Empery Asset Management and Ryan M. Lane report 1,404,049 shares of Cyngn Inc. Common Stock, representing 9.99% of the class. The percentage is calculated on 13,608,281 shares outstanding as of March 26, 2026 and includes 446,265 shares issuable upon exercise of Warrants (subject to a 9.99% exercise Blocker). The Filing states the Investment Manager and Mr. Lane may be deemed beneficial owners of the shares held by the Empery Funds but disclaim direct beneficial ownership of shares held by others.
Positive
None.
Negative
None.
Insights
Empery holds a near-10% stake in Cyngn, capped by a contractual 9.99% blocker.
Empery Asset Management and affiliated Reporting Individual report shared voting and dispositive power over 1,404,049 shares, calculated including warrants exercisable into 446,265 shares. The reported stake equals the 9.99% beneficial-ownership cap under the warrant terms.
Key dependencies include warrant exercise mechanics and the Blocker; changes in outstanding shares or additional transactions by holders could change Empery's voting influence. Subsequent filings would show any exercises or changes.
Filing is a standard Schedule 13G disclosure with customary joint-filer disclaimers.
The statement clarifies roles: the Investment Manager manages Empery Funds and Mr. Lane is a managing member with investment discretion. It disclaims constructive ownership claims among Reporting Persons while providing the required cover-page voting/dispositive figures and percentage calculation basis.
Watch for future amendments if warrants are exercised (subject to the Blocker) or if outstanding share count changes; any exercise beyond the Blocker would require procedural resolution or amendment.
Key Figures
Shares beneficially owned:1,404,049 sharesPercent of class:9.99%Shares outstanding:13,608,281 shares+1 more
4 metrics
Shares beneficially owned1,404,049 sharesreported on Schedule 13G by Empery and Ryan M. Lane
Percent of class9.99%calculated on 13,608,281 shares outstanding as of March 26, 2026
Shares outstanding13,608,281 sharesas of March 26, 2026 (basis for percentage)
Warrants exercisable446,265 sharesshares issuable upon exercise of the Warrants included in reported position
Key Terms
Warrants, Blocker, Beneficially owned
3 terms
Warrantsfinancial
"Includes 446,265 shares of Common Stock issuable upon exercise of the Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Blockerregulatory
"the Reporting Persons cannot exercise the Warrants to the extent ... more than 9.99% (the "Blocker")"
Beneficially ownedregulatory
"may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cyngn Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
23257B305
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
23257B305
1
Names of Reporting Persons
Empery Asset Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,404,049.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,404,049.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,404,049.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 446,265 shares of Common Stock issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP Number(s):
23257B305
1
Names of Reporting Persons
Ryan M. Lane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,404,049.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,404,049.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,404,049.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 446,265 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cyngn Inc.
(b)
Address of issuer's principal executive offices:
1344 Terra Bella Avenue, Mountain View, CA 94043
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Common Stock, par value $0.00001 per share (the "Common Stock") and Common Stock issuable upon exercise of warrants (the "Warrants") of Cyngn Inc., a Delaware corporation (the "Company"):
(i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); and
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each of the Empery Funds. Mr. Lane (the "Reporting Individual") is the managing member of a limited liability company that is the managing member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP Number(s):
23257B305
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 13,608,281 shares of Common Stock outstanding as of March 26, 2026, as reported in the Company's Annual Report on From 10-K filed with the Securities and Exchange Commission on March 27, 2026, and assumes exercise of the Warrants (subject to the Blocker (as defined below)).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"), and the shares of Common Stock listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker.
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The Reporting Individual, as the managing member of the limited liability company that is the managing member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants (subject to the Blocker) held by, by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individual hereby disclaims any beneficial ownership of any such Common Stock.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a) above.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Empery Asset Management hold in Cyngn (CYN)?
Empery reports beneficial control of 1,404,049 shares, equal to 9.99% of the class based on 13,608,281 shares outstanding as of March 26, 2026. The total counts include shares issuable on exercise of warrants.
How many warrant‑derived shares are included in Empery’s position?
The filing states 446,265 shares are issuable upon exercise of the Warrants and are included in the reported 1,404,049 share figure, subject to the contractual 9.99% exercise limit (the Blocker).
What is the Blocker referenced in the Schedule 13G?
The Blocker prevents exercise of the Warrants to the extent such exercise would cause beneficial ownership to exceed 9.99%. The reported percentage and share counts reflect this contractual limitation.
Does Mr. Ryan M. Lane personally own the reported shares?
Mr. Lane is disclosed as the Reporting Individual with shared voting and dispositive power over the 1,404,049 shares via his managerial roles; the filing also includes a disclaimer that the Reporting Persons do not admit beneficial ownership of shares held by another Reporting Person.
What share count and date were used to calculate the 9.99%?
The percentage is calculated using 13,608,281 shares outstanding as of March 26, 2026, sourced from the company’s Annual Report on Form 10‑K filed March 27, 2026, as stated in the filing.
