UNDERWRITING AGREEMENT April 23, 2024Underwriting Agreement • April 24th, 2024 • Cyngn Inc. • Services-computer programming services • New York
Cyngn Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 50,000,000 of the Company’s shares of Common Stock, $0.00001 par value per share (“Common Stock”; such offered shares of Common Stock the “Closing Shares”) and pre-funded warrants to purchase one share of Common Stock (the “Pre-funded Warrants”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 7,500,000 additional shares of Common Stock representing fifteen percent (15.0%) of the Closing Shares sold in the offering (the “Option Shares”). The Closing Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.2 hereto.
