Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On May 14, 2026, Exyn Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”), as representative of the underwriters named therein (the “Underwriters”), relating to the Company’s previously announced initial public offering (the “IPO”) of 2,500,000 units…
Filed May 19, 2026Accepted May 19, 2026, 8:41 AM EDTCIK 1960355Accession 0001104659-26-063581
We are a pioneer in fully adaptive and cognitive mission-level autonomous robotics and artificial intelligence (“AI”), delivering advanced solutions that enable safe, efficient, and scalable autonomy in complex, GPS-denied environments. Our mission is to deliver world-class autonomous robots to data-hungry industries to unlock new insights that drive smarter decisions. Leveraging proprietary Level 4B autonomy software and cutting-edge aerial and ground robotic systems, we empower industries, including mining, construction, critical infrastructure, and defense with real-time 3D mapping, data analytics, and autonomous navigation.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 14, 2026, Exyn Technologies, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Lucid Capital Markets, LLC (“Lucid”), as representative of the underwriters named therein (the
“Underwriters”), relating to the Company’s previously announced initial public offering (the
“IPO”) of 2,500,000 units (the “Units”), with each Unit consisting of one share
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to
purchase one share of Common Stock (each, a “Warrant”), a form of which was previously filed as an exhibit
to the Company’s registration statement on Form S-1, File No. 333-294453, as amended (the “Registration
Statement”), filed with the U.S. Securities and Exchange Commission (the “Commission”). The
Units were offered to the public at $7.75 per Unit, and the Underwriters purchased the Units from the Company at $7.13 per Unit,
reflecting an underwriting discount of $0.62 per Unit. The Warrants are exercisable immediately upon issuance, expire five years
after the initial issuance date and have an exercise price of $9.69 per share, subject to adjustment. The Company also granted the
Underwriters a 30-day option to purchase up to an additional 375,000 shares of Common Stock and/or Warrants. On May 18, 2026, the
Underwriters exercised their option to purchase an additional 375,000 Warrants at a purchase price of $0.01 per Warrant.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against
(or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).
This description of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference
into this Item 1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the section
entitled “Underwriting” in the Registration Statement.
Also on May 14, 2026, the Company entered into a warrant agency agreement
(the “Warrant Agency Agreement”) with Equiniti Trust Company, LLC (“Equiniti”), as
warrant agent, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants issued in the IPO, a form
of which was previously filed as an exhibit to the Company’s Registration Statement filed with the Commission. Under the Warrant
Agency Agreement, each Warrant entitles the registered holder to purchase one share of Common Stock at an exercise price of $9.69 per
share, subject to adjustment, and the Warrants are exercisable for five years from the date of closing of the IPO.
The Warrant Agency Agreement provides that Warrants may be exercised
by delivering a notice of exercise and paying the exercise price, or by cashless exercise if no effective registration statement or available
prospectus covers the issuance of the shares underlying the Warrants. The Warrant Agency Agreement and form of Warrant provide for customary
anti-dilution and other adjustment provisions.
This description of the Warrant Agency Agreement is qualified in its
entirety by reference to the full text of the Warrant Agency Agreement attached hereto as Exhibit 4.1, which is incorporated by reference
into this Item 1.01.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On May 18, 2026, in connection with the closing of the IPO, the Company
issued to Lucid (and/or its designees) warrants to purchase an aggregate of 71,875 shares of Common Stock (the “Representative’s
Warrants”), a form of which was previously filed as an exhibit to the Registration Statement, at an exercise price of $9.69
per share, as underwriting compensation. The issuance of the Representative’s Warrants (and underlying shares of Common stock) are
exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On May 18, 2026, in connection with the closing of the IPO, the
Company’s amended and restated certificate of incorporation (the “Certificate”), as filed with the Secretary
of State of the State of Delaware, and the Company’s amended and restated bylaws (the “Bylaws”) became
effective. The Company’s board of directors and shareholders previously approved the Certificate and the Bylaws to be effective
upon the closing of the IPO. The Certificate and the Bylaws are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated
herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On May 18, 2026, the Company completed its IPO of 2,500,000 Units,
with each Unit consisting of one share of Common Stock and a Warrant to purchase one share of Common Stock, at a price to the public
of $7.75 per Unit. The gross proceeds to the Company from the IPO were approximately $19.4 million, before deducting underwriting discounts
and commissions and offering expenses payable by the Company.
On May 14, 2026, the Company issued a press release announcing
the pricing of the IPO and on May 18, 2026, the Company issued a press release announcing the closing of the IPO (together, the ”Press
Releases”). The Press Releases are filed as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
Filed exhibits (3)
EX-4.1 (by filename) tm2525579d38_ex4-1.htm
EX-4.1
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tm2525579d38_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
Execution Version
WARRANT AGENCY AGREEMENT
WARRANT AGENCY AGREEMENT (this “Warrant
Agency Agreement”) dated as of May 14, 2026 (the “Issuance Date”) between Exyn Technologies, Inc.,
a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company
(“Equiniti”) (the “Warrant Agent”).
WHEREAS, the Company
is engaged in a public offering (the “Offering”) of up to 2,875,000 units (the “Units”), with each
Unit consisting of (i) one share (the “Shares”) of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) and (ii) one warrant (the “Warrants”) to purchase one share of Common
Stock (the “Warrant Shares”);
WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-294453)
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Common Stock, the Warrants and the Warrant Shares, and such
Registration Statement was declared effective on May 14, 2026;
W…
Open exhibit ↗EX-99.1 (by filename) tm2525579d38_ex99-1.htm
EX-99.1
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tm2525579d38_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Exyn Announces
Pricing of Initial Public Offering
PHILADELPHIA,
PA - May 14, 2026 - Exyn Technologies, Inc. (“Exyn” or the “Company”), a pioneer in multi-platform
robotic autonomy for complex, GPS-denied environments, today announced the pricing of its initial public offering (the “Offering”)
of 2,500,000 units with each unit consisting of one share of its common stock (the “Common Stock”) and one warrant to purchase
one share of its common stock (the “Warrants”) at a public offering price of $7.75 per unit, for total gross proceeds of
approximately $19.4 million, before deducting underwriting discounts and commissions and other offering expenses payable by Exyn. All
of the shares of Common Stock and Warrants are being offered by the Company. In addition, the Company has granted the underwriter a 30-day
option to purchase up to an additional 375,000 shares of its Common Stock and/or 375,000 Warrants at the public offering price, less
the underwriting discounts and commissions.
The
shares of the Company’s Common Stock and Warrants are expected to begin trading on the Nasdaq Capital Market on May 15, 2026,
under the t…
Open exhibit ↗EX-99.2 (by filename) tm2525579d38_ex99-2.htm
EX-99.2
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tm2525579d38_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Exyn Announces
Closing of its Initial Public Offering
PHILADELPHIA, PA - May
18, 2026 - Exyn Technologies, Inc. (“Exyn” or the “Company”) (NASDAQ: EXYN, EXYNW), a leader in autonomous
mapping and perception-driven navigation for complex, GPS-denied environments, today announced the closing of its initial public offering
(the “Offering”) of 2,500,000 units, with each unit consisting of one share of its common stock (the “Common Stock”)
and one warrant to purchase one share of its common stock (the “Warrants”) at a public offering price of $7.75 per unit.
The shares of
Common Stock and Warrants began trading on the Nasdaq Capital Market on May 15, 2026, under the ticker symbols “EXYN”
and “EXYNW,” respectively.
The aggregate gross proceeds from the Offering, before deducting underwriting discounts and commissions and other offering expenses payable
by Exyn, were approximately $19.4 million. The Company intends to use the net proceeds from the Offering for growth capital, working capital, repayment of certain indebtedness,
and general corporate purposes.
Lucid Capital Markets
acted as the sole book-running manager fo…
