false
0001874097
0001874097
2025-08-12
2025-08-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August
12, 2025
CYNGN INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-40932 |
|
46-2007094 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1344 Terra Bella
Mountain View, CA 94043
(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.
Appointment of Chief Financial Officer
Effective August 12, 2025, Natalie Russell (age 30) was appointed Chief
Financial Officer of Cyngn Inc. (the “Company”).
Mrs. Russell, previously served as the Company’s Interim Chief
Financial Officer since June 6, 2025. Mrs. Russell joined the Company in March 2023 as Director of Accounting. Prior to
joining the Company, Mrs. Russell was a Technical Accounting Manager at SOAProjects, Inc., from December 2022 to March 2023,
where she specialized in technical accounting research and financial reporting for clients in the technology and life sciences industries.
Mrs. Russell began her career in the audit and assurance practice of Ernst & Young from September 2017 to December 2022.
Mrs. Russell is a Certified Public Accountant in the state of California. She holds a Bachelor of Science in Business Administration
from the University of Dayton.
In connection with her appointment as Chief Financial Officer, the
Company entered into an offer letter (the “Offer Letter”) with Mrs. Russell dated August 12, 2025. Pursuant to the terms of
the Offer Letter, Mrs. Russell will receive an annual base salary of $250,000 and will be eligible to receive a pro-rated target discretionary
annual bonus of up to 20% of her base salary, based on the Company’s performance and her individual performance, subject to the
Company’s policy for paying bonus and the sole discretion of the Company.
In connection with Mrs. Russell’s appointment, the Company also
entered into a Severance and Change of Control Agreement (the “Severance Agreement”) with Mrs. Russell. The Severance Agreement
provides for a lump sum payment to the officer if the Company terminates the officer’s employment without Cause (as defined in the
Severance Agreement), or if the officer terminates its employment for Good Reason (as defined in the Severance Agreement) or in the case
of a Change of Control (as defined in the Severance Agreement) of the Company. The term, Change of Control, includes the acquisition of
Common Stock of the Company resulting in one person or company owning more than 50% of the outstanding shares, a merger, consolidation
or similar transaction resulting in the transfer of ownership of more than fifty percent (50%) of the Company’s outstanding Common
Stock, or a liquidation or dissolution of the Company or sale of substantially all of the Company’s assets.
In the event that, the Company terminates the officer’s employment
without Cause (as defined in the Severance Agreement), or if the officer terminates her employment for Good Reason (as defined in the
Severance Agreement), or in the event of a termination within sixty days before or six months following the consummation of a Change of
Control (as such events are defined in the Severance Agreement), then the Company will pay the officer (i) a lump sum amount equal to
six months of the officer’s then current base salary, plus (ii) the annual bonus, pro-rated based on the officer’s termination
date, or the lump sum amount equal to six months of the annual bonus if termination is as a result of a Change of Control, that the officer
is eligible to receive for the calendar year in which the officer’s termination occurs assuming Company performance is achieved
at target (100% for both Company and personal performance), which will be payable within the period of time set forth in the Severance
Agreement following the termination of employment, (iii) 25%, or 50% if termination is as a result of a Change of Control, of the then-unvested
equity awards issued to the officer by the Company will be vested as of officer’s termination date or the Change of Control date
(if later), and (iv) 6 months of COBRA premium payments based on the coverages in effect as of the date of the officer’s termination
of employment. All of the officer’s severance benefits are subject to her execution of a release in a form reasonably acceptable
to the Company.
The foregoing summary of the Offer Letter and Severance Agreement do
not purport to be complete and are qualified in their entirety by reference to the full text of the Offer Letter and Severance Agreement,
copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference as if fully
set forth herein.
There are no arrangements or understandings between Mrs. Russell and
any other person pursuant to which she was appointed as Chief Financial Officer of the Company. There are no family relationships between
Mrs. Russell and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by the Company, dated August 14,
2025, relating to Mrs. Russell’s appointment as the Chief Financial Officer of the Company is attached hereto as Exhibit 99.1 to
this Form 8-K.
The information under this Item 7.01 and the press release attached
to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Offer Letter, dated August 12, 2025, between Cyngn Inc. and Natalie Russell |
| |
|
|
| 10.2 |
|
Severance and Change of Control Agreement, dated August 12, 2025, between Cyngn Inc. and Natalie Russell |
| |
|
|
| 99.1 |
|
Press Release of Cyngn Inc., dated August 14, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 15, 2025
| |
CYNGN INC. |
| |
|
| |
By: |
/s/ Natalie Russell |
| |
|
Natalie Russell |
| |
|
Chief Financial Officer |
