CYNGN Inc (CYN)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2024

To the Stockholders of Cyngn Inc.:

You are invited to attend the Annual Meeting of Stockholders of Cyngn Inc. which will be held at 12:00 p.m. Eastern Time at the offices of Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st Floor, New York, NY 10036, on Tuesday June 25, 2024.

At the Annual Meeting, you will be asked to act on the following matters:

1.      to elect a Class III director to serve a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified;

2.      to approve an amendment to our certificate of incorporation to increase the number of shares of authorized common stock from 200,000,000 to 400,000,000;

3.      to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-one hundred (1-for-100) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”);

4.      to approve an amendment to our 2021 Equity Incentive Plan (the “2021 Plan”) to amend the automatic increase “evergreen” clause within the 2021 Plan to increase the number of shares available under the 2021 Plan in future years;

5.      to ratify the selection of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and

6.      to consider and transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.