RegistrationNo. 333-                      

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

CYNGN,INC.

(Exactname of registrant as specified in its charter)

1015O’Brien Dr.

MenloPark, CA 94025

(650)924-5905

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

LiorTal

ChiefExecutive Officer

CyngnInc.

1015O’Brien Dr.

MenloPark, CA 94025

(650)924-9505

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dateas the Commission acting pursuant to said Section 8(a), may determine.

THEINFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATIONSTATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELLTHESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE THE OFFER OR SALEIS NOT PERMITTED.

PRELIMINARYPROSPECTUS

Upto 3,062,787 Units, with each Unit consisting of:

OneShare of Common Stock

OneSeries A Warrant to Purchase One Share of Common Stock

OneSeries B Warrant to Purchase One Share of Common Stock

Upto 3,062,787 Pre-Funded Units, with each Pre-Funded Unit consisting of:

OnePre-Funded Warrant to Purchase One Share of Common Stock

OneSeries A Warrant to Purchase One Share of Common Stock

OneSeries B Warrant to Purchase one Share of Common Stock

Upto 3,062,787 Shares of Common Stock Underlying the Pre-Funded Warrants

Upto Shares of Common Stock Underlying the Series A Warrants

Upto Shares of Common Stock Underlying the Series B Warrants

Cyngn Inc. (the “Company,” “Cyngn,” the “registrant,” “we,” “our” or “us”) is offering up to 3,062,787 units (the “Units”), each Unit consisting of: (i) one share of common stock; and (ii) one Series A Warrant to purchase one share of common stock (the “Series A Warrants”); and (iii) one Series B Warrant to purchase one share of common stock (the “Series B Warrants,” together with the Series A Warrants, the “Warrants”). Each Series A Warrant is exercisable at an exercise price of $8.16 per share (125% of the assumed public offering price per Unit), subject to certain anti-dilution and share combination event protections, and each Series B Warrant is exercisable at an exercise price of $8.16 per share (125% of the assumed public offering price per Unit) subject to certain share combination event protections. The Series A Warrants will be exercisable commencing upon our receipt of the Warrant Stockholder Approval (described below) and will expire five years after the date of the Warrant Stockholder Approval and the Series B Warrants will be exercisable commencing upon our receipt of the Warrant Stockholder Approval and will expire two and one-half years from the date of Warrant Stockholder Approval. See “Description of Securities.” We are offering each Unit at an assumed public offering price of $6.53 per Unit, equal to the closing price of our common stock on The Nasdaq Capital Market on November 21, 2024.

Underthe alternate cashless exercise option of the Series B Warrants, a holder of the Series B Warrant has the right to receive an aggregatenumber of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exerciseof the Series B Warrant and (y) three. In addition, the Series A Warrants and Series B Warrants will contain a reset of the exerciseprice to a price equal to the lesser of (i) the then exercise price and (ii) lowest volume weighted average price (“VWAP”)during the period commencing five trading days immediately preceding and the five trading days commencing on the date we effect a reversestock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants and Series B Warrants,among other adjustments. Additionally, the Series A Warrants will provide for an adjustment to the exercise price and number of sharesunderlying the Series A Warrants upon our issuance of our common stock or common stock equivalents at a price per share that is lessthan the exercise price of the Series A Warrant, subject to certain exceptions.

Finally,on the 11th trading day after the Warrant Stockholder Approval Date (the “Reset Date”), the exercise price of the Warrantswill be reset to a price equal to the lower of (i) the exercise price then in effect and (ii) the greater of (a) the lowest daily volumeweighted average price (“VWAP”) during the period commencing on the first trading day after the Warrant Stockholder ApprovalDate and ending following the close of trading on the 10th trading day thereafter (the “Reset Period”), and (b) the floorprice set forth in the Warrants, and the number of shares issuable upon exercise will be increased such that the aggregate exercise priceof the Warrants on the issuance date for the shares of common stock underlying the Warrants then outstanding shall remain unchanged.

Anyreduction to the exercise prices of the Series A Warrants and the Series B Warrants and resulting increase in the shares of common stockunderlying the Warrants will be subject to a floor price. Prior to the Warrant Stockholder Approval Date, the floor Price shall be equalto 50% of the Nasdaq Minimum Price at the pricing of this offering and after the Warrant Stockholder Approval date, the floor Price shallbe 20% of the Nasdaq minimum Price.

TheWarrants will be exercisable only upon receipt of such stockholder approval as may be required by the applicable rules and regulationsof the Nasdaq Stock Market to permit the exercise of the Warrants (the “Warrant Stockholder Approval”). In the event thatwe are unable to obtain the Warrant Stockholder Approval, the Warrants will not be exercisable and therefore the Warrants may have substantiallyless value.

Weare also offering the opportunity to purchase, if the purchaser so chooses and in lieu of Units, up to 3,062,787 pre-funded units(the “Pre-Funded Units”) to purchasers whose purchase of Units in this offering would otherwise result in the purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock immediately following the consummation of this offering. Each Pre-Funded Unit consists of: (i)one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrants”); (ii) one Series A Warrant;and (iii) one Series B Warrant. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public inthis offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit is $0.0001 per share.The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercisedin full.

Thecommon stock and Pre-Funded Warrants, and the accompanying Warrants, as the case may be, can only be purchased together in this offeringbut will be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement related to thisprospectus, we are also registering the shares of common stock issuable upon exercise of the Warrants and Pre-Funded Warrants includedin the Units and Pre-Funded Units offered hereby.

Our common stock is listed on The Nasdaq Capital Market under the symbol “CYN.” The last reported sale price of our common stock on The Nasdaq Capital Market on November 26, 2024 was $6.39 per share. There is no established trading market for the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants and we do not intend to list the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants on any securities exchange or nationally recognized trading system. 

Wehave engaged Aegis Capital Corp. to act as our exclusive placement agent in connection with this offering. The placement agent has agreedto use its best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing orselling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specificnumber or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below,which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow,trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is nominimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby,which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in theevent that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. See “RiskFactors” at page 9. We will bear all costs associated with the offering. See “Plan of Distribution” on page24 of this prospectus for more information regarding these arrangements.

Thepublic offering price for the securities in this offering will be determined at the time of pricing and may be at a discount to the currentmarket price at the time. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the finaloffering price. The final public offering price will be determined through negotiation between us, the placement agent and the investorsbased upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operatingresults, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. 

Weintend to use the proceeds from this offering for general corporate purposes, including working capital and investments. See “Useof Proceeds.”

Investingin the Securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for adiscussion of information that should be considered in connection with an investment in our common stock.

Neitherthe Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Weare an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have electedto comply with certain reduced public company reporting requirements.

Thedelivery to purchasers of securities in this offering is expected to be made on or about                 ,2024, subject to satisfaction of certain customary closing conditions.

SolePlacement Agent

AegisCapital Corp.

Thedate of this prospectus is                     , 2024

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or any prospectus supplement or amendment or incorporated by reference.Neither we, nor the placement agent, have authorized any other person to provide you with information that is different from, or addsto, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.Neither we nor the placement agent take responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurateonly as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business,financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securitiesin any jurisdiction in which such offer is unlawful.

Noaction is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distributionof this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United Statesare required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectusapplicable to that jurisdiction.

ABOUTTHIS PROSPECTUS

Weincorporate by reference important information into this prospectus. You may obtain the information incorporated by reference withoutcharge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectusas well as additional information described under “Information Incorporated By Reference,” before deciding to invest in oursecurities.

Neitherwe nor Aegis have authorized anyone to provide you with information different from or inconsistent with the information contained inor incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of,any other information that others may give you. You should assume that the information appearing in this prospectus and the documentsincorporated by reference in this prospectus is accurate only as of the date of those respective documents, regardless of the time ofdelivery of those respective documents. Our business, financial condition, results of operations and prospects may have changed sincethose dates. 

Theinformation incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relatingto market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates andresearch, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications,studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internalcompany research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitionshave been verified by any independent source.

Wefurther note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any documentthat is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreement, including,in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Weare offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.The distribution of this prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outsidethe United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to,the offering of our common stock and the distribution of this prospectus outside the United States. This prospectus does not constitute,and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectusby any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

CYNGNInc. and its consolidated subsidiaries are referred to herein as “Cyngn,” “the Company,” “we,” “us”and “our,” unless the context indicates otherwise.

Thisprospectus contains, or incorporates by reference, trademarks, tradenames, service marks and service names of CYNGN Inc. and its subsidiaries. 

RISKFACTORS

Aninvestment in our securities involves a high degree of risk. You should carefully consider the following risks and all of the other informationcontained or incorporated by reference in this prospectus before deciding whether to invest in our securities, including therisks and uncertainties described below and under the caption “Risk Factors” in our most recently filed Annual Report onForm 10-K and Quarterly Report on Form 10-Q filed with the SEC, in each case as these risk factors are amended or supplemented by subsequentAnnual Reports on Form 10-K or Quarterly Reports on Form 10-Q. Our business, financial condition, results of operations and future prospectsmay be adversely affected as a result of such risks. In such an event, the market price of our common stock could decline, and you couldlose part or all of your investment.

RisksRelated to this Offering and the Ownership of Our Securities

Ourmanagement will have broad discretion over the use of the net proceeds from this offering.

Ourmanagement will have broad discretion as to the use of any net proceeds from this offering and could use them for purposes other thanthose contemplated at the time of this offering. As of the date of this prospectus, we intend to use the net proceeds of this offeringfor general corporate purposes, including working capital and repayment of outstanding notes, as contractually required. While managementintends to use the net proceeds in a manner that furthers our business objectives and maximizes the value for our investors, investorswill have limited visibility into the specific uses of the net proceeds. This wide-ranging discretion allows management to allocate fundsto areas that investors might not deem a priority or in their best interest. Consequently, the success of the investment is substantiallydependent on the judgment of our management with regard to the application of the net proceeds. Investors should be aware that the broaddiscretion in the use of proceeds increases the risk of their investment, as it may reduce the ability to assess the viability and potentialreturn of the investment. See “Use of Proceeds.”

Thereis no established public trading market for the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants being offered in this offering,and we do not expect markets to develop for these securities.

Thereis no established public trading market for the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants being offered in this offering,and we do not expect markets to develop for these securities. In addition, we do not intend to apply to list the Units, Pre-Funded Units,Warrants or Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an activemarket, the liquidity of the Units, Pre-Funded Units, Warrants and Pre-Funded Warrants will be limited.

TheWarrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination.

Wewill be issuing Warrants and Pre-Funded Warrants to purchase shares of common stock as part of this offering. To the extent we issueshares of common stock to effect a future business combination, the potential for the issuance of a substantial number of additionalshares upon exercise of the Warrants or Pre-Funded Warrants could make us a less attractive acquisition vehicle in the eyes of a targetbusiness. Such warrants, when exercised, will increase the number of issued and outstanding shares of common stock and reduce the valueof the shares issued to complete the business combination. Accordingly, the Pre-Funded Warrants and Warrants may make it more difficultto effectuate a business combination or increase the cost of acquiring a target business. Additionally, the sale, or even the possibilityof a sale, of the shares of common stock underlying the Pre-Funded Warrants and Warrants could have an adverse effect on the market pricefor our securities or on our ability to obtain future financing. If and to the extent the Pre-Funded Warrants and Warrants are exercised,you may experience dilution to your holdings. 

TheWarrants and Pre-Funded Warrants are speculative in nature.

Exceptas otherwise set forth in the Pre-Funded Warrants and Warrants, the Pre-Funded Warrants and Warrants offered in this offering do notconfer any rights of common stock ownership on their holders, such as voting rights, but rather merely represent the right to acquireshares of our common stock at a fixed price for a limited period of time. Specifically, commencing upon Warrant Stockholder Approval,holders of the Series A Warrants may exercise their right to acquire the common stock and pay an exercise price of $8.16 per share (125%of the assumed offering price per Unit), subject to adjustment, from time to time, until the 5 year anniversary from the date of theWarrant Stockholder Approval, after which date any unexercised Series A Warrants will expire and have no further value, and holders ofthe Pre-Funded Warrants may exercise their right to acquire the common stock and pay an exercise price of $0.0001 per share, subjectto adjustment, from time to time, until all of the Pre-Funded Warrants have been exercised; and commencing upon Warrant Stockholder Approval,holders of Series B Warrants may exercise their right to acquire the common stock and pay an exercise price of $8.16 per share 125% ofthe assumed offering price per Unit), subject to adjustment, from time to time, until the two and one half year anniversary from thedate of Warrant Stockholder Approval, after which date any unexercised Series B Warrants will expire and have no further value.

TheWarrants may not be exercised until we receive the Warrant Stockholder Approval.

UnderNasdaq listing rules, the Warrants may not be exercised unless and until we obtain the Warrant Stockholder Approval. While we intendto promptly seek stockholder approval, there is no guarantee that the Warrant Stockholder Approval will ever be obtained. If we are unableto obtain the Warrant Stockholder Approval, the Warrants will have substantially less value. In addition, we will incur substantial costs,and management will devote substantial time and attention, in attempting to obtain the Warrant Stockholder Approval.

Sincethe Pre-Funded Warrants and Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

Inthe event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised Warrantsor Pre-Funded Warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result,holders of the Warrants and Pre-Funded Warrants may, even if we have sufficient funds, not be entitled to receive any consideration fortheir Warrants or Pre-Funded Warrants or may receive an amount less than they would be entitled to if they had exercised their Warrantsor Pre-Funded Warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

Stockholdersmay experience future dilution as a result of this and future equity offerings.

Inorder to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible intoor exchangeable for our common stock. Investors purchasing our shares or other securities in the future could have rights superior toexisting common stockholders, and the price per share at which we sell additional shares of our common stock or other securities convertibleinto or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.

Youwill experience immediate and substantial dilution in the net tangible book value per share of the common stock included in the Units.

Theeffective price per share of common stock included in the Units is substantially higher than the net tangible book value per share ofour common stock outstanding prior to this offering. Assuming the sale of all Units in this offering and no sale of any Pre-Funded Units,if you purchase Units in this offering, you will suffer immediate and substantial dilution of $1.98 per share, with respect to the nettangible book value of the common stock as of September 30, 2024. See the section titled “Dilution” below for a moredetailed discussion of the dilution you will incur if you purchase Units in this offering.

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock priceand trading volume could decline.

Thetrading market for our common stock will depend in part on the research and reports that securities or industry analysts publish aboutus or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurateor unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage ofour Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and tradingvolume to decline.

Youmay experience future dilution as a result of future equity offerings or acquisitions.

Inorder to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible intoor exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares orother securities in any future offering at a price per share that is less than the price per share paid by investors in this offering,and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price pershare at which we sell additional shares of our common stock, or securities convertible or exchangeable into our common stock, in futuretransactions or acquisitions may be higher or lower than the price per share paid by investors in this offering.

Ourmanagement will have broad discretion over the use of the net proceeds from this offering.

Thisoffering grants our management broad discretion in the application of the net proceeds. While management intends to use the net proceedsin a manner that furthers our business objectives and maximizes the value for our investors, investors will have limited visibility intothe specific uses of the net proceeds. This wide-ranging discretion allows management to allocate funds to areas that investors mightnot deem a priority or in their best interest. Consequently, the success of the investment is substantially dependent on the judgmentof our management with regard to the application of the net proceeds. Investors should be aware that the broad discretion in the useof proceeds increases the risk of their investment, as it may reduce the ability to assess the viability and potential return of theinvestment. See “Use of Proceeds.”

Ourcommon stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of the Securities.

Althoughour common stock is traded on The Nasdaq Capital Market, the volume of trading has historically been limited. Our average daily tradingvolume of our shares from January 1, 2024 to September 30, 2024 was approximately 389,192 shares. Thinly traded stocks can be more volatilethan stock trading in a more active public market. We cannot predict whether and to what the extent to which an active public marketfor our common stock will develop or be sustained. Therefore, a holder of our common stock who wishes to sell his or her shares may notbe able to do so immediately or at an acceptable price.

Inaddition, our common stock has experienced, and is likely to experience, significant price and volume fluctuations in the future, whichcould adversely affect the market prices of our common stock without regard to our operating performance. In addition, we believe thatfactors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financialmarkets could cause the market prices of our common stock to fluctuate substantially. These fluctuations may also cause short sellersto periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of marketparticipants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

Aninvestment in our securities is speculative, and there can be no assurance of any return on any such investment.

Investorsare cautioned that an investment in the securities offered hereby is highly speculative and involves a significant degree of risk. Thesuccess of our business and the ability to achieve our business goals and objectives, as outlined in this prospectus, are subject tonumerous uncertainties, contingencies and risks. As such, there is no assurance that investors will realize a return on their investmentor that they will not lose their entire investment. Potential investors should carefully consider whether such a speculative investmentis suitable for their financial situation and investment objectives before purchasing securities.

Wemay need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensomefinancial restrictions on our business.

Wehave relied upon cash from financing activities, and, in the future, we hope to rely on revenues generated from operations to fund thecash requirements of our activities. However, there can be no assurance that we will be able to generate significant cash from our operatingactivities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us,if at all. Any debt financing or other financing of securities senior to the common stock will likely include financial and other covenantsthat will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business,prospects, financial condition and results of operations because we could lose our existing sources of funding, and our ability to securenew sources of funding could be impaired.

Therequirements of being a public company may strain our resources, divert management’s attention and affect our results of operations.

Asa public company, we face increased legal, accounting, administrative and other costs and expenses. We are subject to the reporting requirementsof the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley-Act”). The Exchange Act requires, among otherthings, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes- OxleyAct requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.For example, Section 404 requires that our management report on the effectiveness of our internal controls structure and procedures forfinancial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete.If we fail to maintain compliance under Section 404, we could be subject to sanctions or investigations by Nasdaq, the SEC, or otherregulatory authorities. Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market priceof our common stock. Any continued failure of our internal control over financial reporting could have a material adverse effect on ourstated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it couldharm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independentauditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet ourongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements,which will increase costs, and evaluate the costs of our current service providers. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time- consuming and costly, although we are currently unableto estimate these costs with any degree of certainty. A number of those requirements will require us to carry out activities we havenot done previously. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiativesand to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns,which could have a material adverse effect on our business, financial condition and results of operations.

Additionally,the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increasedcosts will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable tosatisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatoryaction and potentially civil litigation.

Ifwe are not able to comply with the applicable continued listing requirements or standards of The NASDAQ Capital Market, The NASDAQ CapitalMarket could delist and adversely affect the market price and liquidity of our common stock.

Ourcommon stock is currently traded on The NASDAQ Capital Market under the symbol “CYN”. We have in the past been, and may inthe future be, unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our commonstock on The NASDAQ Capital Market. If we fail to meet any of the continued listing standards of The NASDAQ Capital Market, our commonstock will be delisted from The NASDAQ Capital Market.

Newlaws, regulations, and standards relating to corporate governance and public disclosure may create uncertainty for public companies,increase legal and financial compliance costs and make some activities more time consuming.

Theselaws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,may evolve over time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regardingcompliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to complywith new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities relatedto their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adverselyaffected.

Asa “smaller reporting company” under applicable law, we are subject to lessened disclosure requirements, which could leaveour stockholders without information or rights available to stockholders of more mature companies.

Weare a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are permittedto comply with reduced disclosure obligations in our SEC filings compared to larger public companies. This includes, but is not limitedto, simplified executive compensation disclosures, reduced financial statement requirements, and less stringent narrative disclosureobligations. While these scaled disclosure requirements may reduce the burden on us and provide some cost savings, investors should beaware that they may also receive less information about the Company than they would from a larger public reporting company. The designationas a smaller reporting company and the accompanying reduced disclosure requirements could make it more difficult for investors to fullyassess the value and risks of an investment in our securities. Consequently, the designation as a smaller reporting company under theSEC rules increases the risk to investors, as it may limit the amount of publicly available information to assess the Company’sperformance, prospects, and financial health. Potential investors should consider the implications of these reduced disclosure requirementswhen making an investment decision.

Wecurrently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investmentmay depend solely on the appreciation of our common stock.

Wehave not declared any cash dividends since inception. While our board of directors in September 2023, declared a one-time special stockdividend of 10% on our issued and outstanding shares of our common stock, we currently do not anticipate paying any dividends in theforeseeable future. This reinvestment strategy means that investors should not expect to receive any return on their investment throughdividend payments. Consequently, any return on investment will likely depend on the appreciation of the price of our common stock, whichmay never occur. Investors should be aware that the possibility of a lack of dividend income can significantly reduce the potential forincome from their investment in our Company, and the only opportunity for achieving a return on their investment may be through the saleof their shares at a price greater than their purchase price, which may not be possible. This risk is compounded by the market’svolatile nature and the speculative nature of our business, which may not lead to sufficient profits or operational cash flows to enabledividend payments in the future. Potential investors should carefully consider the long-term nature of an investment in our company,given our intention not to pay dividends and the consequent requirement for investors to seek returns through other means, such as capitalappreciation, which may not materialize.

Youshould consult your own independent tax advisor regarding any tax matters arising with respect to the securities offered in connectionwith this offering.

Participationin this offering could result in various tax-related consequences for investors. All prospective purchasers of the resold securitiesare advised to consult their own independent tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevantto the purchase, ownership and disposition of the resold securities in their particular situations.

Wemay be subject to securities litigation, which is expensive and could divert our management’s attention.

Themarket price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of theirsecurities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securitieslitigation against us could result in substantial costs and divert our management’s attention from other business concerns.

Wemay be unable to repay our indebtedness under the notes, and any default could harm our financial condition and could lead to us losingour intellectual property assets.

InNovember 2024, pursuant to a Securities Purchase Agreement, we issued Senior Notes having an aggregate principal amount of $4,375,000with an original issue discount of 20%, and which rank senior to any other Company indebtedness and our capital stock in the event ofa liquidation, including the securities being offered hereby. The Notes will mature on February 12, 2025. While the Notes are outstanding,the Company agreed to certain restrictive covenants, including covenants providing that the Company and its subsidiaries are not permittedto incur any indebtedness, create any other liens or security interests on property or assets, make payments on any other indebtedness,change its business, or license our intellectual property, unless the note holders give their prior written consent, which restrictionscould materially adversely impact our operations and prevent or delay the execution of our business plan, strategic transactions or capitalraising efforts.

Wemay be unable to repay our indebtedness under the notes. If we default on the notes, we will be subject to a 20% interest rate and berequired to grant to the note holders a security interest in our intellectual property to secure the payment obligations under the notes.If the note holders seek to foreclose on their security interest in our intellectual property, we may lose some or all of our assets,which could cause severe interruptions in our business practices or temporarily or permanently suspend our business operations. Our failureto repay the notes and the consequences therefrom may negatively impact our financial condition and business operations and, in turn,your investment in us.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Allstatements in this prospectus and the documents incorporated by reference that are not historical facts should be considered “ForwardLooking Statements” within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation ReformAct of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performanceor achievements of the Company to be materially different from any future results, performance or achievements expressed or implied bythe forward-looking statements. Some of the forward-looking statements can be identified by the use words such as “believe,”“expect,” “may,” “estimates,” “should,” “seek,” “approximately,”“intend,” “plan,” “estimate,” “project,” “continue” or “anticipates”or similar expressions or words, or the negatives of those expressions or words. These statements may be made directly in this prospectusand they may also be incorporated by reference in this prospectus from other documents filed with the SEC, and include, but are not limitedto, statements about future financial and operating results and performance, statements about our plans, objectives, expectations andintentions with respect to future operations, products and services, and other statements that are not historical facts. These forward-lookingstatements are based upon the current beliefs and expectations of our management and are inherently subject to significant business,economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Inaddition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that aresubject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

Weundertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developmentsor otherwise, except as may be required by applicable laws or regulations.

USEOF PROCEEDS

We estimate that the net proceeds to us from this offering will be $18.0 million after deducting placement agent fees and other estimated offering expenses payable by us for this offering assuming that we sell 100% of the securities offered in this offering (or approximately $13.4 million, $8.8 million and $4.2 million if we sell 75%, 50% and 25% of the securities offered in this offering, respectively).

Weintend to use the net proceeds from this offering for working capital and other general corporate purposes and to repay the principalamount of $4,375,000 in outstanding senior notes of the Company. The senior notes mature on February 12, 2025, and upon the occurrenceof an event of default, as defined in the senior notes, bears interest as the rate of 20% per annum. Pursuant to the terms of the seniornotes, we are required to apply 100% of the net proceeds of this offering to repay the senior notes.

Investorsmust rely on the judgment of our management, who will have broad discretion regarding the application of the remaining net proceeds ofthis offering after repayment of our outstanding debt obligations. The amounts and timing of our actual expenditures will depend uponnumerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth.We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes. Pending these uses, we intendto invest the net proceeds of this offering in a money market or other interest-bearing account.

DIVIDENDPOLICY

Wehave not declared any cash dividends since inception. While our board of directors in September 2023, declared a one-time special stockdividend of 10% on our issued and outstanding shares of our common stock, we currently do not anticipate paying any dividends in theforeseeable future. We anticipate that all of our earnings will be used to provide working capital, to support our operations, and tofinance the growth and development of our business. The payment of dividends is within the discretion of our board of directors and willdepend on our earnings, capital requirements, financial condition, prospects, applicable Delaware law, which provides that dividendsare only payable out of surplus or current net profits, and other factors our board of directors might deem relevant. There are no restrictionsthat currently limit our ability to pay dividends on our common stock other than those generally imposed by applicable state law.

CAPITALIZATION

Thefollowing table sets forth our consolidated cash and capitalization, as of September 30, 2024. Such information is set forth on the followingbasis:

Youshould read the following table in conjunction with “Use of Proceeds,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and our financial statements and related notes included in thisprospectus.

Thepro forma as adjusted information set forth below is illustrative only and will be adjusted based on the actual public offering priceand other terms of this offering determined at pricing.

Theinformation above excludes:

DILUTION

Purchasersof our common stock in this offering will experience an immediate and substantial dilution in the pro forma net tangible book value oftheir shares of common stock. Dilution in pro forma net tangible book value represents the difference between the public offering priceper share and the pro forma as adjusted net tangible book value per share of our common stock immediately after the offering.

Thehistorical net tangible book value (deficit) of our common stock as of September 30, 2024 was $5,160,837 or $2.55 per share. Historicalnet tangible book value per share of our common stock represents our total tangible assets (total assets less intangible assets) lesstotal liabilities divided by the number of shares of common stock outstanding as of that date.

Aftergiving effect to the issuance of an aggregate of 405,125 shares of common stock from September 30, 2024 until the date of this prospectus,our pro forma net tangible book value as of September 30, 2024 would have been $8,182,637 or approximately $3.36 per share of our commonstock.

After giving effect to thepro forma adjustments set forth above and the sale of 3,062,787 Units in this offering at an assumed public offering price of $6.53 perUnit, after deducting estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted nettangible book value as of September 30, 2024 would have been $23,163,375 or approximately $4.55 per share of common stock. This representsan immediate increase in pro forma net tangible book value per share of $2.01 to the existing stockholders and an immediate dilution inpro forma net tangible book value per share of $1.98 to new investors who purchase Units in the offering. The following table illustratesthis per share dilution to new investors:

Thedilution information discussed above is illustrative only and will change based on the actual public offering price and other terms ofthis offering determined at pricing. A $1 increase or decrease in the assumed public offering price of $6.53 per Unit, would increaseor decrease our pro forma as adjusted net tangible book value per share after this offering by $0.55 and increase or decrease dilutionper share to new investors purchasing Units in this offering by $0.45, assuming that the number of Units offered by us, as set forthon the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimatedoffering expenses payable by us.

Tothe extent that outstanding options or warrants are exercised, you will experience further dilution. In addition, we may choose to raiseadditional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current orfuture operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, theissuance of these securities may result in further dilution to our stockholders.

Thedilution information set forth in the table above is illustrative only and will be adjusted based on the actual public offering priceand other terms of this offering determined at pricing.

DESCRIPTIONOF SECURITIES

Thefollowing description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisionsof the capital stock contained in our Certificate of Incorporation and our Bylaws.

General

Ourauthorized capital stock consists of 200,000,000 shares of common stock, $0.00001 par value per share, and 10,000,000 shares of preferredstock, $0.00001 par value per share.

Asof the date of this prospectus, there were 2,431,784 shares of our common stock issued and outstanding held by approximately 64 holdersof record, and no shares of our preferred stock issued and outstanding.

CommonStock

Ourcertificate of incorporation, as amended and restated (“Certificate of Incorporation”) authorize us to issue up to 200,000,000shares of common stock, $0.00001 par value. Each holder of our common stock is entitled to one (1) vote for each share held of recordon all voting matters we present for a vote of stockholders, including the election of directors. Holders of common stock have no cumulativevoting rights or preemptive rights to purchase or subscribe for any stock or other securities, and there are no conversion rights orredemption or sinking fund provisions with respect to our common stock. All shares of our common stock are entitled to share equallyin dividends from sources legally available when, and if, declared by our Board of Directors.

OurBoard of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Certificate ofIncorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholderaction.

Inthe event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available fordistribution to stockholders. However, the rights, preferences and privileges of the holders of our common stock are subject to, andmay be adversely affected by, the rights of the holders of shares of preferred stock that have been issued or shares of preferred stockthat our Board of Directors may decide to issue in the future.

Warrantsand Pre-Funded Warrants Offered in this Offering

Thefollowing summary of certain terms and provisions of the Warrants and Pre-Funded Warrants offered hereby is not complete and is subjectto, and qualified in its entirety by the provisions of the forms of Warrant and Pre-Funded Warrant, which are filed as exhibits to theregistration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions setforth in the forms of Warrant and Pre-Funded Warrant.

Exercisability.The Pre-Funded Warrants are exercisable at any time after their original issuance until they are exercised in full. The Series A Warrantswill be exercisable commencing upon the Warrant Stockholder Approval until five years after the date of Warrant Stockholder Approval,and the Series B Warrants will be exercisable commencing upon the Warrant Stockholder Approval until two and one-half years after thedate of Warrant Stockholder Approval. Each of the Warrants and the Pre-Funded Warrants will be exercisable, at the option of each holder,in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full in immediately available fundsfor the number of shares of common stock subscribed for upon such exercise (except in the case of a cashless exercise as discussed below).

CashlessExercise and Alternative Cashless Exercise

Ifa registration statement registering the issuance of the shares of common stock underlying the Warrants or Pre-Funded Warrants underthe Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the Warrants or Pre-FundedWarrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stockdetermined according to the formula set forth in the Warrants or Pre-Funded Warrants, as applicable.

Nofractional shares of common stock will be issued in connection with the exercise of a Warrant or Pre-Funded Warrant. In lieu of fractionalshares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Underthe alternate cashless exercise option, the holder of the Series B Warrant, has the right to receive an aggregate number of shares equalto the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series BWarrant and (y) 3.0

ExerciseLimitation. A holder will not have the right to exercise any portion of the Pre-Funded Warrants or Warrants if the holder (togetherwith its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants,9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownershipis determined in accordance with the terms of the Warrants and Pre-Funded Warrants. However, any holder may increase or decrease suchpercentage to any other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respectto any increase in such percentage.

ExercisePrice. The exercise price of each Pre-Funded Warrant included in each Pre-Funded Unit is $0.0001 per share.

TheSeries A Warrants will be exercisable upon Warrant Stockholder Approval, have an exercise price of $8.16 per share of common stock (equalto 125% of the public offering price per Unit, subject to certain anti-dilution and share combination event protections, as further setforth below) and have a term of 5 years from the date of Warrant Stockholder Approval.

TheSeries B Warrants will be exercisable commencing upon Warrant Stockholder Approval, will have an exercise price of $8.16 per share ofcommon stock (equal to 125% of the public offering price per Unit, subject to certain share combination event protections, as furtherset forth below) per share of common stock and will have a term of two and one-half years from the date of Warrant Stockholder Approval.

Beginningon the 11th trading day after the Warrant Stockholder Approval Date (the “Reset Date”), the exercise price of the Warrantswill reset to a price equal to the greater of (i) the Floor Price, as defined in the Warrants, in effect on the Reset Date, and (ii)the lowest volume weighted average price (“VWAP”) during the period commencing on the first trading day immediately followingthe Stockholder Approval Date and ending on the close of trading on the 10th trading day thereafter. In addition, following a reversestock split, the exercise price of the Warrants will be adjusted to equal the lowest single-day VWAP during the period from the tradingday immediately following, until the fifth trading day following the reverse stock split with a proportionate adjustment to the numberof shares underlying the Warrants.

Adjustmentfor Subsequent Issuances. Subject to certain exceptions, if the Company sells any common stock (or securities convertible into orexercisable into common stock) at a price per share (or conversion or exercise price, as applicable) less than the exercise price ofthe Series A Warrants then in effect, then the exercise price of the Series A Warrants will be reduced to such lower price (subject toa minimum exercise price of $                 prior toStockholder Warrant Approval (50% of the Nasdaq Minimum Price as of the date of pricing of this offering and a minimum exercise priceof $                       afterWarrant Stockholder Approval (20% of the Nasdaq Minimum Price as of the date of pricing of this offering)).

ShareCombination Event Adjustment. If at any time on or after the date of issuance there occurs any share split, share dividend, sharecombination recapitalization or other similar transaction involving our common stock and the lowest daily volume weighted average priceduring the period commencing on the trading day immediately following the applicable date of share combination event and ending on thefifth trading day immediately following such date is less than the exercise price of the Warrants then in effect, then the exercise priceof the Warrants will be reduced to the lowest daily volume weighted average price during such period (subject to a minimum exercise priceof $                      prior to Stockholder Warrant Approval (50% of the Nasdaq Minimum Price as of the date of pricing of this offering and a minimum exerciseprice of $                 after Warrant StockholderApproval (20% of the Nasdaq Minimum Price as of the date of pricing of this offering)) and the number of shares issuable upon exercisewill be proportionately adjusted such that the aggregate price will remain unchanged.

WarrantStockholder Approval. Under Nasdaq listing rules, the Warrants may not be exercised unless and until we obtain the approval of ourstockholders. While we intend to promptly seek stockholder approval, there is no guarantee that the Warrant Stockholder Approval willever be obtained. If we are unable to obtain the Warrant Stockholder Approval, the Warrants may not be exercised and will have substantiallyless value. In addition, we will incur substantial cost, and management will devote substantial time and attention, in attempting toobtain the Warrant Stockholder Approval.

Transferability.Subject to applicable laws, the Warrants and the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned withoutour consent.

ExchangeListing. We do not intend to apply for the listing of the Warrants or Pre-Funded Warrants offered in this offering on any stock exchange.Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited.

Rightsas a Stockholder. Except as otherwise provided in the Warrants or the Pre-Funded Warrants or by virtue of such holder’s ownershipof our shares of common stock, the holder of a Warrant or Pre-Funded Warrant does not have the rights or privileges of a holder of ourshares of common stock, including any voting rights, until the holder exercises the Warrant or Pre-Funded Warrant.

FundamentalTransaction. In the event of a fundamental transaction, as described in the Warrants and the Pre-Funded Warrants, and generally including,with certain exceptions, any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer orother disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, theacquisition of more than 50% of our outstanding shares of common stock, or any person or group becoming the beneficial owner of 50% ofthe voting power represented by our outstanding shares of common stock, the holders of the Warrants and the Pre-Funded Warrants willbe entitled to receive upon exercise thereof the kind and amount of securities, cash or other property that the holders would have receivedhad they exercised the warrants immediately prior to such fundamental transaction.

GoverningLaw. The Pre-Funded Warrants and the Warrants are governed by New York law.

OtherSecurities of the Company Not Being Offered in this Offering

Thefollowing is a description of securities of the Company other than the common stock and Warrants being offered hereby.

PreferredStock

OurCertificate of Incorporation authorize us to issue up to 10,000,000 shares of preferred stock, $0.00001 par value. Our Board of Directorsis authorized, without further action by the stockholders, to issue shares of preferred stock and to fix the designations, number, rights,preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption,liquidation preferences and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our abilityto issue preferred stock, will provide flexibility in connection with possible financing or acquisition transactions in the future. Theissuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of anyliquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring,or preventing a change in control of our Company.

OutstandingWarrants

Asof November 21, 2024, we had 65,271 outstanding warrants with a weighted average exercise price of $285.29 per share, with a weightedaverage remaining life of 5 years. 

OutstandingOptions

Asof November 21, 2024, we have 162,566 outstanding options with a weighted average exercise price of $96.90 per share, with a weightedaverage remaining contractual life of 6.4 years. 

RestrictedStock Units (RSU)

Asof November 21, 2024, we have 2,400 outstanding RSUs.

Anti-TakeoverProvisions

Certificateof Incorporation and Bylaw Provisions

Ouramended and restated certificate of incorporation and our amended and restated bylaws will include a number of provisions that may havethe effect of deterring hostile takeovers or delaying or preventing changes in control of our management team, including the following:

ClassifiedBoard. Our fifth amended and restated certificate of incorporation and amended and restated bylaws provide that our board of directorswill be classified into three classes of directors, each of which will hold office for a three-year term. In addition, directors mayonly be removed from the board of directors for cause and only by the approval of two-thirds of the combined vote of our then outstandingshares of common stock. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us asit is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.

SupermajorityApprovals. Our amended and restated bylaws require the approval of two-thirds of the combined vote of our then-outstanding sharesof our common stock to amend our bylaws. This will have the effect of making it more difficult to amend our amended and restated bylawsto remove or modify certain provisions.

AdvanceNotice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice proceduresfor stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directorsat any meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and contentof a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholdersor from making nominations for directors at our meetings of stockholders.

Issuanceof Undesignated Preferred Stock. Our board of directors has the authority, without further action by the holders of our common stock,to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated fromtime to time by the board of directors. The existence of authorized but unissued shares of preferred stock will enable our board of directorsto render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise.

Issuanceof Unissued Stock. Our shares of unissued common stock are available for future issuance without stockholder approval, subject tocertain protections afforded to our preferred stock pursuant to our certificate of incorporation, as amended and restated. We may utilizethese additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitatecorporate acquisitions, payment as a dividend on the capital stock or as equity compensation to our service providers under our equitycompensation plans. The existence of unissued and unreserved common stock may enable our board of directors to issue shares to personsfriendly to current management thereby protecting the continuity of our management. Also, if we issue additional shares of our authorized,but unissued, common stock, these issuances will dilute the voting power and distribution rights of our existing common stockholders.

DelawareLaw

Weare governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engagingin a “business combination” with an “interested stockholder” for a period of three years after the date of thetransaction in which the person became an interested stockholder, unless:

Ingeneral, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting infinancial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates,owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effectof delaying, deferring or preventing changes in control of our company.

Choiceof Forum

Ouramended and restated certificate of incorporation provide that unless the Company consents in writing to the selection of an alternativeforum, the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought onour behalf; any action asserting a breach of fiduciary duty by any of our directors, officers or other employees to us or our stockholders;any action asserting a claim against the Company, our directors or officer or employees directors arising pursuant to any provision ofthe DGCL, our amended and restated certificate of incorporation or amended and restated bylaws or any other action asserting a claimagainst us our directors or officers or employees that is governed by the internal affairs doctrine. This choice of forum provision doesnot apply to actions brought to enforce a duty or liability created by the Exchange Act or any other claim for which federal courts haveexclusive jurisdiction.

Furthermore,unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be theexclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. We intend for thisprovision to apply to any complaints asserting a cause of action under the Securities Act despite the fact that Section 22 of the SecuritiesAct creates concurrent jurisdiction for the federal and state courts over all actions brought to enforce any duty or liability createdby the Securities Act or the rules and regulations promulgated thereunder. The enforceability of similar choice of forum provisions inother companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court couldfind these types of provisions in our certificate of incorporation to be inapplicable or unenforceable.

Limitationsof Liability and Indemnification

OurCertificate of Incorporation limits the liability of directors to the maximum extent permitted by the DGCL. The DGCL provides that directorsof a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors.

Ourbylaws, as amended, provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnifyemployees and other agents. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advanceof the final disposition of any action or proceeding.

Ourbylaws, as amended, subject to the provisions of the DGCL, contain provisions which allow the corporation to indemnify any person againstliabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connectionwith service to us if it is determined that person acted in good faith and in a manner which he or she reasonably believed was in thebest interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, orthe Securities Act, may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion ofthe Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore,unenforceable.

Thelimitation of liability and indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directorsfor breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, eventhough an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial conditionmay be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnificationprovisions.

Atpresent, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is requiredor permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

TransferAgent and Registrar

Thetransfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.

Listing

Ourcommon stock is listed on The Nasdaq Capital Market under the symbol “CYN.”

PLANOF DISTRIBUTION

Wehave engaged Aegis Capital Corp., to act as our sole placement agent to solicit offers to purchase the Units offered by this prospectuson a best efforts basis. The placement agent is not purchasing or selling any such securities, nor is it required to arrange for thepurchase and sale of any specific number or dollar amount of such securities, other than to use its “best efforts” to arrangefor the sale of such securities by us. Therefore, we may not sell all, or any of the Units being offered. The terms of this offeringwere subject to market conditions and negotiations between us, the placement agent and prospective investors. This is a best-effortsoffering and there is no minimum number of securities or minimum aggregate amount of proceeds that is a condition to the closing of thisoffering. The placement agent may retain sub-agents and selected dealers in connection with this offering. We will have one closing forall the securities purchased in this offering. The public offering price per Unit will be fixed for the duration of this offering.

Deliveryof the securities offered hereby is expected to occur on or about December        , 2024 subjectto satisfaction of certain customary closing conditions.

Wehave agreed to pay the placement agent a fee equal to 7% (including the 1% non-accountable expense allowance) of the gross proceeds receivedin the offering. In addition, we have agreed to reimburse the placement agent for its legal fees, and disbursements and expenses in connectionwith this offering in an amount of $100,000.

We have agreed to pay theplacement agent’s legal expenses relating to the offering in the amount of $100,000. We estimate the total expenses payable by usfor this offering, excluding the placement agent fees and expenses, will be approximately $297,462.

Assuming we raise the maximumamount offered of $20,000,000 in proceeds from this offering, we anticipate payment to the placement agent of not more than $1,600,000,consisting of $ 1,400,000 for the placement agent fee, $200,000 representing the non-accountable allowance, and up to $397,462 for thereimbursement of accountable fees, costs and expenses of the placement which are payable by us.

RegulationM

Theplacement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissionsreceived by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwritingdiscounts or commissions under the Securities Act. As an underwriter, the placement Agent would be required to comply with the requirementsof the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 andRegulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placementagent acting as principal. Under these rules and regulations, the placement agent:

Listing

Ourcommon stock is listed on The Nasdaq Capital Market under the trading symbol “CYN.” We do not plan to list the Pre-fundedWarrants or the Warrants on the Nasdaq Capital Market or any other securities exchange or trading market.

Lock-Upand Market Standoff Agreements

Pursuantto certain “lock-up” agreements, we, our executive officers, directors, and our 10% and greater stockholders have agreednot to, for a period of 60 days after the Warrant Stockholder Approval Date, without the prior written consent of the placement agent,directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of (or enter into any transactionor device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the futureof) our common stock or any securities convertible into or exercisable or exchangeable for our common stock, enter into any swap or otherderivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of sharesof our common stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendmentsthereto, with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeablefor shares of common stock or any other of our securities or publicly disclose the intention to do any of the foregoing, subject to customaryexceptions.

Rightof First Refusal 

Wegranted the placement agent a right of first refusal to provide investment banking services to us on an exclusive basis in all mattersfor which investment banking services are sought by us for a period commencing on the closing of this offering and ending on the 24-monthanniversary thereof.

Specifically,for a period of 24 months from the closing of this offering, if the Company or its subsidiaries (a) decides to finance or refinance anyindebtedness, Aegis (or any affiliate designated by the placement agent) shall have the right to act as sole book-runner, sole manager,sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a publicoffering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked ordebt securities, the placement agent (or any affiliate designated by Aegis) shall have the right to act as sole book-running manager,sole underwriter or sole placement agent for such financing. If Aegis or one of its affiliates decides to accept any such engagement,the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar sizeand nature. The decision to accept the Company’s engagement shall be made by placement agent or one of its affiliates, by a writtennotice to the Company, within ten (10) days of the receipt of the Company’s notification of its financing needs, including a detailedterm sheet.

OtherRelationships

Theplacement agent and its respective affiliates may in the future engage in investment banking and other commercial dealings in the ordinarycourse of business with us or our affiliates. The placement agent may in the future receive customary fees and commissions for thesetransactions.

Inthe ordinary course of its various business activities, the placement agent and its affiliates may make or hold a broad array of investmentsand actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) fortheir own account and for the accounts of its customers, and such investment and securities activities may involve securities and/orinstruments of the issuer. The placement agent and its affiliates may also make investment recommendations and/or publish or expressindependent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,long and/or short positions in such securities and instruments.

DiscretionaryAccounts

Theplacement agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Indemnification

Wehave agreed to indemnify the placement agent against certain liabilities, including certain liabilities arising under the SecuritiesAct, or to contribute to payments that the placement agent may be required to make for these liabilities.

Determinationof Offering Price

Thepublic offering price of the securities we are offering was negotiated between us and the investors, in consultation with the placementagent based on the trading of our Common Stock prior to the offering, among other things. Other factors considered in determining thepublic offering price of the securities we are offering include our history and prospects, the stage of development of our business,our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditionsof the securities markets at the time of the offering and such other factors as were deemed relevant.

ElectronicOffer, Sale and Distribution

Thisprospectus in electronic format may be made available on websites or through other online services maintained by the placement agent,or by its affiliates. Other than this prospectus in electronic format, the information on the placement agent’s website and anyinformation contained in any other website maintained by the placement agent is not part of this prospectus or the registration statementof which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent in its capacity as a placementagent, and should not be relied upon by investors.

OfferRestrictions Outside the United States

Otherthan in the United States, no action has been taken by us or the placement agent that would permit a public offering of the securitiesoffered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus maynot be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connectionwith the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that willresult in compliance with the applicable rules and regulations of that jurisdiction. Persons who come into possession of this prospectusare advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus inany jurisdiction in which such an offer or a solicitation is unlawful

TransferAgent and Registrar

Thetransfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company.

EXPERTS

Theconsolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’equity and cash flows for each of the two years in the period ended December 31, 2023 and the related notes, have been audited by MarcumLLP, the independent registered public accounting firm of the Company, as stated in their report, which includes an explanatory paragraphas to the Company’s ability to continue as a going concern, which is incorporated herein by reference. Such financial statementshave been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accountingand auditing.

LEGALMATTERS

Certainlegal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Sichenzia Ross FerenceCarmel LLP, New York, New York. The placement agent is being represented by Kaufman & Canoles,P.C., Richmond, VA, in connection with this offering.

INFORMATIONINCORPORATED BY REFERENCE

TheSEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to discloseimportant information to you by referring you to those other documents. The information incorporated by reference is an important partof this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We fileda registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities being offered pursuant to thisprospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should referto the registration statement, including the exhibits and schedules attached to the registration statement and the information incorporatedby reference, for further information about us and the securities being offered pursuant to this prospectus. Statements in this prospectusregarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarilycomplete, and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement,including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the officesof the SEC listed below in “Where You Can Find More Information.” The documents we are incorporating by reference into thisprospectus are:

Thisprospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously beenfiled with the SEC:

Wealso incorporate by reference all documents we file pursuant to Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any portionsof filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the date of theinitial registration statement of which this prospectus is a part and prior to effectiveness of such registration statement. All documentswe file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior tothe termination of the offering are also incorporated by reference and are an important part of this prospectus.

Anystatement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or supersededfor the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed documentwhich also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or supersededshall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Youmay request a copy of these filings, at no cost, by writing or telephoning us at the following address: Cyngn Inc., Attention: CorporateSecretary, 1015 O’Brien Dr., Menlo Park, CA 94025, phone number (650) 924-5905.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered hereby.This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registrationstatement or the exhibits and schedules filed therewith. For further information about us and our securities offered hereby, we referyou to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding thecontents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibitto the registration statement. The SEC maintains a website that contains reports, proxy and information statements and other informationregarding registrants that file electronically with the SEC. The address is http://www.sec.gov.

Weare subject to the reporting requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and otherinformation with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website. Wealso maintain a website at http://www.shiftpixy.com, at which you may access thesematerials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The informationcontained in, or that can be accessed through, our website is not part of this prospectus. You may also request a copy of these filings,at no cost, by writing or telephoning us at: 1015 O’Brien Dr., Menlo Park, CA 94025, phone number (650) 924-5905. 

Upto 3,062,787 Units, with each Unit consisting of:

OneShare of Common Stock

OneSeries A Warrant to Purchase One Share of Common Stock

OneSeries B Warrant to Purchase One Share of Common Stock

Upto 3,062,787 Pre-Funded Units, with each Pre-Funded Unit consisting of:

OnePre-Funded Warrant to Purchase One Share of Common Stock

OneSeries A Warrant to Purchase One Share of Common Stock

OneSeries B Warrant to Purchase One Share of Common Stock

Upto 3,062,787 Shares of Common Stock Underlying the Pre-Funded Warrants

Upto  3,062,787 Shares of Common Stock Underlying the Series A Warrants

Upto 3,062,787 Shares of Common Stock Underlying the Series B Warrants

CyngnInc.

PRELIMINARYPROSPECTUS

AegisCapital Corp.

                                             ,2024

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

ITEM13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Thefollowing table sets forth all costs and expenses, other than the estimated placement agent fees and commissions payable by us, in connectionwith the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee and theFINRA filing fee.

ITEM14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section102 of the General Company Law of the State of Delaware (“DGCL”) permits a Company to eliminate the personal liability ofdirectors of a Company to the Company or its stockholders for monetary damages for a breach of fiduciary duty as a director, except wherethe director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law,authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personalbenefit. Our charter provides that no director of the Company shall be personally liable to it or its stockholders for monetary damagesfor any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent thatthe DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section145 of the DGCL provides that a Company has the power to indemnify a director, officer, employee, or agent of the Company, or a personserving at the request of the Company for another Company, partnership, joint venture, trust or other enterprise in related capacitiesagainst expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurredby the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to anythreatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a mannerhe reasonably believed to be in or not opposed to the best interests of the Company, and, in any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the Company,no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liableto the Company unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudicationof liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for suchexpenses which the Court of Chancery or such other court shall deem proper.

Ifa claim is not paid in full by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaidamount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecutingsuch claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defendingany proceeding in advance of its final disposition where any undertaking required by the Bylaws has been tendered to the Company) thatthe claimant has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the claimantfor the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (includingits board of directors (“Board”), legal counsel, or its stockholders) to have made a determination prior to the commencementof such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standardof conduct set forth in the DGCL, nor an actual determination by the Company (including its Board, legal counsel, or its stockholders)that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct. Indemnification shall include payment by the Company of expenses in defendingan action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the personindemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification.

ITEM15. RECENT SALES OF UNREGISTERED SECURITIES

Setforth below is information regarding securities issued by us within the last three years from which were not registered under the SecuritiesAct of 1933, as amended:

●    On April 28, 2022 pursuant to a securities purchase agreement with several institutional and accredited investors we sold an aggregateof (i) 3,790,322 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 2,661,291 shares of common stock,and (iii) warrants to purchase up to an aggregate of 6,451,613 shares of common stock for gross proceeds to the Company of approximately$20,000,000. The combined purchase price for one share of common stock and a warrant to purchase one share of common stock was $3.10and the combined purchase price for one pre-funded warrant to purchase one share of common stock and a warrant to purchase one shareof common stock was $3.099. 

●    On November 12, 2024, the Company entered into a Securities Purchase with certain investors pursuant to which we sold and issued, ina private placement, senior notes with an aggregate principal amount of $4,375,000 and an aggregate of 405,125 shares of common stockof the Company, and received proceeds before expenses of $3,500,000.

Theissuance of the securities listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or RegulationD promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering.The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a viewto or for sale in connection with any distribution thereof.

Item16. Exhibits and Financial Statement Schedules.

(a)Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporatedinto this Item.

Item17. Undertakings.

Theundersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculationof Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reportsfiled with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the SecuritiesExchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filedpursuant to Rule 424(b) that is part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to bea new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(4)That, for the purpose of determining liability under the Securities Act to any purchaser:

(A)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of thedate the filed prospectus was deemed part of and included in the registration statement; and

(B)Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statementsrelying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registrationstatement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statementor prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference intothe registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract ofsale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was partof the registration statement or made in any such document immediately prior to such date of first use.

(5)That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distributionof securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuantto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securitiesare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller tothe purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule424; 

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to bythe undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons ofthe registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred orpaid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is assertedby such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in theopinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questionwhether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudicationof such issue.

Theundersigned registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as partof this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declaredeffective.

(2)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectusshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalfby the undersigned, thereunto duly authorized in the City of Menlo Park, State of California, on November 27, 2024.

POWEROF ATTORNEY

KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lior Tal and Donald Alvarez, andeach one of them, as their true and lawful attorney-in-fact, with full power of substitution and re-substitution for them and their andin their name, place and stead, in any and all capacities to sign any and all amendments including pre- and post-effective amendmentsto this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b)under the Securities Act of 1933, as amended, and pre- or post-effective amendments thereto, and to file the same, with all exhibitsthereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming allthat said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuantto the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacitiesand on the dates indicated.