U.S. patent office granted 19 patents to-date; Cyngn’s patent portfolio also includes 6 additional pending U.S. patents and 20 pending international patents | |
| ● | Next-Gen DriveMod Kit will Harness Nvidia AI Computers | |
| ● | Closes $5.0 million Public Offering of Common Stock | |
| ● | Hands-off Automatic Unhitching Capabilities for Industrial Autonomous Vehicles |
“I am pleased with the accomplishments of our Cyngn team as we transitioned from years of R&D into 2023 commercial readiness and finished the year with annual revenue at $1.5 million,” said Lior Tal, Chairman and Chief Executive Officer of Cyngn. “Our success is also driven in part with our key leading OEM partnerships from Motrec and BYD, and, aided by our technology alignment with Ouster’s LiDAR sensors and Nvidia’s artificial intelligence computation capabilities that power Cyngn’s AI-driven autonomous vehicle software solutions. During the first couple of months of 2024 we already successfully completed multiple trial deployments of DriveMod Autonomous Vehicles with leading vehicle manufacturers and automotive suppliers, and anticipate 2024 to be a fast-paced and exciting year as these transition to follow-on sales, and we scale up production deployment and rapidly expand our customer installed base. This will happen in parallel to continued development of the DriveMod Autonomous Forklifts, which are expected to begin initial deployments during the second half of the year.”
To learn more, watch our 2023 year in review video here.
2023 Financial Review:
| ● | 2023 revenue was $1.5 million compared to $262 thousand in 2022, the majority of which was substantially the result of NRE (Non-Recurring Engineering) contracts in both years. | |
| ● | Total costs and expenses in 2023 were $24.8 million, an increase from $19.7 million in 2022. This increase was primarily related to R&D expenses, up $3.2 million due to increased technical staffing to support our AV technology offset by the recognition of an Employee Retention Credit of $572 thousand and capitalized software of $885 thousand. G&A expenses increased by $898 thousand year-over-year related to increased staffing to support public company responsibilities, increased marketing, advertising and other general and administrative expenses offset by the recognition of an Employee Retention Credit of $192 thousand. Cost of revenue increased by $1.0 million primarily from higher engineering development resources and hardware costs to support the completion of the final phases of NRE contracts. Headcount, including full time contractors, at the end of 2023 was 81 versus 79 from the prior year. | |
| ● | Net loss for 2023 was $(22.8) million compared to $(19.2) million in 2022. 2023 net loss per share was $(0.57), based on basic and diluted weighted average shares outstanding of approximately 40.0 million. This compares to a net loss per share of $(0.55) in 2022, based on approximately 34.9 million basic and diluted weighted average shares outstanding. |
Q4 2023 Financial Review:
| ● | Fourth quarter revenue was $40.4 thousand compared to $262 thousand in the fourth quarter of 2022. Fourth quarter 2023 revenue was derived primarily from EAS software subscriptions from DriveMod Stock chaser vehicle deployments whereas prior year revenue was primarily the result of NRE contracts. | |
| ● | Total costs and expenses in the fourth quarter were $5.4 million, down from $6.0 million in the fourth quarter of 2022. This decrease was primarily due to a $635 thousand reduction in G&A expenses, partially due to the recognition of an Employee Retention Credit of $192 thousand. In addition, cost of revenue decreased by $86 thousand and R&D expenses increased by $204 thousand. The increase in R&D expense was primarily driven by commercial deployments, offset by the recognition of an Employee Retention Credit of $572 thousand and $123 thousand of capitalized software. | |
| ● | Net loss for the fourth quarter was $(5.4) million compared to $(5.5) million in the corresponding quarter of 2022. Fourth quarter 2023 net loss per share was $(0.12), based on basic and diluted weighted average shares outstanding of approximately 46.0 million in the quarter. This compares to a net loss per share of $(0.15) in the fourth quarter of 2022, based on approximately 37.7 million basic and diluted weighted average shares outstanding. |
Balance Sheet Highlights:
Cyngn’s unrestricted cash and short-term investments at the end of 2023 total $8.2 million compared to $22.6 million as of December 31, 2022. At the end of the same period, working capital was $7.4 million and total stockholders’ equity was $10.6 million, as compared to year-end working capital of $22.4 million and total stockholders’ equity of $24.1 million, respectively as of December 31, 2022. The Company had no debt as of December 31, 2023 and December 31, 2022.
For more information on Cyngn, visit the “Investor Relations” page of the Company’s website (https://investors.cyngn.com/).
About Cyngn
Cyngn develops and deploys scalable, differentiated autonomous vehicle technology for industrial organizations. Cyngn’s self-driving solutions allow existing workforces to increase productivity and efficiency. The Company addresses significant challenges facing industrial organizations today, such as labor shortages, costly safety incidents, and increased consumer demand for eCommerce.
Cyngn’s DriveMod Kit can be installed on new industrial vehicles at end of line or via retrofit, empowering customers to seamlessly adopt self-driving technology into their operations without high upfront costs or the need to completely replace existing vehicle investments.
Cyngn’s flagship product, its Enterprise Autonomy Suite, includes DriveMod (autonomous vehicle system), Cyngn Insight (customer-facing suite of AV fleet management, teleoperation, and analytics tools), and Cyngn Evolve (internal toolkit that enables Cyngn to leverage data from the field for artificial intelligence, simulation, and modeling).
Find Cyngn on:
Website: https://cyngn.com
Twitter: http://twitter.com/cyngn
LinkedIn: https://www.linkedin.com/company/cyngn
YouTube: https://www.youtube.com/@cyngnhq
Investor/Media Contact: Bill Ong, bill@cyngn.com; 650-204-1551
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in the Company’s reports to the SEC, including, without limitation the risk factors discussed in the Company’s annual report on Form 10-K filed with the SEC on March 7, 2024. Readers are cautioned that it is not possible to predict or identify all the risks, uncertainties and other factors that may affect future results No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Cyngn undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
CYNGN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| Three Months Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenue | $ | 40,356 | $ | 262,000 | ||||
| Costs and expenses: | ||||||||
| Cost of revenue | 100,589 | 186,823 | ||||||
| Research and development | 3,022,884 | 2,818,599 | ||||||
| General and administrative | 2,312,843 | 2,947,394 | ||||||
| Total costs and expenses | 5,436,316 | 5,952,816 | ||||||
| Loss from operations | (5,395,960 | ) | (5,690,816 | ) | ||||
| Other income, net | ||||||||
| Interest income | 39,189 | 41,409 | ||||||
| Other income (expense) | (790 | ) | 103,262 | |||||
| Total other income, net | 38,399 | 144,671 | ||||||
| Net loss | $ | (5,357,561 | ) | $ | (5,546,145 | ) | ||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.12 | ) | $ | (0.15 | ) | ||
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 46,005,620 | 37,654,019 | ||||||
CYNGN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
| Year Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenue | $ | 1,489,317 | $ | 262,000 | ||||
| Costs and expenses: | - | |||||||
| Cost of revenue | 1,222,321 | 186,823 | ||||||
| Research and development | 12,719,983 | 9,481,329 | ||||||
| General and administrative | 10,892,955 | 9,994,575 | ||||||
| Total costs and expenses | 24,835,259 | 19,662,727 | ||||||
| Loss from operations | (23,345,942 | ) | (19,400,727 | ) | ||||
| Other income, net | ||||||||
| Interest income | 137,887 | 44,100 | ||||||
| Other income | 396,825 | 120,118 | ||||||
| Total other income, net | 534,712 | 164,218 | ||||||
| Net loss | $ | (22,811,230 | ) | $ | (19,236,509 | ) | ||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.57 | ) | $ | (0.55 | ) | ||
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 39,987,864 | 34,947,710 | ||||||
CYNGN INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 3,591,623 | $ | 10,536,273 | ||||
| Restricted cash | - | 50,000 | ||||||
| Short-term investments | 4,561,928 | 12,064,337 | ||||||
| Prepaid expenses and other current assets | 1,316,426 | 1,126,137 | ||||||
| Total current assets | 9,469,977 | 23,776,747 | ||||||
| Property and equipment, net | 1,486,672 | 884,000 | ||||||
| Right-of-use asset, net | 992,292 | 371,189 | ||||||
| Intangible assets, net | 1,084,415 | 473,076 | ||||||
| Total Assets | $ | 13,033,356 | $ | 25,505,012 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 196,963 | $ | 155,943 | ||||
| Accrued expenses and other current liabilities | 1,201,142 | 854,920 | ||||||
| Current operating lease liability | 682,718 | 376,622 | ||||||
| Total current liabilities | 2,080,823 | 1,387,485 | ||||||
| Non-current operating lease liability | 317,344 | |||||||
| Total liabilities | 2,398,167 | 1,387,485 | ||||||
| Commitments and contingencies (Note 12) | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, Par $0.00001; 200,000,000 shares authorized, 64,773,756 and 33,684,864 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 648 | 337 | ||||||
| Additional paid-in capital | 170,652,160 | 159,847,229 | ||||||
| Accumulated deficit | (160,017,619 | ) | (135,730,039 | ) | ||||
| Total stockholders’ equity | 10,635,189 | 24,117,527 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 13,033,356 | $ | 25,505,012 | ||||
CYNGN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
| Year Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (22,811,230 | ) | $ | (19,236,509 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 961,281 | 604,871 | ||||||
| Stock-based compensation | 3,208,103 | 2,867,698 | ||||||
| Realized gain on short-term investments | (443,392 | ) | (90,216 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | (1,403,049 | ) | (1,425,126 | ) | ||||
| Accounts payable | 41,020 | 43,672 | ||||||
| Accrued expenses and other current liabilities | 969,662 | 936,387 | ||||||
| Net cash used in operating activities | (19,477,605 | ) | (16,299,223 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (1,045,822 | ) | (918,318 | ) | ||||
| Acquisition of intangible asset | (718,711 | ) | (456,822 | ) | ||||
| Purchase of short-term investments | (21,573,199 | ) | (27,000,000 | ) | ||||
| Proceeds from maturities of short-term investments | 29,519,000 | 15,025,879 | ||||||
| Disposal of assets | 180,898 | - | ||||||
| Net cash provided by (used in) investing activities | 6,362,166 | (13,349,261 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from at-the-market equity financing, net of issuance costs | 1,747,468 | - | ||||||
| Proceeds from private placement offering and pre-funded warrants, net of offering costs | 4,380,975 | 18,121,945 | ||||||
| Proceeds from exercise of pre-funded warrants | - | 2,662 | ||||||
| Issuance of stock dividend | (16,182 | ) | - | |||||
| Proceeds from exercise of stock options | 8,528 | 114,169 | ||||||
| Net cash provided by financing activities | 6,120,789 | 18,238,776 | ||||||
| Net decrease in cash and cash equivalents and restricted cash | (6,994,650 | ) | (11,409,708 | ) | ||||
| Cash and cash equivalents and and restricted cash, beginning of year | 10,586,273 | 21,995,981 | ||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 3,591,623 | $ | 10,586,273 | ||||
| Reconciliation of cash and restricted cash, end of period: | ||||||||
| Cash | $ | 3,591,623 | $ | 10,536,273 | ||||
| Restricted cash | - | 50,000 | ||||||
| Total cash and restricted cash | $ | 3,591,623 | $ | 10,586,273 | ||||
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