Cyngn Audit Chair Exits, Leaving Audit Committee Below Nasdaq's Three-Member Rule

summarizeSummary

Cyngn's Audit Committee chair Karen Macleod is resigning at the November 3 annual meeting, leaving the committee with two members and out of compliance with Nasdaq's three-member rule; the company has notified Nasdaq and has until the earlier of the next annual meeting or November 3, 2027 to fix it.

check_boxKey Events · Corporate Governance and Compliance · CYN

• Audit Committee Chair Resigns

  Karen Macleod notified Cyngn on October 26, 2026 that she will not stand for re-election at the November 3, 2026 Annual Meeting and resigned effective when the polls close; she remains a director and Audit Committee chair until then.

• Nasdaq Audit Committee Deficiency

  Cyngn told Nasdaq on October 30, 2026 that the committee will have two members after her exit, failing Listing Rule 5605(c)(2)(A)'s requirement of at least three members and one financially sophisticated member.

• Cure Period to November 2027

  Under Rule 5605(c)(4)(B) the company expects until the earlier of its next annual meeting or November 3, 2027 to regain compliance, and plans to appoint a qualified independent director.

• Second Listing Issue Before Split Vote

  The deficiency follows the October 15, 2026 Nasdaq notice that Cyngn no longer meets the $1.00 minimum bid price, with shareholders voting November 3 on a reverse split of 1-for-5 to 1-for-150 to regain compliance.

auto_awesomeAnalysis · CYN · Technology

Cyngn loses its Audit Committee chair and drops to a two-member audit committee, breaching Nasdaq Listing Rule 5605(c)(2)(A) — a deficiency the company has formally reported to Nasdaq. The cure window runs until the earlier of the next annual meeting or November 3, 2027, so there is time, but the fix hinges on recruiting a qualified independent director. This lands days before the November 3 annual meeting, where shareholders vote on a reverse split to regain the $1.00 bid-price compliance the company lost per the October 15 notice — a second listing-standard problem arriving while the first is still unresolved. Macleod's exit is stated to be without disagreement, so the issue is governance bandwidth and listing risk, not a dispute.