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What changed in Cyngn Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cyngn Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+228 added−239 removedSource: 10-K (2026-03-27) vs 10-K (2025-03-06)

Top changes in Cyngn Inc.'s 2025 10-K

228 paragraphs added · 239 removed · 169 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

54 edited+17 added−11 removed86 unchanged
Biggest changeThe 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.
Biggest changeDriveMod 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. 8 The 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.
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.
Overview: Automation and Autonomy in Industry 5.0 The fifth industrial revolution is upon us with self-driving industrial vehicles operating alongside human workers and encompasses the benefits from the fourth industrial revolution of smart factories and automated supply chain logistics, with big data connectivity.
Autonomous vehicles are an enabling technology that gives us the opportunity to add more value to customers. The 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.
Autonomous vehicles are an enabling technology that gives us the opportunity to add more value to customers. 13 The 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.
Figure 4: Illustration of DriveMod’s ability to utilize key subsystems across multiple environments and vehicle platforms (left: off-road utility vehicle; right: indoor material handling vehicle). 6 Our Products EAS is a suite of technology and tools that consists of three complementary categories: DriveMod, Cyngn Insight, and Cyngn Evolve.
Figure 4: Illustration of DriveMod’s ability to utilize key subsystems across multiple environments and vehicle platforms (left: off-road utility vehicle; right: indoor material handling vehicle). Our Products EAS is a suite of technology and tools that consists of three complementary categories: DriveMod, Cyngn Insight, and Cyngn Evolve.
Our AV technology is uniquely positioned to capitalize upon these changes by offering 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.
Our AV technology is uniquely positioned to capitalize upon these changes by offering a universal autonomy solution that can deliver self-driving capabilities and data insights to nearly every industrial vehicle on the market. 2 Automation has long played a role in industrial sectors.
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 Figure 1: Illustration of the progression from Industry 1.0 to Industry 5.0.
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.
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. 7 Cyngn Insight: Intelligent Control Center Cyngn Insight is the customer-facing tool suite for managing AV fleets and aggregating data to extract business insights.
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. 9 Cyngn Insight: Intelligent Control Center Cyngn Insight is the customer-facing tool suite for managing AV fleets and aggregating data to extract business insights.
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. 10 Mapping & localization 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.
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. 12 Mapping & localization 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.
Therefore, Cyngn Evolve is currently an internal EAS tool that we use to advance DriveMod and Cyngn Insight, our customer-facing EAS products. 8 Corporate Strategy 360° Sales and Marketing 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.
Therefore, Cyngn Evolve is currently an internal EAS tool that we use to advance DriveMod and Cyngn Insight, our customer-facing EAS products. 10 Corporate Strategy 360° Sales and Marketing 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.
DriveMod’s vehicle-agnostic capability to deploy AV technology on diverse vehicle fleets has been proven through its deployment on more than ten different vehicle form factors that we have operated autonomously. DriveMod solutions have been commercially released for the Columbia Stockchaser and Motrec MT160 Tugger, with BYD ECB50+ Forklift targeted next.
DriveMod’s vehicle-agnostic capability to deploy AV technology on diverse vehicle fleets has been proven through its deployment on more than ten different vehicle form factors that we have operated autonomously. DriveMod solutions have been commercially released for the Motrec MT160 Tugger, with BYD ECB50+ Forklift targeted next.
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. 14
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. 15
We integrate our full-stack 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.
We integrate our full-stack autonomous driving software, DriveMod, onto vehicles manufactured by Original Equipment Manufacturers (“OEM”) 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.
Figure 2: The core components that make up our EAS product offering. 4 Our approach drives value at every stage of a company’s autonomy journey EAS provides extensible industrial autonomy solutions that can include data-driven actionable insights, partial autonomy to augment existing workflows and support human drivers, and fully autonomous vehicle mobility.
Our approach drives value at every stage of a company’s autonomy journey EAS provides extensible industrial autonomy solutions that can include data-driven actionable insights, partial autonomy to augment existing workflows and support human drivers, and fully autonomous vehicle mobility.
In 2016, the United States Department of Transportation (“US DoT”) issued regulations that require the submission of documentation covering specific topics related to autonomy and government regulators, but these regulations are targeted towards road vehicles.
The regulatory environment for autonomous industrial vehicles is still being developed. In 2016, the United States Department of Transportation (“US DoT”) issued regulations that require the submission of documentation covering specific topics related to autonomy and government regulators, but these regulations are targeted towards road vehicles.
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 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.
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.
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. Available Information Our principal business address is 1015 O’Brien Dr., Menlo Park, CA 94025.
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. Available Information Our principal business address is 1344 Terra Bella Avenue, Mountain View, CA 94043.
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. 12 Governmental and Environmental Regulations Regulatory considerations contribute to our current strategic position that targets enterprise customers with operations mostly confined to private property.
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.
These competitors include traditional industrial vehicle manufacturers (such as Crown Equipment’s automated forklifts or Toyota Materials Handling) robotics providers (such Locus Robotics for stock picking AMRs or SeeGrid for pallet and tow AMRs), and software companies (such as Brain Corp for floor scrubbers 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.
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.
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.
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.
Thus, CbW enables AV actuation across vehicle fleets with varying levels of vehicle age and sophistication. Competitive Environment There 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.
Competitive Environment There 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.
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.
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.
Working directly with our OEM partners as well as with third party experts ensures that we can deploy our technology globally and at-scale.
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.
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.
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. 14 Our software stack has over 30 subsystems, including those designed for perception, mapping & localization, decision making, planning, and control.
EAS centers around DriveMod’s on-vehicle AV software and is supported by our Cyngn Insight and Cyngn Evolve technology and tools.
EAS centers around DriveMod’s on-vehicle AV software and is supported by our Cyngn Insight and Cyngn Evolve technology and tools. 5 Figure 2: The core components that make up our EAS product offering.
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.
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.
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.
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.
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. 3 Lagging technological advancement — Manufacturers of material transport vehicles have core competencies in mechanical, electrical, and control systems while the end users of the vehicles typically specialize in logistics, manufacturing, and material moving.
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.
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.
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.
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.
Actuation 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.
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 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.
We intend to have our customers own the data collected at their facilities and for Cyngn to have the rights to use that data for certain purposes, such as testing simulation and development. These data assets present a new opportunity to reveal previously unknown insights about day-to-day operational processes that impact safety, efficiency, vehicle maintenance, and growth.
We intend to have our customers own the data collected at their facilities and for Cyngn to have the rights to use that data for certain purposes, such as testing simulation and development.
Considering the incumbents’ gaps in leading-edge AV and AI technologies and the pressure existing suppliers face to ship manually-operated vehicles that address the multi-billion dollar demand that already exists, we believe it is unlikely that existing stakeholders will be able to invest in the technological advancements that will solve the industry’s fundamental challenges.
Considering the incumbents’ gaps in leading-edge AV and AI technologies and the pressure existing suppliers face to ship manually-operated vehicles that address the multi-billion dollar demand that already exists, we believe it is unlikely that existing stakeholders will be able to invest in the technological advancements that will solve the industry’s fundamental challenges. 4 High barriers to adoption - Many solutions for automated material transport require an all-or-nothing commitment from customers: either make a major upfront investment to overhaul operations for automation or postpone automation at the risk of falling behind competition.
Revenue Sources We anticipate that our technology will generate revenue through three main methods: deployment, EAS subscriptions, and DriveMod customization. Deployment 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.
Deployment 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.
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.
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.
Figure 3: The EAS product flywheel As the deployment of industrial vehicles with DriveMod scales up, the amount and diversity of data flowing through Cyngn Insight expands, creating an accelerated feedback loop and powers our ability to use Cyngn Evolve to further enhance DriveMod, and update the on-vehicle software over-the-air, resulting in an ever-improving EAS offering. 5 Continual Improvement Drives Technology Advancement DriveMod’s building blocks enable a more consistent cadence of upgrades, improvements, and customer-specific feature development that can be deployed via over-the-air updates.
These data assets present a new opportunity to reveal previously unknown insights about day-to-day operational processes that impact safety, efficiency, vehicle maintenance, and growth. 6 Figure 3: The EAS product flywheel As the deployment of industrial vehicles with DriveMod scales up, the amount and diversity of data flowing through Cyngn Insight expands, creating an accelerated feedback loop and powers our ability to use Cyngn Evolve to further enhance DriveMod, and update the on-vehicle software over-the-air, resulting in an ever-improving EAS offering.
Other autonomous vehicles were deployed as prototypes or as a part of proof-of-concept project. More than five past deployments have 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 AV development and testing have included road vehicles that navigate complex dynamic environments.
Other past deployments were part of our normal R&D activities and product validation that was performed with beta customers. 7 Our 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.
Corporate History The 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.
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.
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.
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.
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. 9 DriveMod Customization and Non-Recurring Engineering (“NRE”) 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.
Collectively, the data generated and analyzed across the EAS suite not only drives customer value but also provides meaningful insights to OEM partners as they optimize product roadmaps and integrate autonomous capabilities to meet the evolving demands of industrial automation. 11 DriveMod Customization and Non-Recurring Engineering (“NRE”) 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.
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 industrial vehicles will address the following challenges: Labor shortages — The hiring and retention of qualified workers is a critical concern for the markets that material transport vehicles operate within.
Automating industrial vehicles will address the following challenges: Labor shortages - The hiring and retention of qualified workers is a critical concern for the markets that material transport vehicles operate within.
We believe these values encourage innovation and a team-oriented culture. Our employees have access to a wide range of training, different career paths, and, most importantly, challenging and purposeful work. Our culture is also built on diversity, inclusion, camaraderie, and celebration. We organize regular team building activities and public recognition forums to celebrate our diversity and invest in strong relationships.
Our culture is also built on diversity, inclusion, camaraderie, and celebration. We organize regular team building activities and public recognition forums to celebrate our diversity and invest in strong relationships. In addition to a positive culture and career development, we offer a robust benefits package.
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). The regulatory environment for autonomous industrial vehicles is still being developed.
Governmental and Environmental Regulations Regulatory considerations contribute to 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).
The decision engine pulls together insights from mapping, perception, and path planning to enable more complex vehicle maneuvers and automated conflict resolution.
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.
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.
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.
These capabilities ensure that the deployed system stays in sync with the changing application demands while allowing customers to focus on monetary and operational ROI.
Continual Improvement Drives Technology Advancement DriveMod’s building blocks enable a more consistent cadence of upgrades, improvements, and customer-specific feature development that can be deployed via over-the-air updates. These capabilities ensure that the deployed system stays in sync with the changing application demands while allowing customers to focus on monetary and operational ROI.
In 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.
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. Corporate History The Company was incorporated in the State of Delaware on February 1, 2013, under the original name Cyanogen, Inc. or Cyanogen.
There is limited expertise throughout the material handling value chain in software algorithms, sensing, and high-performance computing.
Lagging technological advancement - Manufacturers of material transport vehicles have core competencies in mechanical, electrical, and control systems while the end users of the vehicles typically specialize in logistics, manufacturing, and material moving. There is limited expertise throughout the material handling value chain in software algorithms, sensing, and high-performance computing.
As of February 28, 2025, we have 21 granted U.S. patents and submitted 5 pending U.S. patent and expect to continue to file additional patent applications with respect to our technology in the future. 13 Corporate Social Responsibility and Sustainability Our mission 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.
Corporate Social Responsibility and Sustainability Our mission 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.
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. Our core values include focus on impact, display curiosity, communicate proactively, apply good judgment, and demonstrate selflessness.
The majority of our employees are based in Silicon Valley, California. Our core values include focus on impact, display curiosity, communicate proactively, apply good judgment, and demonstrate selflessness. We believe these values encourage innovation and a team-oriented culture. Our employees have access to a wide range of training, different career paths, and, most importantly, challenging and purposeful work.
We seek to make the movement of goods in warehouse settings safer, faster, cheaper while reducing greenhouse gas emissions through greater operating efficiencies. Human Capital Resources Our team 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.
Human Capital Resources Our team 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 March 26, 2026, we had 62 full-time employees.
The 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.
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.
High barriers to adoption — Many solutions for automated material transport require an all-or-nothing commitment from customers: either make a major upfront investment to overhaul operations for automation 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.
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.
DriveMod has been architected to be vehicle agnostic and allow for efficient expansion to industries such as mining, construction, yard operations, and agriculture. Expand: develop autonomous vehicle technologies across other sectors According to a CB Insights report, “33 Industries Other Than Auto That Driverless Cars Could Turn Upside Down,” autonomous vehicle technology brings value to at least 33 industries.
DriveMod has been architected to be vehicle agnostic and allow for efficient expansion to industries such as mining, construction, yard operations, and agriculture. Revenue Sources We anticipate that our technology will generate revenue through three main methods: deployment, EAS subscriptions, and DriveMod customization.
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.
Together, these solutions create a foundation for extracting new and valuable enterprise data insights through advanced sensors, electronic control units, and vehicle connectivity that power DriveMod’s autonomous functionality. Through 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.
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This investment includes solutions for improved supply chain transparency and sustainability, according to the 2023 MHI Annual Industry Report, “The Responsible Supply Chain: Transparency, Sustainability, and the Case for Business.” The World Industrial Truck Shipment statistics reported that 1.42 million industrial EV vehicles were shipped in 2022 worldwide.
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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. 1 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.
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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.
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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.
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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.
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According to an article by Meteor Space, “Important Warehouse Automation Statistics you can’t Ignore,” the use of AI in warehouse management systems has surged, with 70% of large-scale warehouses adopting AI-driven solutions by 2024 to optimize inventory management, demand forecasting, and route planning. 3 Supply chain, logistics, and manufacturing operators are increasingly facing labor shortages, rising costs, and operational inefficiencies, which we believe is accelerating the adoption of automation technologies.
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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.
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Industry data (Descartes’s Study) indicates that approximately 76% of supply chain operations are currently impacted by labor shortages, and in the United States there are significantly more job openings than available workers, contributing to persistent workforce gaps.
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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.
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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.
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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.
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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.
Removed
EAS License According 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).
Added
In addition to labor shortages and rising labor costs, workplace safety expenses represent a significant financial burden for industrial operators. Worker injury claims can average tens of thousands of dollars per incident, and total workplace injury costs in the United States exceed hundreds of billions of dollars annually.
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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. Industrial operations are extremely rich with data.
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According to the Economic Policy Institute, over $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, which may lower operating costs and improve productivity.
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However, we believe this data is still being put to limited use, especially as it pertains to equipment transport and autonomy performance. EAS creates a foundation for extracting new and valuable enterprise data insights by the nature of the advanced sensors, electronic control units, and connectivity that supports DriveMod’s functionality.
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According to PWC’s “Industrial Mobility: How autonomous vehicles can change manufacturing” report, only 9% of manufacturers have currently adopted autonomous technologies, but this is expected to grow as the benefits of improved efficiency and reduced costs become more apparent.
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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. 11 Actuation 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.
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As a result, we believe automation is becoming increasingly essential for industrial operations, with a substantial majority of manufacturing leaders identifying automation as critical to future success.
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Our software stack has over 30 subsystems, including those designed for perception, mapping & localization, decision making, planning, and control.
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Despite these trends, adoption of autonomous industrial vehicle technology remains in the early stages, suggesting a significant opportunity for future market growth as organizations seek solutions to workforce shortages, cost pressures, and supply chain resilience challenges.
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Other autonomous vehicles were deployed as prototypes or as a part of proof-of-concept project. More than five past deployments have been at customer or beta customer sites.
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The modularity of DriveMod allows our AV technology to be compatible across vehicle platforms as well as indoor and outdoor environments.
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EAS License EAS is a comprehensive suite of technologies comprised of DriveMod, our modular industrial vehicle autonomous driving software; Cyngn Insight, our customer-facing fleet management and data analytics platform; and Cyngn Evolve, our internal AI and machine learning development and simulation infrastructure.
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Cyngn Evolve continuously enhances our AI models using real-world and synthetic data, enabling ongoing performance improvements and validated software releases.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile, 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. 29 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.
Biggest changeTo 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.
The 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.
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.
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.
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. Changes in U.S.
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; 19 ● 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.
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; 20 ● 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.
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.
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; 16 ● 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.
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.
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; 17 ● 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.
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.
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; 35 ● 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.
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. 27 In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes, and know-how.
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.
This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we will be successful. 28 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.
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.
If existing competitors or new entrants commercialize earlier than expected, our competitive advantage could be adversely affected. 17 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.
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.
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. 15 We have a limited operating history in a new market and face significant challenges as our industry is rapidly evolving.
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.
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. 26 Additionally, the U.S.
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.
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 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. 22 We rely heavily on information technology (“IT”) systems to manage critical business functions.
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.
However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses. 25 We also may not be successful in any attempt to redesign our technology to avoid any alleged infringement.
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. Item 1B.
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.
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.
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.
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. 33 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.
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; 33 ● 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.
The disclosure of this material weakness, 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 disclosure of these material weaknesses, even if quickly remediated, could reduce the market’s confidence in our financial statements and harm our enterprise value. 24 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.
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.
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.
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. 18 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.
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.
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. 25 Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets.
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.
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.
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.
There are a number of recent 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.
Patent law 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.
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.
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. 32 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.
We have not recognized a substantial amount of revenue to date, and we had an accumulated deficit of $189.3 million and $160.0 million as of December 31, 2024 and December 31, 2023, respectively. We have developed and tested our autonomous driving technology but there can be no assurance that it will be commercially successful at scale.
We have not recognized a substantial amount of revenue to date, and we had an accumulated deficit of $216.8 million and $193.4 million as of December 31, 2025 and December 31, 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.
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.
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.
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. 24 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.
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.
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. 34 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 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.
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. 30 We plan to utilize systems and applications that are spread over the globe, requiring us to regularly move data across national borders.
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.
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. 31 We make public statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements.
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.
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.
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.
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.
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.
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 .
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 . 23 Natural disasters, outbreaks of infectious diseases, terrorist attacks, wars and threats of war may negatively impact our operations, revenue, costs, and stock price.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 is substantial doubt as to our ability to continue as a going concern .
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 and continue to manage our cash resources to support our ongoing operations.
The AIA also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation.
Circumstances could prevent us from promptly filing patent applications on our inventions. 26 The AIA also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation.
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.
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.
In addition, the Company had accumulated deficits of approximately $189.3 million and $160.0 million as of December 31, 2024 and December 31, 2023, respectively, and 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.
In addition, the Company had accumulated deficits of approximately $216.8 million and $193.4 million as of December 31, 2025 and December 31, 2024, respectively, and net cash used in operating activities was approximately $23.6 million and $19.2 million for the year ended December 31, 2025 and 2024, respectively.
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 short-term investments balance was $4.6 million.
As of December 31, 2025, the Company’s cash and cash equivalents balance was approximately $1.0 million and the short-term investments balance was $33.7 million. As of December 31, 2024, the Company’s unrestricted cash and cash equivalents balance was $23.6 million and no short-terms investments.
The Company incurred net losses of approximately $29.3 million and $22.8 million for the year ended December 31, 2024 and 2023, respectively.
The Company incurred net losses of approximately $23.5 million and $33.3 million for the years ended December 31, 2025, and 2024, respectively.
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.
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.
In connection with our assessment of internal control over financial reporting, we identified material weaknesses in our internal control over financial reporting as of December 31, 2024 (see Item 9A. Controls and Procedures for additional detail). The deficiency above led to a misstatement which was corrected prior to the issuance of the current year’s financial statements.
In connection with our assessment of internal control over financial reporting, we identified two material weaknesses in our internal control over financial reporting as of December 31, 2025 (see Item 9A. Controls and Procedures for additional detail).
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.
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. 29 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.
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.
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. 28 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.
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. 35 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.
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.
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.
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 tuggers for production release.
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.
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. 34 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.
Any of these events could adversely affect our brand, relationships with users, operating results, or financial condition. 22 If our autonomous driving software fails to perform as expected our ability to market, sell or lease our autonomous driving software could be harmed.
If our autonomous driving software fails to perform as expected our ability to market, sell or lease our autonomous driving software could be harmed.
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.
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. 31 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.
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.
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.
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.
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. 19 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.
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.
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.
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.
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.
Based on cash flow projections from operating and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company has 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 complete the required funding transactions to allow the Company to continue as a going concern.
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. 21 We may be subject to risks associated with potential future acquisitions.
Risks Related to Our Financial Position and Need for Additional Capital Losses for the foreseeable future. We incurred net losses of $29.3 million and $22.8 million for the years ended December 31, 2024, and 2023, respectively.
Our ability to successfully commercialize could also be adversely affected by perceptions about the quality of our or our partners’ vehicles or products. 18 Risks Related to Our Financial Position and Need for Additional Capital Losses for the foreseeable future. We incurred net losses of $23.5 million and $33.3 million for the years ended December 31, 2025, and 2024, respectively.
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.
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. 30 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.
These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to us. 20 We may raise these additional funds through the issuance of equity, equity related, or debt securities.
We may raise these additional funds through the issuance of equity, equity related, or debt securities.
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.
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.
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.
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.
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.
In addition, many states in which we operate have laws that protect the privacy and security of sensitive and personal information.
We may not be able to protect our intellectual property rights throughout the world.
Also, the costs associated with enforcing patents, confidentiality and invention agreements, or other intellectual property rights may make aggressive enforcement impracticable. 27 We may not be able to protect our intellectual property rights throughout the world.
This material weakness creates 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.
Accordingly, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.
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.
Moreover, our proprietary information, including intellectual property and personal information, could be compromised or misappropriated and our reputation may be adversely affected.
Removed
Any investment in our company is therefore highly speculative and could result in the loss of your entire investment. 16 Our future business depends in large part on our ability to continue to develop and successfully commercialize our suite of software products and tools.
Added
However, this technology will need to be continually developed and enhanced for further scaled commercialization.
Removed
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.
Added
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.
Removed
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 of the financial statements included elsewhere in this report.
Added
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.
Removed
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.
Added
Natural disasters such as earthquakes, floods, severe weather conditions, outbreaks of infectious diseases in addition to COVID-19 or other catastrophic events may severely affect our operations or those of our suppliers and customers.
Removed
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.
Added
Acts of terrorism, as well as events occurring in response or connection to them, including potential future terrorist attacks, rumors or threats of war, actual military conflicts or trade disruptions impacting our domestic or foreign customers or suppliers, may negatively impact our operations by causing, among other things, delays, or losses in the delivery of supplies or finished goods and decreased sales of our products.
Removed
Accordingly, we expect to rely primarily on equity and/or debt financings to fund our continued operations.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in Menlo Park, California and acts as the main operational facility for our vehicle engineering, software engineering and business units. We lease our corporate headquarters which contains approximately 16,400 square feet.
Biggest changeItem 2. Properties Our corporate headquarters is located in Mountain View, California and acts as the main operational facility for our vehicle engineering, software engineering and business units. We lease our corporate headquarters which contains approximately 39,600 square feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNone 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. 36 PART II
Biggest changeNone 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. 37 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders of Record As of December 31, 2024, we had 64 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.
Biggest changeHolders of Record As of December 31, 2025, we had 55 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.
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during its fiscal year ended December 31, 2024. Item 6. [Reserved]
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during its fiscal year ended December 31, 2025. Item 6. [Reserved]

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44 Item 8. Financial Statements and Supplementary Data 44 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 45 Item 9A. Controls and Procedures 45 Item 9B.
Biggest changeItem 6. [Reserved] 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46 Item 8. Financial Statements and Supplementary Data 46 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 47 Item 9A. Controls and Procedures 47 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeEmerging 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.
Biggest changeThe decrease is due to the following net proceeds received in each year: December 31, 2025 December 31, 2024 Proceeds from at-the-market equity financing, net of issuance costs $ 5,472,701 $ - Proceeds from public issuance of common stock, net of offering costs 29,611,677 - ATM, from May 2023 to July 2024 - 6,789,427 Placement agent agreement, December 8, 2023 - - Proceeds from public issuance of common stock and pre-funded warrants and exercise of pre-funded warrants - 13,811,014 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 ) Total financings $ 35,084,378 $ 36,287,558 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.
(“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.
(“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-funded warrants to purchase 2,013 shares of common stock.
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.
On December 20, 2024, the Company entered into a securities purchase agreement for the sale and issuance of (i) 20,507 units at a public 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 purchase one share 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-funded units at a public offering price of $241.485 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 per share, one Series A Warrant and one Series B Warrant.
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.
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 $0.015 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.
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.
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 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 had a nominal exercise price of $0.0015. 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.
These challenges include labor shortages, lagging technological advancements from incumbent vehicle manufacturers, and high upfront investment commitment. 37 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 challenges include labor shortages, lagging technological advancements from incumbent vehicle manufacturers, and high upfront investment commitment. 38 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.
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 and 2023 and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report.
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, 2025 and 2024 and should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report.
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. 39 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.
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. 40 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.
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 $140,625 (1) and expiring on October 19, 2026.
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 shares of its common stock, exercisable at a price per share of $40,650 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 $40,650 (1) and expiring on April 29, 2027.
Additionally, in connection with the Private Placement offering completed on April 29, 2022, the Company issued warrants to purchase 426 shares of its common stock, exercisable at a price per share of $140,625 and expiring on April 29, 2027.
In addition, we derive revenue from EAS subscriptions with relative add-on offerings such as hardware revenue and other revenue (i.e., deployment/set up costs). Revenue from these subscriptions and add-ons are recognized monthly over the service contract life, beginning at the time that a customer acknowledges acceptance of the service.
Results of Operations Revenue We derive revenue from EAS subscriptions with relative add-on offerings such as hardware revenue and other revenue (i.e., deployment costs). Revenue from these subscriptions and add-ons are recognized monthly over the service contract life, beginning at the time that a customer acknowledges acceptance of the service.
See Note 7, Capital Structure for details. 42 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.
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.
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, the Company reported cost of revenue of $0.5 million consisting primarily of deployment costs, related to personnel costs, travel expenses and associated hardware costs to specific customers.
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 2025, the Company reported cost of revenue of $0.1 million consisting primarily of deployment costs related to personnel costs and travel expenses.
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, the Company had unrestricted cash of approximately $23.6 million.
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, 2025, the Company had unrestricted cash of approximately $0.1 million and short-terms investments of $33.7 million.
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.
As consideration for entering into the agreement, we issued a total of 2,701 shares of common stock of the Company to the Purchasers on November 13, 2024.
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.
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.
We also had limited paid deployments in 2025 that offset some of the ongoing R&D costs of continually developing EAS. 39 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.
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 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. 41 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.
Investing activities Net cash provided by investing activities for the year ended December 31, 2024 was $2.9 million, a decrease of approximately $3.4 million or 54% compared to $6.4 million for the year ended December 31, 2023.
Financing activities Net cash provided by financing activities for the year ended December 31, 2025 was $35.1 million, a decrease of approximately $1.2 million compared to $36.3 million for the year ended December 31, 2024.
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.
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. 44 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.
The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur, if any.
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 received net proceeds of approximately $4.5 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. On April 23, 2024, the Company entered into an underwritten Agreement with Aegis Capital Corp.
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. On September 5, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp.
The decrease consists of smaller investment maturities of $12.2 million, which were offset by purchases of short-term investments of approximately $7.6 million and approximately $1.7 million in purchases of R&D-related hardware equipment, acquisition of intangible asset, capitalization of software and disposal of assets.
The increase consists of short-term investment maturities of $54.5 million, which were offset by short-term investment purchases of approximately $87.4 million, R&D-related hardware equipment purchases of approximately $1.2 million, and approximately $0.03 million in acquisition of intangible assets.
All other research and development costs are expensed as incurred. Research and development expense for the year ended December 31, 2024 decreased by $1.4 million or 11.5% to $11.3 million from $12.7 million for the year ended December 31, 2023. The decrease is primarily attributable the capitalization of costs related to capitalized software and customer contract.
Research and development costs incurred during deployments are capitalized and expensed when the associated contract revenue is recognized. All other research and development costs are expensed as incurred. Research and development expense for the year ended December 31, 2025 increased by $1.2 million or 10.7% to $12.5 million from $11.3 million for the year ended December 31, 2024.
We 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. 38 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 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.
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.
During 2025, the Company recognized $0.2 million of revenue, substantially all related to EAS subscriptions and hardware revenue. During 2024, the Company recognized $0.4 million of revenue, substantially all related to EAS subscriptions and hardware revenue.
Cash Flows Operating activities Net cash used in operating activities for the year ended December 31, 2024 was $9.5 million, a decrease of approximately $10 million or 51% compared to $19.5 million for the year ended December 31, 2023.
Cash Flows Operating activities Net cash used in operating activities for the year ended December 31, 2025 was $23.6 million, an increase of approximately $4.4 million or 22.8% compared to $19.2 million for the year ended December 31, 2024.
Based on cash flow projections from operating and financing activities and the existing balance of cash and short-term investments, management is of the opinion that the Company has 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 complete the required funding transactions to allow the Company to continue as a going concern, for the next year.
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.
The decrease is primarily attributed to increase costs for customer deployment, an increase in inventory related to the DriveMod Kits, an increase in lease payments due to the lease extension and the fair value remeasurement of the warranty liabilities.
The increase is primarily attributed to an increase in inventory related to tuggers, the fair value remeasurement of the warranty liabilities, and the security deposit for the new office location.
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.
The principal amount of the Notes were repaid on December 23, 2024. 43 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.
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 $0.5 million or 4.7% to $11.4 million for the year ended December 31, 2024 from $10.9 million for the year ended December 31, 2023.
General and administrative expenses increased by approximately $1.9 million or 16.7% to $13.3 million for the year ended December 31, 2025 from $11.4 million for the year ended December 31, 2024. The increase primarily relates to additional executive bonuses and advertising.
See Note 7, Capital Structure for details. 43 Financing activities Net cash provided by financing activities for the year ended December 31, 2024 was $26.6 million, an increase of approximately $20.5 million compared to $6.1 million for the year ended December 31, 2023.
Investing activities Net cash used in investing activities for the year ended December 31, 2025 was $34.1 million, an increase of approximately $37.1 million compared to net cash provided by investing activities of $2.9 million for the year ended December 31, 2024.
Research and Development Research and development expense consists primarily of outsourced engineering services, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs incurred during NRE projects are capitalized and expensed when the associated NRE revenue is recognized.
During 2024, the Company reported cost of revenue of $0.5 million consisting primarily of deployment costs, related to personnel costs, travel expenses and associated hardware costs to specific customers. 42 Research and Development Research and development expense consist primarily of 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.
Interest income consists primarily of interest earned of $111.7 thousand from the Company’s interest-bearing bank accounts, offset by interest expense of $1.3 million related to the Notes issued in November 2024.
Interest income (Expenses), net Interest income (expense), net increased by $1.3 million to $0.2 million for the year ended December 31, 2025 from ($1.1 million) for the year ended December 31, 2024. Interest income consists primarily of interest earned of $0.2 million from the Company’s interest-bearing bank accounts.
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.
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.
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 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.
As of December 31, 2023, the Company had unrestricted cash of approximately $3.6 million and short-term investments of $4.6 million.
As of December 31, 2024, the Company had unrestricted cash of approximately $23.6 million and no short-terms investments. On April 23, 2024, the Company entered into an underwritten agreement with Aegis Capital Corp.
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 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.
Other income (expense), net consists primarily of fair value measurement of $5.4 million for the warrant liability, realized gains earned on the Company’s short-term investments of $113 thousand and interest earned of $40.4 thousand related to the office lease offset by the impairment charge of $118.8 thousand related to expired international patents.
Other Income (Expenses), net Other income (expense), net increased by $12.7 million to $2.2 million for the year ended December 31, 2025 from ($10.5 million) for the year ended December 31, 2024. Other income consists primarily of fair value remeasurement of $1.1 million and realized gains earned on the Company’s short-term investments of $0.9 million.
With the additional capital raised in December 2024, the Company has resumed normal operations.
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.
Removed
We anticipate that new deployments will yield project-based revenues based on the scope of the deployment. After deployment, we expect to generate revenues by offering EAS through a Software as a Service (“SaaS”) model, which can be considered the AV software component of Robotics as a Service (“RaaS”).
Added
These deployments typically result in revenue based on the overall scope of the project and the integrated solution delivered. Following deployment, we continue to generate revenue through ongoing access to and use of our Enterprise Autonomy Suite (“EAS”), which includes software-enabled functionality, monitoring, updates, and support.
Removed
RaaS is a subscription model that allows customers to use robots/vehicles without purchasing the hardware assets upfront.
Added
These arrangements provide customers with continuous access to our evolving autonomous vehicle capabilities and are generally structured over a contractual term during which the customer receives and consumes the benefits of the integrated solution.
Removed
We also had limited paid deployments in 2024 that offset some of the ongoing R&D costs of continually developing EAS. We target scaled deployments to begin in 2025.
Added
We expect annual R&D expenditures in the foreseeable future to exceed that of 2025.
Removed
(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. 40 Results of Operations Revenue We currently derive revenue from four sources.
Added
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.
Removed
We enter into fixed-price NRE contracts related to trial projects that consist of several independent phases and include design, data gathering, hardware 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.
Added
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.
Removed
The purpose of these fully funded projects is to exhibit the feasibility of the Company’s technology offering to the customer on additional vehicle types and provide a level of confidence to encourage the customer to enter into a multi-year, commercial arrangement with the Company in the future.
Added
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.
Removed
Revenue on these multi-phase contracts is generally recognized at the point in time when the performance obligations of each independent phase have been completed and customer acceptance has 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.
Added
During the year ended December 31, 2025, management completed a review of the Company’s capitalized software development projects.
Removed
During 2023, the company reported cost of revenue of $1.2 million consisting primarily of fully burdened internal engineering development resources and hardware costs incurred for the completion of the final phases of NRE contracts.
Added
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.
Removed
The increase primarily relates to additional executive bonuses offset by a decreases in insurance, professional fees and other general and administrative expenses. 41 Interest income (Expenses), net Interest income (expense) decreased by $1.3 million to ($1.1 million) for the year ended December 31, 2024 from $137.9 thousand for the year ended December 31, 2023.
Added
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.
Removed
Other Income (Expenses), net Other income decreased by $5.7 million to $5.3 million for the year ended December 31, 2024 from $396.8 thousand for the year ended December 31, 2023.
Added
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.
Removed
On May 31, 2023, the Company entered into an ATM Sales Agreement with Virtu Americas LLC (the “ATM Sales Agreement”), under which the Company may, from time to time, 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 under the Securities Act of 1933, as amended.
Added
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.
Removed
The ATM Sales Agreement and related prospectus are limited to sales of up to $8.8 million of shares of the Company’s common stock. The ATM Sales Agreement expires at the earliest of 5 years after the date of the agreement or exhaustion of the aggregate limit available under the ATM Sales Agreement.
Added
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.
Removed
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 for net proceeds of $8,597,957 after payment of commission fees of $175,468 and other related expenses of $60,465.
Added
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.
Removed
As of December 31, 2024, the Company had $0 of common stock remaining available for sale under the ATM Sales Agreement. On December 8, 2023, the Company entered into a Placement Agent Agreement with Aegis Capital Corp.
Added
The increase is primarily attributable to personnel related costs and expanded leased space. General and Administrative General, and administrative expense consist primarily of personnel costs, facilities expenses, depreciation and amortization, travel, and advertising costs.
Removed
(“Aegis”), pursuant to which Aegis acted as the Company’s placement agent, on a reasonable best efforts basis, in connection with the sale by the Company of an aggregate of 2,222 (1) shares of common stock in a public offering, which included: (i) 764 (1) shares of common stock, and (ii) pre-funded warrants to purchase 1,458 (1) shares of common stock.
Added
On June 26, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 192,496 shares of its common stock, par value $0.00001 per share, at a purchase price of $5.01 per share and 2,801,516 pre-funded warrants to purchase shares of common stock, at a purchase price of $5.00999 per pre-funded warrant.
Removed
The Pre-Funded Warrants had a nominal exercise price of $0.00001. Each share of common stock was sold at an offering price of $2,250 (1) , and each Pre-Funded Warrant was sold at an offering price of $2,249.85 (1) .
Added
The Company received net proceeds of approximately $15.9 million from the offering, after deducting the estimated offering expenses payable by the Company of $1.3 million, including the placement agent fees.
Removed
(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.
Added
On June 27, 2025, the Company entered into a securities purchase agreement with certain investors, 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 $7.49999 per pre-funded warrant.
Removed
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 of financing to generate positive financing cash flows.
Added
(the “Agent”), under which the Company may, from time to time, sell shares of the Company’s 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.
Removed
Based on these factors, the Company has substantial doubt that it will be able to continue as a going concern for the 12 months following the date that these interim financial statements were issued.
Added
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.
Removed
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.

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Other CYN 10-K year-over-year comparisons