UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 3, 2025, the stockholders of Cyngn Inc. (the “Company”) approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2021 Equity Incentive Plan, as amended (the “Plan”), at its 2025 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading “Proposal No. 2: Amendment to the 2021 Equity Incentive Plan” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on October 22, 2025. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment. A copy of the Plan amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on December 3, 2025. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| 1. | The election of a Class I director to serve a three-year term expiring at the Company’s 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified. The nominee for election was Lior Tal; |
| 2. | The approval of the Plan Amendment to increase the number of shares of common stock available for issuance thereunder by 4,000,000 to 4,055,655; |
| 3. | The ratification of the appointment of CBIZ PCAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4. | The approval of an adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposal 2 or to establish a quorum. |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 2,805,978 of the 7,974,380 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | The stockholders approved the election of the director nominee to serve a three-year term as a Class I director until the 2028 annual meeting of stockholders and until such director’s respective successor is duly elected and qualified, which required the affirmative vote of holders of a plurality of the votes cast. The voting results were as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Lior Tal | 439,114 | 97,577 | 2,269,287 | |||||||||
| 2. | The stockholders approved the Plan Amendment, which required the affirmative vote of a majority of the votes cast. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 271,301 | 261,505 | 3,885 | 2,269,287 |
| 3. | The stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 2,579,045 | 75,951 | 150,982 | - |
| 4. | The stockholders approved the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposal 2 or to establish a quorum, which required the affirmative vote of a majority of the votes cast. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 265,183 | 263,510 | 7,998 | 2,269,287 |
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to 2021 Equity Incentive Plan | |
| 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 4, 2025
| CYNGN INC. | ||
| By: | /s/ Natalie Russell | |
| Natalie Russell | ||
| Chief Financial Officer | ||
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