| Item 1. | |
| (a) | Name of issuer:
Cyngn Inc. |
| (b) | Address of issuer's principal executive
offices:
1015 O'Brien Dr., Menlo Park, CA 94025 |
| Item 2. | |
| (a) | Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if
none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135 |
| (c) | Citizenship:
Bigger Capital Fund, LP
Citizenship: Delaware
Bigger Capital Fund GP, LLC
Citizenship: Delaware
District 2 Capital Fund LP
Citizenship: Delaware
District 2 Capital LP
Citizenship: Delaware
District 2 GP LLC
Citizenship: Delaware
District 2 Holdings LLC
Citizenship: Delaware
Michael Bigger
Citizenship: USA |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value |
| (e) | CUSIP No.:
23257B206 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of February 4, 2025, Bigger Capital beneficially owned (i) 327,344 shares of Common Stock, (ii) 8,734,475 shares issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation, and (ii) 8,384,475 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation. The shares issuable upon exercise of the Series B Warrants reflect that a holder of Series B warrants will receive three shares for every Series B Warrant exercised upon a cashless exercise.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Common Stock, Series A Warrants and Series B Warrants beneficially owned by Bigger Capital.
As of February 4, 2025, District 2 CF beneficially owned (i) 2,911,488 shares of Common Stock issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation, and (ii) 8,434,463 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation. The shares issuable upon exercise of the Series B Warrants reflect that a holder of Series B Warrants will receive three shares for every Series B Warrant exercised upon a cashless exercise.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Common Stock, Series A Warrants and Series B Warrants beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the securities beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the securities beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 327,344 shares of Common Stock beneficially owned by Bigger Capital, (ii) 8,734,475 shares issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by Bigger Capital, (iii) 8,384,475 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by Bigger Capital, (iv) 2,911,488 shares of Common Stock issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by District 2 CF, and (v) 8,434,463 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| (b) | Percent of class:
The following percentages are based on 21,504,186 shares of Common Stock outstanding as of December 31, 2024, as reported in the Issuer's prospectus filed with the Securities Exchange Commission on December 31, 2024, and to reflect the addition of exercisable Warrants to the denominator and the Blockers (as hereinafter defined).
As of the close of business on February 4, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.99% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 4.99% of the outstanding shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 4.99% of the outstanding shares of Common Stock.
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares (the "Blockers"), and the percentage set forth in Row 11 of the cover page for the Reporting Persons as well the information in this Item 4(b) with respect to the Reporting Persons gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blockers. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the
vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. Previously Filed |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
