PART I [Business](index=5&type=section&id=Item%201.%20Business) Cyngn Inc. develops the Enterprise Autonomy Suite (EAS) for industrial autonomous vehicles, generating revenue from deployments, subscriptions, and non-recurring engineering [General Overview and Market Opportunity](index=5&type=section&id=General%20Overview%20and%20Market%20Opportunity) Cyngn is an industrial AV technology company targeting the **$119 billion** material transport market with its vehicle-agnostic DriveMod software, addressing labor shortages and high automation costs - Cyngn is an autonomous vehicle (AV) technology company focused on industrial applications, integrating its full-stack autonomous driving software, DriveMod, onto vehicles from Original Equipment Manufacturers (OEMs)[20](index=20&type=chunk)[22](index=22&type=chunk) - The company's Enterprise Autonomy Suite (EAS) is designed to be a vehicle-agnostic solution, having already been deployed on over ten different vehicle types, from stockchasers to electric forklifts[25](index=25&type=chunk)[48](index=48&type=chunk) - The industrial automation market is projected to grow from **$164.2 billion** in 2020 to **$306.2 billion** by 2027, with a **9.3% CAGR**. Cyngn targets the material transport vehicle market, where **fewer than 1%** of vehicles shipped are automated, representing a **$119 billion** market potential based on labor costs[29](index=29&type=chunk)[33](index=33&type=chunk) - Key industry challenges addressed by Cyngn's technology include labor shortages, difficulty in scaling traditional automation, lagging technological advancement from incumbents, and high barriers to adoption for customers[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [The Enterprise Autonomy Suite (EAS) and Products](index=9&type=section&id=The%20Enterprise%20Autonomy%20Suite%20%28EAS%29%20and%20Products) The Enterprise Autonomy Suite (EAS) integrates DriveMod AV software, Cyngn Insight for fleet management, and Cyngn Evolve for AI/ML development, enabling continuous improvement and vehicle-agnostic scalability - EAS consists of three core components: DriveMod (on-vehicle AV software), Cyngn Insight (customer-facing fleet management and data tools), and Cyngn Evolve (internal AI/ML training and simulation infrastructure)[40](index=40&type=chunk)[51](index=51&type=chunk) - DriveMod is a modular, vehicle-agnostic software that can be retrofitted to existing vehicles or integrated into new ones at assembly. It is deployed via 'DriveMod Kits,' with the kit for Columbia Stockchasers being commercially released[52](index=52&type=chunk)[53](index=53&type=chunk) - Cyngn Insight provides customers with analytics dashboards, vehicle telemetry, and tools for remote vehicle operation, enabling flexible fleet management[56](index=56&type=chunk) - Cyngn Evolve is an internal tool suite that uses real-world and simulated data to test, validate, and deploy new DriveMod releases, creating a continuous improvement cycle[58](index=58&type=chunk)[59](index=59&type=chunk) [Strategy and Revenue Sources](index=14&type=section&id=Strategy%20and%20Revenue%20Sources) Cyngn's strategy involves OEM partnerships and a 'land and expand' approach, generating revenue from deployment fees, recurring EAS subscriptions, and non-recurring engineering for customizations - The go-to-market strategy involves collaborating with industrial vehicle OEMs, using a 'land & expand' approach with end customers, and partnering with adjacent technology providers[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - The company's initial focus is on manufacturing and distribution material handling vehicles, with plans to broaden into mining, construction, and agriculture[62](index=62&type=chunk)[63](index=63&type=chunk) - Revenue is generated from three main sources: Deployment (project-based fees for setup), EAS Subscription (recurring revenue for software and data services), and DriveMod Customization (NRE contracts for new vehicle integrations or features)[65](index=65&type=chunk)[66](index=66&type=chunk)[68](index=68&type=chunk) [Technology, Competition, and Regulations](index=16&type=section&id=Technology%2C%20Competition%2C%20and%20Regulations) Cyngn's DriveMod technology integrates proprietary AV systems, competes with diverse industry players, mitigates regulatory risks by focusing on private property, and prioritizes data privacy and electric vehicle platforms - The core technology stack includes proprietary systems for mapping & localization, perception (sensor fusion), dynamic path planning, and a decision engine[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - The 'Cyngn-by-Wire' (CbW) software subsystem enables AV actuation on vehicles with both modern Drive-by-Wire (DbW) and legacy electronic control units (ECUs)[79](index=79&type=chunk) - Competition includes traditional industrial vehicle manufacturers (e.g., Crown Equipment), robotics providers (e.g., Locus Robotics, SeeGrid), and software companies (e.g., Brain Corp, Oxbotica)[83](index=83&type=chunk) - The company primarily targets enterprise customers on private property to reduce exposure to complex public road regulations, while complying with workplace standards like OSHA and ISO on a case-by-case basis[85](index=85&type=chunk)[86](index=86&type=chunk) [Intellectual Property, Human Capital, and Corporate Information](index=18&type=section&id=Intellectual%20Property%2C%20Human%20Capital%2C%20and%20Corporate%20Information) Cyngn protects its technology with **3 granted** and **19 pending** patents, employs **66 staff**, and pivoted from a mobile OS to autonomous driving in 2017, with its stock trading on Nasdaq - As of the report date, the company has **3 granted patents** and **19 pending patent applications** covering its technology stack of **over 30 subsystems**[90](index=90&type=chunk) - The company had **66 full-time employees** as of the report date, with the majority located in Silicon Valley, California[91](index=91&type=chunk) - Originally founded as Cyanogen, Inc. in 2013 to commercialize a mobile operating system, the company pivoted to autonomous driving and was renamed Cyngn Inc. in May 2017[95](index=95&type=chunk)[96](index=96&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from emerging AV technology, limited operating history, intense competition, financial losses, capital needs, operational challenges, IP protection, data privacy, and stock market volatility [Risks Related to Technology, Business, and Industry](index=19&type=section&id=Risks%20Related%20to%20Technology%2C%20Business%2C%20and%20Industry) Cyngn's business faces risks from emerging AV technology, reliance on third-party OEMs, limited operating history, intense competition, regulatory challenges, and an unproven business model for scaled commercialization - Autonomous driving is an emerging technology with significant risks; the company's technology is dependent on partnerships with OEMs and other third-party suppliers, exposing it to risks of component defects and development delays[99](index=99&type=chunk)[100](index=100&type=chunk) - The company has a limited operating history in a new, rapidly evolving market and its technology has not yet been commercialized at scale[103](index=103&type=chunk)[104](index=104&type=chunk) - The market for autonomous industrial vehicles is highly competitive, with competition from traditional vehicle manufacturers, robotics companies, software firms, and large corporations with greater financial resources[108](index=108&type=chunk)[110](index=110&type=chunk)[112](index=112&type=chunk) - Strategic collaborations with third parties are crucial but subject to risks such as termination of agreements, which could delay deployment and commercialization efforts[113](index=113&type=chunk)[114](index=114&type=chunk) [Risks Related to Financial Position and Need for Additional Capital](index=22&type=section&id=Risks%20Related%20to%20Financial%20Position%20and%20Need%20for%20Additional%20Capital) The company has a history of significant net losses, with a **$19.2 million** loss in 2022 and a **$135.7 million** accumulated deficit, anticipating higher future losses and a need for additional dilutive capital Net Loss and Accumulated Deficit | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Loss** | $19.2M | $7.8M | | **Accumulated Deficit (as of Dec 31)** | $135.7M | $116.5M | - The company expects to incur significantly higher losses in future periods due to increased spending on R&D, commercial deployments, sales and marketing, and G&A functions to support growth as a public company[116](index=116&type=chunk) - The commercialization of autonomous vehicles is capital-intensive, and the company may need to raise additional funds through equity or debt financing, which could result in substantial dilution to existing stockholders[121](index=121&type=chunk)[122](index=122&type=chunk) [Risks Related to Business Operations](index=24&type=section&id=Risks%20Related%20to%20Business%20Operations) Cyngn's success depends on key personnel, effective growth management, and mitigating risks from product liability, software failures, negative publicity, and global events impacting operations and capital - The company's success depends on retaining its senior management and key technical employees, facing intense competition for talent in the technology industry[124](index=124&type=chunk)[125](index=125&type=chunk) - Expected business growth will place a significant strain on managerial, operational, and financial resources, requiring effective management and scaling of infrastructure[126](index=126&type=chunk) - The company may be subject to product liability or warranty claims if its autonomous technology is involved in an accident, which could result in significant costs and reputational harm[131](index=131&type=chunk) - Pandemics like COVID-19, geopolitical conflicts such as the war in Ukraine, and other global events could disrupt business operations, supply chains, and capital markets[134](index=134&type=chunk)[135](index=135&type=chunk)[138](index=138&type=chunk) [Risks Related to Intellectual Property, IT, and Data Privacy](index=27&type=section&id=Risks%20Related%20to%20Intellectual%20Property%2C%20IT%2C%20and%20Data%20Privacy) The company faces IP infringement litigation risks, challenges in protecting its own IP, open-source software disclosure risks, cybersecurity threats to vehicle safety, and complex data privacy compliance issues - The company may face litigation from third parties for intellectual property infringement, which could result in substantial costs, injunctions, or the need to redesign technology[140](index=140&type=chunk)[142](index=142&type=chunk) - Failure to adequately protect its own intellectual property could result in competitors offering similar products, leading to a loss of competitive advantage[146](index=146&type=chunk) - The use of open-source software in products could require public disclosure of proprietary source code under certain licenses, harming the company's competitive position[160](index=160&type=chunk) - The company is subject to a variety of complex U.S. and foreign data privacy laws (e.g., GDPR), and failure to comply could result in significant fines, regulatory action, and reputational harm[163](index=163&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Risks Related to Common Stock](index=35&type=section&id=Risks%20Related%20to%20Common%20Stock) Common stock risks include potential Nasdaq delisting, high public company compliance costs, price volatility, dilution from future sales, concentrated ownership, and reduced reporting as an emerging growth company - On December 15, 2022, the company received a notification from Nasdaq for not meeting the minimum **$1.00 per share** bid price requirement, posing a risk of delisting if compliance is not regained by **June 13, 2023**[173](index=173&type=chunk) - Operating as a public company incurs significant legal and accounting costs, and management must devote substantial time to compliance with regulations like the Sarbanes-Oxley Act[175](index=175&type=chunk)[176](index=176&type=chunk) - Executive officers, directors, and principal stockholders beneficially own **approximately 52%** of the common stock, giving them the ability to significantly influence all matters submitted to stockholders for approval[184](index=184&type=chunk) - The company is an "emerging growth company" and has elected to use exemptions from certain reporting requirements, which may make its common stock less attractive to investors[189](index=189&type=chunk) [Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[197](index=197&type=chunk) [Properties](index=39&type=section&id=Item%202.%20Properties) The company's corporate headquarters and main operational facility is a leased space of approximately **16,400 square feet** located in Menlo Park, California - The company's corporate headquarters is a leased facility of approximately **16,400 square feet** in Menlo Park, California, which houses its vehicle engineering, software engineering, and business units[198](index=198&type=chunk) [Legal Proceedings](index=39&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings outside the ordinary course of business - The company is not a party to any pending legal proceeding that is not in the ordinary course of business or otherwise material to its financial condition[199](index=199&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[200](index=200&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Cyngn's common stock trades on Nasdaq (CYN) since October 2021, with **89 shareholders** of record, and the company does not intend to pay cash dividends, retaining earnings for business development - The company's common stock trades on the Nasdaq Capital Market under the symbol 'CYN' since October 20, 2021[202](index=202&type=chunk) - As of December 31, 2022, there were **89 shareholders** of record[203](index=203&type=chunk) - The company has no present intention of paying cash dividends and plans to retain all future earnings to fund business expansion[204](index=204&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, Cyngn recognized its first revenue of **$262.0 thousand**, but net loss increased to **$19.2 million** due to higher R&D and G&A expenses, with liquidity supported by **$10.5 million** cash and **$12.1 million** investments [Results of Operations](index=43&type=section&id=Results%20of%20Operations) In 2022, Cyngn generated **$262.0 thousand** in revenue, primarily from NRE, but R&D expenses rose **90.0%** to **$9.5 million** and G&A expenses increased **126.7%** to **$10.0 million**, leading to a **$19.2 million** net loss Comparison of Operations (2022 vs 2021) | Financial Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $262.0K | $0 | N/A | | **Cost of Revenue** | $186.8K | $0 | N/A | | **Research and Development** | $9.5M | $5.0M | +90.0% | | **General and Administrative** | $10.0M | $4.4M | +126.7% | | **Loss from Operations** | ($19.4M) | ($9.4M) | +106.4% | | **Net Loss** | ($19.2M) | ($7.8M) | +146.8% | - Revenue in 2022 was primarily derived from fixed-price NRE contracts (**$250.0 thousand**) and sales of the Infinitracker device (**$12.0 thousand**)[225](index=225&type=chunk)[226](index=226&type=chunk) - Cost of revenue in 2022 included a **$114.7 thousand** provision for an anticipated loss on an NRE contract[228](index=228&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2022, liquidity included **$10.5 million** cash and **$12.1 million** short-term investments, bolstered by **$18.1 million** from a private placement, with management projecting sufficient funds for one year Liquidity Position (as of Dec 31) | Asset | 2022 | 2021 | | :--- | :--- | :--- | | **Unrestricted Cash** | $10.5M | $21.9M | | **Short-term Investments** | $12.1M | $0 | - The company received net proceeds of approximately **$18.1 million** from a private placement offering on **April 29, 2022**[236](index=236&type=chunk) Cash Flow Summary (2022 vs 2021) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | **Net Cash Used in Operating** | ($16.3M) | ($8.6M) | | **Net Cash Used in Investing** | ($13.3M) | ($20K) | | **Net Cash Provided by Financing** | $18.2M | $24.2M | - Management believes that existing cash and short-term investments are sufficient to fund operations for at least one year from the report's issuance date[238](index=238&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Disclosure is not required as the company qualifies as a 'Smaller Reporting Company' - Disclosure is not required as the company qualifies as a 'Smaller Reporting Company'[245](index=245&type=chunk) [Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited consolidated financial statements for 2022 show total assets of **$25.5 million**, liabilities of **$1.4 million**, equity of **$24.1 million**, revenue of **$262,000**, and a net loss of **$19.2 million** [Consolidated Financial Statements](index=47&type=section&id=Consolidated%20Financial%20Statements) Consolidated financial statements show total assets of **$25.5 million** and liabilities of **$1.4 million** as of December 31, 2022, with 2022 revenue of **$262,000** and a net loss of **$19.2 million** Consolidated Balance Sheet Data (as of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Total Assets** | $25.5M | $22.7M | | **Total Liabilities** | $1.4M | $0.4M | | **Total Stockholders' Equity** | $24.1M | $22.2M | Consolidated Statement of Operations Data (Year Ended Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Revenue** | $262K | $0 | | **Total Costs and Expenses** | $19.7M | $9.4M | | **Net Loss** | ($19.2M) | ($7.8M) | | **Net Loss Per Share (basic & diluted)** | ($0.62) | ($1.33) | Consolidated Cash Flow Data (Year Ended Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($16.3M) | ($8.6M) | | **Net Cash Used in Investing Activities** | ($13.3M) | ($20K) | | **Net Cash Provided by Financing Activities** | $18.2M | $24.2M | [Notes to Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the 2021 IPO (**$23.3 million** net proceeds) and 2022 private placement (**$20 million** gross proceeds), first revenue in 2022 (**95.4%** from one customer), and significant NOL carryforwards with a full valuation allowance - The company closed its IPO on **October 22, 2021**, generating net proceeds of **$23.3 million**[269](index=269&type=chunk) - A private placement offering on **April 29, 2022**, resulted in gross proceeds of approximately **$20 million** from the sale of common stock, pre-funded warrants, and common warrants[273](index=273&type=chunk)[276](index=276&type=chunk) - One domestic customer accounted for **95.4%** of the revenue recognized in 2022[317](index=317&type=chunk) - As of December 31, 2022, the company had significant federal (**$109.1M**) and state (**$105.9M**) net operating loss carryforwards, but a full valuation allowance has been provided against the resulting deferred tax assets[360](index=360&type=chunk)[361](index=361&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=71&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports that there were no disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the last two fiscal years - There were no disagreements with accountants on accounting and financial disclosure during the two most recent fiscal years[375](index=375&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, having remediated a material weakness in third-party oversight - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[377](index=377&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[378](index=378&type=chunk) - A material weakness identified during the second quarter of 2022, related to ineffective oversight of third parties in the financial reporting process, was successfully remediated as of December 31, 2022[381](index=381&type=chunk) [Other Information](index=72&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[384](index=384&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=72&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[385](index=385&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=73&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Key leadership includes CEO Lior Tal and CFO Donald Alvarez, with a five-member board comprising three independent directors and three independent committees, complying with Nasdaq's diversity rules - The executive officers are Lior Tal (CEO), Donald Alvarez (CFO), and Ben Landen (VP of Business Development)[389](index=389&type=chunk) - The Board of Directors is comprised of five members: Lior Tal, Donald Alvarez, Karen Macleod, Colleen Cunningham, and James McDonnell. Ms. Macleod, Ms. Cunningham, and Mr. McDonnell are independent directors[401](index=401&type=chunk) - The board has three standing committees (Audit, Compensation, Nominating and Corporate Governance), each composed entirely of independent directors[405](index=405&type=chunk)[406](index=406&type=chunk)[408](index=408&type=chunk) - The company is in compliance with Nasdaq's board diversity rules, with a board composition of **two female** and **three male** directors as of **March 16, 2023**[413](index=413&type=chunk)[414](index=414&type=chunk) [Executive Compensation](index=77&type=section&id=Item%2011.%20Executive%20Compensation) In 2022, CEO Lior Tal's total compensation was **$1,952,831**, including salary, bonus, and option awards, while independent directors received cash compensation and RSU awards 2022 Summary Compensation Table | Name and Principal Position | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | **Lior Tal** (CEO) | 500K | 300K | 1.15M | 1.95M | | **Donald Alvarez** (CFO) | 300K | - | 300K | 600K | | **Ben Landen** (VP of Business Development) | 250K | - | 81K | 331K | - CEO Lior Tal's 2022 employment agreement includes a **$500,000** base salary and a target annual performance bonus of **60%** of his base salary[417](index=417&type=chunk)[418](index=418&type=chunk) - Independent directors receive **$35,000** in annual cash compensation, plus additional fees for committee chairpersons, and are granted initial and annual RSU awards[426](index=426&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=80&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 15, 2023, **33.7 million** shares were outstanding, with executive officers and directors owning **17.90%**, and major beneficial owners including Benchmark (**27.40%**) and Andreessen Horowitz (**15.52%**) Beneficial Ownership (as of March 15, 2023) | Owner | Percentage of Common Stock | | :--- | :--- | | **Entities affiliated with Benchmark** | 27.40% | | **Andreessen Horowitz Fund III, L.P.** | 15.52% | | **Entities affiliated with Redpoint** | 7.31% | | **All Executive Officers and Directors as a Group** | 17.90% | - The calculation of beneficial ownership is based on **33,719,592 shares** of common stock outstanding on **March 15, 2023**[429](index=429&type=chunk) - The 2021 Equity Incentive Plan includes an automatic annual increase to the share reserve, effective on the first day of each fiscal year[433](index=433&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=82&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has investor rights and indemnification agreements, a formal policy for audit committee approval of related party transactions, and a board with three independent directors - The company is party to an investor rights agreement that provides certain stockholders with registration rights for their shares[436](index=436&type=chunk) - Indemnification agreements are in place with all directors and executive officers, providing for indemnification and advancement of expenses to the fullest extent permitted by Delaware law[437](index=437&type=chunk) - A formal policy requires the audit committee to review and approve any related party transaction where the amount involved exceeds the lesser of **$120,000** or **1%** of the company's average total assets[443](index=443&type=chunk) - The board has determined that three of its five directors—Karen Macleod, Colleen Cunningham, and James McDonnell—are independent[445](index=445&type=chunk) [Principal Accountant Fees and Services](index=83&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's principal accountant, Marcum LLP, billed a total of **$268,011** in fees for the fiscal year ended December 31, 2022 Accountant Fees (Marcum LLP) | Fee Category | 2022 | 2021 | | :--- | :--- | :--- | | **Audit fees** | $230K | $185K | | **Audit-related fees** | $27K | $75K | | **All other fees** | $11K | $7K | | **Total fees** | $268K | $268K | PART IV [Exhibits, Financial Statement Schedules](index=84&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists exhibits filed with the Form 10-K, including corporate documents, material contracts, and officer certifications, with financial statement schedules omitted as not applicable - This section provides a list of all exhibits filed with the annual report, including corporate governance documents, material contracts, and required certifications[450](index=450&type=chunk) - All financial statement schedules have been omitted because they are not applicable or the necessary information is already present in the financial statements or accompanying notes[451](index=451&type=chunk) [Form 10-K Summary](index=85&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[454](index=454&type=chunk)

Cyngn Inc. (NASDAQ:CYN) Q4 2022 Earnings Conference Call March 15, 2023 4:30 PM ET Company Participants Ben Mimmack - Head of Investor Relations Lior Tal - Chairman & CEO Donald Alvarez - CFO & Director Ben Landen - VP, Business Development Conference Call Participants Theodore O'Neill - Litchfield Hills Research Rommel Dionisio - Aegis Capital Corporation Darin Tuttle - Singular Research Brian Dobson - Chardan Capital Markets Operator Greetings, and welcome to the Cyngn Fourth Quarter and Full Year 2022 E ...

www.cyngn.com 6,000 lbs Avoids Obstacles Autonomous vehicle solutions for industrial and commercial enterprises Investor Presentation/ November 2022 Autonomous vehicle solutions for industrial and commercial enterprises 02 / 30 Cautionary Note on Forward-looking Statements This presentation of Cyngn, Inc. ("the Company") contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act and other securities law. Words such as "expects," "intends," "plans," "believes," " ...

CYNGN, Inc. (NASDAQ:CYN) Q3 2022 Earnings Conference Call November 9, 2022 5:00 PM ET Company Participants Carolyne Sohn - The Equity Group Lior Tal - Chairman & CEO Donald Alvarez - CFO & Director Ben Landen - VP, Business Development Conference Call Participants Theodore O'Neill - Litchfield Hills Research Rommel Dionisio - Aegis Capital Operator Greetings, and welcome to the Cyngn Third Quarter 2022 Financial Results Conference Call. [Operator Instructions]. As a reminder, this conference is being record ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the company's unaudited interim financial statements, management's analysis of financial condition and operations, market risk disclosures, and internal controls assessment [Item 1. Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported no revenue for the periods ended September 30, 2022 and 2021, with net loss for the nine months ended September 30, 2022, significantly increasing to $13.7 million from $5.7 million in the prior-year period due to higher operating expenses, while total assets strengthened to $29.7 million from $22.7 million at year-end 2021, primarily due to cash from financing activities being converted into short-term investments, with robust cash flows from financing activities at $18.2 million fueled by a private placement offering [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2022, the company's total assets grew to $29.7 million, up from $22.7 million at the end of 2021, driven by the addition of $22.0 million in short-term investments, although cash decreased from $21.9 million to $5.6 million, while total liabilities increased to $0.95 million from $0.41 million, and total stockholders' equity rose to $28.8 million from $22.2 million, reflecting proceeds from stock issuances Consolidated Balance Sheet Highlights (Unaudited) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash | $5,631,256 | $21,945,981 | | Short-term investments | $21,987,662 | $0 | | **Total Assets** | **$29,732,557** | **$22,654,989** | | Total current liabilities | $945,749 | $407,427 | | **Total Stockholders' Equity** | **$28,786,808** | **$22,247,562** | | **Total Liabilities and Stockholders' Equity** | **$29,732,557** | **$22,654,989** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) The company generated no revenue in the third quarter or first nine months of 2022, with the net loss for the third quarter of 2022 more than doubling to $5.3 million from $2.1 million in Q3 2021, and for the nine-month period, the net loss increased to $13.7 million from $5.7 million year-over-year, primarily due to significant increases in both Research and Development (R&D) and General and Administrative (G&A) expenses Consolidated Statements of Operations Highlights (Unaudited, in thousands) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | $0 | $0 | | Research and development | $2,725.9 | $1,151.1 | $6,662.7 | $2,917.3 | | General and administrative | $2,552.4 | $973.9 | $7,047.2 | $2,851.1 | | **Loss from operations** | **($5,278.3)** | **($2,125.1)** | **($13,709.9)** | **($5,768.4)** | | **Net loss** | **($5,259.4)** | **($2,099.2)** | **($13,690.4)** | **($5,742.6)** | | Net loss per share | ($0.16) | ($2.17) | ($0.45) | ($5.94) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, net cash used in operating activities increased to $11.6 million from $5.7 million in the prior-year period, reflecting the higher net loss, while net cash used in investing activities was $23.0 million, mainly for purchasing short-term investments, and net cash provided by financing activities was $18.2 million, primarily from a private placement offering, resulting in a net decrease in cash and restricted cash of $16.3 million, with the period-end balance at $5.7 million Consolidated Cash Flow Highlights (Unaudited, for the nine months ended September 30) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(11,598,985) | $(5,684,666) | | Net cash (used in) provided by investing activities | $(22,954,516) | $28,965 | | Net cash provided by financing activities | $18,238,776 | $900,195 | | **Net decrease in cash and restricted cash** | **$(16,314,725)** | **$(4,755,506)** | | **Cash and restricted cash, end of period** | **$5,681,256** | **$1,700,684** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's business as an autonomous driving software developer (DriveMod), its recent financing activities including a 2021 IPO and a 2022 private placement, and its accounting policies, highlighting the full forgiveness of PPP loans, an increase in intangible assets from an IP acquisition, and a significant rise in stock-based compensation, while maintaining a full valuation allowance against its deferred tax assets and reporting no material legal contingencies - Cyngn develops autonomous driving software (DriveMod) for industrial vehicles, operating as a single business segment[24](index=24&type=chunk) - In April 2022, the company closed a private placement offering, selling common stock and warrants for gross proceeds of approximately **$20 million**[29](index=29&type=chunk)[33](index=33&type=chunk) - Management asserts that based on current cash, short-term investments, and projections, the company has sufficient funds to operate for at least one year from the report's issuance date[36](index=36&type=chunk) - All Paycheck Protection Program (PPP) loans received in 2020 and 2021 have been fully forgiven by the SBA, with no outstanding balance as of September 30, 2022[81](index=81&type=chunk)[82](index=82&type=chunk) - Stock-based compensation expense for the nine months ended September 30, 2022, was **$2.0 million**, a substantial increase from **$0.2 million** in the same period of 2021[110](index=110&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses its focus on developing its Enterprise Autonomy Suite (EAS) for industrial vehicles, with a go-to-market strategy targeting OEMs and end-users, noting that the company has not yet generated recurring revenue but anticipates project-based revenue from pilot deployments in 2022-2023, with scaled deployments targeted for 2024, while attributing the significant increase in operating expenses to expanded R&D personnel and costs associated with being a public company, and confirming strong liquidity following a 2021 IPO and a 2022 private placement, with sufficient funds projected for at least the next year [Overview](index=26&type=section&id=MD%26A_Overview) Cyngn is an autonomous vehicle (AV) technology company focused on industrial applications, with its core offering being the Enterprise Autonomy Suite (EAS), which includes DriveMod (AV software), Cyngn Insight (fleet management), and Cyngn Evolve (AI/ML development tools), planning to generate revenue through deployment projects and a Software as a Service (SaaS) subscription model, and while components of EAS have been used in paid trials, recurring revenue has not yet been established, with scaled deployments targeted for 2024 - The company is developing an Enterprise Autonomy Suite (EAS) for industrial AVs, comprising DriveMod, Cyngn Insight, and Cyngn Evolve[126](index=126&type=chunk)[128](index=128&type=chunk) - The revenue model is expected to be a combination of initial deployment project fees and ongoing Software as a Service (SaaS) subscriptions[131](index=131&type=chunk) - The company targets scaled deployments to begin in **2024**, with limited paid pilot deployments expected in **2022 and 2023** to offset some R&D costs[133](index=133&type=chunk) [Results of Operations](index=29&type=section&id=MD%26A_Results_of_Operations) The company generated no revenue, with R&D expenses for the nine months ended September 30, 2022, increasing 128% to $6.7 million, driven by higher personnel and contractor costs, and General and administrative expenses rising 147% to $7.0 million over the same period, due to increased staff, occupancy costs, D&O insurance, and public company compliance fees Operating Expense Comparison (Nine Months Ended Sep 30) | Expense Category | 2022 | 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and Development | $6.7M | $2.9M | +$3.7M | +128% | | General and Administrative | $7.0M | $2.9M | +$4.2M | +147% | - The increase in R&D expense is attributed to a rise in personnel, external contractors, occupancy costs, and travel related to AV technology development[149](index=149&type=chunk)[150](index=150&type=chunk) - The increase in G&A expense was driven by higher personnel costs, expanded office lease, D&O insurance, and professional fees for compliance and regulatory filings post-IPO[151](index=151&type=chunk)[153](index=153&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=MD%26A_Liquidity_and_Capital_Resources) As of September 30, 2022, the company's liquidity consisted of $5.6 million in unrestricted cash and $22.0 million in short-term investments, with its financial position significantly strengthened by net proceeds of $23.3 million from its October 2021 IPO and $18.1 million from an April 2022 private placement, leading management to believe these funds are sufficient to sustain operations for at least one year - As of September 30, 2022, the company had **$5.6 million** in unrestricted cash and **$22.0 million** in short-term investments[157](index=157&type=chunk) - Liquidity was bolstered by net proceeds of **$23.3 million** from the 2021 IPO and **$18.1 million** from the 2022 private placement[157](index=157&type=chunk) - Management has concluded that the company has sufficient funds for sustainable operations for at least one year from the report's issuance date[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not required for smaller reporting companies, and therefore no information is provided - Disclosure is not required for smaller reporting companies[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that as of September 30, 2022, the company's disclosure controls and procedures were not effective, based on a material weakness identified in the second quarter of 2022 related to ineffective oversight of third-party financial reporting assistance, but the company has implemented changes to remediate this weakness and expects it to be fully remediated and tested during the fourth quarter of 2022 - Management concluded that disclosure controls and procedures were not effective as of September 30, 2022[170](index=170&type=chunk) - A material weakness was identified in Q2 2022 related to 'ineffective oversight of third parties engaged to assist in the Company's financial reporting and disclosure process'[171](index=171&type=chunk) - Remediation actions have been implemented, and the company expects the material weakness to be fully remediated and tested in Q4 2022[171](index=171&type=chunk) [PART II - OTHER INFORMATION](index=33&type=section&id=PART%20II%20OTHER%20INFORMATION) This section addresses legal proceedings, updates on risk factors, and details on unregistered equity sales [Item 1. Legal Proceedings](index=33&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports that it is not currently a party to any material legal proceedings - As of the reporting date, the company is not involved in any material legal proceedings[176](index=176&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred to the risk factors disclosed in the Form 10-K[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities during the period - None reported[178](index=178&type=chunk)

Cyngn Inc. (NASDAQ:CYN) Q2 2022 Earnings Conference Call August 10, 2022 5:00 PM ET Company Participants Carolyne Sohn - The Equity Group Lior Tal - Chairman & CEO Donald Alvarez - CFO Ben Landen - VP, Business Development Conference Call Participants Rommel Dionisio - Aegis. Operator Greetings, and welcome to Cyngn's Second Quarter 2022 Financial Results Conference Call. At this time all participants are in a listen-only mode. A question and answer session will follow the formal presentation. [Operator Ins ...

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