Cyngn Inc 8-K, filed Oct 30, 2026
Cyngn Inc. (CYN)
About this 8-K
Cyngn Inc filed this 8-K on October 30, 2026, reporting on events of October 26, 2026.
Cyngn Inc. said Karen Macleod’s resignation will leave its Audit Committee with two members, triggering a Nasdaq deficiency. It plans to appoint a qualified independent director and regain compliance by November 3, 2027 or its next annual meeting, whichever is earlier. AI summary
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information in Item 5.02 below is incorporated into this Item 3.01 by reference. On October 30, 2026, Cyngn Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, when the resignation of Karen Macleod takes effect, the Audit Committee of the Company’s Board of Directors (the “Board”) will have two members, and the Company will not meet the requirement of Nasdaq Listing Rule 5605(c)(2)(A) that the audit committee have at least three members and at least one member who is financially sophisticated. Under Nasdaq Listing Rule 5605(c)(4)(B), the Company expects to have until the earlier of its next annual meeting of stockholders or November 3, 2027 to regain compliance. The Company intends to regain compliance within that period by expeditiously appointing a qualified independent director to the Board and the Audit Committee.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2026, Karen Macleod, a member of the Board and Chair of the Board’s Audit Committee, notified the Company of her decision not to stand for re-election as a director at the Company’s 2026 Annual Meeting of Stockholders to be held on November 3, 2026 (the “Annual Meeting”). Ms. Macleod will continue to serve as a director, as Chair of the Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee until her resignation, which she tendered in the same notice and which takes effect upon the closing of the polls for the election of directors at the Annual Meeting. The Board intends to fill the resulting vacancy. Her decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
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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: October 30, 2026
| CYNGN INC. | ||
| By: | /s/ Natalie Russell | |
| Natalie Russell | ||
| Chief Financial Officer | ||
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