Cyngn Inc 2025年度报告

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 endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [____] to [____] Commission file number001-40932 Securities registered pursuant to Section 12(g) of the Act: None 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 forcomplying 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 effectivenessof 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 theregistrant 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-basedcompensation 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, 2025 (the last businessday of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing price for the commonstock on such date ($14.40), as reported on the Nasdaq Capital Market, was $101,365,430.40. The number of shares of Common Stock, $0.00001 par value, outstanding on March 26, 2026 was 13,608,281 shares. DOCUMENTS INCORPORATED BY REFERENCE None TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity37Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37PART II38Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk46Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure47Item 9A.Controls and Procedures47Item 9B.Other Information48Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PART III49Item 10.Directors, Executive Officers and Corporate Governance49Item 11.Executive Compensation53Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13.Certain Relationships and Related Transactions, and Director Independence60Item 14.Principal Accountant Fees and Services60PART IV61Item 15.Exhibit and Financial Statement Schedules61Item 16.Form 10-K Summary64i FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements. These statements are basedon our management’s beliefs and assumptions and on information currently available to our management. The forward-lookingsta