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Cyngn CYN

Cyngn notified Nasdaq of listing rule issues

Nasdaq governance notice, Item 3.01 Listing standards notice, Item 5.02 Executive or director change

Form
8-K
Filed
Importance
Major
  1. Nasdaq Listing Rule 5,605(c)(2)(A) requires 3 audit committee members
  2. Karen Macleod resigns from Board and Audit Committee
  3. Company expects until November 3, 2027 to regain compliance

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The filing states that after Karen Macleod's resignation, the audit committee will have only two members, violating Nasdaq Listing Rule 5605(c)(2)(A).
  2. The filing notes that the company expects to regain compliance by November 3, 2027, under Nasdaq Listing Rule 5605(c)(4)(B).
  3. Cyngn plans to appoint a qualified independent director to the board and audit committee to meet the requirement.
  4. Karen Macleod, who was the chair of the audit committee, decided not to stand for re-election at the 2026 Annual Meeting.
  5. The board plans to fill the resulting vacancy.

5 of 5 claims matched the filing text.

From the filing

Item 3.01. Notice of Delisting or Failure to

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information in Item 5.02 below is incorporated into this Item 3.01 by reference. On October 30, 2026, Cyngn Inc. (the "Company") notified The Nasdaq Stock

Market LLC ("Nasdaq") that, when the resignation of Karen Macleod takes effect, the Audit Committee of the Company's Board of Directors (the "Board") will have two members, and the Company will not meet the requirement of Nasdaq Listing Rule 5605(c)(2)(A)1 that the audit committee have at least three members and at least one member who is financially sophisticated. Under Nasdaq Listing Rule2

5605(c)(4)(B), the Company expects to have until the earlier of its next annual meeting of stockholders or November 3, 2027 to regain compliance.2 The Company intends to regain compliance within that period by expeditiously appointing a qualified independent director to the Board and the Audit Committee.3

Item 5.02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2026, Karen Macleod, a member of the Board and Chair of the Board's Audit Committee, notified the Company of her decision not to stand for re-election as a director at the Company's 2026 Annual Meeting of Stockholders4 to be held on November 3, 2026 (the "Annual Meeting"). Ms. Macleod will continue to serve as a director, as Chair of the Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee until her resignation, which she tendered in the same notice and which takes effect upon the closing of the polls for the election of directors at the Annual Meeting. The Board intends to fill the resulting vacancy.5 Her decision was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

1

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: October 30, 2026

CYNGN INC.

By:

/s/ Natalie Russell

Natalie Russell

Chief Financial Officer

2

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