Cyngn Inc 10-K for FY2025

Cyngn Inc. (CYN)

10-K 2026-03-27 For: 2025-12-31

Added on April 07, 2026

About this 10-K

Cyngn Inc filed this 10-K on March 27, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $218.98K; down 40.5% from $368.14K a year earlier
Net loss: $23.47M; compared with a net loss of $33.34M a year earlier
Diluted EPS: -$5.17; compared with -$2,521.41 a year earlier

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Delaware		46-2007094
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

1344 Terra Bella Avenue, Mountain View, CA		94043
(Address of principal executive offices)		(Zip Code)

Title of Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.00001		CYN		Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
	PART I	1

Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	36
Item 1C.	Cybersecurity	37
Item 2.	Properties	37
Item 3.	Legal Proceedings	37
Item 4.	Mine Safety Disclosures	37

	PART II	38

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38
Item 6.	[Reserved]	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	46
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	48
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	48

	PART III	49

Item 10.	Directors, Executive Officers and Corporate Governance	49
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13.	Certain Relationships and Related Transactions, and Director Independence	60
Item 14.	Principal Accountant Fees and Services	60

	PART IV	61

Item 15.	Exhibit and Financial Statement Schedules	61
Item 16.	Form 10-K Summary	64

	December 31, 2025		December 31, 2024
Proceeds from at-the-market equity financing, net of issuance costs	$	5,472,701	$	-
Proceeds from public issuance of common stock, net of offering costs		29,611,677		-
ATM, from May 2023 to July 2024		-		6,789,427
Placement agent agreement, December 8, 2023		-		-
Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants		-		13,811,014
Proceeds from issuance of warrants		-		18,260,852
Proceeds from the Notes, net of issuance costs		-		1,801,265
Repayment of the Notes		-		(4,375,000	)
Total financings	$	35,084,378	$	36,287,558

				December 31,
	December 31, 2025			2024 Restated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	990,023		$	23,617,733
Short-term investments		33,736,091			‒
Accounts and other receivables		1,544,213			1,222,891
Inventory		2,039,655			150,241
Prepaid expenses and other current assets		1,518,430			592,090
TOTAL CURRENT ASSETS		39,828,412			25,582,955

NON-CURRENT ASSETS
Property and equipment, net		3,268,196			2,319,402
Right-of-use asset, net		5,971,800			297,918
Intangible assets, net		466,223			1,895,074
Security Deposit		518,584			‒
TOTAL ASSETS	$	50,053,215		$	30,095,349

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	217,439		$	247,778
Deferred revenue		1,658,015			769,180
Accrued expenses and other current liabilities		2,615,734			2,105,036
Current operating lease liability		312,365			317,344
TOTAL CURRENT LIABILITIES		4,803,553			3,439,338

Non-current operating lease liability		6,495,256			‒
Warrant liability		‒			27,703,927
TOTAL LIABILITIES		11,298,809			31,143,265

Commitments and contingencies (Note 12)

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, Par $0.00001; 400,000,000 and 200,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 7,974,380 and 199,110 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		80			2
Additional paid-in capital		255,576,797			192,305,280
Accumulated deficit		(216,822,471	)		(193,353,198	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		38,754,406			(1,047,916	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	50,053,215		$	30,095,349

	Year Ended December 31,
	2025			2024 Restated

REVENUE	$	218,976		$	368,138
COSTS AND EXPENSES
Cost of revenue		135,749			535,708
Research and development		12,468,687			11,259,641
General and administrative		13,302,781			11,400,864
TOTAL COSTS AND EXPENSES		25,907,217			23,196,213
LOSS FROM OPERATIONS		(25,688,241	)		(22,828,075	)

OTHER INCOME (EXPENSE), NET
Interest income (expense), net		197,429			(1,117,546	)
Warrant liability issuance costs		‒			(1,739,148	)
Change in fair value of warrant liability		1,136,677			(5,359,780	)
Loss on issuance of warrants		‒			(2,344,147	)
Other income (expense), net		884,862			53,117
TOTAL OTHER INCOME (EXPENSE), NET		2,218,968			(10,507,504	)

NET LOSS	$	(23,469,273	)	$	(33,335,579	)

Net loss per share attributable to common stockholders, basic and diluted	$	(5.17	)	$	(2,521.41	)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		4,540,481			13,221

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balance as of December 31, 2023		–		–		5,147	$	–	$	170,652,808		$	(160,017,619	)	$	10,635,189
Issuance of at-the-market common stock, net of issuance costs $138,572		–		–		4,275		–		6,789,427			–			6,789,427
Exercise of stock options and vesting of restricted stock units		–		–		11		–		(597	)		–			(597	)
Issuance of common stock and pre-funded warrants and exercise of pre-funded warrants in connection with the private and public offerings, net of offering costs $1,864,594		–		–		189,677		2		12,414,451			–			12,414,453
Stock-based compensation		–		–		–		–		2,449,191			–			2,449,191
Net loss		–		–		–		–		–			(33,335,579	)		(33,335,579	)
Balance as of December 31, 2024		–		–		199,110	$	2	$	192,305,280		$	(193,353,198	)	$	(1,047,916	)
Issuance of at-the-market common stock, net of issuance costs		–		–		935,114		10		5,472,691			–			5,472,701
Exercise of stock options and vesting of restricted stock units		–		–		15		–		–			–			–
Reclassification of Series A warrants to equity in connection with the public offering		–		–		–		–		7,634,428			–			7,634,428
Exercise of Series B warrants in connection with the public offering, net of issuance costs		–		–		1,552,796		16		18,931,781			–			18,931,797
Issuance of common stock in connection with the public offering		–		–		5,287,345		52		29,611,625			–			29,611,677
Stock-based compensation		–		–		–		–		1,620,992			–			1,620,992
Net loss		–		–		–		–		–			(23,469,273	)		(23,469,273	)
Balance as of December 31, 2025		–	$	–		7,974,380	$	80	$	255,576,797		$	(216,822,471	)	$	38,754,406

	Year Ended December 31,
	2025			2024 Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,469,273	)	$	(33,335,579	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,189,794			669,409
Stock-based compensation		1,620,992			2,449,191
Realized gain on short-term investments		(85,117	)		‒
Accretion on short-term investments		(776,163	)		(113,072	)
Loss on disposed assets		16,607			‒
Patent impairment		‒			118,831
Change in fair value of warrant liability		(1,136,677	)		5,359,780
Change in estimate of capitalized software		1,425,689			‒
Warrant liability issuance costs		‒			1,739,148
Loss on issuance of warrants		‒			2,344,147
Accretion of interest and amortization of debt issuance costs		‒			1,177,174
Changes in operating assets and liabilities:
Accounts and other receivables		(321,322	)		(452,006	)
Inventory		(1,889,414	)		(150,241	)
Prepaid expenses, operating lease right-of-use assets, and other current assets		(1,421,910	)		(44,035	)
Accounts payable		(30,339	)		50,815
Deferred revenue		888,834			(667,680	)
Accrued expenses, lease liabilities, and other current liabilities		411,643			1,658,037
NET CASH USED IN OPERATING ACTIVITIES		(23,576,656	)		(19,196,081	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,230,536	)		(1,051,481	)
Acquisition of intangible asset		(29,061	)		(954,229	)
Disposal of assets		‒			265,940
Purchase of short-term investments		(87,387,311	)		(7,562,761	)
Proceeds from maturity of short-term investments		54,512,501			12,237,761
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(34,134,407	)		2,935,230

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from at-the-market equity financing, net of issuance costs		5,472,701			6,789,427
Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants, net of issuance costs		29,611,677			13,811,014
Issuance costs from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants		(1,025	)		‒
Proceeds from issuance of warrants		‒			18,260,852
Proceeds from the Notes, net of issuance costs		‒			1,801,265
Repayment of the Notes		‒			(4,375,000	)
Issuance costs for stock dividend and restricted stock units		‒			(597	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		35,083,353			36,286,961

Net increase (decrease) in cash and cash equivalents		(22,627,710	)		20,026,110
Cash and cash equivalents, beginning of year		23,617,733			3,591,623
Cash and cash equivalents, end of year	$	990,023		$	23,617,733

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
Cash paid during the period for interest and taxes	$	‒		$	‒

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Acquisition of right-of-use asset in exchange for new operating lease obligation		6,589,332			‒
Acquisition of property and equipment included in accounts payable and accrued expenses		1,875			‒

Property and Equipment		Useful life
Automobiles (DMV-registered)		5 years
Machinery, tools and equipment		5 years
Computers and equipment		5 years
Internal-use software		3 to 5 years
Furniture and fixtures		7 years
Leasehold improvements		Shorter of 3 years or lease term

	2025			2024
Customer A		17.1	%		*
Customer B		36.8	%		*
Customer C		11.5	%		73.2	%
Customer D		19.1	%		*
Customer E		12.3	%		*

	December 31, 2025				December 31, 2024
Financial assets	Level		Amount		Level		Amount
Cash equivalents:
Money market account		1	$	929,165		1	$	23,274,834
Short-term investments:
U.S. government treasury bills		1		33,736,091		1		‒
			$	34,665,255			$	23,274,834

	December 31, 2025		December 31, 2024
Prepaid Expenses	$	668,090	$	303,803
Short-term Deposits		75,006		160,149
Other current assets		775,334		128,138
Total prepaid and expenses and other current assets	$	1,518,430	$	592,090

	December 31, 2025		December 31, 2024
Credit card payable	$	16,169	$	2,050
Accrued expenses		563,770		788,948
Accrued payroll		2,035,795		1,314,038
Total accrued expenses and other current liabilities	$	2,615,734	$	2,105,036

For the year ended December 31,	Operating Lease
2026		692,000
2027		1,434,193
2028		1,506,260
2029		1,551,040
2030		1,598,594
2031		1,367,166
Less: imputed interest		(1,341,632	)
Present value of lease liability	$	6,807,621

	As of December 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Fair Market Value Adjustment		Impairment		Net Carrying Amount
Patents	$	521,302	$	(71,079	)	$	-	$	-	$	450,223
Trademark		45,000		(29,000	)		-		-		16,000
Total intangible assets	$	566,302	$	(100,079	)	$	-	$	-	$	466,223

	As of December 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Fair Market Value Adjustment		Impairment			Net Carrying Amount
Developed software	$	1,425,689	$	-		$	-	$	-		$	1,425,689
Patents		611,072		(41,856	)		-		(118,831	)		450,385
Trademark		45,000		(26,000	)		-		-			19,000
Total intangible assets	$	2,081,761	$	(67,856	)	$	-	$	(118,831	)	$	1,895,074

Years ended December 31,	Amortization
2026	$	33,772
2027		33,772
2028		33,772
2029		33,772
Thereafter		331,135
Total	$	466,223

Securities into which warrants are convertible	Warrants outstanding		Exercise Price		Expiration Date	Fair value
Common stock (Initial Public Offering)		9	$	40,650	October 2026	$	170,397
Common stock (Private Placement)		426	$	140,625	April 2027		6,071,114
Common stock (Series A)		517,598	$	48.30	January 2030		7,634,428
Total		518,033				$	13,875,939

Securities into which warrants are convertible	Warrants outstanding		Exercise Price		Expiration Date	Fair value
Common stock (Initial Public Offering)		9	$	40,650	October 2026	$	170,397
Common stock (Private Placement)		426	$	140,625	April 2027		6,071,114
Common stock (Series A)		277,778	$	90	January 2030		6,581,789
Common stock (Series B)		82,816	$	301.875	July 2027		21,122,138
Total		361,029				$	33,945,438

	Initial Public Offering Warrants (Oct 2021)			Private Placement Warrants (Apr 2022)
Fair value of underlying securities	$	2.88		$	1.37
Expected volatility		51.0	%		45.0	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		1.13	%		2.92	%

	Series A Warrants
Fair value of underlying securities	$	14.75
Expected volatility		183.38	%
Expected term (in years)		4.96
Risk-free interest rate		4.30	%

	Series B Warrants
Fair value of underlying securities	$	6.01 – 32.19
Expected volatility		162.99 – 190.53	%
Expected term (in years)		2.46 – 2.49
Risk-free interest rate		4.18 – 4.30	%

	Years Ended December 31,
	2025			2024 Restated
Net loss attributable to common stockholders	$	(23,469,273	)	$	(33,335,579	)

Basic and diluted weighted average common shares outstanding		4,540,481			13,221

Loss per share:
Basic and diluted	$	(5.17	)	$	(2,521.41	)

	Shares			Weighted- average exercise price		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
Outstanding as of December 31, 2024		1,151		$	14,665.36		7.37	$	-
Granted		-			-				-
Exercised		-			-				-
Cancelled/forfeited		(227	)		19,438.45
Outstanding as of December 31, 2025		924		$	13,475.78		4.41	$	-
Vested and expected to vest at December 31, 2025		924		$	13,475.78		4.41	$	-
Vested and exercisable at December 31, 2025		764		$	13,264.58		3.95	$	-

	Shares			Weighted- average grant date fair value
Unvested shares at December 31, 2024		20		$	21,957.75
RSUs granted		-			-
RSUs vested		(20	)		(21,957.75	)
RSUs forfeited		-			-
Unvested Shares at December 31, 2025		-		$	-

	December 31, 2025
	Amount			Percent
US Federal Statutory Tax Rate	$	(4,928,547	)		21.00	%
State and Local Income Taxes (1)		(211,513	)		0.90
Foreign Tax Effects		-			0.00
Tax Credits		(1,010,247	)		4.30
Change in Valuation Allowance		4,421,241			(18.84	)
Nontaxable or Nondeductible Items
Section 162m Limitation		262,808			(1.12	)
Warrant Revaluation		248,946			(1.06	)
Other permanent differences		236,687			(1.01	)
Change in unrecognized tax benefits		303,074			(1.29	)
Other Reconciling Items
Deferred True Up		622,366			(2.65	)
Other		55,184			(0.24	)
Total	$	-			0.00	%

	December 31, 2024
Federal tax at statutory rate	$	(6,142,980	)
State income taxes		(218,456	)
Stock based compensation		180,319
Foreign taxes		-
Tax credits		(1,039,015	)
Nondeductible items		26,970
Valuation allowance		5,327,801
Deferred true up		1,165,581
Rate change		717,809
Other items		(18,029	)
Total	$	-

	December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	41,820,615		$	36,178,997
Research and development credits		7,713,764			7,006,591
Intangibles		616,331			880,481
Fixed assets		(365,067	)		(181,103	)
Stock based compensation		27,813			452,339
Accruals and reserves		441,240			281,367
Deferred revenue		155,914			21,751
Lease liability		1,491,200			69,025
Capitalized research costs		3,761,293			5,280,797
Other		223			8,639
Gross deferred tax assets		55,663,326			49,998,884
Valuation allowance		(54,355,211	)		(49,934,084	)
Total deferred tax assets		1,308,115			64,800
Deferred tax liabilities:
Right of use asset		(1,308,115	)		(64,800	)
Deferred project costs					-
Total deferred tax liabilities		(1,308,115	)		(64,800	)
Net deferred tax assets	$	-			-

Balance Sheet	As Previously Reported			Adjustments			As Restated
Warrant liability		15,012,361			12,691,566			27,703,927
Total liabilities		18,501,699			12,641,566			31,143,265
Additional paid-in capital		200,863,551			(8,558,271	)		192,305,280
Accumulated deficits		(189,269,903	)		(4,083,295	)		(193,353,198	)
Total stockholders’ equity (deficit)		11,593,650			(12,641,566	)		(1,047,916	)

Statement of Operations	As Previously Reported			Adjustments			As Restated
Warrant liability issuance costs		0			(1,739,148	)		(1,739,148	)
Loss on issuance of warrants		0			(2,344,147	)		(2,344,147	)
Total other income (expenses), net		(6,424,209	)		(4,083,295	)		(10,507,504	)
Net loss		(29,252,284	)		(4,083,295	)		(33,335,579	)
Net loss per share attributable to common stockholders, basic and diluted		(2,212.56	)		(308.85	)		(2,521.41	)

Statement of Stockholders’ Equity (Deficit)	As Previously Reported			Adjustments			As Restated
Issuance of common stock and pre-funded warrants and exercise of pre-funded warrants in connection with the private and public offerings		20,972,722			(8,558,270	)		12,414,453
Net loss		(29,252,284	)		(4,083,295	)		(33,335,579	)

Statement of Cash Flows	As Previously Reported			Adjustments			As Restated
Net loss		(29,252,284	)		(4,083,295	)		(33,335,579	)
Loss on issuance of warrants		0			2,344,147			2,344,147
Warrant issuance costs		0			1,739,148			1,739,148
Accrued expenses, lease liabilities, and other current liabilities		10,642,938			(9,652,581	)		990,357
Net cash used in operating activities		9,493,500			9,702,581			19,196,081
Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants		22,369,285			(8,558,271	)		13,811,014
Proceeds from issuance of warrants		0			18,260,852			18,260,852
Net cash provided by financing activities		26,584,380			9,702,581			36,286,961

Name	Age	Position	Class of Director
Lior Tal	52	Chief Executive Officer, Chairman of the Board of Directors and Director	I
Donald Alvarez*	61	Chief Financial Officer and Director	I
Natalie Russell	30	Chief Financial Officer	-
Martin Petraitis	71	Vice President of Sales	-
Ben Landen*	38	Vice President of Business Operations	-
Karen Macleod	62	Director	II
James McDonnell	71	Director	II
Ran Makavy	51	Director	III
Colleen Cunningham*	63	Director	III

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Award ($)		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Lior Tal	2025	$	640,000	$	2,440,000	$	-	$	-	$	-	$	-	$	-	$	2,080,000
CEO	2024		500,000		1,000,000		-		-		-		-		-		1,500,000

Natalie Russell(1)	2025	$	250,000	$	20,833	$			-	$	-	$	-	$	-	$	270,833
CFO

Martin Petraitis(2)	2025	$	200,000	$	30,000	$			-	$	-	$	-	$	-	$	230,000
Vice President of Sales

Donald Alvarez(3)	2025	$	136,154	$		$			-	$	-	$	-	$	150,000	$	286,154
Former CFO	2024		300,000		60,000		-		-		-		-		-		360,000

Ben Landen(4)	2025	$	196,346			$	-		-	$	-	$	-	$	150,000	$	346,346
Former VP of Business Development	2024		250,000		50,000		-		24,800		-		-		-		324,800