UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
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| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 3.03 Material Modification to Rights of Security Holders.
On May 7, 2024, Cyngn Inc. (the “Company”) amended its Amended and Restated Bylaws (the “Amended Bylaws”), for the purpose of reducing the quorum required to hold meetings of the stockholders of the Company (the “Quorum Requirement”). The Amended Bylaws reduced the Quorum Requirement from a majority to one-third (1/3rd) of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting.
The Amended Bylaws was approved by the Board of Directors of the Company on May 7, 2024.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure provided under Item 3.03 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws, effective May 7, 2024 | |
| 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: May 10, 2024
| CYNGN INC. | ||
| By: | /s/ Donald Alvarez | |
| Donald Alvarez | ||
| Chief Financial Officer | ||
Exhibit 3.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED BYLAWS
OF
CYNGN INC.
(A Delaware Corporation)
The Amended and Restated Bylaws (the “Bylaws”) of Cyngn Inc. (the “Corporation”) are hereby amended as follows:
Article II, Section 2.6 of the Bylaws is deleted in its entirety and replaced with the following:
2.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of one-third (1/3rd) of the voting power of the shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time.
Cover |
May 07, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 07, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-40932 |
| Entity Registrant Name | CYNGN INC. |
| Entity Central Index Key | 0001874097 |
| Entity Tax Identification Number | 46-2007094 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1015 O’Brien Dr. |
| Entity Address, City or Town | Menlo Park |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94025 |
| City Area Code | (650) |
| Local Phone Number | 924-5905 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | CYN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |