As filed with the Securities and Exchange Commission on April 23, 2024
Registration No. 333-278671
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CYNGN INC.
(Exact name of registrant as specified in its charter)
Delaware | 7371 | 46-2007094 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
1015 O’Brien Dr.
Menlo Park, CA 94025
(650) 924-5905
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Lior Tal
Chief Executive Officer
1015 O’Brien Dr.
Menlo Park, CA 94025
(650) 924-9505
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq. | Anthony W. Basch, Esq. | |
Marcelle S. Balcombe, Esq. | Alexander W. Powell, Esq. | |
Sichenzia Ross Ference Carmel LLP | Benming Zhang. Esq. | |
1185 Avenue of the Americas, 31st Floor | Kaufman & Canoles, P.C. | |
New York, New York 10036 | 1021 E. Cary St. | |
Tel: (212) 930-9700 | Richmond, Virginia 23219 | |
Tel: (804) 771-5700 |
As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
Cyngn Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-278671) (the “Registration Statement”) as an exhibits-only filing solely for the purpose of filing Exhibits 1.1 (Form of Underwriting Agreement), 5.1 (Opinion of Sichenzia Ross Ference Carmel LLP), and 10.18 (Form of Pre-Funded Warrant). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, Exhibits 1.1, 5.1 and 10.18 and the Exhibit Index. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
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* | Filed herewith |
** | Previously filed |
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on April 23, 2024.
CYNGN INC. | ||
By: | /s/ Lior Tal | |
Name: | Lior Tal | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Lior Tal | Chief Executive Officer, Chairman and Director | April 23, 2024 | ||
Lior Tal | ||||
/s/ Donald Alvarez | Chief Financial Officer and Director | April 23, 2024 | ||
Donald Alvarez | ||||
/s/ * | Director | April 23, 2024 | ||
Karen Macleod | ||||
/s/ * | Director | April 23, 2024 | ||
Colleen Cunningham | ||||
/s/ * | Director | April 23, 2024 | ||
James McDonnell |
*By: | /s/ Donald Alvarez | |
Donald Alvarez | ||
Attorney-In-Fact |
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