UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On December 8, 2023, Cyngn Inc. (the “Company”) entered into a Placement Agent Agreement (the “PA Agreement”) with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the Company’s placement agent, on a reasonable best efforts basis, in connection with the sale by the Company of an aggregate of 11,466,733 shares of common stock (the “Shares”) and pre-funded warrants to purchase up to 21,866,600 shares of common stock (the “Pre-funded Warrants”), in a public offering at a purchase price of $0.15 per Share or $0.14999 per Pre-Funded Warrant. The Pre-funded Warrants will be immediately exercisable and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.00001 per share, subject to certain adjustments set forth therein.
Pursuant to the PA Agreement, the Company agreed to pay Aegis a cash fee of 7.0% of the gross proceeds the Company receives in connection with the offering. The Company also agreed to pay Aegis $50,000 for non-accountable expenses.
The Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities, and the Company’s directors and officers have agreed to certain restrictions on the sale of the Company’s securities, in each case, for a period of 75 days following the date of the closing date, subject to certain exceptions.
The gross proceeds from the offering are expected to be $5 million, before deducting fees and expenses payable to Aegis and other estimated offering expenses. The public offering is expected to close on or about December 12, 2023, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
The Shares and Pre-funded Warrants (and underlying shares) were offered, and issued, pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-275530) filed with the Securities and Exchange Commission on November 14, 2023, and declared effective December 7, 2023.
The foregoing description of the PA Agreement and Pre-funded Warrants does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, forms of which are filed as exhibits to this report.
Item 8.01 Other Events
On December 8, 2023, the Company issued a press release regarding the public offering. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Placement Agent Agreement between Cyngn Inc. and Aegis Capital Corp. | |
| 10.2 | Form of Pre-Funded Warrant | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 11, 2023
| CYNGN INC. | ||
| By: | /s/ Donald Alvarez | |
| Donald Alvarez | ||
| Chief Financial Officer | ||
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