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): June 16, 2022

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 16, 2022, Mitch Lasky notified the Board of Directors (the “Board”) of Cyngn Inc. (the “Company”) that he will not stand for re-election at the Company’s 2022 Annual Meeting of stockholders (“Annual Meeting”). Accordingly, Mr. Lasky will not be nominated by the Board for election at our Annual Meeting. Mr. Lasky will continue to serve as a director until the date of our Annual Meeting.

Mr. Lasky’s decision not to stand for re-election is not because of any disagreement with the Company, on any matter relating to the Company’s operations, policies or practices.

In accordance with the Company’s fifth amended and restated certificate of incorporation, the Board is divided into three staggered classes of directors. At the Annual Meeting, two Class I directors will be elected for a three-year term. Each director’s term continues until the election and qualification of their successors, or such director’s earlier death, resignation, or removal. Currently, Lior Tal and Mitch Lasky are Class I directors, Karen Macleod and James McDonnell are Class II directors and Colleen Cunningham is a Class III director.

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: June 22, 2022

	CYNGN INC.

	By:	/s/ Donald Alvarez
		Donald Alvarez
		Chief Financial Officer

Cyngn Inc. filed SEC Form 8-K: Leadership Update