UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~ 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [____] to [____]

Commission file number 001-40932

CYNGN INC.

(Exact name of registrant as specified in its charter)

Delaware		46-2007094
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
1015 O’Brien Dr., Menlo Park, CA		94025
1344 Terra Bella Avenue, Mountain View, CA		94043
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone number, including area code: (650) 924-5905

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.00001		CYN		Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Title of Each Class Name of Each Exchange On Which Registered N/A N/A

Indicate by check mark if the registered is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing price for the common stock on such date ($714.3240), as reported on the Nasdaq Capital Market, was $12101,~~956~~365,~~005~~430.40.

The number of shares of Common Stock, $0.00001 par value, outstanding on March 626, ~~2025~~2026 was 113,~~751~~608,~~906~~281 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

		Page
	PART I	1
Item 1.	Business	1
Item 1A.	Risk Factors	1516
Item 1B.	Unresolved Staff Comments	36
Item 1C.	Cybersecurity	3637
Item 2.	Properties	3637
Item 3.	Legal Proceedings	3637
Item 4.	Mine Safety Disclosures	3637
	PART II	38
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3738
Item 6.	[Reserved]	3738
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3738
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4446
Item 8.	Financial Statements and Supplementary Data	4446
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	4547
Item 9A.	Controls and Procedures	4547
Item 9B.	Other Information	4648
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4648
	PART III	49
Item 10.	Directors, Executive Officers and Corporate Governance	4749
Item 11.	Executive Compensation	5153
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5659
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5860
Item 14.	Principal Accountant Fees and Services	5960
	PART IV	61
Item 15.	Exhibit and Financial Statement Schedules	6061
Item 16.	Form 10-K Summary	6264

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” Forward-looking statements include statements concerning:

●

our possible or assumed future results of operations;

●

our business strategies;

●

our ability to attract and retain customers;

●

our ability to sell additional products and services to customers;

●

our cash needs and financing plans;

●

our competitive position;

●

our industry environment;

●

our potential growth opportunities;

●

expected technological advances by us or by third parties and our ability to integrate and commercialize them;

●

the effects of wars, such as the wars in Ukraine and the Middle East, natural disasters and pandemics, such as the Covid-19 pandemic;

●

the effects of future regulation; and

●

the effects of competition.

All statements in this Annual Report that are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes to identify forward-looking statements.

The outcome of the events described in these forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These important factors include our financial performance and the other important factors we discuss in greater detail in “Risk Factors.” You should read these factors and the other cautionary statements made in this Annual Report as applying to all related forward-looking statements wherever they appear in this Annual Report. Given these factors, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date on which the statements are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless the context requires otherwise, references in this Annual Report to “we,” “us,” “our,” and Cyngn refer to CYNGN Inc. and its consolidated subsidiaries.

Unless otherwise expressly provided in this Annual Report, all historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents set forth herein relating to our common stock have been adjusted to give effect to a reverse stock split of our common stock in a ratio of 1-for-150 effected on February 18, 2025.

PART 1

Item 1. Business

Company Overview

Cyngn Inc. is an autonomous vehicle (“AV”) technology company that is focused on addressing industrial uses for autonomous vehicles. We believe that technological innovation is needed to enable adoption of autonomous industrial vehicles that will address the substantial industry challenges that exist today. These challenges include labor shortages, high labor costs, and work safety.

We integrate our full-stack ~~autonomous~~ autonomous driving software, DriveMod, onto vehicles manufactured by Original Equipment Manufacturers (“OEM”) ~~either via retrofit of existing vehicles or~~ by integration directly into vehicle assembly. We design the DriveMod to be compatible with sensors and components from leading hardware technology providers and integrate our proprietary AV software to produce differentiated autonomous vehicles.

Autonomous driving has common technological building blocks that remain similar across vehicles and applications. By tapping into these building blocks, DriveMod is designed to deliver autonomy to new vehicles via streamlined hardware/software integration. This vehicle-agnostic approach enables ~~DriveMod~~ DriveMod to expand to new vehicles and novel operational design domains (“ODD”). In short, nearly every industrial vehicle, ~~regardless~~ regardless of use case, can move autonomously using our technology.

Our approach accomplishes several primary value propositions:

Provide autonomous capabilities to industrial vehicles built by established manufacturers that are already trusted by customers.

Generate continual customer value by leveraging the synergistic relationship of autonomous vehicles and data.

Develop consistent autonomous vehicle operation and user interfaces for diverse vehicle fleets.

Complement the core competencies of existing industry players by introducing the leading-edge technologies of Artificial Intelligence (“AI”) & Machine Learning (“ML”), cloud/connectivity, sensor fusion, high- definition mapping, and real-time dynamic path planning & decision-making.

We believe our market positioning as a technology partner to vehicle manufacturers creates a synergy with incumbent suppliers that already have established sales, distribution, and service/maintenance channels. By focusing on industrial use cases and partnering with the incumbent OEMs in these markets, we believe we can source and execute revenue-generating opportunities more quickly.

Our long-term vision is for our Enterprise Autonomy Suite (“EAS”)—-which includes the DriveMod autonomous driving stack as well as the Cyngn Insight and Cyngn Evolve tools for fleet management, analytics, and data collection—-to become a universal autonomous driving solution with minimal marginal cost for companies to adopt new vehicles and expand their autonomous fleets across new deployments. We have already ~~deployed~~ deployed DriveMod software on more than ten different vehicle form factors that range from tow tractors and stand-on floor scrubbers to 14-seat shuttles and electric forklifts in a combination of commercially released products, prototypes, and proof of concept projects, ~~demonstrating~~ demonstrating the extensibility of our AV building blocks.

Our recent progress contributes to the validation of EAS with OEM partners and end customers. We also continue to build upon our ability to scale our products and generate novel technological developments. The DriveMod Stockchaser with a 6,000-lb towing capacity became commercially available in early 2023 and was first commercially deployed with our partner-customer US Continental (“USC”), a California-based manufacturer of quality leather and fabric care products. We then launched the DriveMod Forklift and the DriveMod Tugger as we continued to expand our vehicle-type portfolio fleet through our OEM partnerships with BYD and Motrec, respectively. The DriveMod MT160 Tugger with a 12,000-lb towing capacity was commercially released in 2024 in partnership with Motrec and is now deployed with multiple customers.

We secured paid projects with leading global customers like Arauco, along with additional projects from big brands in the Global 500 and the Fortune 100. Paid development projects of this nature are selectively pursued to springboard new products or technology advancements, yielding promising outcomes such as the DriveMod Forklift. The primary focus of the company is to achieve and expand production deployments with its commercially released DriveMod vehicles. As of the end of 2024, those commercial deployments include the named accounts of John Deere, Coats Automotive, and USC, as well as other business awards that have not yet been publicly disclosed. Our patent portfolio expanded with 16 new U.S. patent grants in 2023 and 2 granted in 2024, bringing the total grants to 21.1

1We secured paid projects with leading global customers like Arauco, along with additional projects from big brands in the Global 500 and the Fortune 100. Paid development projects of this nature are selectively pursued to springboard new products or technology advancements, yielding promising outcomes such as the DriveMod Forklift. The primary focus of the company is to achieve and expand production deployments with its commercially released DriveMod vehicles. As of the end of 2025, those commercial deployments include the named accounts of John Deere, G&J Pepsi, Coats Automotive, and USC, as well as other business awards that have not yet been publicly disclosed. Our patent portfolio expanded with 16 new U.S. patent grants in 2023 3 granted in 2024, and 2 granted in 2025 bringing the total grants to 24.

Figure 0: Summary of recent Cyngn technical and commercial milestones

We intend to continue to pursue and win additional license agreements with companies that depend heavily on the use of material handling vehicles and that all recognize the need for automation to i) compete in today’s economy, ii) combat the significant labor shortages and escalating costs, and iii) improve safety. Our approach to securing these opportunities will be a continued direct sales effort coupled with increasing our network of industrial vehicle dealers that already have significant sales of industrial vehicles.

Overview: Automation and Autonomy in Industry 5.0

The fifth industrial revolution is upon us with self-driving industrial vehicles operating alongside ~~with~~ human workers and encompasses the benefits from the fourth industrial revolution of smart factories and automated supply chain logistics, with big data connectivity. According to Research Nester, they forecast the global industry 5.0 market to experience remarkable CAGR growth from 2022 - 2030 led by industrial internet of things, artificial intelligence with the alliance of humans and collaborative robots.

As automation proliferates, these industries will gradually shift to service-based models that will decrease upfront capital expenditures and create new revenue ~~streams~~ streams while unlocking new value in the supply chain. Our AV technology is uniquely positioned to capitalize upon these changes by offering a a universal autonomy solution that can deliver self-driving capabilities and data insights to nearly every industrial vehicle on the market.

Automation has long played a role in industrial sectors. The larger industrial automation market has grown significantly by riding the wave of new technology and innovation experienced during Industry 4.0. This consists of a wide range of technology solutions that provide varying levels of automation for critical software control systems and industrial equipment. These components are essential to the operations and growth of global markets such as manufacturing, distribution, transportation, construction, and mining. However, Industry 4.0 has its limitations in industrial autonomy. With the convergence of AI/ML, robotics, connectivity, mapping and interoperability, autonomous vehicle technology is the next leap-frog advancement in materials handling and supply chain logistics efficiency and safety propelling manufacturing into the Industry 5.0 phase.2

2Automation has long played a role in industrial sectors. The larger industrial automation market has grown significantly by riding the wave of new technology and innovation experienced during Industry 4.0. This consists of a wide range of technology solutions that provide varying levels of automation for critical software control systems and industrial equipment. These components are essential to the operations and growth of global markets such as manufacturing, distribution, transportation, construction, and mining. However, Industry 4.0 has its limitations in industrial autonomy. With the convergence of AI/ML, robotics, connectivity, mapping and interoperability, autonomous vehicle technology is the next leap-frog advancement in materials handling and supply chain logistics efficiency and safety propelling manufacturing into the Industry 5.0 phase.

Figure 1: Illustration of the progression from Industry 1.0 to Industry 5.0.

Automation Solutions for Industrial Equipment

The Industrial Equipment market covers a broad range of use cases and product categories, with automation solutions targeting Material Transport Equipment (“MTE”) heavily utilized by the majority of industry market sectors. For our purposes, we can think of MTE to include all material handling equipment directly related to material transit (this includes conveying equipment, monorail, hoists, storage & retrieval, and industrial vehicles). According to a Grand View Research report, the material handling equipment market was valued at $213.4 billion in 2021. They expect the CAGR from 2022 to 2030 of 5.7% to be driven by increased worker safety awareness, rising requirements for managing bulk materials and further adoption of Industry 4.0 initiatives with the use of IoT. Further with the rising need for reducing downtime and focus on improving supply chain efficiency, self-driving industrial vehicles play an important role to achieve these objectives as manufacturing transitions to Industry 5.0. Our belief is that these strong growth indicators will drive increased need for more advanced technology that will address gaps in the current capabilities of automated MTE solutions.

Historically, MTE automation has been heavily weighted in solutions related to storage/retrieval systems and conveyors because more rigid and repetitive environments are better suited for the limited capability of existing automation solutions. By contrast, industrial vehicles in the MTE category are largely still driven manually. A March 2023 report released by MHI and Deloitte finds that 74% of supply chain leaders are increasing their supply chain technology and innovation investments with 90% saying they are planning to spend more than $1 million, an 24% increase from 2022 levels. Thirty-six percent plan to spend more than $10 million, up 19% from the prior year. According ~~This~~to ~~investment~~an ~~includes~~article ~~solutions~~by ~~for~~Meteor ~~improved~~Space, ~~supply~~“Important ~~chain~~Warehouse ~~transparency~~Automation ~~and~~Statistics ~~sustainability,~~you ~~according~~can’t toIgnore,” the ~~2023~~use ~~MHI~~of ~~Annual~~AI ~~Industry~~in ~~Report,~~warehouse ~~“The~~management ~~Responsible Supply~~systems ~~Chain:~~has ~~Transparency~~surged, ~~Sustainability,~~with ~~and~~70% ~~the~~of ~~Case~~large-scale ~~for~~warehouses ~~Business~~adopting AI-driven solutions by 2024 to optimize inventory management, demand forecasting, and route planning.”

The World Industrial Truck Shipment statistics reported that 1.42 million industrial EV vehicles were shipped in 2022 worldwide. However, fewer than 1% of material handling vehicles shipped every year are automated, presenting a significant opportunity to automate industrial vehicles. The cost to operate a non-autonomous material transport vehicle is reported to have an annual salary of $47,244 for warehouse drivers in the U.S. based on Indeed.com, a career and jobsite provider. Although the wages are lower in Europe, Asia and rest of the world, there are more industrial vehicles outside the Americas, or about 83% of vehicle units, thereby an even greater total available market internationally than domestically. The global installed base of industrial EV vehicles with a 3-year life span or less is about 3.75 million vehicles. With a fully loaded, global weighted average annual labor cost of $47,674 with an assumed, on average, 1.5 work shift operations, our current market potential opportunity exceeds $268 billion.

~~Automating~~Supply ~~industrial~~chain, ~~vehicles~~logistics, ~~will~~and manufacturing ~~address~~operators are increasingly facing labor shortages, rising costs, and operational inefficiencies, which we believe is accelerating the adoption of automation technologies. Industry data (Descartes’s Study) indicates that approximately 76% of supply chain operations ~~following~~are ~~challenges:~~currently impacted by labor shortages, and in the United States there are significantly more job openings than available workers, contributing to persistent workforce gaps. The manufacturing sector alone could face millions of unfilled positions over the next decade, further increasing pressure on companies to automate repetitive and labor-intensive tasks. Industrial truck and material handling vehicle operators represent a meaningful component of operating costs within warehouses and manufacturing facilities, with median annual wages in the United States in the mid-$40,000 range, excluding overtime, benefits, and other employer-related costs, according to U.S. Bureau of Labor Statistics data.

~~Labor~~In addition to labor shortages — ~~The~~and ~~hiring~~rising ~~and~~labor ~~retention~~costs, ofworkplace ~~qualified~~safety ~~workers~~expenses isrepresent a ~~critical~~significant ~~concern~~financial burden for industrial operators. Worker injury claims can average tens of thousands of dollars per incident, and total workplace injury costs in the ~~markets~~United ~~that~~States ~~material~~exceed ~~transport~~hundreds ~~vehicles~~of ~~operate~~billions of ~~within~~dollars annually. According Into the Economic Policy Institute, over ~~fact~~$250 billion are spent on workplace injuries each year. Autonomous industrial vehicles have the potential to reduce both labor dependency and safety risks by automating repetitive material transport tasks, ~~Deloitte~~which may lower operating costs and improve productivity. According to PWC’s ~~2020~~“Industrial ~~and~~Mobility: ~~2022~~How ~~Material~~autonomous ~~Handling~~vehicles ~~Industry~~can ~~Report~~change ~~showed~~manufacturing” ~~that~~report, ~~over~~only 509% of ~~the~~manufacturers have currently 1adopted autonomous technologies,~~000~~ ~~supply~~but ~~chain~~this is expected to grow as the benefits of improved efficiency and ~~manufacturing~~reduced costs become more apparent. As a result, we believe automation is becoming increasingly essential for industrial operations, with a substantial majority of manufacturing leaders ~~surveyed~~identifying ~~rated~~automation ~~hiring~~as ~~and~~critical ~~employee~~to ~~retention~~future success. Despite these trends, adoption of autonomous industrial vehicle technology remains in the early stages, suggesting a significant opportunity for future market growth as ~~their~~organizations ~~biggest~~seek ~~challenge~~solutions to ~~(source:~~workforce ~~MHI~~shortages, ~~Deloitte~~cost ~~Industry~~pressures, ~~Report)~~and supply chain resilience challenges.

~~Difficulty~~Automating inindustrial scaling — The traditional approaches to vehicle automation make scaling vehicle automation solutions difficult due to strains caused by service lifecycle management and issues with dynamic deployability. Industrial automation customers are forced to coordinate operational components from a variety of different vendors and lack a unifying architecture that allows the technology to scale effectively within and across sites. Significant costs are also associated with expanding the scope of existing automation solutions as they are tightly coupled to specific vehicles ~~and~~will ~~often~~address ~~require an overhaul of~~ the ~~site infrastructure to overcome shortcomings in the automation technology. This can be especially~~ ~~true~~following ~~in niche environments like mines, where the deployability~~ challenges are compounded by unique sites that require heterogeneous fleets. Furthermore, customer service, workforce training, and repair fall under service lifecycle management and must be taken into account along with the technology in order to scale efficiently, according to the “Trends in Supporting and Scaling Modern Automation” report by Ricoh & ABI Research Report.:

3Labor shortages - The hiring and retention of qualified workers is a critical concern for the markets that material transport vehicles operate within. In fact, Deloitte’s 2020 and 2022 Material Handling Industry Report showed that over 50% of the 1,000 supply chain and manufacturing leaders surveyed rated hiring and employee retention as their biggest challenge (source: MHI Deloitte Industry Report).

~~Lagging~~Difficulty ~~technological~~in ~~advancement —~~scaling - ~~Manufacturers~~The oftraditional ~~material~~approaches ~~transport~~to ~~vehicles~~vehicle ~~have~~automation ~~core~~make ~~competencies~~scaling invehicle ~~mechanical,~~automation ~~electrical,~~solutions difficult due to strains caused by service lifecycle management and ~~control~~issues ~~systems~~with ~~while~~dynamic ~~the~~deployability. ~~end~~Industrial ~~users~~automation customers are forced to coordinate operational components from a variety of ~~the~~different ~~vehicles~~vendors ~~typically~~and ~~specialize~~lack ina ~~logistics,~~unifying ~~manufacturing,~~architecture ~~and~~that ~~material~~allows ~~moving~~the technology to scale effectively within and across sites. ~~There~~Significant iscosts ~~limited~~are ~~expertise~~also ~~throughout~~associated with expanding the ~~material handling~~scope ~~value~~of ~~chain~~existing inautomation ~~software~~solutions ~~algorithms,~~as ~~sensing,~~they are tightly coupled to specific vehicles and ~~high-performance computing.~~often ~~Considering~~require an overhaul of the ~~incumbents’~~site ~~gaps~~infrastructure to overcome shortcomings in ~~leading-edge AV~~the automation technology. This ~~and~~can AIbe ~~technologies~~especially ~~and~~true in niche environments like mines, where the ~~pressure~~deployability ~~existing~~challenges ~~suppliers~~are ~~face~~compounded toby ~~ship~~unique ~~manually-operated vehicles~~sites that ~~address~~require heterogeneous ~~the~~fleets. ~~multi-billion dollar demand~~Furthermore, ~~that~~customer ~~already~~service, ~~exists~~workforce training, weand ~~believe~~repair itfall isunder ~~unlikely~~service ~~that~~lifecycle ~~existing~~management ~~stakeholders~~and ~~will~~must be taken ~~able~~into toaccount ~~invest~~along with the technology in order to scale efficiently, according to the ~~technological~~“Trends ~~advancements~~in Supporting and Scaling Modern ~~that~~Automation” ~~will~~report ~~solve~~by ~~the~~Ricoh ~~industry’s~~& ~~fundamental~~ABI ~~challenges~~Research Report.

~~High~~Lagging ~~barriers~~technological ~~to adoption —~~advancement ~~Many~~- ~~solutions~~Manufacturers ~~for~~of ~~automated~~ material transport ~~require~~vehicles anhave ~~all-or-nothing commitment~~core ~~from~~competencies ~~customers:~~in ~~either~~mechanical, ~~make~~electrical, aand ~~major~~control ~~upfront investment~~systems towhile ~~overhaul~~the ~~operations~~end users ~~for~~of ~~automation~~the orvehicles ~~postpone~~typically ~~automation~~specialize atin ~~the~~logistics, ~~risk~~manufacturing, ofand ~~falling~~material ~~behind competition~~moving. ~~This~~There ~~all-or-nothing approach to~~is ~~unlocking~~limited ~~future~~expertise ~~return~~throughout onthe material ~~investment~~handling ~~(“ROI”)~~value ~~can~~chain bein ~~problematic~~software ~~for~~algorithms, ~~risk-averse companies~~sensing, ~~that~~and ~~seek~~high-performance ~~to adopt automation solutions~~computing. ~~Depending~~Considering onthe ~~fleet~~incumbents’ ~~size,~~gaps in ~~traditional~~leading-edge ~~automation~~AV ~~solutions~~and ~~such~~AI astechnologies ~~“robot-in-a-box”~~and ~~may~~the ~~command~~pressure ~~ROI~~existing ~~horizons~~suppliers ~~of up~~face to 4ship ~~years.~~manually-operated ~~Factoring~~vehicles inthat ~~ancillary~~address ~~costs~~the ~~like~~multi-billion dollar ~~installation,~~demand ~~maintenance,~~that ~~on-site testing,~~already ~~integration~~exists, ~~and~~we ~~deployment,~~believe ~~can~~it ~~also represent~~is aunlikely ~~significant~~that ~~annual~~existing ~~cost~~stakeholders ~~burden,~~will ~~according~~be able to ~~findings~~invest byin ~~Ricoh~~the &technological ~~ABI~~advancements that ~~Research~~will ~~Report~~solve the industry’s fundamental challenges.

To combat these challenges, we have built an Enterprise Autonomy Suite for industrial vehicles that leverages advanced in-vehicle autonomous driving technology and incorporates leading supporting technologies like data analytics, fleet management, cloud, and connectivity. EAS provides a differentiated solution that we believe will drive pervasive adoption of industrial autonomy and create value for customers at every stage of their automation growth.4

~~Business~~High ~~Model~~barriers to adoption - Many solutions for automated material transport require an all-or-nothing commitment from customers: ~~The~~either ~~Enterprise~~make ~~Autonomy~~a ~~Suite~~major upfront investment to overhaul operations for ~~Industrial~~automation ~~Vehicles~~or postpone automation at the risk of falling behind competition. This all-or-nothing approach to unlocking future return on investment (“ROI”) can be problematic for risk-averse companies that seek to adopt automation solutions. Depending on fleet size, traditional automation solutions such as “robot-in-a-box” may command ROI horizons of up to 4 years. Factoring in ancillary costs like installation, maintenance, on-site testing, integration, and deployment, can also represent a significant annual cost burden, according to findings by Ricoh & ABI Research Report.

ATo ~~number~~combat ofthese ~~business models~~challenges, we have ~~been~~built ~~developed~~an toEnterprise ~~support~~Autonomy ~~industrial~~Suite ~~autonomy~~for ~~where~~industrial ~~software~~vehicles ~~is the enabling technology~~ that’s ~~transforming~~leverages ~~supply~~advanced ~~chain~~in-vehicle ~~logistics under~~autonomous ~~Industry~~driving ~~4.0~~technology and ~~5.0. Software as a Service (SaaS) is the initial working business model for the company but this is not entirely~~ ~~accurate~~incorporates asleading ~~vehicle~~supporting ~~hardware~~technologies ~~plays~~like andata ~~integrated~~analytics, ~~role~~fleet inmanagement, ~~automating~~cloud, ~~materials handling. Autonomy requires both the movement of “bits” (or software)~~ and ~~the movement of “atoms” (or hardware)~~connectivity. ~~Robots~~EAS asprovides a ~~Service~~differentiated solution ~~(RaaS)~~that iswe abelieve ~~useful~~will ~~business~~drive ~~model~~pervasive ~~given~~adoption ~~the high cost~~ of ~~AGVs and AMRs where~~ industrial ~~customers~~autonomy ~~may want to explore different buying models for both software~~ and ~~hardware~~create ~~usage~~value ~~to align with their needs~~ for ~~capital expenditures and operational expenditures. In our served markets where~~ customers ~~primarily~~at ~~purchase~~every ~~and~~stage ~~own~~ of their ~~industrial vehicle fleet, we deliver the software that enables self-driving vehicle capability. As such, our EAS software is designed to provide level-4 “high~~ automation~~”, fully autonomous driving without the need for a human in the vehicle. Cyngn’s~~ business model is thereby more attuned to Driver as a Service (DaaS) as our EAS software integrated with the vehicle hardware enables the customer to remove the human driver for self-driving functionalitygrowth.

~~Our~~Business ~~unique~~Model: ~~value~~The ~~proposition stems~~Enterprise ~~from~~Autonomy ~~the concept that the growth of industrial autonomy requires an approach that deploys applied AV solutions within a system of~~Suite ~~supportive~~for ~~resources~~Industrial ~~rather than a technology feature that is tuned to a specific industrial vehicle.~~Vehicles

~~Some~~A ~~companies~~number ~~manufacture~~of business models ~~standard~~have ~~industrial~~been ~~vehicles~~developed ~~then~~to ~~integrate~~support industrial ~~automation~~autonomy where software ~~for~~is ~~rigid~~the ~~tasks~~enabling technology that’s transforming supply chain logistics under Industry 4.0 ~~Others~~and ~~develop~~5.0. ~~new~~Software ~~vehicle~~as ~~platforms~~a toService ~~enable more~~(SaaS) ~~advanced~~is ~~automation~~the ~~capabilities,~~initial ~~limiting~~working business model for the ~~AV technology~~company tobut athis ~~narrow~~is ~~use~~not ~~case~~entirely accurate as vehicle hardware plays an integrated role in automating materials handling. WeAutonomy ~~developed~~requires ~~advanced~~both ~~autonomous~~the ~~vehicle~~movement of “bits” (or software,) ~~DriveMod,~~and ~~for~~the ~~industrial~~movement ~~vehicles~~of “atoms” (or hardware). ~~DriveMod~~Robots as a Service (RaaS) is a ~~component~~useful business model given the high cost of ~~EAS~~AGVs ~~that~~and isAMRs ~~operationally~~where ~~expansive,~~industrial ~~vehicle~~customers ~~agnostic,~~may want to explore different buying models for both software and ~~compatible~~hardware usage to align with ~~indoor~~their needs for capital expenditures and ~~outdoor~~operational ~~environments~~expenditures. ~~EAS~~In ~~centers~~our ~~around~~served ~~DriveMod’s~~markets onwhere customers primarily purchase and own their industrial vehicle fleet, we deliver the software that enables self-driving vehicle AV capability. As such, our EAS software ~~and~~is designed to provide level-4 “high automation”, fully autonomous driving without the need for a human in the vehicle. Cyngn’s business model is ~~supported~~thereby bymore attuned to Driver as a Service (DaaS) as our ~~Cyngn~~EAS ~~Insight~~software integrated with the vehicle hardware enables ~~and~~the ~~Cyngn~~customer ~~Evolve~~to ~~technology~~remove ~~and~~the ~~tools~~human driver for self-driving functionality.

~~Figure~~Our 2:unique ~~The~~value ~~core~~proposition stems ~~components~~from the concept that ~~make~~the upgrowth of industrial autonomy requires an approach that deploys applied AV solutions within a system of ~~our~~supportive ~~EAS~~resources ~~product~~rather ~~offering~~than a technology feature that is tuned to a specific industrial vehicle.

4Some companies manufacture standard industrial vehicles then integrate industrial automation software for rigid tasks. Others develop new vehicle platforms to enable more advanced automation capabilities, limiting the AV technology to a narrow use case. We developed advanced autonomous vehicle software, DriveMod, for industrial vehicles. DriveMod is a component of EAS that is operationally expansive, vehicle agnostic, and compatible with indoor and outdoor environments. EAS centers around DriveMod’s on-vehicle AV software and is supported by our Cyngn Insight and Cyngn Evolve technology and tools.

~~Our approach drives value at every stage of a company’s autonomy journey~~5

~~EAS~~Figure ~~provides~~2: ~~extensible~~The ~~industrial autonomy~~core ~~solutions~~components that ~~can~~make ~~include~~up ~~data-driven actionable insights, partial autonomy to augment existing workflows and support human~~our ~~drivers,~~EAS ~~and~~product ~~fully autonomous vehicle mobility. By~~ offering ~~flexible data and autonomous services through subscription-based business models, we assuage the industry’s existing challenge of all-or-nothing adoption for autonomous vehicles~~. Installing DriveMod onto any vehicle unlocks a collection of valuable product offerings that customers can activate over the air, creating lower barriers to entry and enabling customers to benefit from novel data insights while adopting industrial AVs at their own pace. Our solutions also do not require infrastructure investments to enable autonomous vehicle operation.

~~EAS~~Our ~~galvanizes~~approach ~~the~~drives ~~relationship~~value ~~between~~at ~~AVs~~every stage of ~~and~~a ~~data~~company’s autonomy journey

~~Our~~ EAS ~~combines~~provides ~~core~~extensible ~~autonomous~~industrial ~~vehicle~~autonomy ~~technology~~solutions ~~with~~that acan ~~suite~~include ofdata-driven ~~tools~~actionable ~~and~~insights, ~~products~~partial ~~that~~autonomy ~~strengthen~~to ~~the~~augment ~~ties~~existing ~~between~~workflows ~~industrial~~and ~~business~~support ~~operations~~human drivers, and ~~the~~fully ~~positive network~~autonomous ~~effects~~vehicle ~~that~~mobility. ~~underpin~~By ~~the~~offering ~~relationship~~flexible ~~between~~ data and ~~AVs.~~autonomous ~~DriveMod~~services ~~uses~~through ~~data~~subscription-based ~~from~~business models, ~~advanced~~we ~~sensors~~assuage tothe ~~navigate~~industry’s ~~AVs,~~existing ~~creating a~~challenge deof ~~facto~~all-or-nothing ~~mechanism~~adoption for ~~rich~~autonomous ~~data collection~~vehicles. ~~Vehicles~~Installing ~~equipped with~~ DriveMod ~~provide the means for us to collect data then organize,~~onto ~~analyze,~~any ~~and expose customers to novel insights. This makes the data collected during~~ vehicle ~~operation~~unlocks a ~~new~~collection ~~type~~ of ~~asset~~valuable ~~that~~product ~~adopters of~~offerings AVthat ~~technology~~customers can ~~take~~activate ~~advantage~~over ~~of.~~the ~~Data~~air, ~~can~~creating belower ~~stored~~barriers ~~in cloud or on-premise servers, according~~ to ~~customer requirements. We~~entry ~~intend~~and toenabling ~~have our~~ customers ~~own the data collected at their facilities and for Cyngn~~ to ~~have~~benefit ~~the~~from ~~rights~~novel ~~to use that~~ data ~~for~~insights ~~certain purposes,~~while ~~such~~adopting asindustrial ~~testing~~AVs ~~simulation~~at ~~and~~their ~~development~~own pace. ~~These~~Our ~~data~~solutions ~~assets~~also ~~present~~do anot require ~~new~~infrastructure ~~opportunity~~investments to ~~reveal~~enable ~~previously~~autonomous ~~unknown insights about day-to-day operational processes that impact safety, efficiency,~~ vehicle ~~maintenance, and growth~~operation.

~~Figure~~EAS 3:galvanizes ~~The~~the ~~EAS~~relationship ~~product~~between ~~flywheel~~AVs and data

AsOur ~~the~~EAS ~~deployment~~combines ofcore ~~industrial~~autonomous ~~vehicles~~vehicle technology with ~~DriveMod~~a ~~scales~~suite ~~up,~~of tools and products that strengthen the ~~amount~~ties between industrial business operations and ~~diversity~~the ofpositive network effects that underpin the relationship between data ~~flowing~~and ~~through~~AVs. ~~Cyngn~~DriveMod ~~Insight~~uses ~~expands~~data from advanced sensors to navigate AVs, creating a ande ~~accelerated~~facto ~~feedback~~mechanism for rich data collection. Vehicles equipped with DriveMod provide the means for us to collect data then organize, ~~loop~~analyze, and ~~powers~~expose ~~our~~customers ~~ability~~to novel insights. This makes the data collected during vehicle operation a new type of asset that adopters of AV technology can take advantage of. Data can be stored in cloud or on-premise servers, according to ~~use~~customer requirements. We intend to have our customers own the data collected at their facilities and for Cyngn ~~Evolve~~to have the rights to ~~further~~use ~~enhance~~that ~~DriveMod~~data for certain purposes, such as testing simulation and ~~update~~development. ~~the~~These ~~on-vehicle software~~data ~~over~~assets present a new opportunity to reveal previously unknown insights about day-~~the~~to-~~air~~day operational processes that impact safety, ~~resulting in~~efficiency, anvehicle ~~ever-improving~~maintenance, ~~EAS~~and ~~offering~~growth.

~~Continual~~Figure ~~Improvement~~3: ~~Drives~~The ~~Technology~~EAS ~~Advancement~~product flywheel

~~DriveMod’s~~As ~~building blocks~~the ~~enable~~deployment ~~a more consistent cadence~~ of ~~upgrades, improvements, and customer-specific feature development that can be deployed~~industrial ~~via~~vehicles ~~over-the-air updates.~~with ~~These~~DriveMod ~~capabilities~~scales ~~ensure~~up, ~~that~~ the ~~deployed~~amount ~~system stays in sync with the changing application demands while allowing customers to focus on monetary~~ and ~~operational~~diversity ~~ROI.~~of ~~Our~~data ~~EAS~~flowing ~~plugs~~through ~~into~~Cyngn ~~business~~Insight ~~operations~~expands, by creating ~~and~~an ~~collecting~~accelerated ~~real-time data~~feedback loop and ~~aggregating~~powers itour ~~into~~ability ~~configurable~~to ~~analytics~~use ~~dashboards~~Cyngn ~~that~~Evolve ~~inform~~to ~~customer~~further ~~operations~~enhance ~~as well as future~~ DriveMod ~~releases~~, ~~creating a~~and ~~data~~update ~~set~~the ~~specific~~on-vehicle tosoftware ~~each~~over-the-air, ~~customer~~resulting in ~~from~~an ~~high~~ever-~~resolution data~~improving ~~collected~~EAS ~~during their operations~~offering.

~~Our~~Continual ~~Approach~~Improvement ~~Augments~~Drives ~~and~~Technology ~~Upskills Workforces~~Advancement

~~Industrial~~DriveMod’s ~~vehicle autonomy~~building ~~represents~~blocks anenable ~~opportunity~~a tomore ~~minimize~~consistent cadence of upgrades, improvements, and customer-specific feature development that can be deployed via over-the-air ~~adverse~~updates. ~~impact~~These capabilities ensure that ~~labor~~the ~~shortages,~~deployed ~~employee~~system ~~health,~~stays ~~and~~in ~~safety~~sync ~~have~~with onthe achanging ~~company’s~~application ~~core~~demands while allowing ~~operations~~customers to focus on monetary and operational ROI. ~~Autonomous~~Our ~~vehicles~~EAS ~~can~~plugs beinto ~~relied~~business ~~upon~~operations toby ~~fill~~creating ~~the~~and ~~voids~~collecting real-time data and aggregating it into configurable analytics dashboards that ~~commonly~~inform ~~create~~customer ~~human~~operations ~~resource~~as ~~issues~~well ~~like~~as ~~executing~~future ~~repetitive tasks~~DriveMod releases, ~~working~~creating ~~during~~a data ~~undesirable~~set ~~hours,~~specific ~~and~~to ~~operating~~each incustomer ~~uncomfortable~~from orhigh-resolution ~~hazardous~~data ~~environments~~collected during their operations.

~~Furthermore,~~Our ~~existing~~Approach ~~employees can~~Augments ~~be exposed to cutting-edge technology~~ and ~~develop~~Upskills new valuable career development opportunities. For instance, a manufacturing community in Wisconsin successfully retrained their employees to be skilled in AMR maintenance after AMRs were introduced to replace traditional conveyors, according to the article “Are Autonomous Mobile Robots at the Tipping Point” by AutomationWorld.Workforces

WeIndustrial ~~Designed~~vehicle ~~for~~autonomy represents ~~Scale~~an opportunity to minimize the adverse impact that labor shortages, employee health, and safety have on a company’s core operations. Autonomous vehicles can be relied upon to fill the voids that commonly create human resource issues like executing repetitive tasks, working during undesirable hours, and operating in uncomfortable or hazardous environments.

~~EAS~~Furthermore, ~~provides~~existing ~~a powerful solution~~employees tocan ~~scalability~~be ~~issues,~~exposed ~~especially~~to ~~for dynamic deployability and service lifecycle management. DriveMod’s vehicle~~cutting-~~agnostic~~edge ~~capability to deploy AV~~ technology onand ~~diverse~~develop ~~vehicle~~new ~~fleets~~valuable ~~has~~career ~~been~~development ~~proven~~opportunities. ~~through~~For ~~its~~instance, ~~deployment~~a onmanufacturing ~~more than ten different vehicle form factors~~community ~~that~~in weWisconsin ~~have~~successfully ~~operated~~retrained ~~autonomously.~~their ~~DriveMod~~employees ~~solutions~~to ~~have~~be ~~been~~skilled ~~commercially~~in ~~released~~AMR ~~for~~maintenance ~~the~~after ~~Columbia~~AMRs ~~Stockchaser~~were ~~and~~introduced ~~Motrec~~to ~~MT160~~replace ~~Tugger,~~traditional ~~with~~conveyors, ~~BYD~~according ~~ECB50+~~to ~~Forklift~~the ~~targeted~~article ~~next.~~“Are ~~Other~~Autonomous ~~autonomous~~Mobile ~~vehicles~~Robots ~~were deployed as prototypes or as a part of proof-of-concept project. More than five past deployments have been~~ at ~~customer~~the orTipping ~~beta~~Point” ~~customer~~by ~~sites~~AutomationWorld. ~~Other past deployments were part of our normal R&D activities and product validation that was performed with beta customers.~~

~~Our~~We AVDesigned development and testing have included road vehicles that navigate complex dynamic environments. DriveMod is capable of perceiving more than 100 dynamic objects per second and then using that perception information to navigate autonomously. This capability has been proven via road testing in difficult driving settings like urban streets. In contrast, the industrial settings of our target market rarely encounter 100 dynamic actors per minute, let alone per second. Scalability is further strengthened by EAS creating common interfaces and experiences that unify customer data and AV operations within and across sites. Thus, proliferating our solutions with customers will be achieved by iteratively adding onto an existing EAS, which minimizes the marginal cost associated with expanding AV operations. Additionally, the deployment of EAS allows for ~~all~~ ~~of the on-going administration, services, and vendors associated with managing the lifecycle of the system to be integrated.~~Scale

~~Figure~~EAS 4:provides ~~Illustration~~a ofpowerful solution to scalability issues, especially for dynamic deployability and service lifecycle management. DriveMod’s ~~ability~~vehicle-agnostic capability to ~~utilize~~deploy ~~key~~AV ~~subsystems~~technology ~~across~~on ~~multiple~~diverse ~~environments~~vehicle ~~and~~fleets has been proven through its deployment on more than ten different vehicle ~~platforms~~form factors ~~(left:~~that ~~off~~we have operated autonomously. DriveMod solutions have been commercially released for the Motrec MT160 Tugger, with BYD ECB50+ Forklift targeted next. Other autonomous vehicles were deployed as prototypes or as a part of proof-~~road~~of-concept ~~utility~~project. ~~vehicle;~~More ~~right:~~than ~~indoor~~five ~~material~~past ~~handling~~deployments have ~~vehicle)~~been at customer or beta customer sites. Other past deployments were part of our normal R&D activities and product validation that was performed with beta customers.

Our ~~Products~~AV development and testing have included road vehicles that navigate complex dynamic environments. DriveMod is capable of perceiving more than 100 dynamic objects per second and then using that perception information to navigate autonomously. This capability has been proven via road testing in difficult driving settings like urban streets. In contrast, the industrial settings of our target market rarely encounter 100 dynamic actors per minute, let alone per second. Scalability is further strengthened by EAS creating common interfaces and experiences that unify customer data and AV operations within and across sites. Thus, proliferating our solutions with customers will be achieved by iteratively adding onto an existing EAS, which minimizes the marginal cost associated with expanding AV operations. Additionally, the deployment of EAS allows for all of the on-going administration, services, and vendors associated with managing the lifecycle of the system to be integrated.

~~EAS~~Figure is4: aIllustration ~~suite~~ of ~~technology~~DriveMod’s ability ~~and~~to ~~tools~~utilize ~~that~~key ~~consists~~subsystems ofacross ~~three~~multiple ~~complementary~~environments ~~categories~~and vehicle platforms (left: ~~DriveMod,~~off-road ~~Cyngn~~utility ~~Insight,~~vehicle; ~~and~~right: ~~Cyngn~~indoor ~~Evolve~~material handling vehicle).

~~DriveMod:~~Our ~~Industrial Autonomous Vehicle System~~Products

WeEAS ~~built~~is ~~DriveMod as~~ a ~~modular software~~suite ~~product~~of ~~that is compatible with various sensor and computer hardware components that are widely used throughout the autonomous~~technology ~~vehicle industry. Our software combined with sensors~~ and ~~components~~tools ~~from industry-leading hardware providers covers the end-to-end requirements~~ that ~~enable~~consists ~~vehicles to operate autonomously with advanced navigation capabilities. The modularity~~ of ~~DriveMod~~three ~~allows~~complementary ~~our~~categories: ~~AV technology to be compatible across vehicle platforms as well as indoor and outdoor environments.~~ DriveMod, ~~can~~Cyngn ~~be retrofitted to existing vehicle assets or integrated into a manufacturing partner’s vehicles at assembly~~Insight, ~~providing~~and ~~accessible~~Cyngn ~~options for our customers to integrate leading-edge technology whether their AV adoption strategies are evolutionary or revolutionary~~Evolve.

~~The core vehicle-agnostic~~ DriveMod: ~~software~~Industrial ~~stack~~Autonomous isVehicle targeted and deployed to different vehicles through DriveMod Kits, which are the AV hardware systems that take into account the specific needs of operating the DriveMod software on a specific target vehicle. Then, after prototyping and productization, DriveMod kits streamline the integration of AV hardware and software onto vehicles at scale. The DriveMod Kit for Columbia Stockchasers and Motrec MT160 Tuggers are released to mass production and available at scale. Subsequently, we expect to create different instances of DriveMod Kits to support the commercial release of new vehicles on the EAS platform, such as the electric forklifts and other industrial vehicles.System

~~Figure~~We 5:built ~~Overview~~DriveMod ofas ~~Cyngn’s~~a modular software product that is compatible with various sensor and computer hardware components that are widely used throughout the autonomous vehicle industry. Our software combined with sensors and components from industry-leading hardware providers covers the end-to-end requirements that enable vehicles to operate autonomously with advanced navigation capabilities. The modularity of DriveMod allows our AV technology to (be compatible across vehicle platforms as well as indoor and outdoor environments. DriveMod) can be retrofitted to existing vehicle assets or integrated into a manufacturing partner’s vehicles at assembly, providing accessible options for our customers to integrate leading-edge technology whether their AV adoption strategies are evolutionary or revolutionary.

DriveMod’s flexibility combines with our network of manufacturing and service partners to support customers at different stages of autonomous technology integration. This allows customers to grow the complexity and scope of their industrial autonomy deployments as their business transforms while continually capturing returns throughout their transition to full autonomy. EAS will also grant customers access to over-the-air software upgrades, ad hoc customer support, and flexible consumption based on usage and scale of operations. By lessening both the commercial and technical burdens of traditional vehicle automation and industrial robotics investments, industrial AVs can become universally available to the market, even reaching small and medium-sized businesses that may otherwise struggle to adopt Industry 4.0 and 5.0 technology.8

7The core vehicle-agnostic DriveMod software stack is targeted and deployed to different vehicles through DriveMod Kits, which are the AV hardware systems that take into account the specific needs of operating the DriveMod software on a specific target vehicle. Then, after prototyping and productization, DriveMod kits streamline the integration of AV hardware and software onto vehicles at scale. The DriveMod Kit for Motrec MT160 Tuggers are released to mass production and available at scale. Subsequently, we expect to create different instances of DriveMod Kits to support the commercial release of new vehicles on the EAS platform, such as the electric forklifts and other industrial vehicles.

~~Cyngn~~Figure ~~Insight~~5: ~~Intelligent~~Overview ~~Control~~of ~~Center~~Cyngn’s autonomous vehicle technology (DriveMod)

~~Cyngn~~DriveMod’s ~~Insight is the customer-facing tool~~flexibility ~~suite~~combines ~~for~~with ~~managing~~our AVnetwork ~~fleets~~of manufacturing and ~~aggregating~~service ~~data~~partners to ~~extract~~support ~~business~~customers ~~insights.~~at ~~Analytics~~different ~~dashboards~~stages ~~surface~~of ~~data~~autonomous ~~about~~technology ~~the system’s~~integration. ~~status,~~This ~~vehicle~~allows ~~telemetry,~~customers ~~and~~to ~~performance~~grow ~~metrics.~~the ~~Cyngn~~complexity ~~Insight~~and ~~also~~scope ~~provides~~of ~~tools~~their toindustrial ~~switch~~autonomy ~~between~~deployments ~~autonomous,~~as ~~manual,~~their ~~and~~business ~~remote operation~~transforms ~~when~~while ~~required.~~continually capturing ~~This~~returns ~~flexibility~~throughout ~~allows~~their ~~customers~~transition to ~~use~~full ~~the~~autonomy. ~~autonomous~~EAS ~~capabilities~~will ofalso grant customers access to over-the-air ~~system~~software inupgrades, ad ahoc ~~way~~customer ~~that~~support, isand ~~tailored to~~flexible ~~their~~consumption ~~own~~based ~~operational~~on ~~environment.~~usage ~~Customers~~and ~~can~~scale ~~choose~~of ~~when~~operations. toBy ~~operate~~lessening ~~their~~both ~~DriveMod-powered vehicles~~the ~~autonomously~~commercial and ~~when~~technical toburdens ~~have~~of ~~human~~traditional ~~operators~~vehicle ~~operate~~automation ~~the~~and ~~vehicles~~industrial ~~manually~~robotics orinvestments, ~~remotely~~industrial ~~based~~AVs oncan ~~their~~become ~~own~~universally ~~business~~available ~~needs.~~to ~~When combined~~the market, ~~these~~even ~~capabilities and~~reaching ~~tools~~small ~~make~~and upmedium-sized ~~the~~businesses ~~Cyngn~~that ~~Insight~~may ~~intelligent~~otherwise ~~control~~struggle ~~center~~to ~~that~~adopt ~~enables~~Industry ~~flexible~~4.0 ~~fleet~~and ~~management~~5.0 ~~from any location~~technology.

Cyngn Insight’s tool suite includes configurable cloud dashboards that aggregate diverse data streams at several levels of granularity (i.e., site, fleet, vehicle, module, and component). We can collect data during “open loop” vehicle operation, meaning that the vehicles can be operated manually while still collecting the rich data enabled by the advanced on-vehicle sensors and computers. Data can be used for predictive maintenance, operational improvements, educating employees on digital transformation and more. 9

Cyngn ~~Evolve~~Insight: ~~Data~~Intelligent ~~Optimization~~Control ~~Tools~~Center

Cyngn ~~Evolve~~Insight is ~~our~~the ~~internal~~customer-facing tool suite ~~that~~for ~~underpins~~managing AV fleets and aggregating data to extract business insights. Analytics dashboards surface data about the ~~relationship~~system’s status, ~~between~~vehicle ~~AVs~~telemetry, and ~~data~~performance metrics. ~~Through~~Cyngn aInsight ~~unifying~~also ~~cloud-based data~~provides ~~infrastructure~~tools to switch between autonomous, ~~our~~manual, ~~proprietary~~and remote ~~data~~operation ~~tools~~when ~~strengthen~~required. ~~the~~This ~~positive~~flexibility ~~network~~allows ~~effects~~customers ~~derived~~to ~~from~~use the ~~valuable~~autonomous ~~new~~capabilities ~~data~~of ~~created~~the bysystem ~~AVs~~in a way that is tailored to their own operational environment. ~~Cyngn~~Customers ~~Evolve~~can choose when to operate their DriveMod-powered vehicles autonomously and ~~its~~when ~~data~~to ~~pipelines~~have ~~facilitate~~human ~~AI/ML~~operators ~~training~~operate ~~and~~the ~~deployment,~~vehicles ~~manage~~manually ~~data~~or ~~sets~~remotely based on their own business needs. When combined, these capabilities and ~~support~~tools make ~~driving~~up ~~simulation~~the ~~and~~Cyngn ~~grading~~Insight tointelligent ~~test~~control ~~and~~center ~~validate~~that ~~new~~enables ~~DriveMod releases,~~flexible ~~using~~fleet ~~both~~management ~~real-world and~~from ~~simulated~~any ~~data~~location.

~~Figure~~Cyngn 6:Insight’s ~~The~~tool suite ~~Cyngn~~includes ~~“AnyDrive”~~configurable ~~simulation is~~cloud ~~part~~dashboards that aggregate diverse data streams at several levels of ~~the~~granularity ~~Cyngn~~(i.e., ~~Evolve~~site, ~~toolchain~~fleet, vehicle, module, and component). ~~The~~We ~~simulation~~can ~~environment~~collect ~~creates~~data aduring ~~digital~~“open ~~version~~loop” ofvehicle ~~the~~operation, ~~physical~~meaning ~~world.~~that ~~This~~the ~~allows~~vehicles ~~for~~can ~~customer~~be operated manually while still collecting the rich data ~~sets~~enabled toby bethe ~~leveraged~~advanced on-vehicle sensors and ~~augmented~~computers. toData ~~achieve~~can ~~testing~~be ~~and~~used ~~validation~~for predictive ~~prior~~maintenance, tooperational ~~releasing~~improvements, ~~new~~educating AVemployees ~~features~~on digital transformation and more.

~~As AV technology expertise matures globally, there may be opportunities to monetize the sophisticated AV-centric tools of~~ Cyngn Evolve.: ~~Currently,~~Data weOptimization believe that AV development is confined to small groups of experts. Therefore, Cyngn Evolve is currently an internal EAS tool that we use to advance DriveMod and Cyngn Insight, our customer-facing EAS products.Tools

8Cyngn Evolve is our internal tool suite that underpins the relationship between AVs and data. Through a unifying cloud-based data infrastructure, our proprietary data tools strengthen the positive network effects derived from the valuable new data created by AVs. Cyngn Evolve and its data pipelines facilitate AI/ML training and deployment, manage data sets, and support driving simulation and grading to test and validate new DriveMod releases, using both real-world and simulated data.

~~Corporate~~Figure ~~Strategy~~6: The Cyngn “AnyDrive” simulation is part of the Cyngn Evolve toolchain. The simulation environment creates a digital version of the physical world. This allows for customer data sets to be leveraged and augmented to achieve testing and validation prior to releasing new AV features.

~~360°~~As ~~Sales~~AV technology expertise matures globally, there may be opportunities to monetize the sophisticated AV-centric tools of Cyngn Evolve. Currently, we believe that AV development is confined to small groups of experts. Therefore, Cyngn Evolve is currently an internal EAS tool that we use to advance DriveMod and ~~Marketing~~Cyngn Insight, our customer-facing EAS products.

We are building a go-to-market ecosystem that we believe to be highly leveraged by using our partners as the foundation of our growth strategy. We plan to utilize these relationships to generate and cultivate customer demand, acquire new customers, and deliver additional services to our customers.10

~~Key~~Corporate ~~elements of our market entry and expansion roadmap include:~~Strategy

~~Focus:~~360° ~~manufacturing~~Sales and ~~distribution~~ ~~material handling vehicles~~Marketing

~~Manufacturing~~We ~~and~~are ~~distribution~~building a go-to-market ~~applications~~ecosystem ~~can~~that bewe ~~conducive~~believe to ~~short~~be ~~deployment~~highly ~~timelines~~leveraged ~~due~~by tousing ~~the~~our ~~similar~~partners ~~use~~as ofthe ~~material~~foundation ~~handling~~of ~~vehicles~~our ~~across~~growth ~~these environments~~strategy. We ~~have~~plan ~~already~~to ~~deployed~~utilize ~~DriveMod-powered~~these relationships ~~industrial~~to ~~vehicles~~generate ~~at multiple manufacturing~~ and ~~distribution~~cultivate ~~facilities~~customer ofdemand, ~~varying~~acquire ~~sizes~~new customers, ~~including~~ ~~facilities~~and asdeliver ~~large~~additional asservices 4to ~~million~~our ~~square feet~~customers.

~~Broaden:~~Key ~~address~~elements ~~other~~of our market ~~industrial~~entry ~~vehicle~~and ~~use~~expansion ~~cases~~roadmap include:

~~The~~Focus: ~~industries~~manufacturing ~~that utilize material transport vehicles share trends, challenges,~~ and ~~opportunities. DriveMod has been architected to be vehicle agnostic and allow~~ ~~for~~distribution ~~efficient~~material ~~expansion~~handling ~~to industries such as mining, construction, yard operations, and agriculture.~~vehicles

~~Expand:~~Manufacturing ~~develop~~and ~~autonomous~~distribution ~~vehicle~~applications ~~technologies~~can be conducive to short deployment timelines due to the similar use of material handling vehicles across ~~other~~these ~~sectors~~environments. We have already deployed DriveMod-powered industrial vehicles at multiple manufacturing and distribution facilities of varying sizes, including facilities as large as 4 million square feet.

~~According~~Broaden: toaddress ~~a CB Insights~~other ~~report,~~industrial ~~“33 Industries Other Than Auto That Driverless Cars Could Turn Upside Down,” autonomous~~ vehicle ~~technology~~use brings value to at least 33 industries. Because our core autonomous technology is universal, the Company has an opportunity to generate revenue across a variety of industries. We believe that developing the sales and marketing infrastructure to access these markets is an essential aspect of driving growth in these areas.cases

~~Revenue~~The ~~Sources~~industries that utilize material transport vehicles share trends, challenges, and opportunities. DriveMod has been architected to be vehicle agnostic and allow for efficient expansion to industries such as mining, construction, yard operations, and agriculture.

WeRevenue ~~anticipate that our technology will generate revenue through three main methods: deployment, EAS subscriptions, and DriveMod customization.~~Sources

~~Deployment~~We anticipate that our technology will generate revenue through three main methods: deployment, EAS subscriptions, and DriveMod customization.

Deploying our EAS requires us and our integration partners to work with a new client to map the job site, gather data, and install our AV technology within their fleet and site. New deployments yield project-based revenues that are assessed based on the scope of the deployment. Our major collaborators in this area are our OEM partners, and we can reinforce our deployment capability with integration and services from third party partners. Working directly with our OEM partners as well as with third party experts ensures that we can deploy our technology globally and at-scale.Deployment

Deploying our EAS ~~License~~requires us and our integration partners to work with a new client to map the job site, gather data, and install our AV technology within their fleet and site. New deployments yield project-based revenues that are assessed based on the scope of the deployment. Our major collaborators in this area are our OEM partners, and we can reinforce our deployment capability with integration and services from third party partners. Working directly with our OEM partners as well as with third party experts ensures that we can deploy our technology globally and at-scale.

~~According~~EAS to ABI Research, the cloud robotics opportunity is expected to grow from $3.3 billion in 2019 to $157.8 billion by 2030, accounting for 30% of the robotic industry’s total worth (source: Cloud Robotics Market Predicted to Grow to $157.8 billion by 2030, article by Robotics & Automation News). Sustained revenue growth is expected to come largely from recurring subscription revenues that enable companies to tap into an ever-expanding suite of AV and AI capabilities as organizations transition into full industrial autonomy.License

~~Industrial~~EAS ~~operations~~is ~~are~~a comprehensive suite ~~extremely~~of ~~rich~~technologies ~~with~~comprised ~~data.~~of ~~However~~DriveMod, weour ~~believe~~modular ~~this~~industrial ~~data~~vehicle isautonomous ~~still~~driving ~~being~~software; ~~put~~Cyngn toInsight, ~~limited~~our ~~use~~customer-facing fleet management and data analytics platform; and Cyngn Evolve, ~~especially~~our asinternal itAI ~~pertains~~and tomachine ~~equipment~~learning ~~transport~~ development and ~~autonomy~~simulation ~~performance~~infrastructure. Together, ~~EAS~~these ~~creates~~solutions create a foundation for extracting new and valuable enterprise data insights bythrough ~~the nature of the~~ advanced sensors, electronic control units, and vehicle connectivity that ~~supports~~power DriveMod’s autonomous functionality. We can monetize the data insights in a variety of ways by offering configurable cloud dashboards for fleet/asset management, operational performance data, and predictive analytics to customers. In parallel, exposing this fleet and vehicle data could be a boon for our OEM partners as they evolve to optimize their product roadmaps and better integrate our technology to serve the future needs of industrial autonomy.

9Through Cyngn Insight, we monetize these data insights by offering configurable cloud dashboards for fleet and asset management, operational performance monitoring, remote vehicle operations, and predictive analytics. Cyngn Evolve continuously enhances our AI models using real-world and synthetic data, enabling ongoing performance improvements and validated software releases.

~~DriveMod~~Collectively, ~~Customization~~the data generated and ~~Non-Recurring~~analyzed ~~Engineering~~across the EAS suite not only drives customer value but also provides meaningful insights to OEM partners as they optimize ~~(“NRE”)~~product roadmaps and integrate autonomous capabilities to meet the evolving demands of industrial automation.

DriveMod’s capability as an AV software stack will continue to expand in several dimensions—most notably, in the number of vehicles that DriveMod can operate autonomously and the maneuvers that a DriveMod-powered vehicle can execute. Targeting DriveMod to operate new vehicle types autonomously as well as the expansion of autonomous maneuvers that can be executed by DriveMod are both customizations that may generate revenues from OEMs or end customers through NRE contracts. New customizations yield project-based revenues that are assessed based on the scope of the deployment. This revenue stream is substantiated by the commercial contract that was entered into with an end customer for deploying DriveMod on electric forklifts.11

GoDriveMod Customization and Non-~~to-Market~~Recurring ~~Strategy~~Engineering (“NRE”)

~~Our~~DriveMod’s ~~go-~~capability as an AV software stack will continue to expand in several dimensions-~~market strategy hinges~~most onnotably, ~~strategic~~in ~~collaboration~~the number of vehicles that DriveMod can operate autonomously and isthe maneuvers that a DriveMod-powered vehicle can execute. Targeting DriveMod to operate new vehicle types autonomously as well as the expansion of autonomous maneuvers that can be executed by DriveMod are both customizations that may generate revenues from OEMs or end customers through NRE contracts. New customizations yield project-based revenues that are assessed based on athe ~~set~~scope of ~~three~~the deployment. ~~basic~~This ~~principles:~~revenue stream is substantiated by the commercial contract that was entered into with an end customer for deploying DriveMod on electric forklifts.

●Go-to-Market ~~Collaborate with industrial vehicle OEMs and their dealer and service networks~~Strategy

●Our ~~Land~~go-to-market strategy &hinges ~~expand~~on ~~with~~strategic ~~end~~collaboration ~~customers~~and is based on a set of three basic principles:

● ~~Partner~~Collaborate ~~instead~~with ofindustrial ~~compete~~vehicle onOEMs ~~adjacent~~and ~~enabling~~their ~~technology~~dealer and service networks

~~Collaborate~~● —Land ~~industrial~~& ~~vehicle~~expand ~~OEMs~~with end customers

~~Our~~● ~~focus~~Partner isinstead onof ~~acquiring new~~compete ~~customers~~on ~~who~~adjacent ~~are~~enabling ~~either (a) looking to embed our~~ technology into their vehicle products or (b) upsell their existing clients with our vehicle retrofits. We follow a named account coverage approach. After establishing a customer relationship with an OEM, we seek to embed our technology into their product roadmap and expand our services to their many clients. We believe this category represents a substantial opportunity to generate revenue as a single relationship with an OEM that can lead to revenue opportunities across the entire marketplace.

~~Land~~Collaborate &- ~~expand~~industrial —vehicle ~~end customers~~OEMs

Our ~~go-to-market strategy~~ focus is toon ~~acquire~~ acquiring new customers ~~that~~who ~~use~~are ~~industrial~~either ~~vehicles~~(a) inlooking ~~their~~to ~~mission-critical operations.~~embed Weour ~~pursue~~technology ~~this~~into ~~strategy~~their byvehicle ~~being~~products ~~hyper-focused on building~~or ~~a robust pipeline of prospective customers~~ (~~“land”~~b) ~~and~~upsell ~~utilizing~~their ~~strategic~~existing ~~sales~~clients ~~channels that will result in coordinated~~with ~~opportunities~~our tovehicle ~~accelerate growth (“expand”)~~retrofits. ~~Our~~We ~~archetypal~~follow ~~customers~~a ~~are~~named ~~corporations~~account ~~that~~coverage ~~deploy fleets of heterogeneous industrial vehicles across many sites~~approach. ~~DriveMod’s~~After ~~flexibility~~establishing isa ~~intertwined~~customer relationship with ~~the~~an ~~wide-ranging applicability~~OEM, ofwe ~~our~~seek ~~EAS~~to ~~and~~embed ~~creates~~our ~~the~~technology ~~unique~~into ~~leveraged~~their ~~opportunity~~product ofroadmap ~~expanding~~and ~~across~~expand ~~vehicles~~our ~~and~~services ~~sites~~to ~~with~~their ~~these~~many ~~major customers~~clients. ~~After~~We anbelieve ~~initial~~this ~~win~~category ~~for a~~represents ~~first AV deployment with~~ a ~~customer,~~substantial opportunity weto ~~can~~generate ~~expand~~revenue ~~within~~as ~~the~~a ~~site~~single torelationship ~~additional~~with ~~vehicle~~an ~~platforms,~~OEM ~~then~~that ~~expand~~can ~~the~~lead ~~use of similar vehicles~~ to ~~other~~revenue ~~sites~~opportunities ~~operated~~across by the ~~customer~~entire ~~and finally repeat across new vehicles and sites~~marketplace.

~~Partner~~Land ~~instead~~& ofexpand ~~compete~~- —end ~~technology~~customers

~~The~~Our ~~scaling~~go-to-market ~~of Industrial~~strategy ~~Autonomy~~is ~~will~~to ~~benefit~~acquire ~~from~~new ancustomers ~~ecosystem~~that ~~made~~use upindustrial ofvehicles ~~different~~in ~~enabling~~their ~~technologies~~mission-critical ~~and~~operations. ~~services,~~We ~~such~~pursue asthis ~~hardware~~strategy ~~manufacturing,~~by ~~connectivity,~~being hyper-focused ~~Internet~~on building a robust pipeline of ~~Things~~prospective customers (“~~IoT~~land”), and ~~digital~~utilizing ~~integration.~~strategic ~~Rather~~sales ~~than~~channels ~~trying~~that towill ~~compete~~result ~~with~~in coordinated ~~other~~opportunities ~~technology~~to ~~suppliers,~~accelerate wegrowth ~~intend to~~(“expand”). ~~rely~~Our onarchetypal ~~our~~customers ~~strategic~~are ~~collaborations~~corporations that ~~give~~deploy ~~both~~fleets ~~partners~~of heterogeneous ~~access~~industrial tovehicles ~~new~~across ~~markets~~many ~~and capabilities~~sites. ~~For~~DriveMod’s ~~example,~~flexibility ~~hardware~~is ~~partners~~intertwined with the wide-ranging applicability of ~~like~~our ~~Motrec~~EAS and ~~BYD~~creates ~~provide~~the ~~complementary~~unique ~~solutions~~leveraged ~~that~~opportunity ~~stand~~of toexpanding ~~benefit~~across ~~from~~vehicles ~~Cyngn’s~~and ~~autonomy~~sites ~~software.~~with ~~Thereby,~~these wemajor ~~leverage~~customers. ~~our~~After an initial ~~R&D~~win ~~resources~~for a first AV deployment with ~~existing~~a ~~core~~customer, ~~competencies~~we ofcan ~~our~~expand ~~technology~~within ~~partners~~the ~~through~~site ~~collaboration~~to additional vehicle platforms, ~~resulting~~then inexpand athe ~~more~~use ~~efficient~~of ~~asset-light~~similar ~~approach~~vehicles into ~~product~~other ~~development~~sites operated by the customer and ~~manufacturing~~finally repeat across new vehicles and sites.

~~Our~~Partner ~~Technology~~instead of compete - technology

~~Autonomous~~The ~~vehicles~~scaling ~~must~~of ~~integrate~~Industrial aAutonomy ~~suite~~will benefit from an ecosystem made up of different enabling technologies toand ~~generate~~services, ~~operational~~such ~~value.~~as ~~Our~~hardware ~~core~~manufacturing, ~~competencies~~connectivity, Internet ~~are~~of inThings ~~DriveMod~~(“IoT”), ~~the~~and ~~on-vehicle AV~~digital integration. Rather than trying to compete with other technology ~~stack~~suppliers, we intend to rely on our strategic collaborations that isgive ~~underpinned~~both bypartners AIaccess to new markets and ~~robotics~~capabilities. ~~expertise~~For example, hardware partners like Motrec and ~~paramount~~BYD toprovide ~~enabling~~complementary ~~autonomous~~solutions ~~mobility.~~that ~~With~~stand to benefit from Cyngn’s ~~Insight~~autonomy software. Thereby, ~~EAS~~we ~~integrates~~leverage ~~analytics,~~our ~~visual~~R&D ~~dashboards,~~resources ~~connectivity,~~with ~~cloud~~existing ~~services,~~core ~~and~~competencies ~~other~~of ~~traditional~~our ~~software~~technology ~~systems~~partners ~~that~~through ~~allow~~collaboration, ~~customers~~resulting toin ~~interact~~a ~~with~~more ~~and~~efficient ~~extract~~asset-light ~~insights~~approach ~~out~~in ofproduct ~~our~~development ~~advanced~~and ~~AV technology~~manufacturing.

10Our Technology

~~Mapping~~Autonomous &vehicles ~~localization~~must integrate a suite of technologies to generate operational value. Our core competencies are in DriveMod, the on-vehicle AV technology stack that is underpinned by AI and robotics expertise and paramount to enabling autonomous mobility. With Cyngn Insight, EAS integrates analytics, visual dashboards, connectivity, cloud services, and other traditional software systems that allow customers to interact with and extract insights out of our advanced AV technology.

Our proprietary system design abstracts mapping and localization data so that DriveMod can use a variety of high-accuracy solutions to create the optimal mapping and localization system for the given environment. Our mapping and localization system distills sensor data into contextually rich representations of the physical world and extracts common insights like required stops and navigation boundaries. These common insights help to create consistent AV operation across diverse sites, enabling our AVs to navigate both indoor and outdoor.12

~~Perception~~Mapping & localization

~~Granular,~~Our ~~efficient~~proprietary ~~perception~~system design ~~forms~~abstracts ~~the~~mapping ~~basis~~and oflocalization ~~advanced~~data ~~AVs.~~so ~~Perception~~that isDriveMod ~~one~~can ofuse ~~the~~a ~~most~~variety ~~complex~~of ~~subsystems, requiring specialized data infrastructure and engineering expertise in AI/ML and~~ high-~~performance computing.~~accuracy Wesolutions ~~have~~to ~~built~~create athe ~~modular~~optimal ~~sensor~~mapping ~~fusion~~and localization ~~pipeline~~system ~~that~~for ~~runs~~the ongiven aenvironment. ~~low~~Our ~~compute~~mapping ~~footprint~~ and ~~creates~~localization ~~the~~system ~~flexibility~~distills tosensor ~~customize~~data ~~our~~into ~~perception~~contextually ~~stack~~rich ~~according to application requirements. Our perception architecture streamlines~~representations ~~DriveMod~~of ~~deployments~~the onphysical ~~new~~world ~~vehicles.~~and ~~Our~~extracts ~~approach addresses~~ common ~~industry~~insights ~~challenges~~ like ~~integrating~~required ~~different~~stops ~~sensor modalities~~ and ~~accounting~~ ~~for~~navigation ~~different sensor mounting positions~~boundaries. WeThese ~~have~~common ~~now~~insights ~~integrated~~help ~~DriveMod~~to ~~into~~create consistent ~~more~~AV ~~than~~operation ~~ten~~across ~~different~~diverse ~~vehicle platforms~~sites, ~~utilizing various~~enabling ~~combinations~~our ofAVs ~~Light~~to ~~Detecting~~navigate ~~and~~both ~~Ranging~~indoor ~~(“LiDAR”), camera, radar, ultrasonic,~~ and ~~positioning sensors~~outdoor.

~~Path planning~~Perception

~~Our~~Granular, ~~system’s~~efficient ~~ability~~perception toforms ~~react~~the basis of advanced AVs. Perception is one of the most complex subsystems, requiring specialized data infrastructure and ~~adjust~~engineering expertise toin ~~real~~AI/ML and high-~~time changes~~performance ~~creates~~computing. aWe ~~more~~have ~~efficient~~built ~~workflow~~a ~~than~~modular ~~basic~~sensor ~~automation~~fusion ~~solutions~~pipeline that ~~can~~runs ~~only~~on ~~stop/go along~~ a ~~rigid~~low ~~path~~compute footprint and ~~require~~creates ~~constant~~the ~~human~~flexibility ~~hand-holding~~to customize our perception stack according to application requirements. ~~The~~Our ~~Cyngn~~perception ~~path~~architecture ~~planning~~streamlines DriveMod ~~system~~deployments ~~provides~~on ~~thousands~~new ofvehicles. ~~trajectory~~Our ~~candidates~~approach addresses common industry challenges like integrating different sensor modalities and ~~per~~accounting ~~second,~~for ~~enabling~~different sensor mounting positions. We have now integrated DriveMod into more ~~complex~~than ~~paths~~ten todifferent bevehicle ~~navigated~~platforms, ~~that~~utilizing various ~~may~~combinations ~~include~~of ~~advanced~~Light ~~behavior~~Detecting ~~like~~and ~~carefully~~Ranging ~~nudging~~(“LiDAR”), ~~around~~camera, ~~obstacles~~radar, ~~or negotiating~~ultrasonic, ~~intersections~~and positioning sensors.

~~Decision~~Path ~~making~~planning

~~The~~Our ~~Cyngn~~system’s ~~decision engine~~ability ~~holds~~to ~~the~~react ~~logic~~ and ~~decision-making rules~~adjust ~~that~~to ~~govern~~real-time ~~driving~~changes ~~behavior.~~creates ~~The~~a ~~decision~~more ~~engine~~efficient ~~pulls~~workflow ~~together~~than ~~insights~~basic ~~from~~automation ~~mapping, perception,~~solutions ~~and~~that ~~path~~can ~~planning~~only tostop/go ~~enable~~along a ~~more~~rigid ~~complex~~path ~~vehicle maneuvers~~ and ~~automated~~require ~~conflict~~constant ~~resolution~~human hand-holding. The Cyngn path planning system isprovides ~~extensible~~thousands ~~to introduce~~of ~~new~~trajectory ~~capabilities~~candidates ~~with~~per ~~logic~~second, enabling ~~that~~more iscomplex ~~designed~~paths to ~~achieve~~be anavigated ~~high~~that ~~level~~may ofinclude ~~abstraction,~~advanced ~~which~~behavior ~~enables~~like uscarefully tonudging ~~adopt~~around ~~new~~obstacles ~~driving~~or ~~behaviors~~negotiating intersections.

11Decision making

~~Actuation~~The Cyngn decision engine holds the logic and decision-making rules that govern driving behavior. The decision engine pulls together insights from mapping, perception, and path planning to enable more complex vehicle maneuvers and automated conflict resolution. The system is extensible to introduce new capabilities with logic that is designed to achieve a high level of abstraction, which enables us to adopt new driving behaviors.

A subsystem of our software stack, Cyngn-by-Wire (“CbW”), addresses the basic requirements of mechanical vehicle components that must be met for DriveMod to make a vehicle operate autonomously. Legacy electronic control units (“ECU”) that do not use Drive-by-Wire (“DbW”) technology that enables software commands to electronically control vehicle actuation typically create a hurdle for integrating AV technology. CbW addresses this issue by decoupling the hardware and software components of DbW systems. For vehicles with legacy ECU’s, CbW allows customers to replace existing ECUs with DbW hardware that can be tuned to meet the needs of the selected vehicle platform using CbW software. When vehicles have DbW ECUs already installed, the CbW software layer is configured and applied without the need for replacing the hardware. Thus, CbW enables AV actuation across vehicle fleets with varying levels of vehicle age and sophistication.Actuation

~~Competitive~~A ~~Environment~~subsystem of our software stack, Cyngn-by-Wire (“CbW”), addresses the basic requirements of mechanical vehicle components that must be met for DriveMod to make a vehicle operate autonomously. Legacy electronic control units (“ECU”) that do not use Drive-by-Wire (“DbW”) technology that enables software commands to electronically control vehicle actuation typically create a hurdle for integrating AV technology. CbW addresses this issue by decoupling the hardware and software components of DbW systems. For vehicles with legacy ECU’s, CbW allows customers to replace existing ECUs with DbW hardware that can be tuned to meet the needs of the selected vehicle platform using CbW software. When vehicles have DbW ECUs already installed, the CbW software layer is configured and applied without the need for replacing the hardware. Thus, CbW enables AV actuation across vehicle fleets with varying levels of vehicle age and sophistication.

~~There~~Competitive is an increasing demand for autonomous vehicle solutions in an effort to increase safety, improve efficiency, and enhance productivity to meet the goals set out by Industry 4.0 and 5.0. Autonomous vehicles are an enabling technology that gives us the opportunity to add more value to customers.Environment

~~The~~There ~~market for automated vehicle solutions~~ is ~~burgeoning,~~an ~~and~~increasing ~~the advanced technology required to enable autonomous solutions in industrial environments is still developing.~~demand Asfor ~~a result, we face competition from a range of companies seeking to develop~~ autonomous vehicle solutions. ~~These~~in ~~competitors~~an ~~include traditional~~effort ~~industrial~~to ~~vehicle~~increase ~~manufacturers~~safety, ~~(such~~improve asefficiency, ~~Crown Equipment’s automated forklifts or Toyota Materials Handling) robotics providers (such Locus Robotics for stock picking AMRs or SeeGrid for pallet~~ and ~~tow~~enhance ~~AMRs),~~productivity ~~and~~to ~~software~~meet ~~companies~~the ~~(such~~goals asset ~~Brain Corp~~out ~~for~~by ~~floor~~Industry ~~scrubbers~~4.0 ~~or Oxbotica for people~~ and ~~goods transport), as well as large corporate competitors that provide a broad range of software, service, and logistics solutions across many markets~~5.0. ~~These~~Autonomous ~~competitors~~vehicles are ~~also~~an ~~working~~enabling ~~to advance~~ technology, ~~reliability, and~~that ~~innovation~~gives inus ~~their~~the ~~development~~opportunity ofto ~~new~~add ~~and~~more ~~improved~~value ~~solutions~~to customers.

We will continue to face competition from existing competitors and new companies entering the industrial autonomy landscape. Many of our competitors either have technical or strategic barriers that limit their product offerings to specific deployment environments, operations protocols, or vehicle form factors. It is our belief that it will take a substantial period of time to develop features that satisfy the dynamic needs of industry customers. Additionally, larger corporate competitors are likely to encounter roadblocks due to competitive overlap with end customers, limiting their ability to address the needs of the broader industrial market. With specific regard to manufacturing and distribution, a number of competitors have already begun to deploy products, but we believe the benefits stemming from our modular software-centric approach, technical expertise in the area of autonomous vehicles, and the ubiquitous applicability of EAS gives us the potential to displace current offerings and capture a significant share of this rapidly growing market.13

12The market for automated vehicle solutions is burgeoning, and the advanced technology required to enable autonomous solutions in industrial environments is still developing. As a result, we face competition from a range of companies seeking to develop autonomous vehicle solutions. These competitors include traditional industrial vehicle manufacturers (such as Crown Equipment’s automated forklifts or Toyota, Yale and Vecna Materials Handling), robotics providers (such as Seegrid Corporation for pallet and tow AMRs), as well as large corporate competitors that provide a broad range of software, service, and logistics solutions across many markets. These competitors are also working to advance technology, reliability, and innovation in their development of new and improved solutions.

~~Governmental~~We will continue to face competition from existing competitors and ~~Environmental~~new ~~Regulations~~companies entering the industrial autonomy landscape. Many of our competitors either have technical or strategic barriers that limit their product offerings to specific deployment environments, operations protocols, or vehicle form factors. It is our belief that it will take a substantial period of time to develop features that satisfy the dynamic needs of industry customers. Additionally, larger corporate competitors are likely to encounter roadblocks due to competitive overlap with end customers, limiting their ability to address the needs of the broader industrial market. With specific regard to manufacturing and distribution, a number of competitors have already begun to deploy products, but we believe the benefits stemming from our modular software-centric approach, technical expertise in the area of autonomous vehicles, and the ubiquitous applicability of EAS gives us the potential to displace current offerings and capture a significant share of this rapidly growing market.

~~Regulatory~~Governmental ~~considerations contribute~~and toEnvironmental our current strategic position that targets enterprise customers with operations mostly confined to private property. This decreases our exposure to regulations, which mitigates some deployment risks. Typically, we will satisfy regulatory requirements by adhering to the protocols of the site operator (the end customer).Regulations

~~The~~Regulatory ~~regulatory environment~~considerations ~~for~~contribute ~~autonomous~~to ~~industrial~~our ~~vehicles~~current isstrategic ~~still~~position ~~being developed. In 2016, the United States Department of Transportation (“US DoT”) issued regulations~~ that ~~require~~targets ~~the~~enterprise ~~submission~~customers ofwith ~~documentation~~operations ~~covering~~mostly ~~specific~~confined ~~topics related~~ to ~~autonomy~~private ~~and~~property. ~~government regulators,~~This ~~but~~decreases ~~these~~our ~~regulations~~exposure ~~are targeted towards road vehicles. As the autonomous industrial vehicle regulatory environment continues~~ to ~~develop~~regulations, it ~~will~~which bemitigates ~~imperative~~some ~~not~~deployment ~~only to comply with applicable standards but to be an active participant in the development of new standards~~risks. ~~Outside~~ ~~of government standards~~Typically, ~~third~~we ~~party organizations, industrial workplace advocates, and industry groups have and~~ will ~~continue to~~satisfy ~~impose self-~~regulatory ~~standards.~~ Inrequirements ~~certain~~by ~~cases, these standards may be contractually applicable to our systems, products,~~adhering ~~and operations. Thus, we expect and prepare~~ to ~~comply~~the ~~with~~protocols ~~various~~of ~~standards,~~the ~~including~~site ~~Occupational~~operator ~~Safety and Health Administration~~ (~~“OSHA”),~~the ~~International~~end ~~Organization for Standardization (“ISO”~~customer)~~, International Electrotechnical Commission (“IEC”), or American National Standards Institute (“ANSI”) on a case-by-case basis~~.

UThe regulatory environment for autonomous industrial vehicles is still being developed.S. ~~and~~In ~~international~~2016, ~~regulations~~the United States Department of Transportation (“US DoT”) ~~related~~issued toregulations ~~data~~that ~~privacy~~require ~~are~~the ~~also~~submission of ~~great~~documentation ~~importance~~covering specific topics related to ~~our~~autonomy ~~company’s~~and ~~products,~~government ~~operations~~regulators, but ~~and~~these ~~culture~~regulations are targeted towards road vehicles. ~~Like~~As the autonomous industrial vehicle regulatory environment continues to develop, it ~~the~~will ~~regulatory~~be ~~framework~~imperative ~~for~~not ~~data~~only ~~privacy,~~to ~~protection,~~comply ~~and~~with ~~security~~applicable ~~worldwide~~standards isbut ~~continuously~~to ~~evolving~~be ~~and~~an ~~developing~~active participant in the development of new standards. AsOutside aof ~~result~~government standards, ~~interpretation~~third ~~and~~party ~~implementation~~organizations, ~~standards~~industrial workplace advocates, and ~~enforcement~~industry ~~practices~~groups ~~are~~have ~~likely~~and will continue to ~~remain~~impose ~~fluid~~self-regulatory ~~for~~standards. ~~the~~In ~~foreseeable~~certain ~~future. As~~cases, these standards may be contractually applicable to our ~~company~~systems, ~~expands~~products, ~~its~~and operations. Thus, ~~the~~we ~~collection,~~expect ~~use~~and prepare to comply with various standards, including Occupational Safety and ~~protection~~Health ofAdministration ~~any~~(“OSHA”), International ~~and~~Organization ~~all~~for ~~data~~Standardization ~~assets~~(“ISO”), ~~will~~International beElectrotechnical ~~internally~~Commission ~~scrutinized~~(“IEC”), toor ~~ensure~~American ~~compliance~~National ~~with~~Standards ~~this~~Institute ~~changing~~(“ANSI”) ~~landscape~~on a case-by-case basis.

~~Decreasing~~U.S. ~~the~~and ~~environmental~~international regulations ~~impact~~related ofto ~~industrial~~data ~~vehicles~~privacy isare aalso ~~high~~of ~~priority.~~great ~~Research~~importance ~~has~~to ~~shown~~our ~~that~~company’s ~~equipment utilization rate~~products, ~~configuration~~operations, and ~~operational~~culture. ~~consistency have~~Like athe ~~strong~~autonomous ~~effect~~vehicle regulatory onenvironment, the ~~emissions~~regulatory ~~released~~framework byfor ~~industrial~~data ~~vehicle~~privacy, ~~equipment~~protection, ~~(Source:~~and ~~Journal~~security ofworldwide ~~the~~is ~~Air~~continuously &evolving ~~Waste~~and ~~Management Association)~~developing. A ~~key~~As ~~focus~~a ofresult, ~~Cyngn’s~~interpretation ~~EAS~~and ~~will~~implementation bestandards ~~working~~and toenforcement ~~minimize~~practices ~~the~~are ~~environmental~~likely ~~impact~~to ofremain ~~industrial~~fluid ~~vehicles~~for ~~through~~the ~~new~~foreseeable ~~data insights that~~future. ~~can~~As ~~contribute~~our tocompany ~~more~~expands ~~sustainable~~its ~~practices.~~operations, ~~Our~~the ~~historic~~collection, ~~vehicle~~use, ~~platforms~~and ~~have~~protection ~~primarily~~of ~~been~~any ~~electric~~and ~~vehicles~~all ~~(“EV”). While~~data ~~electric~~assets ~~drivetrains~~will ~~are~~be ~~not~~internally ascrutinized ~~requirement for DriveMod’s technology, EVs are often an application requirement since the vehicles~~to ~~operate~~ensure ~~alongside~~compliance ~~humans~~with inthis ~~enclosed~~changing ~~spaces~~landscape.

~~Intellectual~~Decreasing ~~Property~~the environmental impact of industrial vehicles is a high priority. Research has shown that equipment utilization rate, configuration, and operational consistency have a strong effect on the emissions released by industrial vehicle equipment (Source: Journal of the Air & Waste Management Association). A key focus of Cyngn’s EAS will be working to minimize the environmental impact of industrial vehicles through new data insights that can contribute to more sustainable practices. Our historic vehicle platforms have primarily been electric vehicles (“EV”). While electric drivetrains are not a requirement for DriveMod’s technology, EVs are often an application requirement since the vehicles operate alongside humans in enclosed spaces.

~~Our~~Intellectual ability to drive impact and growth within the autonomous industrial vehicle market largely depends on our ability to obtain, maintain, and protect our intellectual property and all other property rights related to our products and technology. To accomplish this, we utilize a combination of patents, trademarks, copyrights, and trade secrets as well as employee and third-party non-disclosure agreements, licenses, and other contractual obligations. In addition to protecting our intellectual property and other assets, our success also depends on our ability to develop our technology and operate without infringing, misappropriating, or otherwise violating the intellectual property and property rights of third parties, customers, and partners.Property

Our ~~software~~ability ~~stack~~to ~~has~~drive ~~over~~impact 30and ~~subsystems,~~growth ~~including~~within ~~those~~the ~~designed~~autonomous ~~for~~industrial ~~perception,~~vehicle ~~mapping~~market &largely ~~localization,~~depends ~~decision~~on ~~making~~our ability to obtain, ~~planning~~maintain, and ~~control~~protect our intellectual property and all other property rights related to our products and technology. AsTo accomplish this, we utilize a combination of ~~February~~patents, 28trademarks, ~~2025~~copyrights, weand ~~have~~trade 21secrets ~~granted~~as ~~U.S.~~well ~~patents~~as employee and ~~submitted~~third-party 5non-disclosure ~~pending~~agreements, Ulicenses, and other contractual obligations.S. ~~patent~~In addition to protecting our intellectual property and ~~expect~~other toassets, ~~continue~~our tosuccess ~~file~~also ~~additional~~depends ~~patent~~on ~~applications with~~our ~~respect~~ability to develop our technology inand operate without infringing, misappropriating, or otherwise violating the ~~future~~intellectual property and property rights of third parties, customers, and partners.

1314

~~Corporate~~Our ~~Social~~software ~~Responsibility~~stack has over 30 subsystems, including those designed for perception, mapping & localization, decision making, planning, and ~~Sustainability~~control. As of March 26, 2026, we have 24 granted U.S. patents and submitted 2 pending U.S. patent and expect to continue to file additional patent applications with respect to our technology in the future.

~~Our~~Corporate ~~mission~~Social isResponsibility ~~to deliver the benefits of autonomous industrial vehicle technology to enhance the safety~~ and operational efficiency of materials handling in a cost-effective method in supply chain logistics. We seek to make the movement of goods in warehouse settings safer, faster, cheaper while reducing greenhouse gas emissions through greater operating efficiencies.Sustainability

~~Human~~Our ~~Capital~~mission ~~Resources~~is to deliver the benefits of autonomous industrial vehicle technology to enhance the safety and operational efficiency of materials handling in a cost-effective method in supply chain logistics. We seek to make the movement of goods in warehouse settings safer, faster, cheaper while reducing greenhouse gas emissions through greater operating efficiencies.

~~Our~~Human ~~team~~Capital is composed of energetic, motivated and highly experienced visionaries. They include machine vision, AI, and autonomous software engineers from the greatest universities in the world. Together with a highly talented and skilled support team, we solve real-world industrial applications in autonomy. As of February 28, 2025, we had 58 full-time employees. The majority of our employees are based in Silicon Valley, California.Resources

Our ~~core~~team ~~values~~is ~~include~~composed ~~focus on~~of ~~impact~~energetic, motivated ~~display~~and ~~curiosity,~~highly ~~communicate~~experienced ~~proactively,~~visionaries. ~~apply~~They ~~good~~include ~~judgment~~machine vision, AI, and ~~demonstrate~~autonomous ~~selflessness.~~software Weengineers ~~believe~~from ~~these~~the ~~values~~greatest ~~encourage~~universities ~~innovation~~in ~~and~~the ~~a team-oriented culture~~world. ~~Our~~Together ~~employees~~with ~~have access to~~ a ~~wide~~highly ~~range~~talented ofand ~~training,~~skilled ~~different~~support ~~career paths~~team, ~~and,~~we ~~most importantly,~~solve ~~challenging~~real-world ~~and~~industrial ~~purposeful~~applications ~~work~~in autonomy. ~~Our~~As ~~culture~~of March ~~is also built on diversity~~26, ~~inclusion~~2026, ~~camaraderie,~~we ~~and~~had ~~celebration.~~62 Wefull-time ~~organize regular~~employees. ~~team~~The ~~building~~majority ~~activities~~of ~~and public recognition forums to celebrate~~ our ~~diversity~~employees ~~and~~are ~~invest~~based in ~~strong~~Silicon ~~relationships~~Valley, California.

InOur ~~addition~~core tovalues ainclude ~~positive~~focus ~~culture~~on ~~and~~impact, ~~career~~display ~~development~~curiosity, wecommunicate ~~offer~~proactively, aapply ~~robust~~good ~~benefits~~judgment, ~~package~~and demonstrate selflessness. ~~This~~We ~~package~~believe ~~includes~~these values encourage innovation and a ~~flexible~~team-oriented ~~vacation~~culture. ~~policy,~~Our employees have access to a ~~401(k)~~wide range of training, different career paths, and, most importantly, ~~plan~~challenging and purposeful work. Our culture is also built on diversity, ~~premier~~inclusion, ~~health~~camaraderie, ~~plan~~and ~~options~~celebration. We organize regular team building activities and ~~numerous~~public ~~voluntary~~recognition ~~benefits~~forums ~~for~~to ~~employees~~celebrate our diversity and ~~their~~invest ~~dependents~~in strong relationships.

~~Corporate~~In ~~History~~addition to a positive culture and career development, we offer a robust benefits package. This package includes a flexible vacation policy, access to a 401(k) plan, premier health plan options and numerous voluntary benefits for employees and their dependents.

~~The~~Corporate Company was incorporated in the State of Delaware on February 1, 2013, under the original name Cyanogen, Inc. or Cyanogen. The Company started as a venture funded company with offices in Seattle and Palo Alto, aimed at commercializing CyanogenMod, direct to consumers and through collaborations with mobile phone manufacturers. CyanogenMod was an open-source operating system for mobile devices, based on the Android mobile platform. Cyanogen released multiple versions of its mobile operating system and collaborated with an ecosystem of companies including mobile phone OEMs, content providers and leading technology partners from 2013 to 2015.History

InThe ~~2016~~Company ~~the~~was ~~Company’s~~incorporated ~~management~~in ~~and~~the ~~board~~State of ~~directors,~~Delaware ~~determined~~on toFebruary ~~pivot~~1, ~~its~~2013, ~~product~~under ~~focus~~the ~~and~~original ~~commercial~~name ~~direction~~Cyanogen, ~~from~~Inc. ~~the~~or ~~mobile~~Cyanogen. ~~device~~The ~~and~~Company ~~telecom~~started ~~space to~~as ~~industrial~~a ~~and~~venture ~~commercial~~funded company ~~autonomous driving~~ with ~~the~~offices ~~hiring of Lior Tal~~ in ~~June~~Seattle ~~2016~~and toPalo ~~serve~~Alto, asaimed ~~the~~at ~~company’s~~commercializing ~~chief operating officer. Mr. Tal~~CyanogenMod, adirect ~~seasoned executive of startup firms where prior~~ to ~~joining~~consumers ~~the~~and ~~company,~~through ~~co-founded~~collaborations ~~Snaptu which later was acquired~~with bymobile ~~Facebook~~phone ~~(currently known as Meta Platforms, Inc~~manufacturers.), asCyanogenMod ~~well~~was asan ~~held~~open-source ~~various~~operating ~~leadership~~system ~~roles~~for atmobile ~~Actimize~~devices, ~~DiskSites~~based ~~and~~on ~~Odigo;~~the ~~all of~~Android ~~these~~mobile ~~companies which were also later acquired~~platform. Cyanogen ~~Mr.~~released ~~Tal~~multiple ~~was~~versions ~~promoted~~of toits ~~chief~~mobile ~~executive~~operating ~~officer~~system ~~in October 2016~~ and ~~continues~~collaborated towith ~~serve in~~an ~~this~~ecosystem ~~role~~of ~~along~~companies ~~with~~including ~~chairman~~mobile ofphone OEMs, ~~the~~content ~~board.~~providers Inand ~~May~~leading ~~2017,~~technology ~~the~~partners ~~Company~~from ~~changed~~2013 ~~its name~~ to ~~Cyngn Inc~~2015.

~~Available~~In ~~Information~~2016 the Company’s management and board of directors, determined to pivot its product focus and commercial direction from the mobile device and telecom space to industrial and commercial autonomous driving with the hiring of Lior Tal in June 2016 to serve as the company’s chief operating officer. Mr. Tal, a seasoned executive of startup firms where prior to joining the company, co-founded Snaptu which later was acquired by Facebook (currently known as Meta Platforms, Inc.), as well as held various leadership roles at Actimize, DiskSites and Odigo; all of these companies which were also later acquired. Mr. Tal was promoted to chief executive officer in October 2016 and continues to serve in this role along with chairman of the board. In May 2017, the Company changed its name to Cyngn Inc.

~~Our~~Available principal business address is 1015 O’Brien Dr., Menlo Park, CA 94025. We maintain our corporate website at https://cyngn.com (this website address is not intended to function as a hyperlink and the information contained on our website is not intended to be a part of this Annual Report). We make available free of charge on https://investors.cyngn.com/ our annual, quarterly, and current reports, and amendments to those reports if any, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. We may from time to time provide important disclosures to investors by posting them in the Investor Relations section of our website.Information

Our ~~common~~principal ~~stock~~business address is ~~quoted~~1344 Terra Bella Avenue, Mountain View, CA 94043. We maintain our corporate website at https://cyngn.com (this website address onis ~~the~~not ~~Nasdaq~~intended ~~under~~to function as a hyperlink and the ~~symbol~~information ~~“CYN”~~contained on our website is not intended to be a part of this Annual Report). We ~~file~~make available free of charge on https://investors.cyngn.com/ our annual, quarterly, and current reports, ~~proxy statements~~ and ~~other information~~amendments ~~with~~to ~~the~~those ~~U.S.~~reports ~~Securities~~if ~~Exchange~~any, ~~Commission~~as ~~(the~~soon ~~“SEC”)~~as ~~and~~reasonably ~~are~~practical ~~subject~~after towe ~~the~~electronically ~~requirements~~file ofsuch ~~the~~material ~~Securities~~with, ~~and~~or ~~Exchange Act~~furnish ofit ~~1934~~to, asthe ~~amended~~SEC. ~~(the~~We may ~~Exchange~~from ~~Act).~~time ~~These~~to ~~filings~~time ~~are~~provide ~~available~~important disclosures to ~~the~~investors ~~public~~by onposting ~~the~~them ~~Internet~~in at the ~~SEC’s~~Investor ~~website~~Relations atsection ~~http://www~~of our website.~~sec.gov.~~

14Our common stock is quoted on the Nasdaq under the symbol “CYN”. We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”) and are subject to the requirements of the Securities and Exchange Act of 1934, as amended (the Exchange Act). These filings are available to the public on the Internet at the SEC’s website at http://www.sec.gov.

Item 1A. Risk Factors

Risks Related to Our Technology, Business, and Industry

Autonomous driving is an emerging technology and involves significant risks and uncertainties.

We develop and deploy a suite of autonomous driving software products that are compatible with existing sensors and hardware to enable autonomous driving on industrial vehicle platforms manufactured and designed by OEMs and other third-party industrial vehicle suppliers. Our autonomous driving technology is highly dependent on internally developed software, as well as on partnerships with third parties such as industrial OEMs and other suppliers.

We partner with OEMs that are seeking to manufacture purpose-built industrial vehicles capable of incorporating our autonomous driving technology. ~~The collaborative~~Collaborative partnerships are established through mutually beneficial, non-binding memorandums of understanding or partnership agreements for the purpose of joint go-to-market efforts. In addition to OEMs, we depend on other third parties to produce hardware components, and, in some cases adjacent software solutions, that support our core suite of autonomous driving software products and tools. The timely development and performance of our autonomous driving programs is dependent on the materials, cooperation, and quality delivered by these partners. Further, we do not control the initial design of the industrial vehicles we work with and therefore have limited influence over the production and design of systems for braking, gear shifting, and steering. There can be no assurance that these systems and supporting ~~technologies~~ technologies can be developed and validated at the high reliability standard required for deployment of autonomous industrial vehicles using our technology in a cost-effective and timely manner. Our dependence on these relationships exposes us to the risk that components manufactured by OEMs or other suppliers could contain defects that would cause our autonomous driving technology not to operate as intended.

Our autonomous driving technology is available for production release and is currently being licensed to customers. We plan to continue our scaled commercialization throughout 2025 and beyond. Although we believe that our algorithms, data analysis and processing, and artificial intelligence technology are promising, we cannot assure you that our technology will achieve the necessary reliability for scaled commercialization of autonomous industrial vehicles. For example, we are still improving our technology in terms of handling edge cases, unique environments, and discrete objects. There can be no assurance that our data analytics and artificial intelligence could predict every single potential issue that may arise during the operation of an autonomous industrial vehicle utilizing our autonomous vehicle technology. Furthermore, the release and adoption of EAS and our other technologies and products may not be successful and may take longer than anticipated. If the development of EAS and our other technologies and products is delayed or customers do not adopt and buy our solutions to the extent we anticipate, our business and operating results will be adversely impacted.

We have a limited operating history in a new market and face significant challenges as our industry is rapidly evolving.

You should consider our business and prospects in light of the risks and challenges we face as a new entrant into a novel industry, including, among other things, with respect to our ability to:

●

design, integrate, and deploy safe, reliable, and quality autonomous vehicle software products and tools for industrial vehicles with our partners on an ongoing basis;

●

navigate an evolving and complex regulatory environment;

●

successfully produce with OEM partners a line of purpose-built autonomous industrial vehicles on the timeline we estimate;

●

improve and enhance our software and autonomous technology;

●

establish and expand our customer base;

●

successfully market our autonomous driving solutions and our other products and services;

●

properly price our products and services;

●

improve and maintain our operational efficiency;

●

maintain a reliable, secure, high-performance, and scalable technology infrastructure;

●

attract, retain, and motivate talented employees;

●

anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape; and

●

build a well-recognized and respected brand.

If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. There are also a number of additional challenges to the execution and adoption of autonomous vehicle technology in industrial markets, many of which are not within our control, including market acceptance of autonomous driving, governmental licensing requirements, concerns regarding data security and privacy, actual and threatened litigation (whether or not a judgment is rendered against us), and the general perception that an autonomous vehicle is not safe because there is no human driver. There can be no assurance that the market will accept our technology, in which case our future business, results of operations and financial condition could be adversely affected.

The autonomous industrial vehicle industry is in its early stages and is rapidly evolving. Our autonomous driving technology has not yet been commercialized at scale. We cannot assure you that we will be able to adjust to changing market or regulatory conditions quickly or cost-effectively. If we fail to do so, our business, results of operations, and financial condition will be adversely affected.

Our business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business.

Investors should be aware of the difficulties normally encountered by a relatively new enterprise that is beginning to scale its business, many of which are beyond our control, including unknown future challenges and opportunities, substantial risks and expenses in the course of entering new markets and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays, and the competitive environment in which we operate. There is, therefore, substantial uncertainty that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital, or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including securing market acceptance for our product and service offerings, scaling up our infrastructure and headcount. We may encounter unforeseen expenses, difficulties, or delays in connection with our growth. In addition, as a result of the capital-intensive nature of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

Our future business depends in large part on our ability to continue to develop and successfully commercialize our suite of software products and tools. Our ability to develop, deliver, and commercialize at scale our technology to support or perform autonomous operation of industrial vehicles is still unproven.

Our technology suite is currently available on ~~stockchasers and~~ tuggers for production release. However, this technology will need to be continually developed and enhanced for further scaled commercialization. Continued enhancement of our autonomous driving technology is and will be subject to risks, including with respect to:

●

our ability to continue to enhance our data analytics and software technology;

●

designing, developing, and securing necessary components on acceptable terms and in a timely manner;

●

our ability to attract and retain customers;

●

our ability to pay for research and development costs;

●

our ability to attract, recruit, hire, and train skilled employees;

●

our ability to fund the development and commercialization of our technology; and

●

our ability to enter into strategic relationships with key members in the industrial vehicles and industrial automation industries and component suppliers.

We operate in a highly competitive market and will face competition from both established competitors and new market entrants.

The market for autonomous industrial vehicles and industrial automation solutions is highly competitive. Many companies are seeking to develop autonomous driving and delivery solutions. Competition in these markets is based primarily on technology, innovation, quality, safety, reputation, and price. Our future success will depend on our ability to further develop and protect our technology in a timely manner and to stay ahead of existing and new competitors. Our competitors in this market are working towards commercializing autonomous driving technology and may have substantial financial, marketing, research and development, and other resources.

In addition, we also face competition from traditional industrial vehicle and solution companies. Traditional vehicle and solution providers operating with human drivers are still the predominant operators in the market. Because of the long history of such traditional companies serving our potential customers and industries, there may be many constituencies in the market that would resist a shift towards autonomous industrial vehicles, which could include lobbying and marketing campaigns, particularly because our technology will displace machine operators and drivers.

In addition, the market leaders in our target industries, such as Industrial Material Handling, may start, or have already started, pursuing large scale deployment of autonomous industrial vehicle technology on their own. These companies may have more operational and financial resources than we do. We cannot guarantee that we will be able to effectively compete with them.

We may also face competition from component suppliers and other technology and industrial solution companies if they decide to expand vertically and develop their own autonomous industrial vehicles, some of whom have significantly greater resources than we do. We do not know how close these competitors are to commercializing autonomous driving systems.

Many established and new market participants have entered or have announced plans to enter the autonomous industrial vehicle market. Most of these participants have significantly greater financial, manufacturing, marketing, and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale, and support of their products. If existing competitors or new entrants commercialize earlier than expected, our competitive advantage could be adversely affected.

Business collaboration with third parties is subject to risks and these relationships may not lead to significant revenue.

Strategic business relationships are and will continue to be an important factor in the growth and success of our business. We have alliances and partnerships, through mutually beneficial non-binding memoranda of understanding or partnering arrangements with other companies in the industrial equipment, automation and automotive industries to help us in our efforts to continue to enhance our technology, commercialize our solutions, and drive market acceptance.

Collaboration with these third parties is subject to risks, some of which are outside our control. For example, certain agreements with our partners grant our partner or us the right to terminate such agreements for cause or without cause. If any of our collaborations with third parties are terminated, it may delay or prevent our efforts to deploy our software products and tools on purpose-built autonomous industrial vehicles at scale. In addition, such agreements may contain certain exclusivity provisions which, if triggered, could preclude us from working with other businesses with superior technology or with whom we may prefer to partner with for other reasons. We could experience delays to the extent our partners do not meet agreed upon timelines or experience capacity constraints. We could also experience disagreement in budget or funding for joint development projects. There is also a risk of other potential disputes with partners in the future, including with respect to intellectual property rights. Our ability to successfully commercialize could also be adversely affected by perceptions about the quality of our or our partners’ vehicles or products.

Risks Related to Our Financial Position and Need for Additional Capital

Losses for the foreseeable future.

We incurred net losses of $2923.35 million and $2233.83 million for the years ended December 31, ~~2024~~2025, and ~~2023~~2024, respectively. We have not recognized a substantial ~~amount~~ amount of revenue to date, and we had an accumulated deficit of $~~189~~216.38 million and $~~160~~193.04 million as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. We have developed and tested our autonomous driving technology but there can be no assurance that it will be commercially successful at scale. Our potential profitability is dependent upon a number of factors, many of which are beyond our control. If we are unable to achieve and sustain profitability, the value of our business and common stock may significantly decrease.

We expect the rate at which we will incur losses to be significantly higher in future periods as we:

●

design, develop, and deploy our autonomous vehicle software products and tools on industrial vehicle platforms with OEM partners and end customers.

●

seek to achieve and commercialize deployments of level 4 autonomy for industrial vehicles;

●

seek to expand our commercial deployments, on a nationwide basis in the United States and internationally;

●

expand our design, development, maintenance, and repair capabilities;

●

respond to competition in the autonomous driving market and from traditional industrial solution providers;

●

respond to evolving regulatory developments in the nascent autonomous industrial vehicle and industrial automation markets;

●

increase our sales and marketing activities; and

●

increase our general and administrative functions to support our growing operations and for being a public reporting company.

18Because we will incur the costs and expenses from these efforts before we receive any substantial revenue, our losses in future periods will be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenue, which would further increase our losses. In particular, we expect to incur substantial and potentially increasing research and development (“R&D”) costs as we continue to develop and enhance EAS and other technology and products for commercialization. While our R&D costs were $12.5 million and $11.3 million during the years ended December 31, 2025 and 2024, respectively, and are likely to grow in the future, we have minimal recurring revenues. Further, because we account for R&D as an operating expense, these expenditures will adversely affect our results of operations in the future. Our R&D program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue, or become profitable.

Because we will incur the costs and expenses from these efforts before we receive any substantial revenue, our losses in future periods will be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenue, which would further increase our losses. In particular, we expect to incur substantial and potentially increasing research and development (“R&D”) costs as we continue to develop and enhance EAS and other technology and products for commercialization. While our R&D costs were $11.3 million and $12.7 million during the years ended December 31, 2024 and 2023, respectively, and are likely to grow in the future, we have minimal recurring revenues. Further, because we account for R&D as an operating expense, these expenditures will adversely affect our results of operations in the future. Our R&D program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue, or become profitable.

We have a limited operating history, which makes it difficult to forecast our future results of operations.

We were founded in 2013. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical performance should not be considered indicative of our future performance. Further, in future periods, our revenue growth could fluctuate for a number of reasons, including shifts in our offering and revenue mix, slowing demand for our offering, increasing competition, decreased effectiveness of our sales and marketing organization, and our sales and marketing efforts to acquire new customers, failure to retain existing customers, changing technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage of growth opportunities. We anticipate that we will encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described in this Annual Report.

If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

We expect fluctuations in our financial results making it difficult to project future results.

Our results of operations may fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our results of operations include the following:

●

changes in our revenue mix and related changes in revenue recognition;

●

changes in actual and anticipated growth rates of our revenue, customers, and key operating metrics;

●

fluctuations in demand for or pricing of our product offerings;

●

our ability to attract new customers;

●

our ability to retain our existing customers, particularly large customers;

●

customers and potential customers opting for alternative products, including developing their own in-house solutions;

●

investments in new offerings, features, and functionality;

●

fluctuations or delays in development, release, or adoption of new features and functionality for our offering;

●

delays in closing sales which may result in revenue being pushed into the next quarter;

●

changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;

●

our ability to control costs;

●

the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses;

●

timing of hiring personnel for our research and development and sales and marketing organizations;

●

the amount and timing of costs associated with recruiting, educating, and integrating new employees and retaining and motivating existing employees;

●

the effects of acquisitions and their integration;

●

general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;

●

the impact of new accounting pronouncements;

●

changes in revenue recognition policies that impact our technology license revenue;

●

changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance;

●

the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

●

the impact of global events, including the outbreak of war or conflicts

●

health epidemics or pandemics, such as the COVID-19 pandemic;

●

changes in the competitive dynamics of our market, including consolidation among competitors or customers; and

●

significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our offering.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class action suits.

We may need to raise additional funds and these funds may not be available to us on attractive terms when we need them, or at all.

The commercialization of autonomous vehicles is capital intensive. This includes autonomous industrial vehicles outfitted with our technology and purpose-built autonomous industrial vehicles manufactured by OEMs we intend to partner with. To date, we have financed our operations primarily through the issuance of equity securities in private and public placements. We may need to raise additional capital to continue to fund our commercialization activities, sales and marketing efforts, enhancement of our technology and to improve our liquidity position. Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market volatility, investor acceptance of our business plan, regulatory requirements and the successful development of our autonomous technology. These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to us.

We may raise these additional funds through the issuance of equity, equity related, or debt securities. To the extent that we raise additional financing by issuing equity securities or convertible debt securities, our stockholders may experience substantial dilution, and to the extent we engage in debt financing, we may become subject to restrictive covenants that could limit our flexibility in conducting future business activities. Financial institutions may request credit enhancement such as third-party guarantee and pledge of equity interest in order to extend loans to us. We cannot be certain that additional funds will be available to us on attractive terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, results of operations, business, and prospects could be materially adversely affected.

We have incurred significant losses, ~~have limited cash on hand~~ and ~~there~~continue ~~is substantial doubt as~~ to manage our cash ~~ability~~resources to ~~continue~~support asour ~~a going concern~~ongoing operations.

The Company incurred net losses of approximately $2923.35 million and $2233.83 million for the ~~year~~years ended December 31, ~~2024~~2025, and ~~2023~~2024, respectively. In addition, the Company had accumulated deficits of approximately $~~189~~216.38 million and $~~160~~193.04 million as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively, and net cash used in operating activities was approximately $923.56 million and $19.52 million for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. As of December 31, ~~2024~~2025, the Company’s ~~unrestricted~~cash and cash equivalents balance was approximately $231.6 0 million and the short-term investments balance was $33.7 million. As of December 31, ~~2023~~2024, the Company’s unrestricted cash ~~balance~~and ~~was~~cash ~~approximately~~equivalents balance was $323.6 million, and ~~the~~no short-~~term~~terms investments ~~balance was $4~~.6 ~~million.~~ Based on cash flow projections from operating, investing and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company has ~~insufficient~~sufficient funds for sustainable operations, and it ~~may~~will ~~not~~ be able to meet its payment obligations from operations and related commitments, iffor the Company is not able to complete the required funding transactions to allow the Company to continue as a going concern. Based on these factors, the Company has substantial doubt that it will continue as a going concern for the 12 months following the ~~issuance~~ date ofthese ~~the~~consolidated financial statements ~~included~~were ~~elsewhere in this report~~issued.

The Company’s plan to alleviate the going concern issue is to increase revenue while controlling operating costs and expenses and obtaining funds from outside sources of financing to generate positive financing cash flows. While management is optimistic about its ability to raise substantial funds to continue as a going concern for one year following the financial statement issuance date, there can be no assurance that any such measures will be successful. We currently do not generate substantial revenue from product sales. Accordingly, we expect to rely primarily on equity and/or debt financings to fund our continued operations. The Company’s ability to raise additional funds will depend, in part, on the success of our product development activities, and other events or conditions that may affect the share value or prospects, as well as factors related to financial, economic and market conditions, many of which are beyond our control. There can be no assurances that sufficient funds will be available to us when required or on acceptable terms, if at all. Accordingly, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.21

We may be subject to risks associated with potential future acquisitions.

Although we have no current acquisition plans, if appropriate opportunities arise, we may acquire additional assets, products, technology or businesses that are complementary to our existing business. Any future acquisitions and the subsequent integration of new assets and businesses would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations, and consequently our results of operations and financial condition. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

Risks Related to Our Business Operations

Our success depends largely on the continued services of our senior management team, technical engineers, and certain key employees.

We rely on our executive officers and key employees in the areas of business strategy, research and development, marketing, sales, services, and general and administrative functions. From time to time, there may be changes in our executive management team or key employees resulting from the hiring or departure of executives or key employees, which could disrupt our business. We do not maintain key-man insurance for any member of our senior management team or any other employee. None of the employment agreements and offer letters with our executive officers or other key personnel require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a serious adverse effect on our business.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense in the technology industry, especially for engineers with high levels of experience in artificial intelligence and designing and developing autonomous driving related algorithms. Furthermore, it can be difficult to recruit personnel from other geographies to relocate to our California location. We may also need to recruit highly qualified technical engineers internationally and therefore subject us to the compliance of relevant immigration laws and regulations. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have and can offer more attractive compensation packages for new employees. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or our company have breached their legal obligations, resulting in a diversion of our time and resources and potentially in litigation. In addition, job candidates and existing employees often consider the value of the share incentive awards they receive in connection with their employment. If the perceived value of our share awards declines, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel on a timely basis or fail to retain and motivate our current personnel, we may not be able to commercialize and then expand our solutions and services in a timely manner and our business and future growth prospects could be adversely affected.

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service, or adequately address competitive challenges.

We expect to invest in our growth for the foreseeable future. Any growth in our business is expected to place a significant strain on not only our managerial, administrative, operational, and financial resources, but also our infrastructure. We plan to continue to expand our operations in the future. Our success will depend in part on our ability to manage this growth effectively and execute our business plan. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures.

We rely heavily on information technology (“IT”) systems to manage critical business functions. To manage our growth effectively, we must continue to improve and expand our infrastructure, including our IT, financial, and administrative systems and controls. In particular, we may need to significantly expand our IT infrastructure as the amount of data we store and transmit increases over time, which will require that we both utilize existing IT products and adopt new technology. If we are not able to scale our IT infrastructure in a cost-effective and secure manner, our ability to offer competitive solutions will be harmed and our business, financial condition, and operating results may suffer.

We must also continue to manage our employees, operations, finances, research and development, and capital investments efficiently. Our productivity and the quality of our solutions may be adversely affected if we do not integrate and train our new employees quickly and effectively or if we fail to appropriately coordinate across our executive, research and development, technology, service development, analytics, finance, human resources, marketing, sales, operations, and customer support teams. As we continue to grow, we will incur additional expenses, and our growth may continue to place a strain on our resources, infrastructure, and ability to maintain the quality of our solutions. If we do not adapt to meet these evolving challenges, or if the current and future members of our management team do not effectively manage our growth, the quality of our solutions may suffer and our corporate culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have an adverse impact on our business, financial condition, and operating results.

We may be subject to product liability or warranty claims that could result in significant direct or indirect costs, including reputational harm, increased insurance premiums or the need to self-insure, which could adversely affect our business and operating results.

Our technology is used for autonomous driving, which presents the risk of significant injury, including fatalities. We may be subject to claims if one of our or a customer’s industrial vehicles is involved in an accident and persons are injured or purport to be injured or if property is damaged. Any insurance that we carry may not be sufficient or it may not apply to all situations. If we experience such an event or multiple events, our insurance premiums could increase significantly or insurance may not be available to us at all. Further, if insurance is not available on commercially reasonable terms, or at all, we might need to self-insure. In addition, lawmakers or governmental agencies could pass laws or adopt regulations that limit the use of autonomous driving or industrial automation technology or increase liability associated with its use. Any of these events could adversely affect our brand, relationships with users, operating results, or financial condition.

If our autonomous driving software fails to perform as expected our ability to market, sell or lease our autonomous driving software could be harmed.

Our autonomous industrial vehicle software products and tools as well as the vehicles, sensors, and hardware they utilize and are deployed on may contain defects in design and manufacture that may cause them not to perform as expected or require repair. For example, our autonomous vehicle software will require modification and updates over the life of the vehicle it is deployed on. Software products are inherently complex and often contain defects and errors when first introduced. There can be no assurance that we will be able to detect and fix any defects in the industrial vehicles’ hardware or software prior to commencing user sales or during the life of the vehicle. Autonomous industrial vehicles utilizing our suite of products and tools may not perform consistent with users’ expectations or consistent with other vehicles that may become available. Any product defects or any other failure of our software, supportive hardware, or deployment vehicle platform or to perform as expected could harm our reputation, result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results, and prospects.

If we are unable to establish and maintain confidence in our long-term business prospects among users, securities and industry analysts, and within our industries, or are subject to negative publicity, then our financial condition, operating results, business prospects, and access to capital may suffer materially.

Users may be less likely to purchase or use our technology and the industrial vehicles it is deployed on if they are not convinced that our business will succeed or that our service and support and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among users, suppliers, securities and industry analysts, and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history at scale, user unfamiliarity with our solutions, any delays in scaling manufacturing, delivery, and service operations to meet demand, competition and uncertainty regarding the future of autonomous vehicles, and our performance compared with market expectations.

Catastrophic events, such as pandemics and epidemics, or outbreak of an infectious disease, such as COVID-19 and subsequent variants, natural disasters, terrorist activities, political unrest, and other manmade problems such as war could have a material adverse impact on our business, results of operations, financial condition and cash flows or liquidity.

Our business is vulnerable to damage or interruption from pandemics and epidemics, or outbreak of an infectious disease, such as COVID-19 and subsequent variants, natural disasters, terrorist attacks, political unrest, acts of war (such as the ongoing conflicts between Russia and Ukraine, and Israel and Palestine).

The recent inflation in the United States, foreign and domestic government sanctions imposed on Russia as a result of its invasion of Ukraine, and the conflicts in Israel and Palestine has caused or may continue to result in extreme volatility and disruptions in the capital and credit markets, which may adversely affect investor’s confidence and, in turn may affect our ability to raise additional capital.

The occurrence of an epidemic or a pandemic, such as the COVID-19 pandemic, has had and may continue to have an adverse effect on our operating results. The extent to which epidemics and pandemics impact our financial condition or results of operations will depend on many factors outside of our control and whether there is a material impact on the businesses or productivity of our customers, employees, suppliers and other partners.

Other considerations related to the ongoing conflicts between Russia and Ukraine, and Israel and Palestine that may affect the Company include possible cyberattacks and potential disruptions in the banking systems and capital market, as well as supply chain and increased costs and expenditures on domestic and internationally-sourced materials and services. As an example, we engage third-party software development engineers who reside in Russia. Due to the ongoing conflict, we may experience an interruption in the services provided by these parties.

We are also vulnerable to natural disasters and other calamities. Although we have servers that are hosted in an offsite location, our backup system does not capture data on a real-time basis, and we may be unable to recover certain data in the event of a server failure. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.

~~International~~Natural ~~trade policies~~disasters, ~~including protectionist~~outbreaks ~~trade~~of ~~policies~~infectious diseases, ~~such~~terrorist asattacks, ~~tariffs~~wars and ~~sanctions,~~threats ~~could~~of ~~adversely~~war ~~affect~~may negatively impact our ~~financial~~operations, ~~performance~~revenue, costs, and stock price.

~~Due~~Natural todisasters ~~the~~such ~~interconnectedness~~as ofearthquakes, ~~the~~floods, ~~global~~severe ~~economy~~weather conditions, ~~policy~~outbreaks ~~changes~~of infectious diseases in ~~one~~addition ~~area~~to ofCOVID-19 ~~the~~or ~~world~~other ~~can~~catastrophic ~~have~~events may anseverely ~~immediate~~affect ~~and~~our ~~material~~operations ~~adverse~~or ~~impact~~those onof ~~markets~~our ~~around~~suppliers ~~the world~~and customers. ~~Changes~~Acts of terrorism, as well as events occurring in ~~international~~response or ~~trade~~connection ~~policies~~to them, including: ~~(i)~~potential ~~changes~~future toterrorist ~~existing~~attacks, rumors or threats of war, actual military conflicts or trade ~~agreements;~~disruptions impacting ~~(ii)~~our ~~greater~~domestic ~~restrictions~~or onforeign ~~free~~customers or suppliers, may negatively impact our operations by causing, among other things, delays, ~~trade~~or ~~generally;~~losses in the delivery of supplies or finished goods and ~~(iii)~~decreased ~~significant~~sales ~~increases~~of inour ~~customs~~products. ~~duties~~More generally, any of these events could cause consumer confidence and ~~tariffs~~spending onto ~~goods~~decrease ~~imported~~and/or ~~into~~result in increased volatility in the ~~United~~worldwide ~~States~~financial markets and ~~reciprocal~~economy. ~~actions~~They byalso ~~other~~could ~~countries,~~result ~~can~~in ~~adversely~~economic ~~affect~~recession ~~our~~either ~~financial~~globally ~~condition~~or ~~and~~in ~~operating~~the ~~results~~markets in which we operate. Any of these occurrences could have a significant adverse impact on our business.

OnInternational ~~March~~trade 3policies, ~~2025, the President~~including ~~of the United States announced the imposition of new~~ tariffs ~~on imports from Mexico and Canada~~, tosanctions ~~take effect on March 4, 2025. Effective at 12.01 a.m. ET on March 4, 2025, all goods arriving at U.S. ports~~ and ~~originating~~trade ~~from Canada or Mexico are subject to 25 percent tariffs. Certain Canadian energy resources are subject to a lower 10 percent tariff. Effective February 4~~barriers, ~~2025,~~may ~~all~~adversely ~~goods~~affect ~~presented for entry at U.S. ports and originating from China, including Hong Kong, are subject to a 10 percent tariff on Chinese imports. The impact of these potential tariffs on~~ our business, ~~and~~ financial condition, ifresults ~~any, is subject to a number~~ of ~~factors~~operations ~~that~~and ~~are not yet known, including any countermeasures that the target countries may take in response to such tariffs~~prospects. In light of these uncertainties, we can provide no assurance that any mitigating actions that may become available to us, such as our ability to pass along some or all of the costs of any tariffs to some or all of our customers, will be successful.

InBeginning ~~addition~~in toour ~~potential~~fiscal ~~increases~~year in2025, ~~customs~~significant ~~duties~~new and expanded tariffs, inreciprocal ~~the~~tariffs ~~United States~~ and other ~~countries,~~trade ~~the~~restrictions ~~United~~have ~~States-Mexico-Canada~~been ~~Agreement~~imposed ~~("USMCA") is~~with ~~subject~~selective totariff ~~renewal in 2026. There can be no assurance that any newly negotiated terms in the USMCA will not adversely affect our business~~exemptions ~~and~~impacting ~~the~~global ~~business of our customers. It remains unclear what specific actions the current U.S. administration may take to resolve~~ trade~~-related issues with China and other countries~~.

~~Any~~Current ofor future tariffs or other restrictive trade measures may raise the ~~above~~costs ~~factors~~of ~~could~~ raw materials, components or finished goods, which may adversely impact both our ~~supply~~product ~~chain,~~offerings asand ~~well~~our asoperational expenses. Such cost increases may reduce our ~~operations,~~margins and ~~adversely~~require ~~affect~~us to increase prices, which could harm our ~~financial~~competitive ~~condition~~position, reduce customer demand and ~~operating~~damage ~~results~~customer relationships.

Trade disputes, trade restrictions, tariffs and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff policies, trade restrictions and macroeconomic uncertainty have and may continue to contribute to volatility in the price of our common stock.

Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic expansion. While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, results of operations, financial condition and prospects.

We have a material weakness in our internal control over financial reporting, and our inability to remediate this weakness or otherwise implement and maintain effective internal control over financial reporting, or the inability of our independent registered public accounting firm to provide an unqualified report thereon, could have a material adverse effect on us.

If we fail to maintain an an effective system of internal controls, we may not be able to accurately report our financial results. As a result, our stakeholders could lose confidence in our financial reporting, which could adversely affect the results of our business and our enterprise value. In connection with our assessment of internal control over financial reporting, we identified ~~material~~two material weaknesses in our internal control over financial reporting as of December 31, ~~2024~~2025 (see Item 9A. Controls and Procedures ~~for~~ for additional detail). The ~~deficiency~~deficiencies above led to atwo ~~misstatement~~misstatements, one of which was corrected prior to the issuance of the ~~current~~ prior year’s financial statements, and the other lead to the restatement of the Affected Periods. ~~This~~These material ~~weakness creates~~weaknesses acreate a reasonable possibility that material misstatements to our consolidated financial statements may not be prevented or detected in a timely manner. Accordingly, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, ~~2024~~2025. The disclosure of ~~this~~these material ~~weakness~~weaknesses, even if quickly remediated, could reduce the market’s confidence in our financial statements and harm our enterprise value.

Risks Related to Our Intellectual Property, Information Technology and Data Privacy

We may become subject to litigation brought by third parties claiming infringement, misappropriation or other violation by us of their intellectual property rights.

The industry in which our business operates is characterized by a large number of patents, some of which may be of questionable scope, validity or enforceability, and some of which may appear to overlap with other issued patents. As a result, there is a significant amount of uncertainty in the industry regarding patent protection and infringement. In recent years, there has been significant litigation globally involving patents and other intellectual property rights. Third parties may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights. As we face increasing competition and as a public company, the possibility of intellectual property rights claims against us grows. Such claims and litigation may involve one or more of our competitors focused on using their patents and other intellectual property to obtain competitive advantage, or patent holding companies or other adverse intellectual property rights holders who have no relevant product revenue, and therefore our own pending patents and other intellectual property rights may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. There may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant aspects of our technologies or business methods, and we cannot assure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future. In addition, because patent applications can take many years until the patents issue, there may be applications now pending of which we are unaware, which may later result in issued patents that our products may infringe. We expect that in the future we may receive notices that claim we or our collaborators have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows.

To defend ourselves against any intellectual property claims brought by third parties, whether with or without merits, can be time-consuming and could result in substantial costs and a diversion of our resources. These claims and any resulting lawsuits, if resolved adversely to us, could subject us to significant liability for damages, impose temporary or permanent injunctions against our products, technologies or business operations, or invalidate or render unenforceable our intellectual property.

If our technology is determined to infringe a valid and enforceable patent, or if we wish to avoid potential intellectual property litigation on any alleged infringement, misappropriation or other violation of third party intellectual property rights, we may be required to do one or more of the following: (i) cease development, sales, or use of our products that incorporate or use the asserted intellectual property right; (ii) obtain a license from the owner of the asserted intellectual property right, which may be unavailable on commercially reasonable terms, or at all, or which may be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us; (iii) pay substantial royalties or other damages; or (iv) redesign our technology or one or more aspects or systems of our autonomous industrial vehicles to avoid any infringement or allegations thereof. The aforementioned options sometimes may not be commercially feasible. Additionally, in our ordinary course of business, we agree to indemnify our customers, partners, and other commercial counterparties for any infringement arising out of their use of our intellectual property, along with providing standard indemnification provisions, so we may face liability to our users, business partners or third parties for indemnification or other remedies in the event that they are sued for infringement.

We may also in the future license third party technology or other intellectual property, and we may face claims that our use of such in-licensed technology or other intellectual property infringes, misappropriates or otherwise violates the intellectual property rights of others. In such cases, we will seek indemnification from our licensors. However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses.

We also may not be successful in any attempt to redesign our technology to avoid any alleged infringement. A successful claim of infringement against us, or our failure or inability to develop and implement non-infringing technology, or license the infringed technology on acceptable terms and on a timely basis, could materially adversely affect our business and results of operations. Furthermore, such lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention from our business, which could seriously harm our business. Also, such lawsuits, regardless of their success, could seriously harm our reputation with users and in the industry at large.

Our business may be adversely affected if we are unable to adequately establish, maintain, protect, and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of our technology and other intellectual property rights.

Our intellectual property is an essential asset of our business. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of our competitive advantage, and a decrease in our revenue which would adversely affect our business prospects, financial condition, and operating results. Our success depends, at least in part, on our ability to protect our core technology and intellectual property. We rely on a combination of intellectual property rights, such as patents, trademarks, copyrights, and trade secrets (including know-how), in addition to employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights, to establish, maintain, protect, and enforce our rights in our technology, proprietary information, and processes. Intellectual property laws and our procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete. While we take measures to protect our intellectual property, such efforts may be insufficient or ineffective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior to ours. We also may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar or superior to ours and that compete with our business.

Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property. Any litigation initiated by us concerning the violation by third parties of our intellectual property rights is likely to be expensive and time-consuming and could lead to the invalidation of, or render unenforceable, our intellectual property, or could otherwise have negative consequences for us. Furthermore, it could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay the introduction and implementation of new technologies, result in our substituting inferior or more costly technologies into our products or injure our reputation. Moreover, policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. If we fail to meaningfully establish, maintain, protect, and enforce our intellectual property and proprietary rights, our business, operating results, and financial condition could be adversely affected.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

~~There~~Changes ~~are~~in aU.S. ~~number~~Patent ~~of recent~~law ~~changes to the patent laws that~~ may have a significant impact on our ability to protect our technology and enforce our intellectual property rights. For example, the Leahy-Smith America Invents Act (the “AIA”) enacted in September 2011, resulted in significant changes in patent legislation. An important change introduced by the AIA is that, as of March 16, 2013, the United States transitioned from a “first-to-invent” to a “first-to-file” system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming the same invention. Under a “first-to-file” system, assuming the other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to a patent on the invention regardless of whether another inventor had made the invention earlier. A third party that files a patent application in the United States Patent and Trademark Office (“USPTO”) after that date but before us could therefore be awarded a patent covering an invention of ours even if we made the invention before it was made by the third party. Circumstances could prevent us from promptly filing patent applications on our inventions.

The AIA also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. The AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Further, the standards applied by the USPTO and foreign patent offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable for business methods. As such, we do not know the degree of future protection that we will have on our technologies, products, and services. While we will endeavor to try to protect our technologies, products, and services with intellectual property rights such as patents, as appropriate, the process of obtaining patents is time-consuming, expensive, and sometimes unpredictable.

Additionally, the U.S. Supreme Court has ruled on several patent cases in recent years, such as Impression Products, Inc. v. Lexmark International, Inc., Association for Molecular Pathology v. Myriad Genetics, Inc., Mayo Collaborative Services v. Prometheus Laboratories, Inc. and Alice Corporation Pty. Ltd. v. CLS Bank International, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained.

Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has filed a patent application to the same subject matter as we have, we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will be broad enough to protect our proprietary rights or otherwise afford protection against competitors with similar technology. In addition, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Our competitors may challenge or seek to invalidate our issued patents, or design around our issued patents, which may adversely affect our business, prospects, financial condition or operating results. Also, the costs associated with enforcing patents, confidentiality and invention agreements, or other intellectual property rights may make aggressive enforcement impracticable.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting, maintaining, defending, and enforcing patents and other intellectual property rights on our product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection or other intellectual property rights to develop their own products and may export otherwise infringing, misappropriating, or violating products to territories where we have patent or other intellectual property protection, but enforcement rights are not as strong as those in the United States. These products may compete with our product candidates, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the enforcement of patents and other intellectual property rights, which could make it difficult for us to stop the infringement, misappropriation, or other violation of our intellectual property rights generally. Proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Many countries, including European Union countries, India, Japan, and China, have compulsory licensing laws under which a patent owner may be compelled under specified circumstances to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In those countries, we may have limited remedies if patents are infringed or if we are compelled to grant a license to a third party, which could materially diminish the value of those patents. This could limit our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license, which could adversely affect our business, financial condition, results of operations, and prospects.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes, and know-how.

We rely on proprietary information (such as trade secrets, know-how, and confidential information) to protect intellectual property that may not be patentable, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services, or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors, scientific advisors, and third parties. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets or proprietary information and, even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our third-party manufacturers and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that trade secret to compete with us. If any of our trade secrets were to be disclosed (whether lawfully or otherwise) to or independently developed by a competitor or other third party, it could have a material adverse effect on our business, operating results, and financial condition.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot guarantee that these security measures provide adequate protection for such proprietary information or will never be breached. There is a risk that third parties may obtain unauthorized access to and improperly utilize or disclose our proprietary information, which would harm our competitive advantages. We may not be able to detect or prevent the unauthorized access to or use of our information by third parties, and we may not be able to take appropriate and timely steps to mitigate the damages (or the damages may not be capable of being mitigated or remedied).

We utilize open-source software, which may pose particular risks to our proprietary software, technologies, products, and services in a manner that could harm our business.

We use open-source software in our products and services and anticipate using open-source software in the future. We utilize a distribution of the open-source Linux system, and tools such as ROS (open-source publish-subscribe tool) in the technical stack. Professional open-source license scanning systems such as WhiteSource and ScanCode are used in both places. Both Continuous Integration and Continuous Deployment (“CI/CD”) level open-source scan and overall system opensource scan is performed to protect the systems and our intellectual property. In the event that our scanning and open-source check protocols fail, the Company could be negatively affected Some open-source software licenses require those who distribute open-source software as part of their own software products to publicly disclose all or part of the source code to such software product or to make available any modifications or derivative works of the open-source code on unfavorable terms or at no cost. This could result in our proprietary software being made available in the source code form and/or licensed to others under open-source licenses, which could allow our competitors or other third parties to use our proprietary software freely without spending the development effort, and which could lead to a loss of the competitive advantage of our proprietary technologies and, as a result, sales of our products and services. The terms of many open-source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services or retain our ownership of our proprietary intellectual property. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open-source license. These claims could result in litigation and could require us to make our proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until we can re-engineer them to avoid breach of the applicable open-source software licenses or potential infringement. This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we will be successful.

Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, and we cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title, non-infringement, or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. We have processes to help alleviate these risks, including a review process for screening requests from our developers for the use of open-source software, but we cannot be sure that all open-source software is identified or submitted for approval prior to use in our products and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our ownership of proprietary intellectual property, the security of our vehicles, or our business, results of operations, and financial condition.

Unauthorized control or manipulation of systems in autonomous industrial vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products, cancellation of contracts with future OEM or supplier partners.

There have been reports of vehicles of certain automotive OEMs being “hacked” to grant access to and operation of the vehicles to unauthorized persons. Our autonomous vehicle software products and tools as well as the vehicles they are deployed on contain or will contain complex IT systems and are designed with built-in data connectivity. We are in the process of and will continue implementing security measures intended to prevent unauthorized access to our information technology networks and systems. However, hackers may attempt to gain unauthorized access to modify, alter, and use such networks and systems to gain control of, or to change the functionality of the autonomous industrial vehicles’ running our software, user interface and performance characteristics, or to gain access to data stored in or generated by our products. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, there can be no assurance that we will be able to anticipate, or implement adequate measures to protect against, these attacks. Any such security incidents could result in unexpected control of or changes to the vehicles’ functionality and safe operation and could result in legal claims or proceedings and negative publicity, which would negatively affect our brand and harm our business, prospects, financial condition, and operating results.

Our information technology systems or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

We continue to expand our information technology systems as our operations grow, such as product data management, procurement, inventory management, production planning and execution, sales, service and logistics, financial, tax and regulatory compliance systems. This includes the implementation of new internally developed systems and the deployment of such systems in the U.S. and abroad. While, we maintain information technology measures designed to protect us against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, our systems and those of our service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks.

To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of our data, including intellectual property and personal information, or our products, or for it to be believed or reported that any of these occurred, it could disrupt our business, harm our reputation, compel us to comply with applicable data breach notification laws, subject us to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to us and result in significant legal and financial exposure and/or reputational harm.

We also rely on service providers, and similar incidents relating to their information technology systems could also have a material adverse effect on our business. Our ability to monitor our service providers’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures.

Further, the implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost, and there are inherent risks associated with developing, improving and expanding our core systems as well as implementing new systems and updating current systems, including disruptions to the related areas of business operation. These risks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

Moreover, if we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and/or timely report our financial results could be impaired and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information, including intellectual property and personal information, could be compromised or misappropriated and our reputation may be adversely affected. If these systems or their functionality do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

The costs to comply with, or our actual or perceived failure to comply with, changing U.S. and foreign laws related to data privacy, security and protection, could adversely affect our financial condition, operating results, and our reputation.

In operating our business and providing services and solutions to clients, we collect, use, store, transmit, and otherwise process employee, partner, and customer data, including personal data, in and across multiple jurisdictions. We use the electronic systems within the autonomous industrial vehicles that log information about each industrial vehicle’s use in order to aid us in vehicle diagnostics, repair, and maintenance, as well as to help us collect data regarding operators’ use patterns and preference in order to help us customize and optimize the driving and operating experiences. The integrated autonomous industrial vehicles leveraging our software products and tools may also collect personal information of drivers, operators and passengers, such as a voice command of a person, in order to aid the manual operation of our industrial vehicles. When our autonomy enabled industrial vehicles are in operation, the camera, LiDAR, and other sensing components of the vehicles will collect site and route view, mapping data, landscape images, and other LiDAR information, which may include personal information such as license plate numbers of other vehicles, facial features of pedestrians, appearance of individuals, GPS data, geolocation data, in order train the data analytics and artificial intelligence technology equipped in our industrial vehicles for the purpose of identifying different objects, and predicting potential issues that may arise during the operation of our integrated industrial vehicles.

We plan to utilize systems and applications that are spread over the globe, requiring us to regularly move data across national borders. As a result, we are subject to a variety of laws and regulations in the United States, and other foreign jurisdictions as well as contractual obligations, regarding data privacy, protection, and security. Some of these laws and regulations require obtaining data subjects’ consent to the collection and use of their data, honoring data subjects’ request to delete their data or limit the processing of their data, providing notifications in the event of a data breach, and setting up the proper legal mechanisms for cross-border data transfers. Some customers may refuse to provide consent to our collection and use of their personal information, or may restrict our use of such personal information, and in some cases it is not feasible to obtain consent from data subjects in the general public whose personal information may be captured by our autonomous industrial vehicles, all of which may hinder our ability to train our data analytics and artificial intelligence technology, and may harm the competitiveness of our technology. In many cases, these laws and regulations apply not only to the collection and processing of personal information from third parties with whom we do not have any contractual relationship, but also to the sharing or transfer of information between or among us, our subsidiaries and other third parties with which we have commercial relationships, such as our service providers, partners, and customers. The regulatory framework for data privacy, protection, and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. In particular, some of these laws and regulations may require us to store certain categories of data collected from individuals residing in a jurisdiction only on servers physically located in such jurisdiction, and may further require us to conduct security assessments and/or adopt other cross-border data transfer mechanisms in order to transfer such data outside of such jurisdiction. With the continuously evolving and rapidly changing privacy regulatory regime, our ability to freely transfer data among our affiliates and with our partners in different jurisdictions may be impeded, or we may need to incur significant costs in order to comply with such requirements. In addition, the number of high-profile data breaches at major companies continues to accelerate, which will likely lead to even greater regulatory scrutiny.

The scope and interpretation of the laws and regulations that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. For example, the E.U. General Data Protection Regulation (the “GDPR”), which became effective in May 2018, greatly increased the European Commission’s jurisdictional reach of its laws and added a broad array of requirements for handling personal data with respect to EU data subjects. EU member states are tasked under the GDPR to enact, and have enacted, certain implementing legislation that adds to and/or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. The GDPR, together with national legislation, regulations and guidelines of the EU member states and the United Kingdom governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer, and otherwise process personal data with respect to EU and UK data subjects. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, the transfer of personal data out of the European Economic Area or the United Kingdom, security breach notifications and the security and confidentiality of personal data. Among other stringent requirements, the GDPR restricts transfers of data outside of the EU to third countries deemed to lack adequate privacy protections (such as the U.S.), unless an appropriate safeguard specified by the GDPR is implemented. A July 16, 2020 decision of the Court of Justice of the European Union invalidated a key mechanism for lawful data transfer to the U.S. and called into question the viability of its primary alternative. As such, the ability of companies to lawfully transfer personal data from the EU to the U.S. is presently uncertain. Other countries have enacted or are considering enacting similar cross-border data transfer rules or data localization requirements. These developments could limit our ability to launch our products in the EU and other foreign markets. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater. Such fines are in addition to any civil litigation claims by data subjects. Much remains unknown with respect to how to interpret and implement the GDPR and guidance on implementation and compliance practices is often updated or otherwise revised. Given the breadth and depth of changes in data protection obligations, including classification of data and our commitment to a range of administrative, technical and physical controls to protect data and enable data transfers outside of the EU and the United Kingdom, our compliance with the GDPR’s requirements will continue to require time, resources and review of the technology and systems we use to satisfy the GDPR’s requirements, including as EU member states enact their legislation. Further, while the United Kingdom enacted the Data Protection Act 2018 in May 2018 that supplements the GDPR, and has publicly announced that it will continue to regulate the protection of personal data in the same way post-Brexit, Brexit has created uncertainty with regard to the future of regulation of data protection in the United Kingdom.

The U.S. federal government and various states and governmental agencies also have adopted or are considering adopting various laws, regulations, and standards regarding the collection, use, retention, security, disclosure, transfer, and other processing of sensitive and personal information. In addition, many states in which we operate have laws that protect the privacy and security of sensitive and personal information. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international, or other state laws, and such laws may differ from each other, which may complicate compliance efforts. State laws are changing rapidly and there is discussion in Congress of a new federal data protection and privacy law to which we would become subject if it is enacted. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing practices and policies, and may divert resources from other initiatives and projects. Furthermore, non-compliance with data privacy laws and regulations, or a major breach of our network security and systems, could have serious negative consequences for our businesses and future prospects, including possible fines, penalties, and damages, reduced customer demand for our products, and harm to our reputation and brand, all of which may have a material and adverse impact on our business, financial condition, and operating results.

We make public statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements. Also, we enter into contracts with third parties (such as our partners and clients) that contain provisions regarding the collection, sharing, and processing of personal information. Although we endeavor to comply with our public statements and documentation as well as our contractual and other privacy-related obligations, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policy and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. In addition, from time to time, concerns may be expressed about whether our products and services compromise the privacy of clients and others. Any concerns about our data privacy and security practices (even if unfounded), or any failure, real or perceived, by us to comply with our posted privacy policies, contractual obligations, or any legal or regulatory requirements, standards, certifications, or orders, or other privacy or consumer protection-related laws and regulations applicable to us, could cause our clients to reduce their use of our autonomous industrial vehicles and could affect our financial condition, operating results, and our reputation, and may result in governmental or regulatory investigations, enforcement actions, regulatory fines, criminal compliance orders, litigations, breach of contract claims, or public statements against us by government regulatory authorities, our partners and/or clients, data subjects, consumer advocacy groups, or others, all of which could be costly and have an adverse effect on our business.

Furthermore, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase. Non-compliance could result in proceedings against us by data protection authorities, governmental entities or others, including class action privacy litigation in certain jurisdictions, which would subject us to significant fines, penalties, judgments, and negative publicity, and may otherwise affect our financial condition, operating results, and our reputation. Given the complexity of operationalizing the GDPR and other data privacy and security laws and regulations to which we are subject, the maturity level of proposed compliance frameworks and the relative lack of guidance in the interpretation of the numerous requirements of the GDPR and other data privacy and security laws and regulations to which we are subject, we may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or planned products and services and/or increase our cost of doing business. In addition, if our practices are not consistent or viewed as not consistent with legal and regulatory requirements, including changes in laws, regulations, and standards or new interpretations or applications of existing laws, regulations and standards, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results, and our reputation. Unauthorized access or disclosure of personal or other sensitive or confidential data of Company (including data about third parties which the Company possesses), whether through systems failure, employee negligence, fraud, or misappropriation, by the Company, our service providers or other parties with whom we do business (if they fail to meet the standards we impose, or if their systems on which our data is stored experience any data breaches or security incidents) could also subject us to significant litigation, monetary damages, regulatory enforcement actions, fines, and criminal prosecution in one or more jurisdictions.

Risks Related to our Common Stock

There is a limited market for our common stock that may make it more difficult to dispose of your stock.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “CYN”. There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell shares of our common stock, or the prices at which holders may be able to sell their common stock.

We are not in compliance with The Nasdaq Capital Market $1.00 minimum bid price requirement and failure to maintain compliance with this standard could result in delisting and adversely affect the market price and liquidity of our common stock.

Our common stock is currently traded on The Nasdaq Capital Market under the symbol “CYN”. On February 6, 2025, we received a notification letter from The Nasdaq Stock Market advising that, for 30 consecutive business days preceding the notification letter, the Company did not meet the minimum $1.00 per share bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Listing Rule 5550(a)(2). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv) the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. Accordingly, the Company’s securities are subject to delisting from Nasdaq unless the Company requests an appeal of this determination by February 13, 2025. The Company timely requested an appeal of the determination, and a hearing is scheduled for March 18, 2025. On February 18, 2025, the Company effected a reverse stock split of its common stock and the Company’s common stock has traded above $1.00 since the effectuation of the reverse stock split.

While we intend to regain compliance with the minimum bid price rule, there can be no assurance that we will be able to maintain continued compliance with this rule or the other listing requirements of The Nasdaq Capital Market. If we were unable to meet these requirements, we would receive another delisting notice from the Nasdaq Capital Market for failure to comply with one or more of the continued listing requirements. If our common stock were to be delisted from The Nasdaq Capital Market, trading of our common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing market may limit our ability to make a market in our common stock and which may impact purchases or sales of our securities.

Future sales of our common stock in the public market could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of our initial public offering, and therefore, they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our common stock.

Our stock price may be volatile, and the value of our common stock may decline.

Prior to our initial public offering in October 2021, there was no public market for our common stock and our common stock is not actively traded. The lack of an active market for our common stock may impair investors’ ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the market value of their shares and may result in significant price and volume fluctuations. The market price of our common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

●

actual or anticipated fluctuations in our financial condition or results of operations;

●

variance in our financial performance from expectations of securities analysts;

●

changes in the pricing of the solutions on our platforms;

●

changes in our projected operating and financial results;

●

changes in laws or regulations applicable to our technology;

●

announcements by us or our competitors of significant business developments, acquisitions or new offerings;

●

sales of shares of our common stock by us or our shareholders;

●

significant data breaches, disruptions to or other incidents involving our technology;

●

our involvement in litigation;

●

future sales of our common stock by us or our stockholders;

●

changes in senior management or key personnel;

●

the trading volume of our common stock;

●

changes in the anticipated future size and growth rate of our market;

●

general economic and market conditions; and

●

other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of our common stock. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies who have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

Future securities issuances could result in significant dilution to our stockholders and impair the market price of our common stock.

Future issuances of shares of our common stock could depress the market price of our common stock and result in dilution to existing holders of our common stock. Also, to the extent outstanding options and warrants to purchase our shares of our common stock are exercised or options or other equity-based awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our common stock.

We anticipate that we will need to raise additional capital, and our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products or technologies and issue equity securities to pay for any such acquisition or investment. We may not be able to obtain additional capital if and when needed on terms acceptable to us, or at all. Further, if we do raise additional capital, it may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

We do not intend to pay cash dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our capital stock, and, subject to the discretionary dividend policy described in the section entitled “Dividend Policy” of this Annual Report, we do not intend to pay any cash dividends in the foreseeable future. On September 29, 2023, our board of directors declared a one-time special dividend of 10% on our issued and outstanding shares of our common stock to holders of record on October 23, 2023. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need to rely on sales of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging-growth company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the Jumpstart Our Business Startups (“JOBS”) Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements will not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We will remain an emerging-growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our initial public offering; (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.

We cannot predict if investors will find our common stock less attractive as a result of choosing to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations will not be as comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Anti-takeover provisions in our charter documents may discourage our acquisition by a third party, which could limit our stockholders’ opportunity to sell their shares, at a premium.

Our amended and restated certificate of incorporation includes provisions that could limit the ability of others to acquire control of our company. These provisions could have the effect of depriving our stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control in a tender offer or similar transaction. Among other things, the charter documents will provide:

●

certain amendments to our bylaws that will require the approval of two-thirds of the combined vote of our then-outstanding shares of our common stock; and

●

our board of directors has the authority, without further action by our stockholders, to issue preferred stock in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional, or special rights, and the qualifications, limitations, or restrictions, including dividend rights, conversion rights, voting rights, terms.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and federal court within the State of Delaware as the exclusive forum for certain types of actions and proceedings that our stockholders may initiate, which could limit a stockholder’s ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be exclusive forums for any:

●

derivative action or proceeding brought on our behalf;

●

action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

●

action asserting a claim against us, our directors or officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or amended and restated bylaws; or

●

other action asserting a claim against us, our directors or officers or employees that is governed by the internal affairs doctrine.

This choice of forum provision does not apply to actions brought to enforce a duty or liability created under the Exchange Act. Our amended and restated certificate of incorporation to be in effect after this offering also provides that the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. We intend for this provision to apply to any complaints asserting a cause of action under the Securities Act despite the fact that Section 22 of the Securities Act creates concurrent jurisdiction for the federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act or the rules and regulations promulgated thereunder. There is uncertainty as to whether a court would enforce such a provision with respect to claims under the Securities Act, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

General Risk Factors

The restatement of our previously issued financial statements for the Affected Periods has resulted in unanticipated costs, stockholder litigation and regulatory actions, and may adversely affect investor confidence, our stock price, our ability to raise capital in the future and our reputation.

We incurred unanticipated costs for accounting and legal fees in connection with the restatement of our financial statements for the fiscal year ended December 31, 2024. The restatement may erode investor confidence in our company, our financial reporting, accounting practices and processes, and may raise reputational issues for our business. The restatement may also negatively impact the trading price of our securities and make it more difficult for us to raise capital on acceptable terms, or at all. In addition, the restatement and related material weaknesses in our internal control over financial reporting may result in stockholder litigation against us and adverse regulatory consequences. These and any future regulatory consequences, litigation, claims or disputes, whether successful or not, could subject us to additional costs, divert the attention of our management, or impair our reputation. Each of these consequences could have a material adverse effect on our business, results of operations and financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk management and strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Managing Material Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team works closely with our IT department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Oversee Third-party Risk

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Item 2. Properties

Our corporate headquarters is located in ~~Menlo~~Mountain ~~Park~~View, California and acts as the main operational facility for our vehicle engineering, software engineering and ~~business~~ business units. We lease our corporate headquarters which contains approximately 1639,~~400~~600 square feet. We believe that our office space is adequate for our current needs and, should we need additional space, we believe we will be able to obtain additional space on commercially ~~reasonable~~ reasonable terms.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates are involved in a proceeding adverse to our business or have a material interest adverse to our business.

Item 4. Mine Safety Disclosures

Not Applicable.

3637

PART II

Information with Respect to our Common Stock

Our common stock is traded on The Nasdaq Capital Market, LLC, or Nasdaq, and began trading under the symbol “CYN” on October 20, 2021.

Holders of Record

As of December 31, ~~2024~~2025, we had 6455 shareholders of record.

Dividend Policy

We have not declared or paid cash dividends on our common stock and have no present intention of paying any cash dividends on our common stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. On September 29, 2023, our board of directors declared a one-time special stock dividend of 10% on our issued and outstanding shares of our common stock to holders of record on October 23, 2023. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during its fiscal year ended December 31, ~~2024~~2025.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that would have a material impact on future operations. The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition as of and during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in or implied by these forward-looking statements as a result of several factors, including those discussed in the section captioned “Risk Factors” included under Part I, Item 1A and elsewhere in this Annual Report. See also the section captioned “Forward-Looking Statements” in this Annual Report.

Overview

We are an autonomous vehicle technology company that is focused on addressing industrial uses for autonomous vehicles. We believe that technological innovation is needed to enable adoption of autonomous industrial vehicles that will address the substantial industry challenges that exist today. These challenges include labor shortages, lagging technological advancements from incumbent vehicle manufacturers, and high upfront investment commitment.

3738

Industrial sites are typically rigid environments with consistent standards as opposed to city streets that have more variable environmental and situational conditions and diverse regulations. These differences in operational design domains will be major factors that make proliferation of industrial AVs in private settings achievable with less time and resources than AVs on public roadways. Namely, safety and infrastructure challenges are cited as roadblocks that have delayed AVs from operating on public roadways at scale. Our focus on industrial AVs simplifies these challenges because industrial facilities (especially those belonging to a single end customer that operates similarly at different sites) share much more in common than different cities do. Furthermore, our end customers own their infrastructure and can make changes more easily than governments can on public roadways.

With these challenges in mind, we are developing an Enterprise Autonomy Suite (“EAS”) that leverages advanced in-vehicle autonomous driving technology and incorporates leading supporting technologies like data analytics, asset tracking, fleet management, cloud, and connectivity. EAS provides a differentiated solution that we believe will drive pervasive proliferation of industrial autonomy and create value for customers at every stage of their journey towards full automation and the adoption of Industry 4.0.

EAS is a suite of technologies and tools that we divide into three complementary categories:

DriveMod, our modular industrial vehicle autonomous driving software;

Cyngn Insight, our customer-facing tool suite for monitoring and managing AV fleets (including remotely operating vehicles) and generating/aggregating/analyzing data (including the IoT gateway device); and

Cyngn Evolve, our internal tool suite and infrastructure that facilitates artificial intelligence AI and machine learning (“ML”) training to continuously enhance our algorithms and models and provides a simulation framework (both record/rerun and synthetic scenario creation) to ensure that data collected in the field can be applied to validating new releases.

Legacy automation providers manufacture specialized industrial vehicles with integrated robotics software for rigid tasks, limiting automation to narrow uses. Unlike these specialized vehicles, EAS can be compatible with the existing vehicle assets in addition to new vehicles that have been purpose built for autonomy by vehicle manufacturers. EAS is operationally expansive, vehicle agnostic, and compatible with indoor and outdoor environments. By offering flexible autonomous services, we aim to remove barriers to industry adoption.

We understand that scaling of autonomy solutions will require an ecosystem made up of different technologies and services that are enablers for AVs. Our approach is to forge strategic collaborations with complementary technology providers that accelerate AV development and deployment, provide access to new markets, and create new capabilities. Our focus on designing DriveMod to be modular will combine with our experience deploying AV technology on diverse industrial vehicle form factors, which will be difficult for competitors to replicate.

We expect our technology to generate revenue through two main methods: deployment and EAS subscriptions. Deploying our EAS requires us and our integration partners to work with a new client to map the facility, gather data, and install our AV technology within their fleet and site. WeThese ~~anticipate that~~deployments ~~new~~typically ~~deployments~~result ~~will~~in ~~yield~~revenue ~~project-~~based ~~revenues~~ ~~based~~ on the overall scope of the ~~deployment.~~project ~~After~~and ~~deployment, we expect to generate revenues by offering EAS through a Software as a Service (“SaaS”) model, which can be considered~~ the AVintegrated ~~software~~solution ~~component of Robotics as a Service (“RaaS”)~~delivered.

~~RaaS~~Following isdeployment, awe ~~subscription model~~continue ~~that~~to ~~allows~~generate ~~customers~~revenue through ongoing access to and use ~~robots/vehicles~~of ~~without~~our ~~purchasing~~Enterprise ~~the~~Autonomy ~~hardware~~Suite ~~assets~~(“EAS”), ~~upfront~~which includes software-enabled functionality, monitoring, updates, and support. WeThese ~~will~~arrangements ~~seek~~provide tocustomers ~~achieve~~with ~~sustained~~continuous ~~revenue growth~~access ~~largely~~to ~~from~~our ~~ongoing~~evolving ~~SaaS-style EAS~~autonomous vehicle ~~subscriptions~~capabilities ~~that~~and ~~enable~~are ~~companies~~generally tostructured ~~tap~~over ~~into~~a ~~our~~contractual ~~ever-expanding suite~~term ofduring AVwhich ~~and AI~~the ~~capabilities~~customer asreceives ~~organizations~~and ~~transition~~consumes ~~into~~the ~~full~~benefits of ~~industrial~~the ~~autonomy~~integrated solution.

38We will seek to achieve sustained revenue growth largely from ongoing SaaS-style EAS subscriptions that enable companies to tap into our ever-expanding suite of AV and AI capabilities as organizations transition into full industrial autonomy.

Although both the components and the combined solutions of EAS are still under development, we have EAS licenses with paying customers and have piloted EAS for paid customer trial and pilot deployments. We expect EAS to continually be developed and enhanced according to evolving customer needs, which will take place concurrently while other completed features of EAS are commercialized. We expect annual R&D expenditures in the foreseeable future to exceed that of ~~2024~~2025. We also had limited paid deployments in ~~2024~~2025 that offset some of the ongoing R&D costs of continually developing EAS. ~~We target scaled deployments to begin in 2025.~~

Our go-to-market strategy is to acquire new customers that use industrial vehicles in their mission-critical and daily operations by (a) leveraging the relationships and existing customers of our network of strategic partners, (b) bringing AV capabilities to industrial vehicles as a software service provider, and (c) executing a robust in-house sales and marketing effort to nurture a pipeline of industrial organizations. Our focus is on acquiring new customers who are either looking (a) to embed our technology into their vehicle product roadmaps or (b) to apply autonomy to existing fleets with our vehicle retrofits. In turn, our customers are any organizations that could utilize our EAS solution, including OEMs that supply industrial vehicles, end customers that operate their own industrial vehicles, or service providers that operate industrial vehicles for end customers.

As OEMs and leading industrial vehicle users seek to increase productivity, reinforce safer working environments, and scale their operations, we believe we are uniquely positioned to deliver a dynamic autonomy solution via our EAS to a wide variety of industrial uses. Our long-term vision is for EAS to become a universal autonomous driving solution with minimal marginal cost for companies to adopt new vehicles and expand their autonomous fleets across new deployments. We have already deployed DriveMod software on more than 10 different vehicle form factors that range from stockchasers and forklifts to 14-seat shuttles and 5-meter-long cargo vehicles demonstrating the extensibility of our AV building blocks.

Our strategy upon establishing a customer relationship with an OEM, is to seek to embed our technology into their vehicle roadmap and expand our services to their many clients. Once we solidify an initial AV deployment with a customer, we intend to seek to expand within the site to additional vehicle platforms and/or expand the use of similar vehicles to other sites operated by the customer. This “land and expand” strategy can repeat iteratively across new vehicles and sites and is at the heart of why we believe industrial AVs that operate in geo-fenced, constrained environments are poised to create value.

Critical Accounting Policies and Estimates and Judgements

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified below that are considered critical, we make many other accounting estimates in preparing our consolidated financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

The Company considers costs to develop software, warrants and share-based compensation to be critical accounting estimates and believes the associated assumptions and estimates to have the greatest potential impact on our consolidated financial statements.

Costs to Develop Software

The Company incurs costs related to internally developed software. Based on the nature of the software the Company capitalizes software costs under the following guidance.

3940

Internal-Use Software

The Company capitalizes certain costs related to internal-use software, primarily consisting of direct labor and third-party vendor costs associated with creating the software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs related to the design and implementation of the selected software components, software build and configuration infrastructure, and software interfaces. Capitalization of costs requires judgment in determining when a project has reached the application development stage, the proportion of time spent in in the application development stage, and the period over which the Company expects to benefit from the use of that software. Once the ~~software~~ software is placed in service, these costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three to five years. There is judgment involved in the determination of the useful life. Internal-use software is classified as property and equipment in accordance with ASC 350, Intangibles –- Goodwill and Other.

Costs to Develop Software to be Sold, Leased or Otherwise Marketed

The Company accounts for research costs of computer software to be sold, leased or otherwise marketed as expense until technological feasibility has been established ~~for~~ for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for ~~general~~ general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have ~~determined~~ determined that technological feasibility for our software products is reached shortly after a working prototype is complete and meets or exceeds design specifications including functions, features, and technical performance requirements. After technological feasibility is established, judgment is required to determine the amount of payroll and stock-based compensation costs to be capitalized on the remaining ~~development~~ development efforts. These costs will continue to be capitalized until such time as when the product or enhancement is available for general ~~release~~ release to customers. ~~Computer software to be sold, leased or otherwise marketed is classified as an intangible asset in accordance with ASC 985, Software.~~

Computer software to be sold, leased or otherwise marketed is classified as an intangible asset. Capitalized software development costs are amortized using the greater of (a) the amount computed using the ratio that current gross revenue for a product bear to total of current and anticipated future gross revenue for that product or (b) the straight-line method, beginning upon commercial release of the product, and continuing over the remaining estimated economic life of the product, not to exceed three years to five years and recorded as cost of revenue. Amortization will begin when the product or enhancement is available for general release to customers. No amortization has begun for externally sold software, as the software enhancement is still in development. Management evaluates the useful lives of these assets on a quarterly basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. No impairment charges were associated with the Company’s sold, leased or otherwise marketed software for the year ended December 31, 2025.

During the year ended December 31, 2025, management completed a review of the Company’s capitalized software development projects. Based on this review, management determined that projects previously capitalized as developed software no longer met the criteria for capitalization under ASC 985-20, External-Use Software, resulting from new technical development issues that did not exist and could not have been reasonably anticipated in prior periods.

As a result, the Company revised its estimate regarding the point at which technological feasibility is achieved for software development activities. This change in estimate was made to reflect management’s current expectations about the timing and certainty of future technological milestones.

The change in estimate was accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections, and did not require restatement of prior-period financial statements. For the year ended December 31, 2025, the Company recognized a total of $1.4 million related to costs originally capitalized in 2024 and $1.2 million related to costs capitalized during the first two quarters of 2025 as research and development expense resulting from this change.

Common Stock Warrants

The Company issued to its lead underwriter in the Company’s initial public offering consummated in October 2021, (the “IPO”), warrants to purchase up to 9~~(1)~~ shares of its common stock, exercisable at a price per share of $~~140~~40,~~625(1)~~650 and expiring on October 19, 2026. Additionally, in connection with the Private Placement offering completed on April 29, 2022, the Company issued warrants to purchase 426~~(1)~~ shares of its common stock, exercisable at a price per share of $40140,~~650(1)~~625 and expiring on April 29, 2027. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the valuation as equity instruments in consideration of the cashless settlement provisions in the warrant agreements.

The Company also applied the guidance in ASC 340-10-S99-1, Other Assets and Deferred Costs, that states specific incremental costs directly attributable to a proposed or actual offering of equity securities may properly be deferred and charged against the gross proceeds of the offering. The Company treated the valuation of the warrants as directly attributable to the issuance of an equity contract and, accordingly, classified the warrants as additional paid-in capital.

The Company issued Series A warrants and Series B warrants in connection with securities purchase agreement on December 20, 2024. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The estimated fair value of the Company’s warrant agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company determined the fair value of the warrants using the Monte Carlo pricing model and treated the valuation as a liability in consideration of the variable number of the issuer’s equity shares in the warrant agreements. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations under other income (expense). After shareholder approval on January 30, 2025, the strike price and the number of equity shares are now fixed. Therefore, in accordance with ASC 815-40-35-8, Derivatives and Hedging Reclassification of Contracts, the Series A warrants were re-measured utilizing the Black Scholes model and reclassified into equity. The Series A warrants are included in equity in the consolidated balance sheet as of December 31, 2025. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in February 2025.

Stock-based Compensation

The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur, if any. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of the Company’s common stock, expected price volatility of the common stock, expected term, risk-free interest rates, and expected dividend yield.

(1) All information has been retroactively adjusted to reflect the 1-for-100 reverse stock split effected on July 3, 2024 and the 1-for-150 reverse stock split effected on February 18, 2025. See Note 7, Capital Structure for details.

Results of Operations

Revenue

We ~~currently~~ derive revenue from ~~four~~EAS subscriptions ~~sources.~~with Werelative ~~enter into fixed~~add-~~price~~on ~~NRE~~offerings ~~contracts~~such ~~related~~as tohardware ~~trial~~revenue ~~projects that consist of several independent phases~~ and ~~include design,~~other ~~data~~revenue ~~gathering~~(i.e., ~~hardware~~deployment ~~installation on an industrial vehicle, customer-specific configuration of the DriveMod software, and demonstrations. The determination of the contract price is based on labor and hardware~~ costs ~~estimated to achieve the required milestones specified in the contract~~). ~~The~~Revenue ~~purpose~~from of these ~~fully funded projects is to exhibit the feasibility of the Company’s technology~~subscriptions ~~offering to the customer on additional vehicle types~~ and ~~provide~~add-ons aare ~~level~~recognized ofmonthly ~~confidence~~over ~~to encourage~~ the ~~customer~~service tocontract ~~enter into a multi-year~~life, ~~commercial~~ ~~arrangement~~beginning ~~with the Company in the future. Revenue on these multi-phase contracts is generally recognized~~ at the ~~point in~~ time ~~when~~that ~~the~~a ~~performance obligations of each independent phase have been completed and~~ customer acknowledges acceptance ~~has~~of ~~been acknowledged. Contracts often allow mutual termination without penalty. To~~ the ~~extent our actual costs vary from the fixed fee, we will generate more or less~~ ~~profit or could incur a loss~~service.

InDuring ~~addition~~2025, wethe ~~derive~~Company ~~revenue~~recognized ~~from~~$0.2 ~~EAS~~million ~~subscriptions~~of ~~with~~revenue, ~~relative~~substantially ~~add-on~~all ~~offerings~~related ~~such~~to asEAS ~~hardware~~subscriptions ~~revenue~~ and ~~other~~hardware revenue (i.~~e.,~~ ~~deployment/set~~During up2024, ~~costs).~~the ~~Revenue from~~Company ~~these subscriptions and add-ons are~~ recognized ~~monthly~~$0.4 million ~~over~~of ~~the service contract life~~revenue, ~~beginning~~substantially atall ~~the~~related ~~time~~to ~~that~~EAS asubscriptions ~~customer~~and ~~acknowledges acceptance~~hardware ~~of the service~~revenue.

During 2024, the Company recognized $0.4 million of revenue, substantially all related to EAS subscriptions and hardware revenue. During 2023, the Company recognized $1.5 million of revenue, of which $1.4 million was associated with NRE contracts and the remaining $0.1 million related to revenue from EAS subscriptions.

Cost of Revenue

Cost of revenues consists primarily of direct labor and related fringe benefits for internal engineering resources costs incurred for the completion of the contracts and hardware costs.

During ~~2024~~2025, the Company reported cost of revenue of $0.51 million consisting primarily of deployment costs, related to personnel costs, ~~travel expenses~~ and ~~associated hardware~~travel ~~costs to specific customers~~expenses. During ~~2023~~2024, the ~~company~~Company reported cost of revenue of $10.25 million consisting primarily of ~~fully burdened~~deployment ~~internal~~costs, ~~engineering~~related ~~development~~to ~~resources~~personnel ~~and hardware~~ costs, ~~incurred~~travel ~~for~~expenses and ~~the~~associated ~~completion~~hardware ofcosts ~~the~~to ~~final~~specific ~~phases of NRE contracts~~customers.

Research and Development

Research and development expense ~~consists~~consist primarily of ~~outsourced engineering services,~~ internal engineering and development expenses, materials, labor and stock-based compensation and outsourced engineering services related to development of the Company’s products and services. Research and development costs incurred during ~~NRE projects~~deployments are capitalized and expensed when the associated ~~NRE~~contract revenue is recognized. All other research and development costs are expensed as incurred.

Research and development expense for the year ended December 31, ~~2024~~2025 ~~decreased~~increased by $1.42 million or 1110.57% to $1112.35 million from $1211.73 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase is primarily attributable ~~the~~to ~~capitalization~~personnel ofrelated costs ~~related to capitalized software~~ and ~~customer~~expanded ~~contract~~leased space.

General and Administrative

General, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs.

General and administrative expenses increased by approximately $01.59 million or 416.7% to $1113.43 million for the year ended December 31, ~~2024~~2025 from $1011.94 million for the year ended December 31, ~~2023~~2024. The increase primarily relates to additional executive bonuses ~~offset by a decreases in insurance, professional fees~~ and ~~other general and administrative expenses~~advertising.

Interest income (Expenses), net

Interest income (expense), ~~decreased~~net increased by $1.3 million to ($10.12 million) for the year ended December 31, ~~2024~~2025 from ($~~137~~1.91 ~~thousand~~million) for the year ended December 31, ~~2023~~2024. Interest income consists primarily of interest earned of $~~111~~0.72 ~~thousand~~million from the Company’s interest-bearing bank accounts~~, offset by interest expense of $1~~.~~3 million related to the Notes issued in November 2024.~~

Other Income (Expenses), net

Other income ~~decreased~~(expense), bynet increased by $512.7 million to $52.32 million for the year ended December 31, ~~2024~~2025 from ($~~396~~10.85 ~~thousand~~million) for the year ended December 31, ~~2023~~2024. Other income ~~(expense),~~ ~~net~~ consists primarily of fair value ~~measurement~~remeasurement of $51.41 million ~~for~~and ~~the warrant liability,~~ realized gains earned on the Company’s short-term investments of $~~113 thousand and interest earned of $40~~0.49 ~~thousand related to the office lease offset by the impairment charge of $118~~million.~~8 thousand related to expired international patents.~~

Liquidity and Capital Resources

The Company’s principal source of liquidity is its cash and current maturities of short-term investments. Short-term investments consist of placements in U.S. government securities with original maturities between three to nine months. As of December 31, ~~2024~~2025, the Company had unrestricted cash of approximately $230.6 1 million and short-terms investments of $33.7 million. As of December 31, ~~2023~~2024, the Company had unrestricted cash of approximately $323.6 million and no short-~~term investments~~terms ~~of $4~~investments.~~6 million.~~

On ~~May~~April 3123, ~~2023~~2024, the Company entered into an ~~ATM~~underwritten ~~Sales~~agreement ~~Agreement~~ with ~~Virtu~~ ~~Americas~~Aegis ~~LLC~~Capital ~~(the~~Corp. (“~~ATM Sales Agreement~~Aegis”), ~~under~~pursuant ~~which the Company may, from time~~ to ~~time,~~which ~~sell~~Aegis ~~shares~~acted ofas the Company’s ~~common~~underwriter ~~stock~~on ata ~~market~~firm ~~prices~~commitment bybasis ~~methods~~in ~~deemed~~connection towith ~~be an “at-~~the~~-market~~ ~~offering”~~sale asby ~~defined~~the inCompany ~~Rule~~of ~~415~~an ~~promulgated~~aggregate ~~under the~~of ~~Securities~~3,333 ~~Act~~shares of ~~1933,~~common asstock ~~amended.~~in ~~The~~a public ~~ATM~~offering, ~~Sales~~which ~~Agreement~~included: ~~and~~(i) ~~related~~1,320 ~~prospectus~~shares ~~are~~of ~~limited~~common tostock, ~~sales~~and of(ii) uppre-funded warrants to ~~$8.8~~purchase ~~million~~2,013 of shares of ~~the Company’s~~ common stock. The ~~ATM~~pre-funded ~~Sales~~warrants ~~Agreement~~had ~~expires~~a atnominal ~~the~~exercise ~~earliest~~price of 5$0.0015. ~~years~~Each ~~after~~share ~~the date~~ of ~~the~~common ~~agreement~~stock orwas ~~exhaustion of~~sold ~~the~~at ~~aggregate~~an ~~limit~~offering ~~available~~price ~~under~~of ~~the~~$1,500, ~~ATM~~and each ~~Sales~~pre-funded ~~Agreement.~~warrant ~~The~~was ~~Company~~sold ~~pays~~at ~~Virtu~~an ~~Americas~~offering ~~LLC~~price upof ~~to 3~~$1,499.0%85. ofThe ~~the~~pre-funded ~~gross~~warrants ~~proceeds~~are classified as a ~~commission.~~component As of ~~December~~permanent stockholders’ ~~31,~~equity ~~2024,~~within aadditional ~~total~~paid-in ofcapital ~~4,524(1),~~and ~~shares~~were ofrecorded ~~common~~at ~~stock~~the ~~were~~issuance ~~sold~~date ~~through~~concluding ~~Virtu~~the ~~Americas~~purchase ~~LLC~~price ~~under~~approximated the ~~ATM~~fair ~~Sales~~value. ~~Agreement~~The ~~for~~offering ~~net~~closed ~~proceeds~~on ofApril $825,~~597~~ 2024. On May 3 2024,~~957~~ ~~after~~the ~~payment~~Company closed on the sale of ~~commission~~an ~~fees~~additional 136 shares of ~~$175~~common stock,~~468~~ ~~and~~upon ~~other~~exercise ~~related~~by ~~expenses~~the underwriter of ~~$60,465~~the over-allotment option. As ofThe ~~December~~Company ~~31,~~received ~~2024,~~net ~~the~~proceeds ~~Company~~of ~~had~~approximately $04.6 ofmillion, after ~~common~~deducting ~~stock~~the ~~remaining~~estimated ~~available~~offering ~~for~~expenses ~~sale~~payable ~~under~~by the ~~ATM~~Company, ~~Sales~~including ~~Agreement~~the placement agent fees.

On ~~December~~November 812, ~~2023~~2024, the ~~Company~~ Company entered into a ~~Placement~~securities ~~Agent~~purchase ~~Agreement~~agreement with ~~Aegis~~certain ~~Capital~~investors ~~Corp. (“Aegis”),~~ pursuant to which ~~Aegis~~we ~~acted as the Company’s placement agent~~sold, onin a ~~reasonable~~private ~~best efforts basis~~placement, insenior notes ~~connection~~ with ~~the sale by the Company of~~ an aggregate ofprincipal ~~2,222(1) shares~~amount of ~~common stock in a public offering~~$4,375,000 ~~which included:~~ (i)the ~~764(1~~“Notes”) ~~shares of common stock~~, and ~~(ii)~~received ~~pre-funded~~proceeds ~~warrants to~~before ~~purchase~~expenses ~~1,458(1) shares~~ of ~~common stock. The Pre-Funded Warrants had a nominal exercise price of~~ $03,500,000.~~00001. Each~~ ~~share~~As ofconsideration ~~common~~for ~~stock~~entering ~~was~~into ~~sold~~the atagreement, anwe ~~offering~~issued ~~price~~a total of $2,~~250(1),~~701 ~~and~~shares ~~each~~of ~~Pre-Funded~~common ~~Warrant~~stock ~~was~~of ~~sold~~the atCompany anto ~~offering~~the ~~price~~Purchasers on ofNovember $213,~~249~~ 2024.~~85(1).~~ The ~~Company~~principal ~~received~~amount ~~net proceeds~~ of ~~approximately $4.5 million, after deducting~~ the ~~estimated~~Notes ~~offering~~were ~~expenses payable~~repaid byon ~~the~~December ~~Company~~23, ~~including the placement agent fees~~2024.

On April 23, 2024, the Company entered into an underwritten Agreement with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the Company’s underwriter on a firm commitment basis in connection with the sale by the Company of an aggregate of 3,333(1) shares of common stock in a public offering, which included: (i) 1,320 (1) shares of common stock, and (ii) pre-funded warrants to purchase 2,013(1) shares of common stock. The Pre-Funded Warrants had a nominal exercise price of $0.0015(2). Each share of common stock was sold at an offering price of $1,500(1), and each Pre-Funded Warrant was sold at an offering price of $1,499.85(1). The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on April 25, 2024. On May 3 2024, the Company closed on the sale of an additional 136 (1) shares of common stock, upon exercise by the underwriter of the over-allotment option. The Company received net proceeds of approximately $4.6 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.43

On November 12, 2024, the Company entered into a securities purchase agreement with certain investors pursuant to which we sold, in a private placement, senior notes with an aggregate principal amount of $4,375,000 (the “Notes”), and received proceeds before expenses of $3,500,000. As consideration for entering into the agreement, we issued a total of 2,701(2) shares of common stock of the Company to the Purchasers on November 13, 2024. The principal amount of the Notes were repaid on December 23, 2024.

On November 12, 2024, the Company implemented a cost reduction plan in order to reduce its average monthly cash burn from approximately $1.8 million per month to approximately $1 million per month for 90 days. This included reducing staff from approximately 80 people to approximately 60 people, temporarily suspending certain non-essential operations and reducing or eliminating all discretionary expenses. With the additional capital raised in December 2024, the Company has resumed normal operations.

On December 20, 2024, the Company entered into a securities purchase agreement for the sale and issuance of (i) 20,507~~(2)~~ units at a public offering price per Unit of $241.50~~(2)~~ with each Unit consisting of one share of common stock, par value $0.00001 per share, one Series A warrant to purchase one share of Common Stock at an exercise price of $301.875~~(2)~~ per share and one Series B warrant to purchase one share of Common Stock at an exercise price of $301.875~~(2)~~ and (ii) 62,309~~(2)~~ pre-funded units at a public offering price of $241.485 ~~(2)~~ per Pre-Funded Unit, with each Pre-Funded Unit consisting of one pre-funded warrant exercisable for one share of Common Stock at an exercise price of $0.015~~(2)~~ per share, one Series A Warrant and one Series B Warrant. The net proceeds to the Company from the Offering were approximately $18.2 million, after deducting placement agent’s fees and the payment of other offering expenses associated with the offering that were payable by the Company.

On December 30, 2024, the “Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue, in a registered direct offering, 44,333~~(2)~~ shares of its common stock, par value $0.015~~(2)~~ per share at a purchase price of $90~~(2)~~ per share and 55,667~~(2)~~ pre-funded warrants to purchase shares of Common Stock, at a purchase price of $89.985~~(2)~~ per Pre-Funded Warrant. The Company received net proceeds of approximately $8.1 million from the ~~Offering~~offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

~~The~~On June 26, 2025, the Company’s ~~liquidity~~entered isinto ~~based~~a onsecurities ~~its~~purchase ~~ability~~agreement towith ~~enhance~~certain ~~its~~investors, ~~operating~~pursuant ~~cash~~to ~~flow~~which ~~position,~~the ~~obtain~~Company ~~capital~~agreed ~~financing~~to ~~from~~sell ~~equity~~and ~~interest~~issue, ~~investors~~in ~~and~~a ~~borrow~~registered ~~funds~~direct tooffering, ~~fund~~192,496 shares of its ~~general~~common ~~operations~~stock, ~~research~~par ~~and~~value ~~development~~$0.00001 ~~activities~~per ~~and~~share, ~~capital~~at ~~expenditures.~~a ~~The~~purchase ~~Company’s~~price of $5.01 per ~~ability~~share toand ~~continue~~2,801,516 aspre-funded awarrants ~~going~~to ~~concern~~purchase isshares ~~dependent~~of oncommon ~~management’s~~stock, ~~ability~~at toa ~~successfully~~purchase ~~execute~~price ~~its~~of ~~business~~$5.00999 ~~plan,~~per ~~which~~pre-funded ~~includes~~warrant. ~~increasing~~The ~~revenue~~Company ~~while~~received ~~controlling~~net ~~operating~~proceeds ~~costs~~of ~~and~~approximately ~~expenses~~$15.9 ~~and~~million ~~obtaining~~from ~~funds~~the ~~from~~offering, ~~outside~~after ~~sources~~deducting the estimated offering expenses payable by the Company of ~~financing~~$1.3 tomillion, ~~generate~~including ~~positive financing~~the ~~cash~~placement ~~flows~~agent fees.

~~Based on~~On ~~cash~~June ~~flow~~27, ~~projections from operating and financing activities and the existing balance of cash and short-term investments~~2025, ~~management~~the isCompany ofentered ~~the~~into ~~opinion~~a ~~that~~securities ~~the~~purchase ~~Company~~agreement ~~has~~with ~~insufficient~~certain ~~funds for sustainable operations~~investors, ~~and~~pursuant ~~it may not be able~~ to ~~meet~~which ~~its payment obligations from operations and related commitments, if~~ the Company isagreed ~~not able~~ to ~~complete~~sell ~~the~~and ~~required~~issue, in ~~funding~~a ~~transactions~~registered todirect ~~allow~~offering, ~~the~~313,564 ~~Company to~~shares ~~continue~~of asits acommon ~~going concern~~stock, ~~for~~par ~~the~~value ~~next year~~$0.00001 ~~Based~~per ~~on these factors~~share, ~~the~~at ~~Company~~a ~~has~~purchase ~~substantial~~price ~~doubt~~of ~~that~~$7.50 ~~it will be able to~~per ~~continue~~share asand a1,979,769 ~~going~~pre-funded ~~concern~~warrants ~~for~~to ~~the~~purchase 12shares ~~months~~of ~~following~~common ~~the~~stock, ~~date~~at ~~that~~a ~~these~~purchase ~~interim~~price ~~financial~~of ~~statements were issued~~$7.49999 ~~These~~per ~~consolidated~~pre-funded warrant. ~~financial~~The ~~statements~~Company doreceived ~~not~~net ~~include~~proceeds ~~any~~of ~~adjustments~~approximately to$13.7 ~~reflect~~million from the ~~possible~~offering, ~~future~~after ~~effects~~deducting on the ~~recoverability~~estimated ~~and~~offering ~~classification of~~expenses ~~assets~~payable ~~and~~by ~~liabilities that may result in~~ the Company ~~not~~of ~~being~~$1.3 ~~able~~million, toincluding ~~continue~~the asplacement aagent ~~going concern~~fees.

In October 2025, the Company sold an aggregate of 935,114 shares of common stock pursuant to the Sales Agreement for gross proceeds of $5,778,031. The Company paid a commission of $173,341 to Aegis Capital Corp., representing 3% of the gross proceeds, and $131,990 in issuance costs resulting in net proceeds of approximately $5,472,691. The shares were issued at a par value of $0.00001 per share. The par value of the shares issued was recorded as common stock, with the excess of net proceeds over par value recorded as additional paid-in capital.

The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures.

Based on cash flow projections from operating, investing and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and related commitments for the 12 months following the date these consolidated financial statements were issued.

Cash Flows

Operating activities

Net cash used in operating activities for the year ended December 31, ~~2024~~2025 was $923.56 million, aan ~~decrease~~increase of approximately $104.4 million or 5122.8% compared to $19.~~5 million~~2 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase is primarily attributed to ~~increase costs for customer deployment,~~ an increase in inventory related to ~~the DriveMod Kits~~tuggers, anthe fair ~~increase~~value inremeasurement ~~lease~~of ~~payments due to~~ the ~~lease~~warranty ~~extension~~liabilities, and the ~~fair~~security ~~value~~deposit ~~remeasurement~~for of the ~~warranty liabilities~~new office location.

Investing activities

Net cash ~~provided~~used byin investing activities for the year ended December 31, ~~2024~~2025 was $234.91 million, aan ~~decrease~~increase of approximately $337.41 million ~~or 54%~~ compared to net cash provided by investing activities of $62.49 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase consists of ~~smaller~~short-term investment maturities of $1254.25 million, which were offset by ~~purchases of~~ short-term ~~investments~~investment purchases of approximately $787.64 million, ~~and approximately $1.7 million in purchases of~~ R&D-related hardware equipment, ~~acquisition~~purchases of ~~intangible~~approximately ~~asset~~$1.2 million, ~~capitalization~~and ofapproximately ~~software~~$0.03 ~~and~~million ~~disposal~~in acquisition of intangible assets.

(2) All information has been retroactively adjusted to reflect 1-for-150 reverse stock split effected on February 18, 2025. See Note 7, Capital Structure for details.

Financing activities

Net cash provided by financing activities for the year ended December 31, ~~2024~~2025 was $2635.61 million, ana ~~increase~~decrease of approximately $201.52 million compared to $636.13 million for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease is due to the following net proceeds received in each year:

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
ATM, from May 2023 to July 2024	$	6,789,427	$	1,747,468
Proceeds from at-the-market equity financing, net of issuance costs	$	5,472,701	$	-
Placement agent agreement, December 8, 2023		-		4,474,988
Proceeds from public issuance of common stock, net of offering costs		29,611,677		-
Underwritten agreement, April 23, 2024		4,634,720		-
ATM, from May 2023 to July 2024		-		6,789,427
Senior notes, November 12, 2024		3,072,200		-
Placement agent agreement, December 8, 2023		-		-
Securities purchase agreement, December 20, 2024		18,292,500		-
Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants		-		13,811,014
Registered direct offering, December 30, 2024		8,068,622		-
Proceeds from issuance of warrants		-		18,260,852
Total financings	$	40,857,469	$	6,222,456
Proceeds from the Notes, net of issuance costs		-		1,801,265
Repayment of the Notes		-		(4,375,000	)
Total financings	$	35,084,378	$	36,287,558

The increase in cash from financing activities from the above transactions were offset by the repayment of the senior notes in the amount of $4,375,000 and the portion of the proceeds allocated to the warrant liabilities for the securities purchase agreement on December 20, 2024.45

Emerging Growth Company Status

We are an “emerging-growth company”, as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common shares less attractive, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

We are also a “smaller reporting company”, meaning that the market value of our stock held by non-affiliates plus the aggregate amount of gross proceeds to us as a result of the IPO is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “Smaller Reporting Company”, this Item and the related disclosure is not required.

Item 8. Financial Statements and Supplementary Data

4446

~~REPORT OF~~Report ~~INDEPENDENT~~of ~~REGISTERED~~Independent ~~PUBLIC~~Registered ~~ACCOUNTING~~Public ~~FIRM~~Accounting Firm

To the Stockholders and Board of Directors of

CYNGN Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of CYNGN Inc. (the “Company”) as of December 31, ~~2024 and 2023~~2025, the related consolidated statements of operations, stockholders’ equity and cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory~~Basis ~~Paragraph~~for ~~– Going Concern~~Opinion

~~The~~These ~~accompanying consolidated~~ financial statements ~~have~~ ~~been~~are ~~prepared~~the ~~assuming~~responsibility of ~~that~~ the Company’s ~~will continue as a going concern~~management. AsOur ~~more~~responsibility ~~fully~~is ~~described~~to inexpress ~~Note~~an 1,opinion on the Company’s ~~has~~financial ~~incurred significant~~statements ~~losses~~based ~~and~~on ~~needs~~our toaudit. ~~raise~~We are ~~additional~~a ~~funds~~public toaccounting ~~meet~~firm ~~its~~registered ~~obligations~~with ~~and~~the ~~sustain~~Public ~~its~~Company ~~operations.~~Accounting ~~These~~Oversight ~~conditions~~Board ~~raise~~(United ~~substantial doubt~~States) ~~about~~(“PCAOB”) ~~the~~and ~~Company's~~are required ~~ability~~ to ~~continue~~be asindependent awith ~~going~~respect ~~concern.~~to ~~Management's~~the ~~plans~~Company in ~~regard~~accordance towith ~~these~~the ~~matters~~U.S. ~~are~~federal ~~also~~securities ~~described~~laws ~~in Note~~and 1.the ~~The~~applicable ~~consolidated~~rules ~~financial~~and regulations ~~statements~~of dothe ~~not~~Securities ~~include~~and ~~any~~Exchange ~~adjustments~~Commission ~~that~~and ~~might result from~~ the ~~outcome of this uncertainty~~PCAOB.

~~Basis~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for ~~Opinion~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~These~~Our ~~financial~~audit ~~statements~~included ~~are~~performing ~~the~~procedures ~~responsibility~~to assess the risks of ~~the~~material ~~Company's~~misstatement ~~management.~~of ~~Our~~the ~~responsibility~~financial isstatements, towhether ~~express~~due anto ~~opinion~~error onor ~~the~~fraud, ~~Company's~~and ~~financial~~performing ~~statements~~procedures ~~based~~that onrespond to ~~our~~those ~~audits~~risks. ~~We are~~Such aprocedures ~~public~~included ~~accounting~~examining, ~~firm~~on ~~registered~~a ~~with~~test ~~the~~basis, ~~Public~~evidence ~~Company~~regarding ~~Accounting~~the ~~Oversight~~amounts ~~Board~~and ~~(United~~disclosures ~~States)~~in ~~("PCAOB")~~the ~~and~~financial ~~are~~statements. ~~required~~Our toaudit bealso ~~independent~~included ~~with~~evaluating ~~respect~~the toaccounting ~~the~~principles ~~Company~~used inand ~~accordance~~significant ~~with~~estimates ~~the~~made ~~U.S.~~by ~~federal~~management, ~~securities~~as ~~laws~~well ~~and~~as evaluating the ~~applicable~~overall ~~rules~~presentation ~~and regulations~~ of the ~~Securities~~financial ~~and~~statements. ~~Exchange~~We ~~Commission~~believe ~~and~~that ~~the~~our ~~PCAOB~~audit provides a reasonable basis for our opinion.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'/s/ ~~internal~~CBIZ ~~control~~CPAs ~~over financial reporting~~P. ~~Accordingly, we express no such opinion~~C.

~~Our~~CBIZ ~~audits~~CPAs ~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~P. ~~Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements~~C. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/We have served as the Company’s/ auditor since 2021 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).

WeSan ~~have~~Francisco, ~~served~~California March as26, ~~the Company’s auditor since 2021.~~2026

~~San~~PCAOB ~~Francisco,~~ID ~~California~~NUMBER 199

~~March 6, 2025~~F-1

~~PCAOB~~Report IDof ~~NUMBER~~Independent ~~688~~Registered Public Accounting Firm

~~F-1~~To the Stockholders and Board of Directors of

CYNGN ~~INC.~~ ~~AND SUBSIDIARIES~~Inc.

~~CONSOLIDATED BALANCE~~Opinion ~~SHEETS~~on the Financial Statements

	December 31,			December 31,
	2024			2023
ASSETS
CURRENT ASSETS
Cash	$	23,617,733		$	3,591,623
Short-term investments		–			4,561,928
Prepaid expenses and other current assets		1,965,222			1,316,426
TOTAL CURRENT ASSETS		25,582,955			9,469,977
NON-CURRENT ASSETS
Property and equipment, net		2,319,402			1,486,672
Right-of-use asset, net		297,918			992,292
Intangible assets, net		1,895,074			1,084,415
TOTAL NON-CURRENT ASSETS		4,512,394			3,563,379
TOTAL ASSETS	$	30,095,349		$	13,033,356
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	297,778		$	196,963
Accrued expenses and other current liabilities		2,874,216			1,201,142
Current operating lease liability		317,344			682,718
TOTAL CURRENT LIABILITIES		3,489,338			2,080,823
Warrant liability		15,012,361			-
Non-current operating lease liability		–			317,344
TOTAL LIABILITIES		18,501,699			2,398,167
Commitments and contingencies (Note 12)
STOCKHOLDERS’ EQUITY
Common stock, Par $0.00001; 200,000,000 shares authorized, 199,110(1) and 5,147(1) shares issued and outstanding as of December 31, 2024 and 2023, respectively		2			-
Additional paid-in capital(1)		200,863,551			170,652,808
Accumulated deficit		(189,269,903	)		(160,017,619	)
TOTAL STOCKHOLDERS’ EQUITY		11,593,650			10,635,189
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	30,095,349		$	13,033,356

We have audited the accompanying consolidated balance sheet of CYNGN Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~(1)~~Restatement ~~All~~of ~~information has been retroactively adjusted to reflect the 1-for-100 reverse stock split effected on July 3,~~ 2024 ~~and~~Financial ~~the 1-for-150 reverse stock split effected on February 18, 2025. See Note 7, Capital Structure for details.~~Statements

~~The accompanying~~As ~~notes~~discussed ~~are~~in anNote ~~integral~~15 ~~part~~to ofthe ~~these~~financial statements, ~~consolidated~~the accompanying financial statements as of December 31, 2024 and for the year then ended, have been restated to correct misstatements surrounding the Company’s accounting for warrant liabilities.

~~F-2~~Explanatory Paragraph – Going Concern

~~CYNGN~~The accompanying consolidated financial statements have been prepared ~~INC~~assuming that the Company will continue as a going concern. ~~AND~~As ~~SUBSIDIARIES~~more fully described in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~CONSOLIDATED STATEMENTS~~Basis OFfor ~~OPERATIONS~~Opinion

	Year Ended December 31,
	2024			2023
Revenue	$	368,138		$	1,489,317
Costs and expenses
Cost of revenue		535,708			1,222,321
Research and development		11,259,641			12,719,983
General and administrative		11,400,864			10,892,955
Total costs and expenses		23,196,213			24,835,259
Loss from operations		(22,828,075	)		(23,345,942	)
Other income (expense), net
Interest income (expense), net		(1,117,546	)		137,887
Change in fair value of warrant liability		(5,359,780	)		-
Other income (expense), net		53,117			396,825
Total other income (expense), net		(6,424,209	)		534,712
Net loss	$	(29,252,284	)	$	(22,811,230	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2,212.56	)	$	(6,528.92	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(1)		13,221			3,494

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~(1)~~We ~~All~~conducted ~~information~~our ~~has~~audit ~~been~~in ~~retroactively~~accordance ~~adjusted~~with the standards of the PCAOB. Those standards require that we plan and perform the audit to ~~reflect~~obtain reasonable assurance about whether the ~~1-for-100~~financial statements ~~reverse~~are ~~stock~~free ~~split~~of ~~effected~~material onmisstatement, ~~July~~whether 3due to error or fraud. The Company is not required to have, ~~2024~~nor ~~and~~were ~~the~~we 1-engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for~~-150~~ ~~reverse~~the ~~stock~~purpose ~~split~~of ~~effected~~expressing an opinion on ~~February~~the ~~18,~~effectiveness ~~2025.~~of ~~See~~the ~~Note~~Company’s 7internal control over financial reporting. Accordingly, ~~Capital~~we ~~Structure~~express ~~for~~no ~~details~~such opinion.

~~The accompanying~~Our ~~notes~~audit ~~are~~included anperforming ~~integral~~procedures ~~part~~to assess the risks of ~~these~~material ~~consolidated~~misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~F-3~~/s/ Marcum LLP

~~CYNGN INC.~~Marcum ~~AND SUBSIDIARIES~~LLP

~~CONSOLIDATED STATEMENTS~~We OFhave ~~STOCKHOLDERS~~served as the Company’s ~~EQUITY~~auditor from 2021 through 2025.

	Preferred Stock				Common Stock				Additional Paid in			Accumulated			Total Stockholders’
	Shares		Amount		Shares(1)		Amount(1)		Capital(1)			Deficit			Equity
Balance as of December 30, 2022		-		-		3,339	$	-	$	159,847,567		$	(135,730,039	)	$	24,117,528
Issuance of at-the-market common stock, net of issuance costs $97,362		-		-		264		-		1,013,734			-			1,013,734
Exercise of stock options and vesting of restricted stock units		-		-		13		-		7,304			-			7,304
Issuance of common stock and pre-funded warrants in connection with the private placement offering, net of offering costs $618,965		-		-		1,531		-		2			-			2
Stock dividend, net of offering costs of $16,182													(1,476,350	)		(1,476,350	)
Stock-based compensation		-				-				9,784,201			-			9,784,201
Net loss		-				-				-			(22,811,230	)		(22,811,230	)
Balance as of December 31, 2023		-	$	-		5,147	$	-	$	170,652,808		$	(160,017,619	)	$	10,635,189
Issuance of at-the-market common stock, net of issuance costs $138,572		-		-		4,275		-		6,789,427			-			6,789,427
Exercise of stock options and vesting of restricted stock units		-		-		11		-		(597	)		-			(597	)
Issuance of common stock and pre-funded warrants and exercise of pre-funded warrants in connection with the private and public offerings, net of offering costs $2,653,747						189,677		2		20, 972,722			-			20,972,724
Stock-based compensation		-				-				2,449,191			-			2,449,191
Net loss		-				-				-			(29,252,284	)		(29,252,284	)
Balance as of December 31, 2024		-	$	-		199,110	$	2	$	200,863,551		$	(189,269,903	)	$	11,593,650

San Francisco, CA
March 6, 2025 except for the effects of the restatement discussed in Note 15 to the consolidated financial statements, as to which the date is November 14, 2025

~~(1)~~PCAOB ~~All~~ID ~~information~~NUMBER has been retroactively adjusted to reflect the 1-for-100 reverse stock split effected on July 3, 2024 and the 1-for-150 reverse stock split effected on February 18, 2025. See Note 7, Capital Structure for details.688

~~The accompanying notes are an integral part of these consolidated financial statements.~~ F-2

~~F-4~~CYNGN INC. AND SUBSIDIARIES

~~CYNGN INC.~~CONSOLIDATED ~~AND~~BALANCE ~~SUBSIDIARIES~~SHEETS

CONSOLIDATED STATEMENTS OF CASH FLOWS

				December 31,
	December 31, 2025			2024 Restated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	990,023		$	23,617,733
Short-term investments		33,736,091			‒
Accounts and other receivables		1,544,213			1,222,891
Inventory		2,039,655			150,241
Prepaid expenses and other current assets		1,518,430			592,090
TOTAL CURRENT ASSETS		39,828,412			25,582,955

NON-CURRENT ASSETS
Property and equipment, net		3,268,196			2,319,402
Right-of-use asset, net		5,971,800			297,918
Intangible assets, net		466,223			1,895,074
Security Deposit		518,584			‒
TOTAL ASSETS	$	50,053,215		$	30,095,349

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	217,439		$	247,778
Deferred revenue		1,658,015			769,180
Accrued expenses and other current liabilities		2,615,734			2,105,036
Current operating lease liability		312,365			317,344
TOTAL CURRENT LIABILITIES		4,803,553			3,439,338

Non-current operating lease liability		6,495,256			‒
Warrant liability		‒			27,703,927
TOTAL LIABILITIES		11,298,809			31,143,265

Commitments and contingencies (Note 12)

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, Par $0.00001; 400,000,000 and 200,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 7,974,380 and 199,110 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		80			2
Additional paid-in capital		255,576,797			192,305,280
Accumulated deficit		(216,822,471	)		(193,353,198	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		38,754,406			(1,047,916	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	50,053,215		$	30,095,349

	Year Ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(29,252,284	)	$	(22,811,230	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		669,409			961,281
Stock-based compensation		2,449,191			3,208,103
Realized gain on short-term investments		(113,072	)		(443,392	)
Patent impairment		118,831			–
Change in fair value of warrant liability		5,359,780			–
Accretion of interest and amortization of debt issuance costs		1,177,174			–
Changes in operating assets and liabilities:
Prepaid expenses, operating lease right-of-use assets, and other current assets		(646,282	)		(1,403,049	)
Accounts payable		100,815			41,020
Accrued expenses, lease liabilities, and other current liabilities		10,642,938			969,662
Net cash used in operating activities		(9,493,500	)		(19,477,605	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,051,481	)		(1,045,822	)
Acquisition of intangible asset		(954,229	)		(718,711	)
Disposal of assets		265,940			180,898
Purchase of short-term investments		(7,562,761	)		(21,573,199	)
Proceeds from maturity of short-term investments		12,237,761			29,519,000
Net cash provided by investing activities		2,935,230			6,362,166
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from at-the-market equity financing, net of issuance costs		6,789,427			1,747,468
Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants, net of offering costs		22,369,285			4,380,975
Proceeds from the Notes, net of issuance costs		1,801,265			–
Repayment of the Notes		(4,375,000	)		–
Proceeds from exercise of stock options		–			8,528
Issuance costs for stock dividend and restricted stock units		(597	)		(16,182	)
Net cash provided by financing activities		26,584,380			6,120,789
Net increase (decrease) in cash and cash equivalents and restricted cash		20,026,110			(6,994,650	)
Cash and cash equivalents and restricted cash, beginning of year		3,591,623			10,586,273
Cash and cash equivalents and restricted cash, end of year	$	23,617,733			3,591,623
Supplemental disclosure:
Recognition of operating lease right-of-use asset and operating lease liabilities	$	2,037,052		$	1,212,760
Stock dividend	$	–		$	1,460,126

The accompanying notes are an integral part of these consolidated financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-3

~~F-5~~CYNGN INC. AND SUBSIDIARIES

~~CYNGN INC.~~CONSOLIDATED ~~AND~~STATEMENTS ~~SUBSIDIARIES~~OF OPERATIONS

Notes to Consolidated Financial Statements

	Year Ended December 31,
	2025			2024 Restated

REVENUE	$	218,976		$	368,138
COSTS AND EXPENSES
Cost of revenue		135,749			535,708
Research and development		12,468,687			11,259,641
General and administrative		13,302,781			11,400,864
TOTAL COSTS AND EXPENSES		25,907,217			23,196,213
LOSS FROM OPERATIONS		(25,688,241	)		(22,828,075	)

OTHER INCOME (EXPENSE), NET
Interest income (expense), net		197,429			(1,117,546	)
Warrant liability issuance costs		‒			(1,739,148	)
Change in fair value of warrant liability		1,136,677			(5,359,780	)
Loss on issuance of warrants		‒			(2,344,147	)
Other income (expense), net		884,862			53,117
TOTAL OTHER INCOME (EXPENSE), NET		2,218,968			(10,507,504	)

NET LOSS	$	(23,469,273	)	$	(33,335,579	)

Net loss per share attributable to common stockholders, basic and diluted	$	(5.17	)	$	(2,521.41	)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		4,540,481			13,221

1.The ~~Description~~ accompanying notes are an integral part of these ~~Business~~consolidated financial statements.

Cyngn Inc., together with its subsidiaries (collectively, “Cyngn” or the “Company”), was incorporated in Delaware in 2013. The wholly owned subsidiaries are Cyngn Singapore PTE. LTD., a Singaporean limited company organized in 2015 and Cyngn Philippines, Inc., a Philippine corporation incorporated in 2018 and dissolved as of December 31, 2023. The Company is headquartered in Menlo Park, CA.F-4

~~Cyngn develops and~~CYNGN ~~deploys scalable, differentiated autonomous vehicle technology for industrial organizations~~INC. ~~Our~~ ~~full-stack autonomous driving~~AND software, (“DriveMod”), can be integrated onto vehicles manufactured by Original Equipment Manufacturers (“OEM”) either via retrofit of existing vehicles or by integration directly into vehicle assembly. The Enterprise Autonomy Suite (“EAS”) is designed to be compatible with sensors and components from leading hardware technology providers and integrate our proprietary Autonomous Vehicle (“AV”) software to produce differentiated autonomous vehicles.SUBSIDIARIES

~~The Company~~CONSOLIDATED ~~has~~STATEMENTS ~~been~~OF ~~operating autonomous vehicles in production environments and in 2023 began licensing EAS commercially. Built and tested~~STOCKHOLDERS’ inEQUITY ~~difficult and diverse real-world environments, DriveMod, the fleet management system and our proprietary Software Development Kit~~ (~~“DriveMod Kit”~~DEFICIT) ~~combine to create a full-stack advanced autonomy solution designed to be modular, extendable, and safe. The Company operates in one business segment.~~

Liquidity and Going Concern

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balance as of December 31, 2023		–		–		5,147	$	–	$	170,652,808		$	(160,017,619	)	$	10,635,189
Issuance of at-the-market common stock, net of issuance costs $138,572		–		–		4,275		–		6,789,427			–			6,789,427
Exercise of stock options and vesting of restricted stock units		–		–		11		–		(597	)		–			(597	)
Issuance of common stock and pre-funded warrants and exercise of pre-funded warrants in connection with the private and public offerings, net of offering costs $1,864,594		–		–		189,677		2		12,414,451			–			12,414,453
Stock-based compensation		–		–		–		–		2,449,191			–			2,449,191
Net loss		–		–		–		–		–			(33,335,579	)		(33,335,579	)
Balance as of December 31, 2024		–		–		199,110	$	2	$	192,305,280		$	(193,353,198	)	$	(1,047,916	)
Issuance of at-the-market common stock, net of issuance costs		–		–		935,114		10		5,472,691			–			5,472,701
Exercise of stock options and vesting of restricted stock units		–		–		15		–		–			–			–
Reclassification of Series A warrants to equity in connection with the public offering		–		–		–		–		7,634,428			–			7,634,428
Exercise of Series B warrants in connection with the public offering, net of issuance costs		–		–		1,552,796		16		18,931,781			–			18,931,797
Issuance of common stock in connection with the public offering		–		–		5,287,345		52		29,611,625			–			29,611,677
Stock-based compensation		–		–		–		–		1,620,992			–			1,620,992
Net loss		–		–		–		–		–			(23,469,273	)		(23,469,273	)
Balance as of December 31, 2025		–	$	–		7,974,380	$	80	$	255,576,797		$	(216,822,471	)	$	38,754,406

The ~~Company~~accompanying ~~has~~notes ~~incurred~~are ~~losses~~an ~~from~~integral ~~operations since~~part ~~inception. The Company incurred net losses~~ of ~~approximately $29.3 million and $22.8 million for the years ended December 31, 2024~~ ~~and~~these ~~2023,~~consolidated ~~respectively.~~financial ~~Accumulated deficit amounted to approximately $189~~statements.3 million and $160.0 million as of December 31, 2024 and December 31, 2023, respectively. Net cash used in operating activities was approximately $9.5 million and $19.5 million for the year ended December 31, 2024 and 2023, respectively.

The Company’s liquidity is based on its ability to increase its operating cash flow position, obtain capital financing from equity interest investors and borrow money to fund its general operations, research and development activities, and capital expenditures. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs and expenses and obtaining funds from outside sources to generate positive financing cash flows. As of December 31, 2024, the Company’s unrestricted cash balance was $23.6 million. As of December 31, 2023, the Company’s cash balance was approximately $3.6 million, and the shortF-~~term investments balance was $4.6 million.~~5

~~Based on~~CYNGN cash flow projections from operating, investing and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company may have insufficient funds for sustainable operations, and it may not be able to meet its payment obligations from operations and related commitments, if the Company is not able to generate revenue or complete the required funding transactions to allow the Company to continue as a going concernINC. ~~Based~~AND on these factors, the Company has substantial doubt that it will continue as a going concern for the 12 months following the date these financial statements were issued. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.SUBSIDIARIES

~~The Company’s~~CONSOLIDATED ~~plan~~STATEMENTS toOF ~~alleviate~~CASH the going concern issue is to increase revenue while controlling operating costs and expenses and obtaining funds from outside sources of financing to generate positive financing cash flows. While management is optimistic about its ability to raise substantial funds to continue as a going concern for one year following the financial statement issuance date, there can be no assurance that any such measures will be successful. We currently do not generate substantial revenue from product sales. Accordingly, we expect to rely primarily on equity and/or debt financings to fund our continued operations. The Company’s ability to raise additional funds will depend, in part, on the success of our product development activities, and other events or conditions that may affect the share value or prospects, as well as factors related to financial, economic and market conditions, many of which are beyond our control. There can be no assurances that sufficient funds will be available to us when required or on acceptable terms, if at all. Accordingly, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.FLOWS

F-6

	Year Ended December 31,
	2025			2024 Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,469,273	)	$	(33,335,579	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,189,794			669,409
Stock-based compensation		1,620,992			2,449,191
Realized gain on short-term investments		(85,117	)		‒
Accretion on short-term investments		(776,163	)		(113,072	)
Loss on disposed assets		16,607			‒
Patent impairment		‒			118,831
Change in fair value of warrant liability		(1,136,677	)		5,359,780
Change in estimate of capitalized software		1,425,689			‒
Warrant liability issuance costs		‒			1,739,148
Loss on issuance of warrants		‒			2,344,147
Accretion of interest and amortization of debt issuance costs		‒			1,177,174
Changes in operating assets and liabilities:
Accounts and other receivables		(321,322	)		(452,006	)
Inventory		(1,889,414	)		(150,241	)
Prepaid expenses, operating lease right-of-use assets, and other current assets		(1,421,910	)		(44,035	)
Accounts payable		(30,339	)		50,815
Deferred revenue		888,834			(667,680	)
Accrued expenses, lease liabilities, and other current liabilities		411,643			1,658,037
NET CASH USED IN OPERATING ACTIVITIES		(23,576,656	)		(19,196,081	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,230,536	)		(1,051,481	)
Acquisition of intangible asset		(29,061	)		(954,229	)
Disposal of assets		‒			265,940
Purchase of short-term investments		(87,387,311	)		(7,562,761	)
Proceeds from maturity of short-term investments		54,512,501			12,237,761
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(34,134,407	)		2,935,230

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from at-the-market equity financing, net of issuance costs		5,472,701			6,789,427
Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants, net of issuance costs		29,611,677			13,811,014
Issuance costs from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants		(1,025	)		‒
Proceeds from issuance of warrants		‒			18,260,852
Proceeds from the Notes, net of issuance costs		‒			1,801,265
Repayment of the Notes		‒			(4,375,000	)
Issuance costs for stock dividend and restricted stock units		‒			(597	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		35,083,353			36,286,961

Net increase (decrease) in cash and cash equivalents		(22,627,710	)		20,026,110
Cash and cash equivalents, beginning of year		23,617,733			3,591,623
Cash and cash equivalents, end of year	$	990,023		$	23,617,733

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
Cash paid during the period for interest and taxes	$	‒		$	‒

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Acquisition of right-of-use asset in exchange for new operating lease obligation		6,589,332			‒
Acquisition of property and equipment included in accounts payable and accrued expenses		1,875			‒

2.The ~~Summary~~ accompanying notes are an integral part of these ~~Significant~~consolidated ~~Accounting~~financial ~~Policies~~statements.

~~Basis of Presentation~~F-6

~~The accompanying~~CYNGN consolidated financial statements as of and for the years ended December 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”)INC. ~~The~~AND consolidated financial statements include all normal adjustments necessary for a fair presentation of the Company’s financial position at December 31, 2024 and 2023, and operating results and cash flows for the periods presented.SUBSIDIARIES

~~Principles of~~Notes ~~Consolidation~~to Consolidated Financial Statements

~~The consolidated~~1. ~~financial~~Description ~~statements include the accounts~~ of Cyngn Inc. and its wholly owned subsidiaries, including the dissolved subsidiary Cyngn Philippines, Inc. The Company investigated economic viability in the Philippines and determined it cost more to operate the subsidiary than any profit it could generate. Consequently, the subsidiary was shut-down, which had minimal impact on our consolidated financial statements. Intercompany accounts and transactions have been eliminated upon consolidation.Business

~~Foreign~~Cyngn Inc., together with its subsidiary (collectively, ~~Currency~~“Cyngn” ~~Translation~~or the “Company”), was incorporated in Delaware in 2013. Our wholly owned subsidiary, Cyngn Singapore PTE. LTD., is a Singaporean limited company organized in 2015. The Company is headquartered in Mountain View, CA.

~~The functional~~Cyngn develops and ~~reporting~~deploys ~~currency~~scalable, ~~for~~differentiated autonomous ~~Cyngn~~vehicle istechnology ~~the~~for ~~U.S.~~industrial ~~dollar~~organizations. ~~Monetary~~Our ~~assets~~full-stack ~~and~~autonomous ~~liabilities~~driving ~~denominated~~software, in(“DriveMod”), ~~currencies~~can be ~~other~~integrated ~~than U.S.~~onto ~~dollar~~vehicles ~~are~~manufactured ~~translated~~by ~~into~~Original ~~the~~Equipment ~~U.S.~~Manufacturers ~~dollar~~(“OEM”) atby ~~period~~integration ~~end~~directly ~~rates,~~into ~~income~~vehicle assembly. ~~and~~The ~~expenses~~Enterprise ~~are~~Autonomy ~~translated~~Suite at(“EAS”) ~~the~~is ~~weighted~~designed ~~average~~to ~~exchange rates~~be ~~for~~compatible ~~the~~with ~~period~~sensors and ~~equity~~components isfrom ~~translated~~leading athardware technology ~~the~~providers ~~historical~~and ~~exchange~~integrate ~~rates.~~our ~~Foreign~~proprietary ~~currency~~Autonomous ~~translation~~Vehicle ~~adjustments~~(“AV”) ~~and~~software ~~transactional gains and losses are immaterial~~ to ~~the~~produce ~~consolidated~~differentiated ~~financial statements~~autonomous vehicles.

~~Use~~The Company has been operating autonomous vehicles ofin ~~Estimates~~production environments and in 2023 began licensing EAS commercially. Built and tested in difficult and diverse real-world environments, DriveMod, the fleet management system and our proprietary Software Development Kit (“DriveMod Kit”) combine to create a full-stack advanced autonomy solution designed to be modular, extendable, and safe. The Company operates in one business segment.

~~The preparation~~On ofJune ~~consolidated~~25, ~~financial~~2024, ~~statements~~the inCompany’s ~~conformity~~stockholders voted ~~with~~to ~~GAAP~~authorize ~~requires~~the ~~management~~Company’s toBoard ~~make~~of ~~certain~~Directors ~~estimates~~to ~~and~~effect ~~assumptions. These~~a ~~estimates~~reverse ~~and~~stock ~~assumptions~~split ~~affect~~of the ~~reported~~outstanding ~~amounts~~shares of ~~assets~~common ~~and~~stock ~~liabilities~~within a ~~and~~range ~~disclosure~~ of ~~contingent~~1-for-5 ~~assets~~to ~~and~~1-for-100. ~~liabilities as~~On ofJune 25, 2024, the ~~balance~~Company’s ~~sheet~~Board ~~date,~~of asDirectors ~~well~~determined asto ~~reported~~effect ~~amounts~~the reverse stock split of ~~revenue~~the ~~and~~common ~~expenses~~stock ~~during~~at a 1-for-100 ratio, which reverse split became effective in the ~~reporting~~market ~~period~~on July 5, 2024. ~~The~~On January 30, 2025, the Company’s ~~significant estimates~~stockholders ~~and~~voted ~~judgments~~to ~~include~~authorize ~~but~~the ~~are~~Company’s ~~not~~Board ~~limited~~of Directors to ~~internal-use~~effect ~~software~~a ~~and~~reverse ~~developed~~stock ~~software~~split toof bethe ~~sold,~~outstanding shares ~~leased~~of orcommon ~~marketed,~~stock ~~warrants and~~within ~~share-based~~a ~~compensation.~~range ~~Management~~of ~~bases~~1-for-5 ~~its~~to ~~estimates~~1-for-150. onOn ~~historical~~January ~~experience~~30, ~~and~~2025, onthe ~~various~~Company’s ~~other~~Board ~~assumptions~~of ~~believed~~Directors determined to ~~be reasonable,~~effect the ~~results~~reverse ofstock ~~which~~split ~~form~~of the ~~basis~~common ~~for~~stock ~~making~~at ~~judgments~~a ~~about~~1-for-150 ~~the~~ratio, ~~carrying~~which ~~values~~reverse ofsplit ~~assets~~became ~~and~~effective ~~liabilities.~~in ~~Actual~~the ~~results could~~market ~~differ~~on ~~from~~February 18, ~~those estimates~~2025.

~~Concentration~~All share and per share amounts and exercise prices of ~~Credit~~stock ~~Risk~~options and warrants in the accompanying consolidated financial statements and notes to the consolidated financial statements have been retroactively adjusted to reflect the reverse stock splits for all periods presented.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, which is placed with high-credit-quality financial institutions and at times exceeds federally insured limits.Liquidity

~~Cash maintained~~The ~~with~~Company ~~domestic~~has ~~financial~~incurred ~~institutions~~losses ~~generally~~from ~~exceed~~operations since ~~the~~inception. ~~Federal~~The ~~Deposit~~Company ~~Insurance~~incurred ~~Corporation~~net ~~insurable~~losses ~~limit~~of approximately $23.5 Tomillion ~~date~~and $33.3 million for the years ended December 31, 2025 ~~the~~and ~~Company~~2024, ~~has~~respectively. ~~not~~Accumulated ~~experienced~~deficit ~~any~~amounted ~~losses~~to onapproximately ~~its~~$216.8 ~~deposits~~million and $193.4 million as of ~~cash~~December 31, 2025 and December 31, 2024, respectively. ~~Cyngn~~Net ~~invests~~cash used in ~~U.S.~~operating ~~Treasury~~activities ~~securities~~was approximately $23.6 million and ~~carries~~$19.2 ~~these~~million atfor ~~amortized cost~~the ~~and~~year ~~recognizes~~ended ~~gains~~December 31, 2025 and ~~losses~~2024, ~~when realized~~respectively.

~~Concentration~~The Company’s liquidity is based on its ability to increase its operating cash flow position, obtain capital financing from equity interest investors and borrow money to fund its general operations, research and development activities, and capital expenditures. As of ~~Supplier~~December ~~Risk~~31, 2025, the Company’s unrestricted cash and cash equivalents balance was approximately $1.0 million and short-term investments of approximately $33.7 million. As of December 31, 2024, the Company’s cash and cash equivalents balance was approximately $23.6 million and no short-terms investments.

~~The~~Based on cash flow projections from operating, investing and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company ~~generally~~has ~~utilizes~~sufficient ~~suppliers~~funds for ~~outside~~sustainable ~~development~~operations, and ~~engineering~~it ~~support.~~will ~~The~~be ~~Company~~able ~~does~~to ~~not~~meet ~~believe~~its ~~that~~payment ~~there~~obligations isfrom ~~any~~operations and related ~~significant~~commitments ~~supplier~~for ~~concentration~~the ~~risk~~12 asmonths offollowing ~~December~~the ~~31,~~date ~~2024~~these ~~and~~consolidated ~~December~~financial ~~31,~~statements ~~2023~~were issued.

F-7

~~Cash, Restricted~~2. ~~Cash~~Summary ~~and~~of ~~Short-term~~Significant ~~Investments~~Accounting Policies

~~The Company~~Basis ~~considers its bank accounts and all highly liquid investments that are both readily convertible to cash with minimal risk~~ of ~~changes~~ ~~in value due to changes in interest rates, to be cash. As of December 31, 2024 and December 31, 2023, the Company had approximately $23.6 million and $3.6 million of cash, respectively.~~Presentation

The ~~Company~~ ~~considers~~accompanying ~~short-term~~consolidated ~~investments~~financial tostatements as ~~include~~of ~~marketable~~and ~~U.S.~~for ~~government~~the ~~securities~~years ~~that~~ended itDecember ~~intends~~31, to2025 ~~hold until maturity~~ and ~~redeem~~ ~~within~~2024 ~~one~~have ~~year.~~been ~~The~~prepared ~~Company~~in ~~treated~~accordance ~~its~~with ~~U.S.~~accounting ~~government~~principles ~~treasury~~generally ~~bill~~accepted in ~~placements~~the asUnited ~~held-to-maturity~~States ~~securities~~(“GAAP”) inand ~~accordance with~~pursuant ~~the~~to ~~Financial~~applicable ~~Accounting~~rules ~~Standards~~and ~~Board’s~~regulations ~~(“FASB”)~~of ~~Accounting~~the ~~Standards~~Securities ~~Codification~~and ~~Topic~~Exchange Commission (“~~ASC~~SEC”). ~~320,~~The ~~Investments~~consolidated –financial ~~Debt~~statements ~~and~~include ~~Equity~~all ~~Securities,~~normal ~~and~~adjustments ~~recorded~~necessary ~~these~~for ~~securities~~a atfair ~~amortized~~presentation ~~cost~~of on the ~~accompanying~~Company’s ~~consolidated~~financial ~~balance~~position ~~sheets~~at ~~as of~~ December 31, 2025 and 2024, and ~~December~~operating ~~31,~~results ~~2023~~and cash flows for the periods presented.

~~Accounts Receivable~~Principles of Consolidation

~~Accounts receivables are recorded at the invoiced amount and do not bear interest.~~ The ~~Company~~consolidated ~~provides~~financial ~~for~~statements ~~probable uncollectible amounts based upon its assessment of~~ include the ~~current~~accounts ~~status~~ of ~~the~~Cyngn ~~individual~~Inc. ~~receivables~~ and ~~after~~its ~~using~~wholly ~~reasonable~~owned ~~collection efforts~~subsidiary. ~~The~~Intercompany ~~allowance~~accounts ~~for credit losses was zero as of December 31, 2024~~ and ~~December~~transactions ~~31,~~have ~~2023.~~been Ineliminated ~~addition,~~upon ~~the Company utilizes current and historical collection data as well as assesses current economic conditions in order to determine expected trade credit losses on a prospective basis~~consolidation. ~~No credit losses were recorded as of December 31, 2024 and December 31, 2023.~~

~~Fair Value~~Foreign ~~Measurements~~Currency Translation

The ~~accounting~~ ~~guidance~~functional ~~under~~and ~~ASC~~reporting ~~Topic~~currency ~~820, Fair Value Measurement, defines fair value, establishes a consistent framework~~ for ~~measuring~~Cyngn ~~fair~~is ~~value,~~the ~~and~~U.S. ~~expands~~dollar. ~~disclosure~~Monetary ~~for~~assets ~~each~~and ~~major~~liabilities ~~asset~~denominated ~~and~~in ~~liability~~currencies ~~category~~other ~~measured~~than atU.S. ~~fair~~dollar ~~value~~are ontranslated ~~either~~into athe ~~recurring~~U.S. ~~or nonrecurring~~dollar ~~basis.~~at ~~Fair~~period ~~value~~end isrates, ~~defined~~income asand anexpenses ~~exit~~are ~~price~~translated ~~representing~~at the ~~amount~~weighted ~~that~~average ~~would~~exchange berates ~~received~~for tothe ~~sell~~period anand ~~asset~~equity oris ~~paid to transfer a liability~~translated ~~(an~~at ~~exit~~the ~~price)~~historical inexchange anrates. ~~orderly~~Foreign ~~transaction~~currency ~~between~~translation ~~market~~adjustments ~~participants.~~and Astransactional ~~such,~~gains ~~fair~~and ~~value~~losses isare ~~considered~~immaterial ato ~~market-based~~the ~~measurement that~~consolidated ~~should~~financial ~~be determined based on assumptions that market participants would use in pricing an asset or liability~~statements.

~~The Company~~Use ~~uses~~of ~~the following fair value hierarchy prescribed by U.S. GAAP, which prioritizes the inputs used to measure fair value as follows:~~Estimates

~~Level 1—Unadjusted~~The ~~quoted~~preparation ~~prices~~of consolidated financial statements in ~~active~~conformity ~~markets~~with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments include but are not limited to internal-use software, warrants and share-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for ~~identical~~making judgments about the carrying values of assets orand liabilities. Actual results could differ from those estimates.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.Reclassifications

~~Level~~Certain prior period balances for the consolidated ~~3—Unobservable~~financial ~~inputs~~statement ~~that~~for ~~are~~December ~~supported~~31, by2024 ~~little~~have orbeen noreclassified ~~market~~to ~~activity~~conform with the current year presentation. These reclassifications relate to inventory and accounts and other receivables that ~~are~~were ~~significant~~previously topresented ~~the~~as ~~fair~~prepaid ~~value~~expenses ofand ~~the~~other current assets, as well as deferred revenue that was previously presented as accrued expenses and other current liabilities. These reclassifications had no impact on previously reported net loss, total assets, or ~~liabilities~~total shareholders’ equity.

~~Assets and~~Concentration ~~liabilities are considered to be fair valued on a recurring basis if fair value is measured regularly. However, if the fair value measurement~~ of anCredit instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets, assets and liabilities are considered to be fair valued on a nonrecurring basis. This typically occurs when accounting guidance requires assets and liabilities to be recorded at the lower of cost or fair value, or on certain nonfinancial assets and liabilities. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, intangible assets, and share-based compensation measured at fair value upon initial recognition.Risk

~~The carrying~~Financial ~~amounts~~instruments ofthat potentially subject the Company’s ~~cash~~to ~~and~~concentrations ~~accounts~~of ~~receivable~~credit ~~are~~risk ~~reasonable~~consist ~~estimates~~ of ~~their~~cash, ~~fair~~which ~~values~~is ~~due~~placed towith ~~their short~~high-~~term nature. The fair values of the Company’s share~~credit-~~based~~quality ~~compensation~~financial institutions and ~~underwriter~~at ~~warrants were based on observable inputs and~~times ~~assumptions~~exceeds ~~used~~federally ininsured ~~Black-Scholes valuation models derived from independent external valuations~~limits.

~~F-8~~Cash maintained with domestic financial institutions generally exceed the Federal Deposit Insurance Corporation insurable limit. To date, the Company has not experienced any losses on its deposits of cash. Cyngn invests in U.S. Treasury securities and carries these at amortized cost and recognizes gains and losses when realized.

~~Property and~~Concentration ~~Equipment~~of Supplier Risk

~~Property and~~The ~~equipment~~Company isgenerally ~~stated~~utilizes atsuppliers ~~cost,~~for ~~less accumulated depreciation and amortization. Testing equipment includes production costs and costs~~outside ~~of materials used in the~~ development ofand ~~the~~engineering ~~Company’s autonomous driving software~~support. ~~Assets~~The ~~are~~Company ~~held~~does asnot ~~testing~~believe ~~equipment~~that ~~until~~there ~~placed into~~is ~~service,~~any atsignificant ~~which~~supplier ~~date~~concentration ~~depreciation~~risk ~~commences~~as ~~over the estimated useful lives~~ of ~~the respective assets. Depreciation is recorded~~December on31, a2025 ~~straight-line basis over each asset’s estimated useful life. Repair~~ and ~~maintenance~~December ~~costs~~31, ~~are expensed as incurred~~2024.

Property and Equipment		Useful life
Automobiles (DMV-registered)		5 years
Machinery, tools and equipment		5 years
Computer and equipment		5 years
Internal-use software		3 to 5 years
Furniture and fixtures		7 years
Leasehold improvements		Shorter of 3 years or lease term

Cash and Short-term Investments

~~Operating~~The Company considers its bank accounts and all highly liquid investments ~~Lease~~that are both readily convertible to cash with minimal risk of changes in value due to changes in interest rates, to be cash. As of December 31, 2025 and December 31, 2024, the Company had approximately $1.0 million of cash and $33.7 million in short-term investments and $23.6 million of cash and no short-term investments, respectively.

The Company ~~accounts~~considers ~~for~~short-term ~~leases~~investments ~~in accordance with ASC Topic 842 (“ASC 842”), Leases. All contracts are evaluated~~ to ~~determine whether~~include ~~or not they represent a lease~~marketable U.S. Agovernment ~~lease~~securities ~~conveys~~that ~~the~~it ~~right~~intends to ~~control~~hold ~~the~~until ~~use~~maturity ofand anredeem ~~identified~~within ~~asset~~one ~~for~~year. aThe ~~period~~Company oftreated ~~time~~its inU.S. ~~exchange~~government ~~for~~treasury ~~consideration.~~bill ~~Leases~~placements ~~are classified~~ as ~~finance~~held-to-maturity orsecurities ~~operating~~ in accordance with the ~~guidance~~Financial inAccounting ~~ASC~~Standards ~~842.~~Board’s ~~The Company does not hold~~(“FASB”) ~~any~~Accounting ~~finance~~Standards ~~leases.~~Codification ~~The~~Topic ~~Company~~(“ASC”) ~~recognized~~320, aInvestments ~~right~~-~~of-use~~ ~~asset~~Debt and ~~lease~~Equity ~~liability~~Securities, inand ~~the~~recorded ~~consolidated~~these ~~balance sheets under ASC 842~~securities onat ~~the~~amortized ~~office~~cost ~~space lease that was amended and renewed until May 2025. Lease expense will be recognized~~ on ~~a straight-line basis over~~ the ~~remaining~~accompanying ~~term~~consolidated ~~of the lease. Operating leases are recognized on the~~ balance ~~sheet~~sheets as ~~right-~~of~~-use~~ ~~assets~~December 31, 2025 and ~~operating~~December ~~lease~~31, ~~liabilities~~2024.

~~Costs to Develop Software~~F-8

~~The Company~~Accounts ~~incurs~~and ~~costs~~Other ~~related~~Receivable ~~to internally developed software. Based on the nature of the software, the Company capitalizes software costs under the following guidance.~~

~~Internal-Use~~Accounts receivables are recorded at the invoiced ~~Software~~amount ~~costs~~and do not bear interest. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for credit losses was zero as of December 31, 2025 and December 31, 2024. In addition, the Company utilizes current and historical collection data as well as assesses current economic conditions in order to determine expected trade credit losses on a prospective basis. No credit losses were recorded as of December 31, 2025 and December 31, 2024. Other receivables primarily consist of Employee Retention Credit (“ERC”) claims related to 2020 and 2021.

~~The Company~~Fair ~~determined~~Value when to capitalize its internal-use software after planning and design efforts are successfully completed. Management has implicitly authorized funding and the software is expected to be completed and used as intended. The Company determines the amount of internal software costs to be capitalized based on the amount of time spent by the developers on projects in the application stage of development. There is judgment involved in estimating time allocated to a particular project in the application stage. Costs associated with building or significantly enhancing the internally built software platform for internal use is capitalized, while costs associated with planning new developments and maintaining the internally built software platforms are expensed as incurred. Capitalized costs include certain payroll and stock compensation costs, as well as subscription server and consulting costs.Measurements

~~Internal-use software~~The isaccounting ~~classified~~guidance asunder ~~property~~ASC ~~and~~Topic ~~equipment~~820, ~~and~~Fair Value isMeasurement, ~~amortized~~defines onfair avalue, ~~straight-line~~establishes ~~basis~~a ~~over~~consistent ~~their~~framework ~~estimated~~for ~~useful~~measuring ~~life~~fair ofvalue, ~~three to~~and ~~five~~expands ~~years.~~disclosure ~~There~~for iseach ~~judgment~~major asset ~~involved~~and inliability ~~the~~category ~~determination~~measured ofat ~~the~~fair ~~useful~~value ~~life.~~on ~~Amortization~~either ofa ~~the~~recurring ~~software~~or ~~asset~~nonrecurring ~~will~~basis. ~~begin~~Fair ~~when the~~value ~~software~~ is ~~substantially~~defined ~~complete~~as ~~and~~an ~~ready~~exit ~~for~~price representing ~~its intended use. No amortization has begun for~~ the ~~internal~~amount ~~use~~that ~~software,~~would asbe ~~the projects~~received ~~are~~to ~~still~~sell inan ~~the~~asset ~~application~~or ~~development~~paid ~~phase.~~to ~~Management~~transfer ~~evaluates~~a ~~the~~liability ~~useful~~(an ~~lives~~exit ofprice) ~~these~~in ~~assets~~an onorderly atransaction between ~~quarterly~~market ~~basis~~participants. ~~and tests~~As ~~for~~such, ~~impairment~~fair ~~whenever~~value ~~events~~is orconsidered ~~changes~~a inmarket-based ~~circumstances~~measurement ~~occur~~ that ~~could~~should ~~impact~~be ~~the~~determined ~~recoverability~~based ofon ~~these assets. No impairment~~assumptions ~~charges~~that ~~were~~market ~~associated~~participants ~~with~~would ~~the Company’s internal-~~use ~~software~~in ~~for~~pricing ~~the~~an ~~year~~asset ~~ended December 31, 2024~~ or ~~December 31, 2023~~liability.

~~Costs to~~The ~~Develop~~Company ~~Software~~uses tothe befollowing ~~Sold~~fair value hierarchy prescribed by U.S. GAAP, ~~Leased~~which orprioritizes ~~Otherwise~~the ~~Marketed~~inputs used to measure fair value as follows:

~~The Company~~Level ~~accounts~~1-Unadjusted ~~for~~quoted ~~research~~prices ~~costs of computer software to be sold, leased or otherwise marketed as expense until technological~~in ~~feasibility~~active ~~has~~markets ~~been established~~ for ~~the~~identical ~~product.~~assets Once technological feasibility is established, certain payroll and stock compensation, occupancy, and professional service costs that are incurred to develop functionality for the Company’s software and internally built software platforms, as well as certain upgrades and enhancements that are expected to result in enhanced functionality are capitalized. Judgment is required in determining when technological feasibility of a product is established. Management has determined that technological feasibility is established when a working model is complete. After technological feasibility is established, judgement is required to determine the amount of payroll and stock-based compensation costs to be capitalized on the remaining development efforts. These costs will continue to be capitalized until such time as when the product or ~~enhancement is available for general release to customers~~liabilities.

FLevel 2-9Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Computer~~Level ~~software~~3-Unobservable toinputs bethat ~~sold, leased or otherwise marketed is classified as an intangible asset. Capitalized software development costs~~ are supported ~~amortized~~by ~~using~~little ~~the~~or ~~greater~~no ofmarket ~~(a)~~activity ~~the amount computed using the ratio that current gross revenue for a product bear to total of current~~ and ~~anticipated future gross revenue for~~ that ~~product~~are orsignificant ~~(b) the straight-line method, beginning upon commercial release of the product, and continuing over the remaining estimated economic life of the product, not~~ to ~~exceed three years to five years and recorded as cost of revenue. Amortization will begin when~~ the ~~product~~fair orvalue enhancement is available for general release to customers. No amortization has begun for externally sold software, as the software enhancement is still in development. Management evaluates the useful lives of ~~these assets on a quarterly basis and tests for impairment whenever events or changes in circumstances occur that could impact~~ the ~~recoverability of these~~ assets. ~~No impairment charges were associated with the Company’s sold, leased~~ or ~~otherwise marketed software for the years ended December 31, 2024 and December 31, 2023~~liabilities.

~~Long-Lived~~ Assets and ~~Finite~~liabilities ~~Lived~~are ~~Intangibles~~considered to be fair valued on a recurring basis if fair value is measured regularly. However, if the fair value measurement of an instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets, assets and liabilities are considered to be fair valued on a nonrecurring basis. This typically occurs when accounting guidance requires assets and liabilities to be recorded at the lower of cost or fair value, or on certain nonfinancial assets and liabilities. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include certain long-lived assets, intangible assets, and share-based compensation measured at fair value upon initial recognition.

The carrying amounts of the Company’s ~~has~~cash and ~~finite-lived~~accounts ~~intangible~~receivable ~~assets~~are ~~consisting~~reasonable estimates of ~~patents~~their ~~and~~fair ~~trademarks.~~values ~~These~~due ~~assets~~to ~~are~~their ~~amortized~~short-term onnature. aThe ~~straight-line~~fair ~~basis~~values of the Company’s ~~over~~share-based ~~their~~compensation ~~estimated~~and ~~remaining~~underwriter ~~economic~~warrants ~~lives.~~were ~~The~~based ~~patents~~on observable inputs and ~~trademarks~~assumptions ~~are~~used ~~amortized~~in ~~over~~Black-Scholes 15valuation ~~years~~models derived from independent external valuations.

On April 1, 2023, the Company entered into an agreement for exclusive rights to certain hardware and software products and the rights to subsequently sell the software products and accompanying services. The Company paid a purchase price of $100,000 for these rights. The Company evaluated if substantially all of the assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets to determine if the transaction should be accounted for as an asset acquisition. Since the only substantive assets acquired pertained to rights to intellectual property, the entire purchase price was allocated to intellectual property and accounted for as intangible assets with a useful life of 15 years. In accordance with ASC 805-50, “Business Combination”, the agreement was treated as an asset acquisition rather than a business combination.Inventory

~~The Company~~Inventory ~~reviews~~consists ~~its~~of ~~long-lived~~autonomous ~~assets~~vehicle ~~and~~units, ~~finite-lived~~including ~~intangibles~~tuggers ~~for~~equipped ~~impairment~~with ~~whenever~~DriveMod ~~events~~Kits or(“DMKs”), ~~changes~~which inare ~~circumstances indicate~~integrated ~~that~~with the ~~carrying~~Company’s ~~value~~proprietary ~~may~~Enterprise ~~not~~Autonomy beSuite ~~recoverable.~~(“EAS”) ~~The~~software ~~events~~ and ~~circumstances~~sold ~~the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes~~ to ~~the~~customers ~~extent~~as ~~and~~part ~~manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation~~ of ~~costs that exceed the estimated cost to acquire or develop~~ a ~~similar~~fully ~~asset,~~integrated ~~and~~autonomous ~~continuing~~vehicle ~~losses that exceed forecasted costs~~solution. ~~The~~Substantially ~~Company~~all ~~assesses~~assembly ~~the~~and ~~recoverability~~integration ofactivities ~~these~~are ~~assets~~performed by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected longthird-~~term~~party ~~undiscounted~~suppliers ~~cash~~prior ~~flows that the long-lived asset is expected~~ to ~~generate~~receipt; is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. For the year ended December 31therefore, ~~2023~~ the Company ~~determined the~~classifies ~~existence~~its ofinventory anas ~~impairment~~finished ~~associated~~goods ~~with~~and ~~the~~does ~~Company’s~~not ~~intangible~~maintain ~~asset~~separate ~~“Right~~classifications tofor ~~intellectual~~raw ~~property”~~materials ~~and~~or ~~accordingly~~work ~~recorded~~in ~~an impairment charge of $30,000~~process. ~~(See Note 7. Intangible Assets).~~

~~The Company~~Inventory ~~also~~is ~~identified~~stated ~~that~~at the ~~long-lived~~lower ~~asset~~of ~~“Patents”,~~cost ~~which~~or ~~have~~net realizable ~~international and U~~value.S. ~~based~~Cost ~~patents,~~is asdetermined using the ~~asset group.~~specific ~~The~~identification ~~Company~~method, ~~evaluated~~as ~~its~~each ~~patents~~autonomous ~~and~~vehicle ~~identified~~is ~~expired~~individually ~~international~~serialized ~~patent applications (“expired assets”) for~~and ~~the year ended December 31~~tracked, ~~2024.~~and ~~The~~the Company ~~determined~~is ~~there~~able ~~were~~to noidentify ~~further~~the ~~plans~~specific tocost ~~put~~associated ~~resources~~with ~~toward~~each ~~these international patent applications~~unit. The ~~group~~specific cost of ~~expired~~each ~~patents~~vehicle ~~carrying~~is ~~value was set~~ transferred to ~~its~~deferred ~~salvage~~costs ~~value~~upon ~~which is zero given no future cash flows~~deployment.

For the year ended December 31, 2024, the Company recorded an $118,831 impairment charge under gain (loss) on disposal assets, which is included in other income (expense) on its consolidated statement of operations, to adjust the expiring assets salvage value of zero. There were no impairment charges for the year ended December 31, 2023.F-9

F The Company periodically reviews inventory for excess quantities, obsolescence, or other indicators that the carrying value may not be recoverable. If the carrying value of inventory exceeds its net realizable value, the Company records a write-10down to net realizable value, with the adjustment recognized in cost of goods sold.

~~Income Taxes~~Property and Equipment

~~The~~Property and equipment is stated at cost less ~~Company~~accumulated ~~accounts~~depreciation. ~~for~~Construction ~~income~~work ~~taxes~~in ~~using~~progress ~~the~~includes ~~asset~~production costs and ~~liability~~costs ~~method,~~of ~~under~~materials ~~which~~used ~~deferred~~in ~~tax~~the ~~assets~~development ~~and~~of ~~liabilities~~the Company’s autonomous driving software. Assets are ~~recognized for~~held ~~the~~as ~~expected~~construction ~~future~~work ~~tax~~in ~~consequences~~progress ~~attributable~~until toplaced ~~differences~~into ~~between~~service, ~~the~~at ~~financial~~which ~~statement~~date depreciation ~~carrying~~commences ~~amounts~~over the estimated useful lives of ~~existing~~the respective assets. Depreciation is recorded on a straight-line basis over ~~and~~each ~~liabilities~~asset’s estimated useful life. Repair and ~~their~~maintenance ~~respective~~costs ~~tax~~are ~~basis~~expensed as incurred.

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2024 and December 31, 2023 (see Note 11. Income Taxes).

Property and Equipment		Useful life
Automobiles (DMV-registered)		5 years
Machinery, tools and equipment		5 years
Computers and equipment		5 years
Internal-use software		3 to 5 years
Furniture and fixtures		7 years
Leasehold improvements		Shorter of 3 years or lease term

~~There are~~Operating no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon on ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.Leases

~~Common~~The Company accounts for leases in accordance with ASC 842, Leases. ~~Stock~~All ~~Warrants~~contracts are evaluated to determine whether or not they represent a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases are classified as finance or operating in accordance with the guidance in ASC 842. The Company does not hold any finance leases. The Company recognized a right-of-use asset and lease liability in the consolidated balance sheets under ASC 842 on the office space lease in Mountain View, California that commenced in May 2025 and the previous office space lease in Menlo Park, California that ended in May 2025. Lease expense will be recognized on a straight-line basis over the remaining term of the lease. Operating leases are recognized on the balance sheet as right-of-use assets, and operating lease liabilities.

~~The~~Costs ~~Company issued~~ to ~~its~~Develop lead underwriter in the Company’s IPO warrants to purchase up to 9(1) shares of the Company’s common stock. In addition, the Company issued 426(1) common stock warrants as a part of the private placement offering. The Company accounts for warrants in accordance with ASC 480, “Distinguishing Liabilities from Equity”. The Company determined the fair value of the warrants using the Black-Scholes pricing model and treated the warrants as equity instruments in consideration of the cashless settlement provisions in the warrant agreements.Software

The Company ~~also~~incurs ~~applied the guidance in ASC 340-10-S99-1, Other Assets and Deferred Costs, that states specific incremental~~ costs ~~directly~~ ~~attributable~~related to ~~a proposed or actual offering of equity securities may properly be deferred and charged against the gross proceeds~~internally ofdeveloped ~~the offering~~software. ~~The~~Based ~~Company~~on ~~treated~~ the ~~valuation~~nature of the ~~warrants~~software, ~~as directly attributable to~~ the ~~issuance~~Company ofcapitalizes ansoftware ~~equity~~costs ~~contract,~~under ~~and accordingly, classified~~ the ~~warrants~~following ~~as additional paid-in capital~~guidance.

~~Stock~~The Company determined when to capitalize its internal-use software after planning and design efforts are successfully completed. Management has implicitly authorized funding and the software is expected to be completed and used as intended. The Company determines the amount of internal software costs to be capitalized based on the amount of time spent by the developers on projects in the application stage of development. There is judgment involved in ~~Compensation~~estimating time allocated to a particular project in the application stage. Costs associated with building or significantly enhancing the internally built software platform for internal use are capitalized, while costs associated with planning new developments and maintaining the internally built software platforms are expensed as incurred. Capitalized costs include certain payroll and stock compensation costs, as well as subscription server and consulting costs.

~~The Company~~Internal-use ~~recognizes~~software ~~the~~is ~~cost~~classified ofas ~~share-based~~property and ~~awards~~equipment ~~granted~~and tois ~~employees~~amortized ~~and~~on ~~directors~~a ~~based~~straight-line onbasis ~~the~~over their estimated ~~grant-date~~useful ~~fair~~life ~~value~~ of ~~the~~ ~~awards~~three to five years. ~~Cost~~There is ~~recognized~~judgment oninvolved in athe ~~straight-line~~determination ~~basis~~of ~~over~~the useful life. Amortization of the ~~service~~software ~~period,~~asset ~~which~~will isbegin ~~generally~~when the ~~vesting~~software ~~period~~is ofsubstantially ~~the~~complete ~~award.~~and ~~The~~ready ~~Company~~for ~~recognizes~~its ~~stock-based~~intended ~~compensation~~use. ~~cost~~No ~~and~~amortization ~~reverses~~has ~~previously~~begun ~~recognized~~for ~~costs~~the ~~for~~internal ~~unvested~~use ~~awards~~software, inas the ~~period~~projects ~~forfeitures occur,~~are ifstill ~~any.~~in ~~The~~the ~~Company~~application ~~determines~~development phase. Management evaluates the ~~fair~~useful ~~value~~lives of ~~stock~~these ~~options~~assets ~~using~~on ~~the~~a ~~Black-Scholes~~quarterly ~~option~~basis ~~pricing~~and ~~model,~~tests ~~which~~for isimpairment ~~impacted by~~whenever ~~the~~events ~~fair~~or ~~value~~changes in ofcircumstances ~~common~~occur ~~stock,~~that ~~expected~~could ~~price~~impact ~~volatility~~the recoverability of ~~common~~these ~~stock,~~assets. ~~expected~~No ~~term,~~impairment ~~risk-free~~charges ~~interest~~were ~~rates,~~associated ~~and~~with ~~expected~~the ~~dividend~~Company’s ~~yield~~internal-use ~~(see~~software ~~Note~~for 9.the ~~Stock-based~~years ~~Compensation~~ended ~~Expense)~~December 31, 2025 and 2024.

~~Net Loss Per Share Attributable to Common Stockholders~~F-10

~~The Company~~Costs ~~computes loss per share attributable~~ to ~~common~~Develop ~~shareholders~~Software ~~by dividing net loss attributable~~ to ~~common~~be ~~shareholders~~Sold, ~~by the weighted-average~~Leased ~~number of common shares outstanding. Diluted net loss per share reflects the potential dilution that could occur if securities~~ or ~~other contracts~~Otherwise toMarketed issue shares were exercised into shares. In calculating diluted net loss per share, the numerator is adjusted for the change in the fair value of the shares (only if dilutive) and the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding (see Note 8. Net Loss per Share Attributable to Common Stockholders).

~~(1)~~The ~~All~~Company ~~information~~accounts for research costs of computer software to be sold, leased or otherwise marketed as expense until technological feasibility has been ~~retroactively~~established ~~adjusted~~for the product. Once technological feasibility is established, certain payroll and stock compensation, occupancy, and professional service costs that are incurred to ~~reflect~~develop ~~the~~functionality 1-for~~-100~~ ~~reverse~~the ~~stock~~Company’s ~~split~~software ~~effected~~and oninternally ~~July~~built 3software platforms, ~~2024~~as well as certain upgrades and enhancements that are expected to result in enhanced functionality are capitalized. Judgment is required in determining when technological feasibility of a product is established. Management has determined that technological feasibility is established when a working model is complete. After technological feasibility is established, judgement is required to determine the ~~1-for-150~~amount ~~reverse~~of payroll and stock-based ~~split~~compensation costs ~~effected~~to be capitalized on ~~February~~the ~~18,~~remaining ~~2025~~development efforts. ~~See~~These ~~Note~~costs 7,will ~~Capital~~continue ~~Structure~~to be capitalized until such time as when the product or enhancement is available for ~~details~~general release to customers.

FComputer software to be sold, leased or otherwise marketed is classified as an intangible asset. Capitalized software development costs are amortized using the greater of (a) the amount computed using the ratio that current gross revenue for a product bear to total of current and anticipated future gross revenue for that product or (b) the straight-11line method, beginning upon commercial release of the product, and continuing over the remaining estimated economic life of the product, not to exceed three years to five years and recorded as cost of revenue.

~~Research~~During the year ended December 31, 2025, management completed a review of the Company’s capitalized software development projects. Based on this review, management determined that projects previously capitalized as developed software no longer met the criteria for capitalization under ASC 985-20, External-Use Software, resulting from new technical development issues that did not exist and ~~Development~~could ~~Expense~~not have been reasonably anticipated in prior periods.

~~Research and~~As ~~development~~a ~~expenses~~result, ~~consists~~the ~~primarily~~Company ofrevised ~~outsourced~~its ~~engineering~~estimate ~~services,~~regarding ~~internal~~the ~~engineering~~point ~~and~~at which ~~development~~technological ~~expenses,~~feasibility ~~materials, labor~~is ~~and~~achieved ~~stock-based~~for ~~compensation~~software ofdevelopment ~~Company~~activities. ~~personnel~~This ~~involved~~change in ~~the~~estimate ~~development~~was ofmade ~~the~~to ~~Company~~reflect management’s ~~products and services, and~~ ~~allocated~~current ~~lease~~expectations ~~costs~~about ~~based on~~ the ~~approximate~~timing ~~square footage area used in research~~ and ~~development~~certainty ~~activities.~~of ~~Research~~future ~~and~~technological ~~development costs are expensed as incurred~~milestones.

~~Selling~~The change in estimate was accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections, and did not require restatement of prior-period financial statements. For the ~~General~~year ended December 31, 2025, the Company recognized a total of $1.4 million related to costs originally capitalized in 2024 and ~~Administrative~~$1.2 million ~~Expense~~related to costs capitalized during the first two quarters of 2025 as research and development expense resulting from this change.

Selling, general, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs. Advertising costs are expensed as incurred in accordance with ASC 720Long-~~35,~~Lived ~~“Other~~Assets ~~Expense – Advertising Costs”, other than trade show expenses which are deferred until occurrence of the future event. Advertising costs for the years ended December 31, 2024~~ and ~~2023~~Finite ~~were~~Lived ~~$237,396 and $413,170, respectively.~~Intangibles

~~Commitments~~The Company has finite-lived intangible assets consisting of patents and trademarks. These assets are amortized on a straight-line basis over their estimated remaining economic lives. The patents and trademarks are amortized over 15 years.

The Company ~~recognizes~~reviews aits ~~liability~~long-lived ~~with~~assets ~~regard~~and finite-lived tointangibles ~~loss~~for ~~contingencies~~impairment ~~when~~whenever itevents ~~believes~~or itchanges isin ~~probable~~circumstances aindicate ~~liability~~that ~~has~~the ~~occurred~~carrying value may not be recoverable. The events and circumstances the ~~amount can~~Company bemonitors ~~reasonably~~and ~~estimated.~~considers Ifinclude ~~some~~significant ~~amount~~decreases ~~within~~in athe ~~range~~market price of ~~loss~~similar ~~appears~~assets, atsignificant adverse changes to the ~~time~~extent toand bemanner ain ~~better~~which ~~estimate~~the ~~than~~asset ~~any~~is ~~other~~used, ~~amount~~an adverse change in legal factors or business climate, an accumulation ~~within~~of costs that exceed the ~~range~~estimated cost to acquire or develop a similar asset, ~~the~~and ~~Company~~continuing ~~accrues~~losses that ~~amount.~~exceed ~~When~~forecasted nocosts. ~~amount~~The Company ~~within~~assesses the ~~range~~recoverability isof athese ~~better~~assets ~~estimate~~by ~~than~~comparing ~~any~~the ~~other~~carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term ~~accrues~~undiscounted cash flows that the ~~minimum~~long-lived asset is expected to generate is less than the carrying amount inof the ~~range~~long-lived asset being evaluated. ~~There~~An ~~have~~impairment ~~been~~charge nowould ~~such~~then ~~liabilities~~be ~~recorded~~recognized equal to the amount by which the ~~Company~~carrying asamount ofexceeds ~~December~~the ~~31,~~fair ~~2024~~value ~~and~~of ~~December~~the ~~31, 2023~~asset.

~~Segment~~The Company also identified that the long-lived ~~Reporting~~asset “Patents”, which have international and U.S. based patents, as the asset group. The Company evaluated its patents and identified expired international patent applications (“expired assets”) for the year ended December 31, 2024. The Company determined there were no further plans to put resources toward these international patent applications. The group of expired patents carrying value was set to its salvage value which is zero given no future cash flows.

The Company operates as one operating segment. The Company’s chief operating decision maker is the executive management team, its Chief Executive Officer and Chief Financial Officer. The executive management team manages operations and business as one operating segment for the purposes of allocating resources, making operating decisions and evaluating financial performance.F-11

~~The one~~For ~~operating~~the ~~segment~~year ~~generates~~ended ~~revenues~~December ~~from~~31, ~~EAS~~2024, ~~subscriptions~~the ~~with~~Company determined ~~relative~~the ~~add-on~~existence ~~offerings~~of ~~such~~an asimpairment ~~hardware~~associated ~~revenue~~with ~~and~~the ~~other~~Company’s ~~revenue (i.e.,~~intangible ~~deployment/set~~asset up“Patents” ~~costs)~~ and ~~fixed-price~~accordingly ~~NRE~~recorded an ~~contracts~~impairment ~~related~~charge toof ~~customer-specific~~$118,831 ~~configuration~~(see ~~that~~Note ~~consist~~6. ofIntangible ~~several~~Assets). ~~independent phases~~For ~~and~~the ~~include~~year ~~design,~~ended ~~data~~December ~~gathering~~31, ~~hardware installation on an industrial vehicle~~2025, ~~customer-specific~~there ~~configuration~~were ofno ~~the~~impairment ~~DriveMod software, and demonstrations~~charges.

~~For the~~Income Company’s one segment, the executive management team use revenue and net loss to allocate resources, both reported on the Consolidated Statement of Operations as Revenue and Net loss. The executive management team also uses revenue and net loss, along with non-financial inputs and qualitative information, to evaluate the Company’s performance, establish compensation, monitor budget versus actual results, and decide the level of investment in various operating activities and other capital allocation activities. The measure of segment assets is reported on the Consolidated Balance Sheet as Total assets.Taxes

~~Revenue~~The Company accounts for income taxes using the ~~Recognition~~asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

~~Under~~A ~~ASC~~valuation allowance is provided when it is more ~~606,~~likely ~~“Revenue~~than ~~from~~not ~~Contracts~~that ~~with~~some ~~Customers”,~~portion or all of a deferred tax asset will not be realized. Due to the Company’s ~~determines~~lack ~~revenue~~of ~~recognition~~earnings ~~through~~ history, the ~~following~~net ~~steps:~~deferred tax assets have been fully offset by a valuation allowance as of December 31, 2025 and December 31, 2024 (see Note 11. Income Taxes).

●There ~~Identifying~~are no uncertain tax positions that would require recognition in the ~~contract~~consolidated financial statements. If the Company were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon on ongoing analysis of or ~~contracts~~changes in tax laws, ~~with~~regulations ~~the~~and ~~customer;~~interpretations thereof as well as other factors.

●In ~~Identifying~~December 2023, the ~~performance~~FASB ~~obligations~~issued inASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands the ~~contract;~~annual disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. The Company has adopted this guidance on a prospective basis, which did not have a significant impact on the Company’s consolidated financial statements.

●Common ~~Determining~~Stock ~~the transaction price;~~Warrants

●The ~~Allocating~~Company issued to its lead underwriter in the ~~transaction~~Company’s ~~price~~IPO warrants to ~~performance~~purchase ~~obligations~~up to 9 shares of the Company’s common stock. In addition, the Company issued 426 common stock warrants as a part of the private placement offering. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity. The Company determined the ~~contract;~~fair value of the warrants using the Black-Scholes pricing model and treated the warrants as equity instruments in consideration of the cashless settlement provisions in the warrant agreements.

●The ~~Recognizing~~Company ~~revenue~~also ~~when~~applied the guidance in ASC 340-10-S99-1, orOther asAssets and Deferred Costs, that states specific incremental costs directly attributable to a proposed or actual offering of equity securities may properly be deferred and charged against the gross proceeds of the offering. The Company ~~satisfies~~treated ~~performance~~the ~~obligations~~valuation byof ~~transferring~~the warrants as directly attributable to the ~~promised~~issuance ~~goods~~of oran ~~services~~equity contract, and accordingly, classified the warrants as additional paid-in capital.

~~Nature~~The Company issued Series A warrants and Series B warrants in connection with securities purchase agreement on December 20, 2024. The Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of ~~Products~~the ~~and~~warrant ~~Services~~agreement. The estimated fair value of the Company’s warrant agreements has been determined to be Level 3 measurement, as certain inputs used to determine the fair value of these agreements are unobservable. The Company determined the fair value of the warrants using the Monte Carlo pricing model and ~~Revenue~~treated ~~Recognition~~the ~~from~~valuation (as a) ~~subscription~~liability in consideration of ~~our~~the ~~Enterprise~~variable ~~Autonomy~~number ~~Service~~of ~~(“EAS”)~~the issuer’s equity shares in the warrant agreements. The resulting warrant liabilities are re-measured at each balance sheet date until their exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations under other income (bexpense). ~~nonrecurring~~After shareholder approval on January 30, 2025, the strike price and ~~engineering~~the ~~services~~number ~~under~~of equity shares are now fixed. ~~fee~~The ~~arrangements~~Company ~~(“NRE~~concluded ~~services”)~~that these warrants are indexed to the Company’s own stock, ~~(c)~~require settlement ~~product~~in ~~sales~~a fixed number of ~~hardware~~shares, and do not contain provisions that could require net cash settlement or settlement in a variable number of shares. Additionally, the warrant agreements do not include provisions that would require the Company to ~~customers~~transfer ~~and~~assets. ~~distributors~~Accordingly, the warrants meet the criteria for equity classification. Therefore, in accordance with ASC 815-40-35-8, Derivatives and ~~(d)~~Hedging ~~other~~Reclassification of Contracts, the Series A warrants were re-measured utilizing the Black Scholes model and reclassified into equity. The Series A warrants are ~~recognized~~included in equity in the consolidated balance sheet as ~~follows:~~of December 31, 2025. The Series B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in February 2025 (see Note 7. Capital Structure).

F-12

~~Subscription~~Stock-based Compensation

~~Subscription revenue~~The ~~primarily~~Company ~~consists~~recognizes the cost of share-based awards granted to employees and directors based on the ~~sale~~estimated grant-date fair value of ~~SaaS~~the ~~offerings~~awards. ~~Through~~Cost is recognized on a straight-line basis over the ~~SaaS~~service ~~offerings~~period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and ~~related~~reverses ~~support~~previously ~~services~~recognized costs for unvested awards in the period forfeitures occur, ~~customers~~if ~~are~~any. ~~granted~~The Company determines the fair ~~access~~value toof astock ~~hosted~~options ~~software~~using ~~application~~the ~~over~~Black-Scholes option pricing model, which is impacted by the ~~contract~~fair ~~period~~value of common stock, ~~generally~~expected ~~ranging~~price volatility ~~from~~of ~~one~~common ~~year~~stock, toexpected ~~five~~term, ~~years~~risk-free interest rates, ~~without~~and aexpected ~~contractual right~~dividend toyield ~~possession~~(see ofNote ~~the~~9. ~~software~~Stock-based Compensation Expense).

~~SaaS and~~Net ~~related~~Loss ~~support~~Per ~~services:~~Share ~~Revenues~~Attributable from the sale of hosted software applications and related support services are generally recognized ratably over the contractual period that the services are delivered, beginning on the date the service is made available to ~~customers. Revenue~~Common is recognized ratably because the customer simultaneously receives and consumes the benefits of the services throughout the contract period. Contracts are generally fixed price the Company’s standard payment terms vary by customer and the products or services offered.Stockholders

~~Revenue~~The Company computes loss per share attributable isto ~~measured~~common ~~based~~shareholders onby ~~considerations~~dividing ~~specified~~net inloss aattributable ~~contract~~to ~~with~~common ashareholders ~~customer~~by the weighted-average number of common shares outstanding. Diluted ~~Customer~~net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the numerator is adjusted for ~~software~~the ~~subscriptions~~change ~~are~~in ~~generally~~the fair value of the shares (only ~~represented~~if bydilutive) aand ~~sales~~the ~~contract~~denominator oris ~~purchase~~increased ~~order~~to ~~with~~include ~~contract~~the ~~durations~~number ~~typically~~of ~~ranging~~potentially ~~from~~dilutive ~~three~~common shares assumed to ~~five~~be ~~years~~outstanding (see Note 8. Net Loss per Share Attributable to Common Stockholders).

~~For the~~Research ~~years ended December 31, 2024~~ and ~~2023,~~Development ~~subscription revenue was $24,114 and $15,128, respectively.~~Expense

~~Non~~Research and development expenses consists primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-~~Recurring~~based compensation of Company ~~Engineering~~personnel ~~(“NRE”)~~involved in the development of the Company’s products and services, and allocated lease costs based on the approximate square footage area used in research and development activities. Research and development costs are expensed as incurred.

~~The Company~~General enters into Non-Recurring Engineering (“NRE”) contracts that are principally comprised of engineering services related to customer-specific configuration of the DriveMod. Generally, with respect to these NRE contracts, i) the determination of the contract price is based on labor and ~~hardware~~Administrative costs estimated to achieve the required milestones specified in the contract; ii) payment under these arrangements are comprised of upfront payments due upon execution of the agreements as well as payments due upon the achievement of milestones specified in each arrangement; and iii) contain mutual termination clauses without penalty. The Company recognizes revenue from NRE contracts that are fully funded by customers and the sale of its products when promised goods or engineering services are transferred to customers. Each of the Company’s NRE arrangements are comprised of multi-phase deliverables recognized at a point in time upon completion and acceptance from the customer of each phase of the arrangement. The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.Expense

~~For~~General and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs. Advertising costs are expensed as incurred in accordance with ASC 720-35, Other Expense - Advertising Costs, other than trade show expenses which are deferred until occurrence of the future event. Advertising costs for the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~NRE~~were ~~revenue was~~ $0512,017 and $1237,~~420~~396,~~000,~~ respectively.

~~Hardware~~Commitments

~~Hardware Revenue~~The ~~generally~~Company ~~consists~~recognizes ofa ~~sale~~liability orwith ~~lease~~regard ofto ~~industrial~~loss ~~vehicles~~contingencies when ~~modified~~it ~~with~~believes ait ~~proprietary~~is ~~autonomous~~probable ~~hardware kit, known as~~ a ~~DriveMod Kit.~~liability ~~Revenue~~has isoccurred ~~recognized~~and atthe aamount ~~point~~can inbe ~~time~~reasonably ~~when~~estimated. ~~title~~If ~~and~~some ~~risks~~amount ~~and~~within ~~rewards~~a range of loss ~~ownership~~appears ~~have~~at ~~transferred~~the time to ~~the~~be ~~customer.~~a ~~For~~better ~~customers that~~estimate ~~lease~~than ~~the~~any ~~hardware,~~other ~~revenue~~amount iswithin ~~recognized~~the ~~over~~range, ~~time~~the asCompany ~~the~~accrues ~~customer~~that ~~simultaneously~~amount. ~~receives~~When ~~and~~no ~~consumes~~amount within the ~~benefits~~range ~~provided~~is ~~by the~~a ~~hardware.~~better ~~Customer~~estimate ~~contracts~~than ~~for~~any ~~product~~other ~~sales~~amount ofthe ~~hardware~~Company ~~are~~accrues ~~generally~~the ~~represented~~minimum byamount ain ~~sales~~the ~~contract~~range or(see ~~purchase~~Note ~~order~~12. Commitments and Contingencies).

~~For the~~Segment ~~years ended December 31, 2024 and 2023, hardware revenue was $295,010 and $38,622, respectively.~~Reporting

~~Other~~The Company operates as one operating segment. The Company’s chief operating decision maker is the executive management team, its Chief Executive Officer and Chief Financial Officer. The executive management team manages operations and business as one operating segment for the purposes of allocating resources, making operating decisions and evaluating financial performance.

~~Other revenues~~The ~~generally~~one ~~consist~~operating ofsegment ~~fees~~generates ~~associated~~revenues ~~with~~from subscriptions ~~the~~to ~~sale~~its ofEnterprise ~~distinct~~Autonomy ~~professional~~Service ~~services~~(“EAS”), ~~either~~product insales ~~support~~or leases of ~~deploying~~ hardware , and ~~subscription~~other ~~support.~~professional ~~Professional service offerings are typically sold as part of an arrangement for products or~~ services ~~included~~ ~~within subscription revenue~~(i.e., ~~Professional~~deployment ~~services~~costs) ~~associated~~and ~~with~~fixed-price ~~subscription~~NRE ~~revenue~~contracts ~~generally~~related ~~relate~~ to ~~standard~~customer-specific ~~implementation,~~ configuration, ~~installation~~that orconsist ~~training~~of ~~services~~several ~~applied~~independent phases toand ~~SaaS~~include ~~deployment~~design, ~~models.~~data ~~Professional~~gathering, ~~service~~hardware ~~revenue~~installation ison ~~recognized~~an ~~over~~industrial ~~time as the services are performed~~vehicle, ~~as the~~ customer-specific ~~simultaneously~~configuration ~~receives~~of ~~and consumes~~ the ~~benefit of these services. Professional service~~DriveMod ~~contracts~~software, ~~are offered at either a fixed or a variable price~~ and ~~may be invoiced in advance or arrears of the services being provided~~demonstrations.

~~The~~ For the Company’s ~~standard~~one ~~payment~~segment, ~~terms~~the ~~vary~~executive management byteam ~~customer~~use revenue and net loss to allocate resources, both reported on the ~~products~~Consolidated orStatement ~~services~~of ~~offered~~Operations as Revenue and Net loss. ~~Contract~~The ~~terms~~executive ~~for~~management ~~other~~team also uses revenue ~~arrangements are~~and ~~generally~~net ~~short-term~~loss, along with ~~stated~~non-financial ~~contract~~inputs ~~terms~~and ~~that~~qualitative ~~are~~information, ~~less~~to evaluate ~~than~~the ~~one~~Company’s ~~year~~performance, establish compensation, monitor budget versus actual results, and decide the level of investment in various operating activities and other capital allocation activities. The measure of segment assets is reported on the Consolidated Balance Sheet as Total assets.

F-13

~~The~~Revenue Company collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. The Company reports the collection of these taxes on a net basis (excluded from revenues). Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of revenue.Recognition

~~For~~The ~~the~~Company ~~years~~accounts ~~ended~~for ~~December~~revenue 31in accordance with ASC 606, ~~2024~~Revenue ~~and~~from ~~2023~~Contracts with Customers. The Company generates revenue from vehicle units, including tuggers equipped with DriveMod Kits (“DMKs”), which are integrated with the Company’s ~~other~~proprietary ~~revenue~~Enterprise ~~was~~Autonomy ~~$49~~Suite (“EAS”) software,~~014~~ or leases of hardware, and ~~$15~~other professional services. These offerings are highly interdependent and integrated to provide customers with a fully functional autonomous industrial vehicle solution. Because these components are not separately identifiable from one another in the context of the contract,~~567~~ ~~respectively~~the Company accounts for these combined goods and services as a single performance obligation.

~~Arrangements~~General ~~with~~Recognition ~~Multiple~~Principle. ~~Performance~~The ~~Obligations~~Company recognizes revenue when control of the combined autonomous vehicle and software solution is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods and services.

~~When~~Method aof ~~contract~~Measuring ~~involves~~Progress. ~~multiple~~Revenue ~~performance~~associated ~~obligations,~~with the Company’s ~~accounts~~integrated ~~for~~autonomous ~~individual~~vehicle ~~products~~solution ~~and~~is ~~services~~generally ~~separately~~recognized ifover ~~the~~time ~~customer~~because ~~can benefit from~~ the ~~product~~customer ~~or service~~simultaneously onreceives ~~its own or with other resources that are readily available to the customer~~ and ~~the~~consumes ~~product or service is separately identifiable from other promises in~~ the ~~arrangement.~~benefits ~~The~~provided ~~consideration~~by ~~is allocated between separate performance obligations in proportion to their estimated stand-alone selling price. The transactions to which~~ the Company’s ~~had~~performance toas ~~estimate stand-alone selling prices and allocate~~ the ~~arrangement consideration~~services toare ~~multiple performance obligations were immaterial~~performed.

The Company’s ~~contracts~~measures ~~may~~progress ~~include~~toward ~~standard~~satisfaction ~~warranty~~of orthe ~~service~~performance ~~level~~obligation ~~provisions~~using ~~that~~an ~~state~~output ~~promised~~method ~~goods~~based ~~and~~on ~~services~~the ~~will~~passage ~~perform~~of ~~and~~time, ~~operate~~recognizing inrevenue ~~all~~ratably ~~material~~over ~~respects~~the ascontractual ~~defined~~term, inwhich ~~the~~is ~~respective~~typically ~~agreements~~three years. ~~The~~In ~~Company~~accordance ~~has~~with ~~determined~~ASC ~~that~~606-10-55-17 ~~these~~through ~~represent assurance~~55-~~type warranties~~18, the output method reflects the pattern in which control of the promised goods and services is delivered to the ~~Company~~customer, ~~has~~who ~~not~~receives ~~incurred~~continuous access to the integrated autonomous vehicle functionality, ~~any~~including ~~material~~the ~~costs~~software-enabled asoperation, amonitoring, ~~result~~updates, ofand ~~such~~support ~~commitments~~necessary for the system to function as intended.

~~Cost~~Management tobelieves ~~Obtain~~that ~~and~~recognizing ~~Fulfill~~revenue on a ~~Contract. The Company incurs certain costs to obtain contracts, principally third~~straight-~~party~~line ~~fulfillment~~basis ~~fees,~~over ~~which~~ the ~~Company capitalizes when the liability has been incurred if they are (i) incremental costs of obtaining a~~ contract, ~~(ii) expected to be recovered and (iii) have an expected amortization~~ period ~~that~~faithfully isdepicts ~~greater than one year (as~~ the Company’s ~~has~~performance ~~elected~~in ~~the~~transferring ~~practical~~control ~~expedient~~of tothe ~~expense any costs to~~integrated ~~obtain~~solution, aas ~~contract when~~ the ~~liability~~customer isreceives ~~incurred~~and ifconsumes the ~~amortization~~benefits ~~period~~ of ~~such~~the ~~costs~~solution ~~would~~evenly bethroughout ~~one~~the ~~year~~contract ~~or less)~~term.

~~Material~~Payment ~~Rights~~Terms. Payment terms vary by customer and contract but generally do not exceed 90 days.

Discounts. The Company’s ~~contracts~~may ~~with~~offer ~~customers may~~pricing ~~include~~discounts ~~renewal~~to orcertain ~~other~~customers, ~~options~~primarily atto ~~stated~~establish ~~prices~~relationships with new customers. ~~Determining~~These ~~whether~~discounts ~~these~~are ~~options~~reflected ~~provide~~in the ~~customer~~contractual transaction ~~with~~price aat ~~material~~contract ~~right~~inception. ~~and~~Revenue ~~therefore need~~is torecognized bebased ~~accounted~~on ~~for~~the asdiscounted ~~separate~~contract ~~performance~~price ~~obligations~~and ~~requires~~is ~~judgment.~~accounted ~~The~~for ~~price~~in ofthe ~~each~~same manner ~~option~~as ~~must~~other becontracts. ~~assessed~~The toCompany ~~determine whether~~recognizes itrevenue isfrom ~~reflective~~these ofarrangements ~~the~~ratably ~~stand-alone~~over ~~selling~~the ~~price~~contract orterm, isconsistent ~~reflective~~with ofthe pattern ain ~~discount~~which ~~that~~ the customer ~~only~~receives ~~received~~and asconsumes athe ~~result~~benefits of ~~its~~ ~~prior~~the ~~purchase~~integrated (aautonomous ~~material~~vehicle ~~right)~~solution.

~~Other~~Stand-Alone ~~Policies~~Selling prices. The Company also applies judgment in estimating stand-alone selling prices when allocating the transaction price to performance obligations. Stand-alone selling prices are generally determined based on observable prices when available or, ~~Judgments~~when not directly observable, are estimated using management’s assessment of expected pricing for similar goods and ~~Practical~~services ~~Expedients~~and market conditions.

~~Contract~~Material ~~balances~~Rights and Renewal Options. ~~Contract~~The ~~assets~~Company’s ~~and~~contracts ~~liabilities~~with ~~represent~~customers ~~the~~may ~~differences~~include inrenewal ~~the~~or ~~timing~~other ofoptions ~~revenue~~at ~~recognition~~stated ~~from~~prices. ~~the~~Determining ~~receipt~~whether ofthese ~~cash~~options ~~from~~provide the ~~Company’s~~customer ~~customers and~~with ~~billings.~~a ~~Contract~~material right, ~~assets~~and ~~reflect~~therefore ~~revenue~~represent ~~recognized~~a ~~and~~separate performance ~~obligations~~obligation, ~~satisfied~~requires injudgment. ~~advance~~The ofCompany ~~customer~~evaluates ~~billing.~~the ~~Contract liabilities~~pricing ~~relate~~of each option to ~~payments~~determine ~~received~~whether init ~~advance~~reflects of the ~~satisfaction~~stand-alone ofselling ~~performance~~price ~~under~~for the ~~contract.~~underlying ~~Receivable~~goods ~~represents~~or ~~right to~~services ~~consideration~~or ~~that~~whether isit ~~unconditional.~~provides ~~Such~~the ~~rights~~customer with ~~are~~a ~~considered~~discount ~~unconditional~~that ifwould ~~only~~not ~~the~~be ~~passage~~available ofwithout ~~time~~entering isinto ~~required~~the ~~before~~initial ~~payment of that consideration is due~~contract.

~~Remaining~~In ~~performance~~certain ~~obligations.~~legacy ~~Revenue allocated~~customer tocontracts, ~~remaining~~the ~~performance~~Company has ~~obligations~~provided ~~represents~~customers with the ~~transaction~~option ~~price allocated~~ to extend the ~~performance~~contract ~~obligations~~term ~~that~~for ~~are~~an ~~unsatisfied, or~~additional ~~partially~~one-year ~~unsatisfied~~period. ItManagement ~~includes~~evaluates ~~unearned~~these ~~revenue~~renewal provisions ~~and~~to ~~amounts~~determine ~~that~~whether ~~will~~they beprovide ~~invoiced~~a ~~and~~material ~~recognized~~right asby ~~revenue~~comparing ~~in future periods and does not include contracts where~~ the ~~customer~~renewal ispricing ~~not committed. The customer is not considered committed where they are able~~ to ~~terminate for~~the ~~convenience~~expected ~~without~~stand-alone ~~payment~~selling price of ~~a substantive penalty under~~ the ~~contract.~~services ~~The~~at ~~Company has elected~~ the ~~optional~~time ~~exemption, which allows for the exclusion~~ of ~~the~~renewal. ~~amounts~~This ~~for~~assessment ~~remaining~~requires ~~performance~~judgment ~~obligations~~and ~~that~~includes ~~are~~consideration ~~part~~ of ~~contracts~~expected ~~with~~pricing anfor ~~original~~similar ~~expected~~services, historical ~~duration~~pricing ~~of one~~practices, ~~year~~and ormarket ~~less~~conditions.

~~F-14~~If a material right exists, the Company allocates a portion of the transaction price to the option and recognizes the related revenue when the option is exercised or expires.

Significant financing component. In ~~certain~~ certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The Company’s contracts with customer prepayment terms do not include a significant financing component because the ~~primary~~prepayment ~~purpose~~terms isare ~~not~~designed to provide ~~receive~~customers orwith contractual protections and billing convenience, not to provide financing ~~from~~to the customer or toreceive financing from the ~~customers~~customer.

Contract modifications. The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standF-alone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the stand-alone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items.14

~~Principal~~Contract vsmodifications. ~~Agent~~The ~~Considerations~~Company may modify contracts to offer customers additional products or services. Each of the additional products and services is evaluated to determine whether it is distinct from the goods or services transferred prior to the modification. The Company evaluates whether the contract price for the additional products and services reflects the stand-alone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the stand-alone selling price for the modified goods or services, the Company accounts for the modification either (i) on a prospective basis if the remaining goods and services are distinct from those already transferred, or (ii) on a cumulative catch-up basis if the remaining goods and services are not distinct from those already transferred.

~~Judgment~~Principal vs. Agent Considerations. Judgment is required in determining whether we are the principal or agent in transactions with dealers, OEMs and end-users. We evaluate the presentation of revenue on a gross or net basis based on whether we control the service provided to the end-user and are the principal (i.e., “gross”), or we arrange for other parties to provide the service to the end-user and are an agent (i.e., “net”). In making this determination, the Company considers several factors, including whether the Company is primarily responsible for fulfilling the promise to provide the specified goods or services, bears inventory risk before the goods are transferred, and has discretion in establishing pricing for the specified goods or services. This determination also impacts the presentation of incentives provided to dealers and OEMs and discounts and promotions offered to end-users to the extent they are not customers.

In dealer transactions where ~~our~~the Company’s role is to ~~provide the~~supply hardware to the dealer, wethe doCompany does not obtain control ~~and~~of ~~are~~the ~~not~~hardware ~~primarily~~before ~~responsible~~it ~~for~~is transferred to the ~~good~~end-user and oris ~~service~~not ~~provided~~primarily byresponsible for the dealer’s fulfillment to end-users. In ~~these transactions~~Accordingly, hardware revenue in these arrangements is recorded on a net basis.

In dealer and OEM transactions where our role is to provide the software subscription to the end-user, we are primarily responsible for the services and present the respective subscription revenue on a gross basis. Payments to dealers in exchange for their services are recorded as cost of revenue.

~~Judgments~~Cost ~~and estimates. Accounting for contracts recognized over time involves the use of various techniques~~ to ~~estimate~~Obtain ~~total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete~~ a ~~performance obligation will be revised in the near term~~Contract. The Company ~~reviews~~capitalizes ~~and updates its contract-related estimates regularly, and records adjustments as needed. For those performance~~incremental ~~obligations~~costs ~~for~~incurred ~~which revenue is recognized using a cost-~~to~~-cost~~ ~~input~~obtain ~~method and residual method~~contracts, ~~changes~~principally insales ~~total~~commissions ~~estimated costs,~~ and ~~related~~ ~~progress~~third-party ~~towards~~referral ~~complete~~fees. ~~satisfaction~~These ofcosts ~~the performance obligation,~~ are ~~recognized~~amortized on a ~~cumulative catch~~straight-up line basis inover the ~~period in~~contractual ~~which~~term ~~the~~and ~~revisions~~recognized toin ~~the~~general ~~estimates~~and ~~are~~administrative ~~made~~expenses.

~~Concentration~~Costs to Fulfill a Contract. The Company capitalizes such costs when they are (i) incremental to obtaining that specific contract, (ii) expected to be recovered, and (iii) subject to an amortization period exceeding one year. Capitalized fulfillment costs are amortized on a straight-line basis over the expected period of ~~Credit~~benefit, ~~Risk~~which corresponds to the contractual term, and are recognized in cost of revenue. The Company evaluates capitalized fulfillment costs for impairment at each reporting date.

~~The~~Deferred ~~following~~contract ~~table~~costs ~~sets~~totaled ~~forth~~$767,007 ~~the~~and ~~percentages~~ $120,793 as of ~~total~~December 31, ~~revenue~~2025 ~~for~~and ~~customers~~2024, ~~that~~respectively, ~~represents~~and ~~10%~~are orincluded ~~more~~in ofprepaid expenses and other current assets in the ~~respective~~consolidated ~~amounts~~balance ~~for~~sheets. Amortization of deferred contract costs recognized in cost of revenue during the ~~year~~years ended December 31, 2025 and 2024 was $106,480 and ~~2023~~$21,413, respectively. No impairment losses were recognized in either period.

	2024			2023
Customer A		*			36.9	%
Customer B		*			58.4	%
Customer C		73.2	%		*

Taxes collected from customers. The Company collects and remits certain taxes assessed by governmental authorities on its revenue transactions, including sales, use, value-added, and excise taxes. These taxes are presented on a net basis and excluded from reported revenue. Shipping and handling fees billed to customers are included in net sales; the related costs are included in cost of revenue.

*Judgments ~~Below~~and ~~10%~~estimates. Accounting for contracts recognized over time requires judgment in estimating the transaction price, the measure of progress, and expected contract costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed.

~~There was $448,780 from these customers in accounts receivable at December 31, 2024 and $3,200 from these customers in accounts receivable at December 31, 2023.~~F-15

~~F-15~~Concentration of Credit Risk

~~Cost~~The following table sets forth the percentages of ~~Revenue~~total revenue for customers that represent 10% or more of the respective amounts for the year ended December 31, 2025 and 2024, respectively.

Cost of revenue consists primarily of direct labor and related fringe benefits for internal engineering resources, and deployment related travel costs incurred for the completion of the contracts and hardware costs.

	2025			2024
Customer A		17.1	%		*
Customer B		36.8	%		*
Customer C		11.5	%		73.2	%
Customer D		19.1	%		*
Customer E		12.3	%		*

~~Recent~~* ~~Accounting~~Below ~~Standards~~10%

InThere ~~November~~was ~~2023~~$209,452 ~~the~~from ~~FASB~~these ~~issued~~customers ~~ASU~~in ~~2023-07,~~accounts ~~Segment~~receivable ~~Reporting~~as ~~(Topic~~of ~~280):~~December ~~Improvements to Reportable Segment Disclosures~~31, ~~which~~2025 ~~expands disclosures about a public entity’s reportable segments~~ and ~~requires more enhanced information about a reportable segment’s expenses~~$274,699 ~~interim~~from ~~segment~~these ~~profit~~customers ~~or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information~~ in ~~assessing~~accounts ~~segment~~receivable ~~performance and~~as ~~allocating~~of ~~resources. The standard is effective for annual reporting periods beginning after~~ December 1531, ~~2023, and interim periods within years beginning after December 15,~~ 2024. ~~The Company updated the segment reporting footnote above based on this standard.~~

InCost December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands the annual disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. ASC 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of ~~ASU~~Revenue ~~2023-09 to have a material impact on its consolidated financial statements and will adopt the standard effective January 1, 2025.~~

3.Cost ~~Revenue~~of revenue consists primarily of direct labor and ~~Contracts~~related ~~with~~fringe ~~Customers~~benefits for internal engineering resources, and deployment related travel costs incurred for the completion of the contracts and hardware costs.

~~Contract~~Recent ~~Balances~~Accounting Standards

~~Timing~~In ~~differences~~November ~~between revenue recognized~~2024, ~~billings,~~ ~~and~~the ~~customer~~FASB ~~payments~~issued ~~result~~ASU in2024-03, ~~contract~~“Disaggregation of ~~assets~~Income ~~and~~Statement ~~liabilities.~~Expenses,” ~~Contract~~which ~~assets~~requires ~~represent~~the ~~revenue~~disaggregated ~~recognized~~disclosure inof ~~excess~~certain ofincome ~~customer billings~~statement items. ~~Contract~~ASU ~~liabilities~~2024-03 ~~represent~~is ~~payments~~effective for ~~received~~fiscal ~~from~~years ~~customers~~beginning inafter ~~advance~~December of15, ~~satisfying~~2026 ~~performance~~and ~~obligations.~~interim ~~The~~periods ~~Company had~~beginning ~~contract~~after ~~assets~~December of15, $32027,~~007~~ ~~and~~with ~~contract~~early ~~liabilities~~adoption ofpermitted. The ~~$3,333~~Company ashas ofnot ~~December~~adopted ~~31,~~this ~~2024.~~standard ~~The~~early ~~Company~~and ~~had~~is nocurrently ~~contract~~evaluating ~~assets~~the ~~and~~impact noof ~~liabilities as~~this ofamendment ~~December~~on ~~31,~~its ~~2023~~consolidated financial statements.

~~Deferred~~3. ~~Contract~~Revenue ~~Costs~~and Contracts with Customers

~~The~~Contract Company defers costs associated with fulfilling its contracts if those costs meet all of the following criteria: (i) the costs relate directly to a contract, (ii) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and (iii) the costs are expected to be recovered. Costs are recognized over the life of the contract or when the respective milestone has been completed as cost of revenue. The Company had deferred contract costs totaling $120,793 and $0 as of December 31, 2024 and December 31, 2023, respectively. Deferred contract costs are included in prepaid and other current assets in the consolidated balance sheets.Balances

4Timing differences between revenue recognized, billings, and customer payments result in contract assets and contract liabilities. ~~Balance~~Contract ~~Sheet~~assets ~~Components~~represent revenue recognized in excess of amounts billed to customers. Contract liabilities represent payments received from customers in advance of satisfying the related performance obligations.

~~Financial~~The ~~Instruments~~Company’s contract balances consist primarily of accounts receivable and deferred revenue (contract liabilities). Accounts receivable represents the Company’s unconditional rights to consideration for goods and services transferred to customers. Contract liabilities represent amounts billed or collected in advance of satisfying performance obligations and are recognized as revenue as the related performance obligations are satisfied. As of December 31, 2025 and 2024, deferred revenue related to tugger sales totaled $1,658,015 and $769,180, respectively.

~~The~~Revenue ~~Company’s~~Recognized ~~short-term~~from ~~investments~~Prior ~~consisted of~~Period ~~U.S. government treasury bills, which are accounted for as held-to-maturity (“HTM”) securities. HTM securities are carried~~Contract at amortized cost and, as a result, are not remeasured to fair value on a recurring basis. As of December 31, 2024 and December 31, 2023, the amortized cost of the Company’s U.S. government treasury bills totaled $0 and $4.6 million, respectively, which approximated their fair value based on Level 1 inputs. All of the Company’s short-term investments will mature within one year of December 31, 2024. The Company does not expect a credit loss for its short-term investments.Liabilities

~~Prepaid~~During ~~expenses~~the years ended December 31, 2025 and 2024, the Company recognized revenue of $128,387 and $1,500, respectively, that was included in deferred revenue at the beginning of each respective period. The Company did not recognize material revenue during the periods presented from performance obligations satisfied (or partially satisfied) in prior periods other ~~current~~than ~~assets~~amounts previously included in deferred revenue.

~~Prepaid~~Remaining ~~expenses~~Performance ~~and other current assets are comprised of the following:~~Obligations

	December 31, 2024		December 31, 2023
Inventory	$	150,241	$	–
Prepaid Expenses		303,803		385,474
Security Deposits		160,149		155,729
Tax Receivables		765,598		765,697
Receivables and current assets		585,431		9,526
Total prepaid and expenses and other current assets	$	1,965,222	$	1,316,426

As of December 31, 2025, the remaining performance obligations on existing contracts are $1,658,015, approximately 25% of which is expected to be recognized in 2026, 36% in 2027, 28% in 2028, and the remainder thereafter. This amount corresponds to the Company’s contract liability balance as of December 31, 2025, as all remaining obligations relate to the passage of time on active contracts.

~~F-16~~For the years ended December 31, 2025 and 2024, revenue was $218,976 and $368,138, respectively.

~~Property and Equipment, Net~~F-16

~~Property and equipment were reclassified to better reflect their appropriate categories within the fixed asset register~~4. ~~These~~Balance ~~reclassifications~~Sheet ~~did not have a significant impact on the overall asset values or depreciation expense. Property and equipment is comprised of the following:~~Components

	December 31,			December 31,
	2024			2023
Automobiles (DMV-registered)	$	128,862		$	276,677
Machine, tools and equipment		660,155			506,167
Computers and equipment		389,007			338,155
Capitalized software		950,832			342,136
Furniture and fixtures		66,182			178,491
Leasehold improvements		221,977			221,977
Testing equipment (Work in Progress)		687,986			458,406
Property and equipment, gross		3,105,001			2,322,009
Less: accumulated depreciation and amortization		(785,599	)		(835,337	)
Total property and equipment, net	$	2,319,402		$	1,486,672

Financial Instruments

~~Depreciation~~Funds ~~expense~~in ~~for~~ the ~~years~~Company’s ~~ended~~investment ~~December~~brokerage 31account were held in cash equivalents, ~~2024~~consisting ~~and~~of ~~2023~~a ~~was~~money ~~$214~~market account,~~494~~ along with short-term investments consisting of U.S. government treasury bills, which are accounted for as held-to-maturity (“HTM”) securities, and ~~$312~~classified as Level 1 in the hierarchy of fair value measurements. HTM securities are carried at amortized cost and,~~253~~ as a result, ~~respectively~~are not remeasured to fair value on a recurring basis. All of the Company’s short-term investments will mature within one year of December 31, 2025. The Company does not expect a credit loss for its short-term investments.

Accounts Payable

	December 31, 2025				December 31, 2024
Financial assets	Level		Amount		Level		Amount
Cash equivalents:
Money market account		1	$	929,165		1	$	23,274,834
Short-term investments:
U.S. government treasury bills		1		33,736,091		1		‒
			$	34,665,255			$	23,274,834

~~Accounts payable includes independent director fees payable of $28,333 and $41,250 as of December 31, 2024 and 2023, respectively.~~Inventory

~~Accrued~~Inventory ~~Expenses~~is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method, as each autonomous vehicle is individually serialized and tracked, ~~Other~~allowing ~~Current~~the ~~Liabilities~~Company to identify the specific cost associated with each unit. The specific cost of each vehicle is transferred to deferred costs upon deployment.

~~Accrued~~As ~~expenses~~of December 31, 2025 and ~~other~~2024, ~~current~~inventory ~~liabilities are~~totaled ~~comprised~~$2.0 ofmillion ~~the~~and $0.2 ~~following:~~million, respectively.

	December 31, 2024		December 31, 2023
Credit card payable	$	2,050	$	1,103
Accrued expenses		788,948		112,786
Deferred revenue		769,180		101,500
Accrued payroll		1,314,038		985,753
Total accrued expenses and other current liabilities	$	2,874,216	$	1,201,142

Prepaid expenses and other current assets

5.Prepaid ~~Operating~~expenses ~~Lease~~and other current assets are comprised of the following:

The Company leases its office space in Menlo Park, California, under an operating lease agreement dated August 18, 2017, that was originally signed for a term of five years. The lease has been amended and extended several times since the original signing and currently expires in May 2025. Monthly payments are approximately $60,000. The lease includes common area maintenance costs that are paid separately from rent based on actual costs incurred.

	December 31, 2025		December 31, 2024
Prepaid Expenses	$	668,090	$	303,803
Short-term Deposits		75,006		160,149
Other current assets		775,334		128,138
Total prepaid and expenses and other current assets	$	1,518,430	$	592,090

~~The~~Property ~~Company’s~~and ~~future lease payments under the non-cancellable lease as of December 31~~Equipment, ~~2024, which are presented as lease liabilities on the Company’s consolidated balance sheet, are as follows:~~Net

For the year ended December 31,	Operating Lease
2025		320,526
Less: imputed interest		(3,182	)
Present value of lease liability	$	317,344

Property and equipment were reclassified to better reflect their appropriate categories within the fixed asset register. These reclassifications did not have a significant impact on the overall asset values or depreciation expense. Property and equipment is comprised of the following:

	December 31,			December 31,
	2024			2023
	2025			2024
Weighted-average remaining lease term (in years)		0.42			1.42
Automobiles (DMV-registered)	$	28,862		$	128,862
Weighted-average discount rate		4.87	%		3.05	%
Machinery, tools and equipment		692,459			660,155
Computers and equipment		488,552			389,007
Capitalized software		1,592,092			950,832
Furniture and fixtures		73,494			66,182
Leasehold improvements		175,417			221,977
Testing equipment (Work in Progress)		896,147			687,986
Property and equipment, gross		3,947,023			3,105,001
Less: accumulated depreciation and amortization		(678,827	)		(785,599	)
Total property and equipment, net	$	3,268,196		$	2,319,402

~~Lease~~Depreciation expense ~~was $678,037 and $601,913~~ for the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~respectively.~~was ~~The amortization of the operating lease right-of-use assets, which is included in the lease expense, totaled~~ $~~694~~234,~~373~~909 and $~~591~~214,~~656 for the years ended December 31~~494, ~~2024 and 2023,~~ respectively. ~~The weighted average discount rate is based on the incremental borrowing rate that is utilized to present value the remaining lease payments over the lease term.~~

~~F-17~~Accounts Payable

7.Accounts ~~Intangible~~payable ~~Assets~~includes independent director fees payable of $42,500 ~~Net~~and $28,333 as of December 31, 2025 and 2024, respectively.

~~The~~Deferred ~~gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows:~~Revenue

	As of December 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Fair Market Value Adjustment		Impairment			Net Carrying Amount
Developed software	$	1,425,689	$	–		$	–	$	–		$	1,425,689
Patents		611,072		(41,856	)		–		(118,831	)		450,385
Trademark		45,000		(26,000	)		–		–			19,000
Total intangible assets	$	2,081,761	$	(67,856	)	$	–	$	(118,831	)	$	1,895,074

Deferred revenue consists primarily of amounts billed to customers for tugger sales and related services for which revenue has not yet been recognized. Revenue is recognized as the Company satisfies its performance obligations in accordance with its revenue recognition policy.

	As of December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Fair Market Value Adjustment			Impairment			Net Carrying Amount
Developed software	$	542,692	$	-		$	-		$	-		$	542,692
Patents		539,840		(20,117	)		-			-			519,723
Trademark		45,000		(23,000	)		-			-			22,000
Rights to intellectual property		100,000		(20,000	)		(50,000	)		(30,000	)		-
Total intangible assets	$	1,227,532	$	(63,117	)	$	(50,000	)	$	(30,000	)	$	1,084,415

As of December 31, 2025 and 2024, deferred revenue related to tugger sales totaled $1,658,015 and $769,180, respectively.

Amortization expense for each of the years ended December 31, 2024 and 2023 was $24,739 and $27,372, respectively. There was no amortization expense for the developed software for the years ended December 31, 2024 and 2023.F-17

~~ASC~~Accrued ~~360,~~Expenses ~~Property, Plant,~~ and ~~Equipment, defines~~Other aCurrent multi-step process to test long-lived assets, including intangible assets, for recoverability that if failed would indicate impairment. First, the Company must consider whether indicators of impairment of long-lived assets are present. The Company determined the Triggering Events in conjunction with preparation of its financial statements for the year ended December 31, 2024 provided such indication.Liabilities

~~Next,~~Accrued ~~the~~expenses ~~Company~~and ~~must~~other ~~review~~current ~~the long-lived assets~~liabilities toare ~~define~~comprised ~~asset~~of ~~group(s) that would reflect~~ the ~~lowest level of assets to which discrete cash flows are identifiable, and test these asset groups for impairment.~~following:

In performing this review, the Company identified that the long-lived asset “Patents”, which have international and U.S. based patents, as the asset group. The Company evaluated its patents and identified expired international patent applications (“expired assets”) for the year ended December 31, 2024. The Company determined there were no further plans to put resources toward these international patent applications. The group of expired patents carrying value was set to its salvage value which is zero given no future cash flows.

	December 31, 2025		December 31, 2024
Credit card payable	$	16,169	$	2,050
Accrued expenses		563,770		788,948
Accrued payroll		2,035,795		1,314,038
Total accrued expenses and other current liabilities	$	2,615,734	$	2,105,036

For the year ended December 31, 2024, the Company recorded a $118,831 impairment charge under gain (loss) on disposal assets, which is included in other income (expense) on its consolidated statement of operations, to adjust the expiring assets salvage value of zero5. ~~There~~Operating ~~were no impairment charges for the year ended December 31, 2023.~~Leases

~~The~~Operating ~~Company~~lease ~~identified~~right-of-use ~~that~~assets and lease liabilities are recognized at the ~~long-lived~~lease ~~asset “Rights~~commencement todate ~~intellectual~~based ~~property”,~~on ~~all~~the present value of ~~which~~lease ~~relate~~payments toover the ~~Infinitracker~~lease term. Lease payments consist of the fixed payments under the arrangement, ~~should~~less beany ~~classified~~lease incentives, such as ~~abandoned~~tenant (improvement allowances. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of right-of-use (“~~Abandoned Asset~~ROU”) ~~with~~assets and lease liabilities but are expensed when the ~~Company~~event determining ~~that~~the itamount noof ~~longer~~variable ~~has~~consideration ~~plans~~ to ~~provide~~be ~~support~~paid ~~and~~occurs. ~~sale~~As the implicit rate of the ~~product.~~leases ~~The~~is ~~Abandoned~~not ~~Asset’s~~determinable, the Company uses an incremental borrowing rate (“IBR”) based on the information available ~~carrying~~at ~~value~~the ~~was~~lease ~~set~~commencement todate ~~its~~in ~~salvage~~determining the present value ~~which~~of islease ~~zero~~payments. ~~given~~Rather nothan ~~future~~relying ~~cash~~on ~~flows.~~a Insingle ~~addition~~rate source, the Company evaluated ~~abandoned~~three ~~the~~data ~~use~~points ofcalculated from the ~~associated~~ ~~inventory~~three ~~and~~standard ~~recorded~~methods ato ~~loss~~determine ofa ~~$66~~reasonable,~~690~~ tosupportable, ~~impair~~and entity-specific IBR consistent with ASC 842. Based on this analysis, the ~~inventory~~rate toapplied $0is asthe median of ~~December~~the 31available supportable rates, ~~2023~~which reflects a secured borrowing assumption and balances entity-specific credit risk and market benchmarks. Lease expenses are recognized on a straight-line basis over the lease term.

The ~~impairment~~Company ~~charges~~leases asits ofoffice ~~December~~space 31in Mountain View, ~~2023~~California, ~~the~~ ~~Company~~under ~~recorded~~an aoperating ~~fair~~lease ~~market~~agreement ~~value~~dated ~~adjustment~~March of25, ~~$50~~2025,~~000~~ ~~and~~originally signed for a term of six and one half years that commenced in May 2025. Monthly payments are approximately $30104,~~000~~478. ~~impairment~~The ~~charge~~lease ~~under~~includes ~~amortization~~common ~~expense~~area onmaintenance ~~its~~costs ~~consolidated~~that are paid separately ~~statement~~from ofrent ~~operations~~based toon ~~adjust~~actual ~~the~~costs ~~Abandoned~~incurred. ~~Asset~~The toCompany’s ~~its~~previous ~~salvage~~lease ~~value~~in ofMenlo ~~zero~~Park, California ended in May 2025.

FThe Company also leases storage containers from a third-18party provider for use on-site in Mountain View, California, at a monthly rate of $141 per unit. These arrangements are on a month-to-month basis and are cancelable upon thirty (30) days’ notice. Under the short-term lease practical expedient of ASC 842, the Company does not recognize right-of-use assets or lease liabilities for these arrangements, and instead, lease payments are expensed as incurred.

ItThe ~~was~~Company’s ~~determined~~right-of-use ~~for~~asset, ~~all~~net ~~remaining long-lived~~balance ~~assets~~as ~~(excluding~~of ~~the~~December ~~Abandoned Asset) that there were no triggering events~~31, 2025 and ~~therefore~~2024, norespectively ~~further~~are ~~impairment~~presented ~~charges~~on tothe ~~long-lived assets~~Company’s ~~were~~consolidated ~~necessary~~balance ~~as of December 31, 2024 and December 31, 2023~~sheets.

~~Estimated~~The ~~amortization~~Company’s ~~expense~~future ~~for~~lease ~~all~~payments ~~intangible~~under ~~assets~~the ~~subject~~non-cancellable tolease ~~amortization~~as inof ~~future~~December ~~years~~31, is2025, ~~expected~~which toare bepresented as lease liabilities on the Company’s consolidated balance sheet, are as follows:

Years ended December 31,	Amortization
For the year ended December 31,		Operating Lease
2025	$	26,909
2026			692,000
2026		26,909
2027			1,434,193
2027		26,909
2028			1,506,260
2028		26,909
2029			1,551,040
2029		26,909
2030			1,598,594
Thereafter		1,760,529
2031			1,367,166
Total	$	1,895,074
Less: imputed interest			(1,341,632	)
Present value of lease liability		$	6,807,621

7. Capital Structure

	December 31,
	2025			2024
Weighted-average remaining lease term (in years)		5.83			0.42
Weighted-average discount rate		5.60	%		4.87	%

~~Common~~Lease ~~Stock~~expense was $1,170,932 and $678,037 for the years ended December 31, 2025 and 2024, respectively. The amortization of the operating lease right-of-use assets, which is included in the lease expense, totaled $915,451 and $694,373 for the years ended December 31, 2025 and 2024, respectively. The weighted average discount rate is based on the incremental borrowing rate that is utilized to present value the remaining lease payments over the lease term.

As of December 31, 2024 and 2023, the Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.00001 per share. As of December 31, 2024 and December 31, 2023, the Company had 199,110(1) and 5,147(1) shares of common stock issued and outstanding, respectively. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future.F-18

~~Preferred~~6. ~~Stock~~Intangible Assets, Net

InThe ~~October~~gross ~~2021,~~carrying ~~the~~amount ~~Company amended its Certificate of Incorporation~~ and ~~revised~~accumulated ~~the number of preferred stock shares authorized for issuance to 10,000,000 shares at a par value~~amortization of ~~$0.00001.~~separately Asidentifiable ofintangible ~~December~~assets ~~31,~~are ~~2024~~as ~~and December 31, 2023, there were no shares of preferred stock issued and outstanding.~~follows:

Reverse Stock Split

	As of December 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Fair Market Value Adjustment		Impairment		Net Carrying Amount
Patents	$	521,302	$	(71,079	)	$	-	$	-	$	450,223
Trademark		45,000		(29,000	)		-		-		16,000
Total intangible assets	$	566,302	$	(100,079	)	$	-	$	-	$	466,223

On June 25, 2024, the Company’s stockholders voted to authorize the Company’s Board of Directors to effect a reverse stock split of the outstanding shares of common stock within a range of 1-for-5 to 1-for-100. On June 25, 2024, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-100 ratio, which reverse split became effective in the market on July 5, 2024.

	As of December 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Fair Market Value Adjustment		Impairment			Net Carrying Amount
Developed software	$	1,425,689	$	-		$	-	$	-		$	1,425,689
Patents		611,072		(41,856	)		-		(118,831	)		450,385
Trademark		45,000		(26,000	)		-		-			19,000
Total intangible assets	$	2,081,761	$	(67,856	)	$	-	$	(118,831	)	$	1,895,074

OnAmortization ~~January~~expense ~~30,~~for ~~2025,~~each ~~the Company’s stockholders voted to authorize the Company’s Board~~ of ~~Directors to effect a reverse stock split of~~ the ~~outstanding~~years ~~shares of common stock within~~ended aDecember ~~range~~31, of2025 ~~1-for-5~~and to2024 ~~1-for-150.~~was On$32,223 ~~January~~and 30$24, ~~2025~~739, ~~the~~respectively. ~~Company’s~~There ~~Board~~was ofno ~~Directors~~amortization ~~determined~~expense tofor ~~effect~~ the ~~reverse~~developed ~~stock~~software ~~split of the common stock at a 1-~~for~~-150~~ ~~ratio, which reverse split became effective in~~ the years ~~market~~ended onDecember ~~February 18~~31, 2025 and 2024.

~~The~~ASC ~~Company’s~~360, ~~primary~~Property, ~~reasons~~Plant, ~~for~~and ~~effecting~~Equipment, ~~the~~defines ~~reverse~~a ~~stock~~multi-step ~~splits~~process ~~was~~ to ~~increase~~test long-lived assets, including intangible assets, for recoverability that if failed would indicate impairment. First, the ~~per~~Company ~~share~~must ~~price~~consider ofwhether ~~our~~indicators ~~common~~of ~~stock~~impairment toof ~~meet~~long-lived ~~Nasdaq’s~~assets ~~minimum~~are ~~bid~~present. ~~price~~The ~~requirement~~Company determined the Triggering Events in conjunction with preparation of its financial statements for ~~continued~~the ~~listing~~year onended ~~Nasdaq~~December 31, 2025 provided such indication.

~~Common~~Next, ~~Stock~~the ~~Offerings~~Company must review the long-lived assets to define asset group(s) that would reflect the lowest level of assets to which discrete cash flows are identifiable, and test these asset groups for impairment.

OnIn ~~December~~performing ~~30,~~this ~~2024~~review, the Company ~~entered into~~identified athat ~~securities~~the ~~purchase~~long-lived ~~agreement~~asset ~~pursuant~~“Patents”, to which ~~the~~have ~~Company~~international ~~agreed to sell~~ and ~~issue,~~U.S. inbased ~~a registered direct offering~~patents, ~~44,333(2) shares~~as ofthe ~~its~~asset ~~common stock, par value $0~~group.~~00001~~ ~~per~~The ~~share~~Company atevaluated its apatents ~~purchase~~and ~~price~~identified ofexpired ~~$90(2)~~international ~~per~~patent ~~share~~applications ~~and 55,667~~(2“expired assets”) ~~pre-funded warrants~~for tothe ~~purchase~~year ~~shares~~ended ofDecember ~~Common Stock~~31, ~~at a purchase price of $89~~2024.~~985(2) per Pre-Funded Warrant.~~ The ~~Pre-Funded~~Company ~~Warrants are~~determined ~~classified~~there ~~as a component of permanent stockholders’ equity within additional paid-in capital and~~ were ~~recorded~~no atfurther ~~the~~plans ~~issuance date~~to ~~concluding~~put ~~the~~resources ~~purchase~~toward ~~price~~these ~~approximated~~international ~~the~~patent ~~fair value~~applications. The ~~offering~~group ~~closed~~of ~~on December 31, 2024. The Company received net proceeds~~expired ofpatents ~~approximately~~carrying ~~$8.1~~value ~~million~~was ~~from~~set ~~the~~to ~~Offering,~~its ~~after~~salvage ~~deducting~~value ~~the~~which ~~estimated~~is ~~offering~~zero ~~expenses~~given ~~payable~~no byfuture ~~the~~cash ~~Company, including the placement agent fees~~flows.

OnFor the year ended December 2031, 2024, the Company ~~entered into~~ arecorded ~~securities purchase agreement for the sale and issuance of (i) 20,507(2) units at~~ a ~~public offering price per Unit of~~ $~~241.50(2) with each Unit consisting of one share of common stock~~118,831 ~~par~~impairment ~~value~~charge ~~$0.00001~~under ~~per~~gain ~~share, one Series A warrant to purchase one share of Common Stock at an exercise price of $301.875~~(2loss) ~~per~~on ~~share~~disposal ~~and one Series B warrant to purchase one share of Common Stock at an exercise price of $301.875(2) and (ii) 62~~assets,~~309(2)~~ ~~pre-funded~~which ~~units~~is atincluded ain ~~public~~other ~~offering~~income ~~price of $241.485~~(2expense) ~~per Pre-Funded~~on ~~Unit,~~its ~~with each Pre-Funded Unit consisting of one pre-funded warrant exercisable for one share of Common Stock at an exercise~~consolidated ~~price~~statement of ~~$0.015(2) per share~~operations, ~~one~~to ~~Series~~adjust ~~A Warrant and one Series B Warrant. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at~~ the ~~issuance~~expiring ~~date~~assets ~~concluding~~salvage ~~the purchase price approximated the fair~~ value. ~~The offering closed on December 23, 2024. The net proceeds to the Company from the Offering were approximately $18.2 million, after deducting placement agent’s fees and the payment~~ of ~~other estimated offering expenses associated with the offering that are payable by the Company~~zero.

~~(2)~~It ~~All~~was ~~information~~determined ~~has~~for ~~been~~all ~~retroactively~~remaining ~~adjusted~~long-lived assets tothat ~~reflect~~there ~~the~~were ~~1-for-150~~no ~~reverse~~triggering ~~stock~~events, ~~split~~and ~~effected~~therefore, onno ~~February~~further ~~18,~~impairment ~~2025.~~charges ~~See~~to ~~Note~~long-lived 7assets were necessary as of December 31, ~~Capital~~2025 ~~Structure~~and ~~for~~December ~~details~~31, 2024.

FDuring the year ended December 31, 2025, management completed a review of the Company’s capitalized software development projects. Based on this review, management determined that projects previously capitalized as developed software no longer met the criteria for capitalization under ASC 985-1920, External-Use Software, resulting from new technical development issues that did not exist and could not have been reasonably anticipated in prior periods.

OnAs ~~April~~a 23result, ~~2024,~~ the Company ~~entered~~revised ~~into~~its ~~an underwritten~~estimate ~~Agreement~~regarding ~~with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as~~ the ~~Company’s~~point ~~underwriter on~~at ~~a firm commitment basis in connection with the sale by the Company of an aggregate of 3,333(1) shares of common stock in a public offering,~~ which ~~included:~~technological ~~(i) 1,320(1) shares~~feasibility ofis ~~common~~achieved ~~stock,~~for ~~and~~software ~~(ii) pre-funded warrants to~~development ~~purchase 2,013(1) shares of common stock~~activities. ~~The~~This ~~Pre-Funded~~change ~~Warrants~~in ~~had~~estimate ~~a nominal exercise price of $0.15(1). Each share of common stock~~ was ~~sold~~made atto anreflect ~~offering price of $1,500(1), and each Pre-Funded Warrant was sold at an offering price of $1,499.85(1). The Pre-Funded Warrants are classified as a component of permanent stockholders~~management’s ~~equity~~current ~~within~~expectations ~~additional paid-in~~about ~~capital and were recorded at~~ the ~~issuance~~timing ~~date concluding the purchase price approximated the fair value. The Company determined the fair value of the Series A~~ and ~~Series~~certainty ~~B warrants using the Monte Carlo pricing model and treated the valuation as a liability in consideration~~ of ~~the variable number of the issuer’s equity shares in the warrant agreements. The offering closed on April 25, 2024. On May 3~~future ~~2024,~~technological ~~the Company closed on the sale of an additional 136(1) shares of common stock, upon exercise by the underwriter of the over-allotment option~~milestones. ~~The Company received net proceeds of approximately $4.6 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.~~

OnThe ~~December~~change 8,in ~~2023,~~estimate ~~the~~was ~~Company~~accounted ~~entered~~for ~~into~~prospectively ~~a Placement Agent Agreement with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the Company’s placement agent, on a reasonable best efforts basis,~~ in ~~connection~~accordance with ~~the~~ASC ~~sale by the Company of an aggregate of 2~~250,~~222(1)~~ ~~shares~~Accounting ofChanges ~~common~~and ~~stock~~Error ~~in a public offering~~Corrections, ~~which included: (i) 765(1) shares of common stock,~~ and ~~(ii)~~did ~~pre-funded~~not ~~warrants~~require torestatement ~~purchase 1,458(1) shares~~ of ~~common stock. The Pre~~prior-~~Funded~~period ~~Warrants~~financial ~~had a nominal~~statements. ~~exercise~~For ~~price~~the ofyear ~~$0.15(1). Each~~ended ~~share~~December of31, ~~common stock was sold at an offering price of $2~~2025,~~250(1),~~ ~~and~~the ~~each Pre-Funded~~Company ~~Warrant~~recognized ~~was~~a ~~sold~~total ~~at an offering price~~ of $~~2,249.85(~~1).4 ~~The~~million ~~Pre-Funded~~related ~~Warrants~~to ~~are~~costs ~~classified as a component of~~originally ~~permanent~~capitalized ~~stockholders’ equity within additional paid-~~in ~~capital~~2024 and ~~were~~$1.2 ~~recorded~~million atrelated ~~the~~to ~~issuance~~costs ~~date~~capitalized ~~concluding~~during the ~~purchase price~~first ~~approximated~~two ~~the~~quarters ~~fair~~of ~~value.~~2025 ~~The~~as ~~offering~~research ~~closed~~and ondevelopment ~~December 12, 2023. The Company received net proceeds of approximately $4.5 million,~~expense ~~after~~resulting ~~deducting~~from ~~the~~this ~~estimated offering expenses payable by the Company, including the placement agent fees~~change.

~~At the Market Equity Financing~~ F-19

OnEstimated ~~May~~amortization ~~31,~~expense ~~2023,~~for ~~the~~all ~~Company entered into an ATM~~intangible ~~Sales~~assets ~~Agreement~~subject ~~with Virtu Americas LLC (the “ATM Sales Agreement”), under which the Company may, from time~~ to ~~time,~~amortization ~~sell shares of the Company’s common stock at market prices by methods deemed to be an “at-the-market offering” as defined~~ in ~~Rule 415 promulgated~~future ~~under~~years ~~the Securities Act of 1933, as amended. The ATM Sales Agreement and related prospectus~~ is ~~limited~~expected to sales of up to an aggregate maximum $8.8 million of shares of the Company’s common stock. The Company pays Virtu Americas LLC up to 3.0% of the gross proceeds as a commission. As of December 31, 2024, a total of 4,524(1) shares of common stock were sold through Virtu Americas LLC under the ATM Sales Agreement. As of December 31, 2024, the Company has received net proceeds of $8,597,957 after payment of commission fees of $175,468 and other related expenses of $60,465.be:

Private Placement Offering

Years ended December 31,	Amortization
2026	$	33,772
2027		33,772
2028		33,772
2029		33,772
Thereafter		331,135
Total	$	466,223

On November 12, 2024, the Company entered into a Securities Purchase Agreement (“SPA”) with certain investors pursuant to which we sold, in a private placement, senior notes with an aggregate principal amount of $4,375,000 (the “Notes”), and received proceeds before expenses of $3,500,0007. ~~The~~Capital Notes matured on February 12, 2025, with 20% interest rate. As consideration for entering into the SPA, we issued a total of 2,701(1) shares of common stock of the Company to the Purchasers on November 13, 2024. The common stock and the Notes were recorded at the relative fair values in accordance with ASC 470-20-25-2. The placement agent fee and other offering expenses were allocated based on the aforementioned fair values as a reduction to the carrying amount of the debt and a reduction of the equity in accordance with ASC 505-10. The amortization of the debt discount and issuance costs was recorded in interest income (expense) on the consolidated statement of operations. As of December 31, 2024, the Notes were paid in full.Structure

~~(1)~~Common All information has been retroactively adjusted to reflect the 1-for-100 reverse stock split effected on July 3, 2024 and the 1-for-150 reverse stock split effected on February 18, 2025. See Note 7, Capital Structure for details.Stock

~~F-20~~As of December 31, 2025 and 2024, the Company is authorized to issue 400,000,000 and 200,000,000 shares of common stock, respectively, with a par value of $0.00001 per share. As of December 31, 2025 and 2024, the Company had 7,974,380 and 199,110 shares of common stock issued and outstanding, respectively. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future.

~~Common~~Preferred Stock ~~Warrants~~

~~As a~~In ~~part~~October of2021, the ~~securities~~Company ~~purchase~~amended ~~agreement~~its onCertificate of ~~December~~Incorporation ~~20,~~and ~~2024,~~revised the ~~following~~number ~~warrants were issued, all~~ of ~~which~~preferred ~~contain~~stock ~~standard~~shares ~~anti-dilution protections~~authorized infor ~~the~~issuance ~~event~~to ~~of subsequent rights offerings~~10, ~~stock splits~~000,000 ~~stock~~shares ~~dividends~~at ora ~~other~~par ~~extraordinary~~value ~~dividends,~~of ~~or other similar~~$0.00001. ~~changes~~As inof ~~the~~December ~~Company’s~~31, ~~common~~2025 ~~stock~~and orDecember ~~capital~~31, ~~structure~~2024, ~~and~~there ~~none~~were ofno ~~which~~shares ~~have~~of ~~any~~preferred ~~participating~~stock ~~rights~~issued ~~for~~and ~~any losses(2):~~ outstanding.

Securities into which warrants are convertible	Warrants outstanding		Exercise Price		Expiration Date	Fair value
Series A		82,816	$	301.88	January 2030	$	5,268,691
Series B		82,816	$	301.88	July 2027		17,075,456
Total		165,632				$	22,344,147

Reverse Stock Split

~~The~~On June 25, 2024, the Company’s ~~used~~stockholders voted to authorize the ~~following~~Company’s ~~assumptions:~~Board of Directors to effect a reverse stock split of the outstanding shares of common stock within a range of 1-for-5 to 1-for-100. On June 25, 2024, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-100 ratio, which reverse split became effective in the market on July 5, 2024.

	Series A Warrants			Series B Warrants
Fair value of underlying securities	$	0.4689		$	0.4689
Expected volatility		159.8	%		159.8	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		4.28	%		4.28	%

On January 30, 2025, the Company’s stockholders voted to authorize the Company’s Board of Directors to effect a reverse stock split of the outstanding shares of common stock within a range of 1-for-5 to 1-for-150. On January 30, 2025, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-150 ratio, which reverse split became effective in the market on February 18, 2025.

The Company’s ~~subsequently~~primary ~~remeasures~~reasons ~~the fair value of~~for effecting the ~~Warrants~~reverse ~~each~~stock ~~reporting~~splits ~~period~~was asto ~~long~~increase as the ~~Warrants~~per ~~remains~~share ~~classified~~price asof aour ~~liability~~common ~~with~~stock ~~changes~~to inmeet ~~the fair value reported~~Nasdaq’s ~~under~~minimum ~~other~~bid ~~income~~price ~~(expense)~~requirement for oncontinued ~~the~~listing ~~consolidated~~on ~~statements of operations~~Nasdaq.

~~The~~Common ~~following~~Stock warrants were outstanding as of December 31, 2024, all of which contain standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, and none of which have any participating rights for any losses:Offerings

Securities into which warrants are convertible	Warrants outstanding		Exercise Price		Expiration Date	Fair value
Common stock (Initial Public Offering)(1)		9	$	40,650	October 2026	$	170,397
Common stock (Private Placement)(1)		426	$	140,625	April 2027		6,071,114
Common stock (Series A)(2)		277,778	$	90	January 2030		6,581,789
Common stock (Series B)(2)		82,816	$	301.88	July 2027		21,122,138
Total		361,029				$	33,945,438

On June 27, 2025, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue, in a registered direct offering, 313,564 shares of its common stock, par value $0.00001 per share at a purchase price of $7.50 per share and 1,979,769 pre-funded warrants to purchase shares of Common Stock, at a purchase price of $ of $7.49999 per Pre-Funded Warrant. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on June 30, 2025. The Company received net proceeds of approximately $13.7 million from the offering, after deducting the estimated offering expenses payable by the Company of $1.3 million, including the placement agent fees.

~~The~~On ~~Company~~June ~~accounts~~26, ~~for~~2025, ~~warrants~~the inCompany ~~accordance~~entered ~~with~~into ~~ASC~~a ~~480, Distinguishing~~securities ~~Liabilities~~purchase ~~from~~agreement ~~Equity,~~pursuant ~~depending~~to onwhich the ~~specific~~Company ~~terms~~agreed ofto ~~the~~sell ~~warrant~~and ~~agreement.~~issue, ~~The~~in ~~Company determined~~a ~~the~~registered ~~fair~~direct ~~value~~offering, 192,496 shares of ~~the~~its common ~~Initial~~stock, ~~Public~~par ~~Offering~~value ~~and~~$0.00001 ~~Private~~per ~~Placement~~share ~~warrants using~~at ~~the~~a ~~Black-Scholes~~purchase ~~pricing~~price ~~model~~of $5.01 per share and ~~treated~~2,801,516 ~~the~~pre-funded ~~valuation~~warrants asto ~~equity~~purchase shares of Common ~~instruments~~Stock, inat ~~consideration~~a ofpurchase ~~the~~price ~~cashless~~of ~~settlement~~$ ~~provisions~~of in$5.00999 ~~the~~per ~~warrant~~pre-funded ~~agreements~~warrant. The ~~warrants~~Pre-Funded Warrants are ~~not~~classified ~~marked-to-market~~as ~~each~~a component of permanent ~~reporting~~stockholders’ ~~period,~~equity ~~and~~within ~~thus~~additional ~~there~~paid-in iscapital noand ~~impact~~were torecorded ~~earnings.~~at ~~Any~~the ~~future~~issuance ~~exercises~~date ofconcluding the ~~warrants~~purchase ~~will~~price beapproximated the ~~recorded~~fair asvalue. ~~cash~~The offering closed on June 27, 2025. The Company received ~~and recorded~~net inproceeds ~~cash~~of approximately $15.9 million from the offering, after ~~with~~deducting athe ~~corresponding~~estimated ~~increase~~offering toexpenses ~~common~~payable ~~stock~~by ~~and~~the ~~additional~~Company ~~paid-in~~of ~~capital~~$1.3 inmillion, ~~stockholders’~~including ~~equity~~the placement agent fees.

~~The Company used the following assumptions:~~F-20

	Initial Public Offering Warrants			Private Placement Warrants
Fair value of underlying securities	$	2.88		$	1.37
Expected volatility		51.0	%		45.0	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		1.13	%		2.92	%

On December 30, 2024, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue, in a registered direct offering, 44,333 shares of its common stock, par value $0.00001 per share at a purchase price of $90 per share and 55,667 pre-funded warrants to purchase shares of Common Stock, at a purchase price of $89.985 per Pre-Funded Warrant. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The offering closed on December 31, 2024. The Company received net proceeds of approximately $8.1 million from the Offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

On December 20, 2024, the Company entered into a securities purchase agreement for the sale and issuance of (1i) ~~All~~20,507 ~~information~~units ~~has~~at ~~been~~a ~~retroactively~~public ~~adjusted~~offering price per Unit of $241.50 with each Unit consisting of one share of common stock, par value $0.00001 per share, one Series A warrant to ~~reflect~~purchase ~~the~~one 1share of Common Stock at an exercise price of $301.875 per share and one Series B warrant to purchase one share of Common Stock at an exercise price of $301.875) and (ii) 62,309 pre-~~for~~funded units at a public offering price of $241.485 per Pre-~~100~~Funded ~~reverse~~Unit, ~~stock~~with ~~split~~each ~~effected~~Pre-Funded onUnit ~~July~~consisting 3of one pre-funded warrant exercisable for one share of Common Stock at an exercise price of $0.015 per share, ~~2024~~one Series A Warrant and ~~the~~one 1Series B Warrant. The Pre-~~for~~Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-~~150~~in ~~reverse~~capital and ~~stock~~were ~~split~~recorded ~~effected~~at the issuance date concluding the purchase price approximated the fair value. The offering closed on ~~February~~December 1823, ~~2025~~ 2024. ~~See~~The ~~Note~~net 7proceeds to the Company from the Offering were approximately $18.2 million, ~~Capital~~after ~~Structure~~deducting ~~for~~placement ~~details~~agent’s fees and the payment of other estimated offering expenses associated with the offering that are payable by the Company.

(At issuance, the aggregate fair value of the warrant liabilities exceeded the net proceeds received in the transaction. The Company needed the net proceeds in order to continue to run operations. Accordingly, the Company recognized a loss on issuance of warrants of approximately $2).3 ~~All~~million ~~information~~in ~~has~~its consolidated ~~been~~statement ~~retroactively~~of ~~adjusted~~operations for the year ended December 31, 2024. This amount reflects the excess of the fair value of the warrant liabilities over the residual proceeds allocable to ~~reflect~~the other securities issued in the 1transaction. Subsequently, the warrant liabilities will continue to be remeasured at fair value through earnings until they are exercised, expire, or are otherwise settled. After shareholder approval on January 30, 2025, the strike price and the number of equity shares are now fixed. Therefore, in accordance with ASC 815-~~for~~40-~~150~~35-8, ~~reverse~~Derivatives ~~stock~~and ~~split~~Hedging ~~effected~~Reclassification onof ~~February~~Contracts, 18the Series A warrants were re-measured utilizing the Black Scholes model and reclassified into equity. The Series A warrants are included in equity in the consolidated balance sheet as of December 31, 2025. ~~See~~The ~~Note~~Series 7B warrants were re-measured utilizing the Black Scholes model immediately before exercise and were fully exercised in February 2025. In addition, ~~Capital~~approximately ~~Structure~~$1.7 ~~for~~million ~~details~~of offering-related issuance costs attributable to the warrant liabilities were recorded as expense in the period.

FOn April 23, 2024, the Company entered into an underwritten Agreement with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the Company’s underwriter on a firm commitment basis in connection with the sale by the Company of an aggregate of 3,333 shares of common stock in a public offering, which included: (i) 1,320 shares of common stock, and (ii) pre-21funded warrants to purchase 2,013 shares of common stock. The Pre-Funded Warrants had a nominal exercise price of $0.15. Each share of common stock was sold at an offering price of $1,500, and each Pre-Funded Warrant was sold at an offering price of $1,499.85. The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date concluding the purchase price approximated the fair value. The Company determined the fair value of the Series A and Series B warrants using the Monte Carlo pricing model and treated the valuation as a liability in consideration of the variable number of the issuer’s equity shares in the warrant agreements. The offering closed on April 25, 2024. On May 3 2024, the Company closed on the sale of an additional 136 shares of common stock, upon exercise by the underwriter of the over-allotment option. The Company received net proceeds of approximately $4.6 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

~~The~~At ~~Company~~the ~~accounts~~Market ~~for warrants in accordance with ASC 480, Distinguishing Liabilities from~~ Equity, ~~depending~~Financing on the specific terms of the warrant agreement. In accordance with ASC 470-20, Debt, the Company allocated the proceeds of the deal based on the relative fair values for the Series A and Series B warrants. The Company determined the fair value of the warrants using the Monte Carlo pricing model and treated the valuation as a liability in consideration of the variable number of the issuer’s equity shares in the warrant agreements.

On September 5, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Agent”), under which the Company ~~used~~may, from time to time, sell shares of the ~~following~~Company’s ~~assumptions:~~common stock having an aggregate offering price of up to $100,000,000 in “at the market” offerings through or to the Agent, as sales agent or principal. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. As of December 31, 2025, a total of 935,114 shares of common stock were sold through Aegis Capital Corp. under the Sales Agreement. As of December 31, 2025, the Company has received net proceeds of $5,472,691 after payment of commission fees of $173,341 and other related expenses of $131,990.

	Series A Warrants			Series B Warrants
Fair value of underlying securities	$	0.85		$	0.85
Expected volatility		161.78	%		161.78	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		4.29	%		4.29	%

F-21

~~The~~Private ~~following~~Placement warrants were outstanding as of December 31, 2023, all of which contain standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, and none of which have any participating rights for any losses(1):Offering

Securities into which warrants are convertible	Warrants outstanding		Exercise Price		Expiration Date	Fair value
Common stock (Initial Public Offering)		9	$	140,625	October 2026	$	170,397
Common stock (Private Placement)		473	$	40,650	April 2027		6,745,681
Total		482				$	6,916,078

On November 12, 2024, the Company entered into a Securities Purchase Agreement (“SPA”) with certain investors pursuant to which we sold, in a private placement, senior notes with an aggregate principal amount of $4,375,000 (the “Notes”), and received proceeds before expenses of $3,500,000. The Notes matured on February 12, 2025, with 20% interest rate. As consideration for entering into the SPA, we issued a total of 2,701 shares of common stock of the Company to the Purchasers on November 13, 2024. The common stock and the Notes were recorded at the relative fair values in accordance with ASC 470-20-25-2. The placement agent fee and other offering expenses were allocated based on the aforementioned fair values as a reduction to the carrying amount of the debt and a reduction of the equity in accordance with ASC 505-10. The amortization of the debt discount and issuance costs was recorded in interest income (expense) on the consolidated statement of operations. As of December 31, 2024, the Notes were paid in full.

~~8. Net Loss Per Share Attributable to~~ Common ~~Stockholders~~Stock Warrants

The ~~Company~~following ~~declared~~warrants ~~a 10%~~were ~~stock~~outstanding ~~dividend~~as ~~that~~of December ~~was~~31, ~~distributed~~ 2025, each of which is exercisable on ~~October~~a ~~30,~~one-for-one ~~2023~~basis tofor ~~shareholders~~shares of ~~record~~the onCompany’s ~~October~~common 23stock (i.e., ~~2023~~one warrant for one share). InAll ~~accordance~~warrants ~~with~~contain ~~ASC~~standard ~~260,~~anti-dilution ~~basic~~protections ~~and~~in ~~diluted~~the ~~earnings~~event ~~per~~of ~~shares~~subsequent ~~amounts~~rights offerings, stock splits, stock ~~and~~dividends ~~weighted-average~~or ~~shares~~other ~~outstanding~~extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, and none of which have ~~been~~any ~~restated~~participating rights for ~~all~~any ~~periods~~losses. ~~presented~~All toSeries ~~reflect~~B warrants, which were issued as a part of the ~~effect~~December 20, 2024 public offering, were fully exercised as of ~~these~~February ~~stock~~11, ~~dividends~~2025 utilizing the cashless exercise provision in the warrant agreement. ~~The~~In addition, ~~following~~on ~~table~~March ~~summarizes~~31, 2025, the ~~computation~~Company ofreclassified ~~basic~~the ~~and~~Series ~~diluted~~A ~~loss~~warrants ~~per~~from ~~share:~~liability to equity upon determining that the warrants no longer required liability classification.

	Years Ended December 31,
Securities into which warrants are convertible	Warrants outstanding			Exercise Price			Expiration Date	Fair value
	2024			2023
Common stock (Initial Public Offering)		9		$	40,650		October 2026	$	170,397
Net loss attributable to common stockholders	$	(29,252,284	)	$	(22,811,230	)
Common stock (Private Placement)		426		$	140,625		April 2027		6,071,114
Basic and diluted weighted average common shares outstanding(1)		13,221			3,494
Common stock (Series A)		517,598		$	48.30		January 2030		7,634,428
Loss per share:
Total		518,033						$	13,875,939
Basic and diluted	$	(2,212.56	)	$	(6,528.92	)

~~Basic~~The ~~loss~~following ~~per~~warrants ~~share~~were isoutstanding ~~based~~as ~~upon~~of December ~~the~~31, ~~weighted average~~2024, ~~number~~all of ~~shares~~which ofcontain ~~common~~standard ~~stock~~anti-dilution ~~outstanding~~protections ~~during~~in the ~~period.~~event ~~Diluted~~of ~~loss~~subsequent ~~per~~rights ~~share~~offerings, ~~would~~stock ~~include the effect of unvested restricted~~splits, stock ~~awards~~dividends ~~and~~or ~~the~~other ~~convertible~~extraordinary ~~preferred stock; however~~dividends, ~~such~~or ~~items~~other ~~were~~similar ~~not~~changes ~~considered~~ in the ~~calculation~~Company’s ofcommon ~~the~~stock ~~diluted~~or ~~weighted~~capital ~~average~~structure, and ~~common~~none ~~shares~~of ~~outstanding~~which ~~since~~have ~~they~~any ~~would~~participating berights ~~anti-dilutive.~~for any losses:

Securities into which warrants are convertible	Warrants outstanding		Exercise Price		Expiration Date	Fair value
Common stock (Initial Public Offering)		9	$	40,650	October 2026	$	170,397
Common stock (Private Placement)		426	$	140,625	April 2027		6,071,114
Common stock (Series A)		277,778	$	90	January 2030		6,581,789
Common stock (Series B)		82,816	$	301.875	July 2027		21,122,138
Total		361,029				$	33,945,438

FThe Company accounts for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the specific terms of the warrant agreement. The Company determined the fair value of the Initial Public Offering and Private Placement warrants using the Black-22Scholes pricing model and treated the valuation as equity instruments in consideration of the cashless settlement provisions in the warrant agreements. The warrants are not marked-to-market each reporting period, and thus there is no impact to earnings. Any future exercises of the warrants will be recorded as cash received and recorded in cash, with a corresponding increase to common stock and additional paid-in capital in stockholders’ equity.

~~9. Stock~~F-~~based Compensation Expense~~22

~~Stock-Based~~The ~~Compensation~~Company used the following assumptions for December 31, 2025 and 2024:

The Company uses stock-based compensation, including restricted stock units, to provide long-term performance incentives for its employees and board directors. The Company measures employee and director stock-based compensation awards based on the award’s estimated fair value on the date of grant. Forfeitures are recognized as they occur. Expense associated with these awards is recognized using the straight-line attribution method over the requisite service period for stock options, restricted stock units (“RSUs”) and restricted stock and is reported in our consolidated statements of stockholders’ equity.

	Initial Public Offering Warrants (Oct 2021)			Private Placement Warrants (Apr 2022)
Fair value of underlying securities	$	2.88		$	1.37
Expected volatility		51.0	%		45.0	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		1.13	%		2.92	%

~~The~~Under ~~fair~~ASC ~~value of the Company’s stock options is estimated using the Black~~815-~~Scholes option~~40-~~pricing~~35-8, ~~model.~~Derivatives and ~~The~~Hedging ~~resulting~~Reclassification ~~fair~~of ~~value~~Contracts, isshareholder ~~recognized~~approval on aJanuary ~~straight-line~~30, ~~basis~~2025, ~~over~~initiated the ~~period during~~price ~~which~~reset anperiod, ~~employee~~resulting in isa ~~required~~fixed toexercise ~~provide~~price ~~service in exchange~~ for the ~~award~~warrants. ~~The~~As ~~Company~~such, ~~has~~the ~~elected~~Series toA ~~recognize~~warrants ~~forfeitures~~were ~~as they~~reclassified ~~occur.~~to ~~Stock~~equity ~~options~~and ~~generally~~remeasured ~~vest~~utilizing ~~over~~the Black ~~four~~Scholes ~~years~~model ~~and~~with ~~have~~the afollowing ~~contractual term of ten years.~~assumptions:

Determining the grant date fair value of options requires management to make assumptions and judgments. These estimates involve inherent uncertainties and if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

	Series A Warrants
Fair value of underlying securities	$	14.75
Expected volatility		183.38	%
Expected term (in years)		4.96
Risk-free interest rate		4.30	%

The ~~assumptions~~fair ~~and~~value ~~estimates~~of ~~for~~the ~~valuing~~Series ~~stock~~B warrants were re-measured ~~options~~prior ~~are~~to asexercise ~~follows~~using the Black-Scholes model, now that the exercise price has been fixed, based on the following assumptions:

● Fair value per share of Company’s common stock. Because there was no public market for Cyngn’s common stock prior to the IPO, its Board of Directors, with the assistance of a third-party valuation specialist, determined the common stock fair value at the time of the grant of stock options by considering a number of objective and subjective factors, including its actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the company, and the likelihood of achieving a liquidity event among other factors. Since the Company’s common stock began publicly trading on the Nasdaq, the value of its common stock underlying stock options or RSUs have been valued based on prevailing market prices.

	Series B Warrants
Fair value of underlying securities	$	6.01 – 32.19
Expected volatility		162.99 – 190.53	%
Expected term (in years)		2.46 – 2.49
Risk-free interest rate		4.18 – 4.30	%

●The ~~Expected~~Company ~~volatility.~~accounts ~~Because~~for warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, depending on the ~~Company’s~~specific ~~common~~terms ~~stock~~of ~~had~~the nowarrant ~~publicly~~agreement. ~~traded~~The ~~history~~Company allocated ~~prior~~the toproceeds of the ~~IPO,~~deal itbased ~~estimated~~on the ~~expected~~fair ~~volatility~~values ~~using~~for athe ~~combination~~Series A and Series B warrants. The Company determined the fair value of ~~its~~the ~~stock~~warrants ~~price~~using ~~volatility~~the Monte Carlo pricing model and treated the ~~stock~~valuation ~~price~~as ~~volatility~~a liability in consideration of ~~peer~~the ~~companies,~~variable ~~for~~number aof the ~~period~~issuer’s ~~equal~~equity toshares in the ~~expected~~warrant ~~term~~agreements offor the ~~options~~year-ended December 31, 2024.

~~● Expected term.~~ The ~~expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. The~~ Company ~~estimates~~used the ~~expected~~following ~~term of options granted based upon the “simplified method” provided under Staff Accounting Bulletin, Topic 14, or SAB Topic 14.~~assumptions:

● Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards.

	Series A Warrants			Series B Warrants
Fair value of underlying securities	$	0.85		$	0.85
Expected volatility		161.78	%		161.78	%
Expected term (in years)		5.0			5.0
Risk-free interest rate		4.29	%		4.29	%

~~● Estimated dividend yield. The estimated dividend yield is zero, as the Company does not currently intend to declare dividends in the foreseeable future.~~F-23

~~Equity~~8. ~~Incentive~~Net ~~Plans~~Loss Per Share Attributable to Common Stockholders

In ~~February~~accordance ~~2013,~~with ~~the~~ASC ~~Company’s~~260, ~~Board~~basic ofand diluted ~~Directors~~earnings ~~adopted~~per ~~the~~shares ~~2013~~amounts, ~~Equity~~and ~~Incentive~~weighted-average ~~Plan~~shares ~~(“2013~~outstanding ~~Plan”).~~have ~~The~~been ~~2013~~restated ~~Plan~~for ~~authorizes~~all ~~the~~periods ~~award~~presented ofto ~~stock~~reflect ~~options,~~the ~~stock~~effect ~~appreciation~~of ~~rights,~~these ~~restricted~~ stock ~~awards,~~dividends. ~~stock~~The ~~appreciation~~following ~~rights,~~table ~~RSUs,~~summarizes ~~performance~~the ~~awards,~~computation ~~and~~of ~~other~~basic ~~stock~~and ordiluted ~~cash~~loss ~~awards.~~per share:

In October 2021, the Company’s Board of Directors adopted the Cyngn Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan replaces the 2013 Plan. However, awards outstanding under the 2013 Plan will continue to be governed by their existing terms.

	Years Ended December 31,
	2025			2024 Restated
Net loss attributable to common stockholders	$	(23,469,273	)	$	(33,335,579	)

Basic and diluted weighted average common shares outstanding		4,540,481			13,221

Loss per share:
Basic and diluted	$	(5.17	)	$	(2,521.41	)

FBasic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the effect of unvested restricted stock awards and the convertible preferred stock; however, such items were not considered in the calculation of the diluted weighted average common shares outstanding since they would be anti-23dilutive.

InUnless ~~November~~otherwise ~~2023,~~expressly ~~the~~provided ~~shareholders~~in ofthis ~~the Company~~Annual ~~approved~~Report, anall ~~amendment~~historical toper ~~the~~share ~~Company’s~~data, ~~2021 Equity Incentive Plan to increase the~~ number of shares ~~authorized~~issued ~~for~~and ~~issuance~~outstanding, bystock ~~334(1) shares~~awards, ofand other common stock. Inequivalents ~~June~~set ~~2024,~~forth herein ~~the~~relating ~~shareholders~~to ofour ~~the~~common ~~Company~~stock ~~approved~~have anbeen ~~amendment~~adjusted to ~~allow~~give aneffect ~~annual increase~~ to ~~the~~a ~~2021~~reverse ~~Plan equal~~stock tosplit ~~the least~~ of ~~(i)~~our ~~15% of the outstanding~~ common stock onin a ~~fully~~ratio ~~diluted basis as~~ of ~~the end of the Company’s immediately~~1-for-100 ~~preceding~~effected ~~fiscal~~on ~~year~~July 3, or2024 ~~(ii)~~and ~~such~~1-for-150 ~~lesser~~effected ~~amount~~on asFebruary ~~determined~~18, ~~by the Board~~2025.

~~As of December 31, 2024 and December 31, 2023, approximately 614(1) and 44(1) shares of common stock were reserved and available for issuance under the 2021 Plan, respectively~~9. ~~Options issued under the Plans generally vest~~ Stock-based ~~on continuous service provided by the option holder over a four-year period.~~ Compensation ~~expense~~ ~~related to these options is recognized on a straight-line basis over the four-year period based upon the fair value at the grant date.~~Expense

~~The~~Stock-Based following table summarizes information about the Company’s stock options outstanding as well as stock options vested and exercisable as of December 31, 2024, and activity during the year end then ended: Compensation

	Shares			Weighted- average exercise price		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
Outstanding as of December 31, 2023		175,063		$	104.24		7.37	$	42,530
Granted		7,566			10.14
Exercised		-			-				600
Cancelled/forfeited		(20,229	)		128.30
Outstanding as of December 31, 2024		162,400		$	96.89		6.31	$	-
Vested and expected to vest at December 31, 2024		162,400		$	96.89		6.31	$	-
Vested and exercisable at December 31, 2024		110,081		$	96.63		5.43	$	-

The ~~following~~fair ~~table~~value ~~summarizes~~of ~~information about~~ the Company’s ~~RSUs~~stock asoptions is ofestimated ~~December~~using ~~31,~~the ~~2024,~~Black-Scholes ~~and~~option-pricing ~~activity~~model. The resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the ~~year~~award. ~~then~~The ~~ended:~~Company has elected to recognize forfeitures as they occur. Stock options generally vest over four years and have a contractual term of ten years.

	Shares			Weighted- average grant date fair value
Unvested shares at December 31, 2023		1,764		$	278.33
RSUs granted		2,160			11.18
RSUs vested		(1,566	)		243.72
RSUs forfeited		-			-
Unvested Shares at December 31, 2024		2,358		$	56.59

The ~~fair~~assumptions ~~value of a stock option is estimated using the Black-Scholes option-pricing model that takes into account as of the grant date the exercise price~~ and ~~expected~~estimates ~~life~~for ofvaluing ~~the option, the current price of the underlying~~ stock ~~and its expected volatility, expected dividends on the stock, and the risk-free interest~~ ~~rate~~options for the expected term of the option. The Company has used the simplified method in calculating the expected term of all option grants based on the vesting period and contractual term. Compensation costs related to share-based payment transactions are ~~recognized~~as ~~in the financial statements upon satisfaction of the requisite service or vesting requirements.~~follows:

~~The~~● ~~weighted~~Fair ~~average~~value per share ~~grant~~of Company’s common stock. Because there was no public market for Cyngn’s common stock prior to the IPO, its Board of Directors, with the assistance of a third-~~date~~party valuation specialist, determined the common stock fair value at the time of the grant of stock options ~~granted~~by ~~during~~considering ~~the~~a ~~year~~number ~~ended~~of ~~December~~objective 31and subjective factors, ~~2024~~including its actual operating and ~~2023~~financial ~~was~~performance, ~~$5.59~~market conditions and ~~$36~~performance of comparable publicly traded companies, developments and milestones in the company, and the likelihood of achieving a liquidity event among other factors.24 Since the Company’s common stock began publicly trading on the Nasdaq, ~~respectively~~the value of its common stock underlying stock options or RSUs have been valued based on prevailing market prices.

~~The following weighted average assumptions were used in estimating the grant date fair values in December 31, 2024 and 2023:~~F-24

	December 31,
	2024			2023
Fair value of common stock	$	10.14		$	36.24
Expected term (in years)		6.02			6.02
Risk-free rate		3.96	%		4.03	%
Expected volatility		54.76	%		52.85	%
Dividend yield		0	%		0	%

●

Expected volatility. Because the Company’s common stock had no publicly traded history prior to the IPO, it estimated the expected volatility using a combination of its stock price volatility and the stock price volatility of peer companies, for a period equal to the expected term of the options.

~~(1)~~● ~~All~~Expected ~~information~~term. ~~has~~The ~~been~~expected ~~retroactively~~term ~~adjusted~~of toemployee ~~reflect~~stock options represents the 1weighted-~~for-100~~average ~~reverse~~period that the stock ~~split~~options ~~effected~~are onexpected ~~July~~to 3,remain ~~2024~~outstanding. ~~and~~The Company estimates the ~~1-for-150~~expected ~~reverse~~term ~~stock~~of ~~split~~options ~~effected~~granted onbased ~~February~~upon ~~18,~~the ~~2025.~~“simplified ~~See~~method” ~~Note~~provided 7under Staff Accounting Bulletin, ~~Capital~~Topic ~~Structure~~14, ~~for~~or ~~details~~SAB Topic 14.

F● Risk-24free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards.

We● ~~recorded~~Estimated ~~stock-based~~dividend ~~compensation~~yield. ~~expense~~The ~~from stock~~estimated ~~options~~dividend ~~and~~yield ~~RSUs~~is ofzero, ~~approximately~~as ~~$2,449,191~~the ~~and~~Company ~~$3,208,103,~~does ~~during~~not ~~the~~currently ~~years~~intend ~~ended~~to ~~December~~declare ~~31,~~dividends ~~2024~~in ~~and~~the ~~2023,~~foreseeable ~~respectively~~future.

AsEquity ofIncentive December 31, 2024, total stock-based compensation cost related to outstanding unvested stock options that are expected to vest was approximately $3.45 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.05 years. Income tax benefits recognized from stock-based compensation expense recognized for the year ended December 31, 2023 were immaterial due to cumulative losses and valuation allowances.Plans

10In February 2013, the Company’s Board of Directors adopted the 2013 Equity Incentive Plan (“2013 Plan”). ~~Retirement~~The ~~Savings~~2013 Plan authorizes the award of stock options, stock appreciation rights, restricted stock awards, stock appreciation rights, RSUs, performance awards, and other stock or cash awards.

~~Effective~~In ~~November~~October 172021, ~~2017,~~ the Company’s ~~established~~Board of Directors adopted the Cyngn Inc. ~~401(k)~~2021 ~~Plan~~Equity ~~for~~Incentive ~~the~~Plan ~~exclusive benefit of all eligible employees and their beneficiaries with~~ (the ~~intention~~“2021 ~~to provide a measure of retirement security for the future~~Plan”). ~~This~~The ~~plan~~2021 isPlan ~~subject~~replaces to the ~~provisions~~2013 ofPlan. ~~the Employee Retirement Income Security Act of~~However, ~~1974~~awards ~~(ERISA)~~outstanding ~~and qualifies~~ under ~~Section 401(k) of~~ the ~~Internal~~2013 ~~Revenue~~Plan ~~Code.~~will ~~The~~continue ~~Company~~to ~~did~~be ~~not~~governed ~~offer~~by ~~and~~their ~~has~~existing ~~not provided a company match for its 401(k) Plan~~terms.

11In November 2023, the shareholders of the Company approved an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares authorized for issuance by 334 shares of common stock. ~~Income~~In ~~Taxes~~June 2024, the shareholders of the Company approved an amendment to allow an annual increase to the 2021 Plan equal to the least of (i) 15% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, or (ii) such lesser amount as determined by the Board. In December 2025, the shareholders of the Company approved an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares authorized for issuance by 4,000,000 shares of common stock.

~~Domestic~~As of December 31, 2025 and ~~international~~December ~~pre-tax~~31, ~~loss~~2024, approximately ~~consists~~55,770 and 614 shares of common stock were reserved and available for issuance under the ~~following:~~2021 Plan, respectively. Options issued under the Plans generally vest based on continuous service provided by the option holder over a four-year period. Compensation expense related to these options is recognized on a straight-line basis over the four-year period based upon the fair value at the grant date.

	December 31,
	2024			2023
United States		(29,252,284	)		(22,812,381	)
International		-			1,150
Loss before income taxes		(29,252,284	)		(22,811,231	)

The following table summarizes information about the Company’s stock options outstanding as well as stock options vested and exercisable as of December 31, 2025, and activity during the year end then ended:

For the years ended December 31, 2024 and 2023, income tax expense attributable to operations is immaterial.

	Shares			Weighted- average exercise price		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
Outstanding as of December 31, 2024		1,151		$	14,665.36		7.37	$	-
Granted		-			-				-
Exercised		-			-				-
Cancelled/forfeited		(227	)		19,438.45
Outstanding as of December 31, 2025		924		$	13,475.78		4.41	$	-
Vested and expected to vest at December 31, 2025		924		$	13,475.78		4.41	$	-
Vested and exercisable at December 31, 2025		764		$	13,264.58		3.95	$	-

Income tax expense differed from the amount computed by applying the federal statutory income tax rate of 21% to pretax income for the years ended December 31, 2024 and 2023 as a result of the following:F-25

	December 31,
	2024			2023
Federal tax at statutory rate	$	(6,142,980	)	$	(4,790,600	)
State income taxes		(218,456	)		(815,249	)
Stock based compensation		180,319			276,371
Foreign taxes		-			-
Tax credits		(1,039,015	)		(1,071,338	)
Nondeductible items		26,970			(142,058	)
Valuation allowance		5,327,801			5,517,860
Deferred true up		1,165,581			1,320,182
Rate change		717,809			(247,773	)
Other items		(18,029	)		(47,395	)
Total	$	-		$	-

The following table summarizes information about the Company’s RSUs as of December 31, 2025, and activity during the year then ended:

F-25

	Shares			Weighted- average grant date fair value
Unvested shares at December 31, 2024		20		$	21,957.75
RSUs granted		-			-
RSUs vested		(20	)		(21,957.75	)
RSUs forfeited		-			-
Unvested Shares at December 31, 2025		-		$	-

~~Deferred~~The ~~income~~fair ~~taxes~~value ~~reflect~~of a stock option is estimated using the ~~net~~Black-Scholes ~~tax~~option-pricing ~~effects~~model that takes into account as of ~~temporary~~the ~~differences~~grant date the exercise price and expected life of the ~~between~~option, the ~~carrying~~current ~~amount~~price of ~~assets~~the underlying stock and ~~liabilities~~its ~~for~~expected ~~financial~~volatility, ~~reporting~~expected ~~purposes~~dividends on the stock, and the ~~amounts~~risk-free interest rate for ~~income~~the ~~tax~~expected ~~purposes~~term of the option. ~~Significant components~~The ofCompany ~~our~~has ~~deferred~~used ~~tax~~the ~~assets~~simplified ~~and~~method ~~liabilities~~in ascalculating the expected term of ~~December 31,~~all ~~2024~~option grants based on the vesting period and ~~2023~~contractual term. Compensation costs related to share-based payment transactions are asrecognized ~~following:~~in the financial statements upon satisfaction of the requisite service or vesting requirements.

	December 31,
	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	36,178,997		$	32,935,845
Research and development credits		7,006,591			5,938,775
Intangibles		880,481			1,192,900
Fixed assets		(181,103	)		67,200
Stock based compensation		452,339			410,323
Accruals and reserves		281,367			146,482
Deferred revenue		21,751			-
Lease liability		69,025			245,790
Capitalized research costs		5,280,797			3,905,973
Other		8,639			6,876
Gross deferred tax assets		49,998,884			44,850,164
Valuation allowance		(49,934,084	)		(44,606,284	)
Total deferred tax assets		64,800			243,880
Deferred tax liabilities:
Right of use asset		(64,800	)		(243,880	)
Deferred project costs		-			-
Total deferred tax liabilities		(64,800	)		(243,880	)
Net deferred tax assets	$	-			-

There were no shares issued in 2025, therefore no fair value was determined. The weighted average per share grant-date fair value of options granted during the year ended December 31, 2025 and 2024 was $0 and $5.59, respectively.

~~Management~~The ~~regularly~~following ~~assesses~~weighted ~~the~~average ~~ability~~assumptions ~~to realize~~were ~~deferred~~used tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction by jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in ~~the~~estimating ~~period in which such determination is made. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of~~ the ~~deferred~~grant ~~tax~~date ~~assets~~fair ~~will~~values ~~not be realized; and accordingly, for the year ended December 31, 2024, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change~~ in ~~the valuation allowance for the years ended~~ December 31, ~~2024~~2025 and ~~2023 was an increase of $5,327,800 and $5,517,861, respectively.~~2024:

As of December 31, 2024, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $135,535,743 and $118,976,193, respectively, which will begin to expire in 2034 with $100,198,546 of our federal net operating loss carryforward lasting indefinitely.

	December 31,
	2025			2024
Fair value of common stock	$	0.00		$	1,521.00
Expected term (in years)		-			6.02
Risk-free rate		0	%		3.96	%
Expected volatility		0	%		54.76	%
Dividend yield		0	%		0	%

AsWe ofrecorded ~~December~~stock-based ~~31,~~compensation ~~2024,~~expense from ~~the~~stock ~~Company~~options ~~had federal~~ and ~~state~~RSUs ~~research credit carryforwards~~ of approximately $61,~~906~~620,~~816~~992 and $32,~~927~~449,~~341~~191, ~~respectively.~~during ~~The federal research credit carryforwards will begin to expire in 2033 while~~ the ~~California~~years ~~research~~ended ~~credits~~December ~~carry~~31, ~~forward~~2025 ~~have~~and an2024, ~~indefinite life~~respectively.

~~The~~As ~~Internal Revenue Code~~ of ~~1986~~December 31, ~~as amended~~2025, ~~imposes~~ ~~restrictions~~total onstock-based ~~the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly,~~compensation a

Filing Compare · Cyngn Inc.