Cyngn Announces Pricing of $20.0 Million Follow On Offering Priced At-the-Market

MENLO PARK, Calif., Dec. 20, 2024. Cyngn Inc. (the "Company" or "Cyngn") (Nasdaq: CYN), a developer of AI-powered autonomous driving software solutions for industrial applications, today announced the pricing of a follow on offering, priced at the market, with gross proceeds to the Company expected to be approximately $20.0 million, before deducting placement agent fees and other estimated offering expenses payable by the Company.

The offering consists of 12,422,360 Common Units (or Pre-Funded Units), each consisting of one (1) share of Common Stock or one (1) Pre-Funded Warrant to purchase one (1) share of Common Stock, one (1) Series A Common Warrant to purchase one (1) share of Common Stock per warrant, and one (1) Series B Common Warrant to purchase one (1) share of Common Stock per warrant. The public offering price per Common Unit is $1.61 (or $1.6099 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $2.0125 per share of Common Stock. The Series A Common Warrants are exercisable upon stockholder approval and expire 60 months thereafter.   The initial exercise price of each Series B Common Warrant is $2.0125 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Common Warrants are exercisable upon stockholder approval and expire 30 months thereafter.  

Aggregate gross proceeds to the Company are expected to be approximately $20.0 million. The transaction is expected to close on or about December 23, 2024, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for working capital and other general corporate purposes, including repayment of outstanding senior notes.

Aegis Capital Corp. is acting as Exclusive Placement Agent for the offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

A registration statement on Form S-1 (No. 333-283514) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on November 27, 2024 was declared effective by the SEC on December 19, 2024. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.