{"url_path":"/sec/exyn/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1960355/0001104659-26-063581-index.html","accession_number":"0001104659-26-063581","cik":"0001960355","ticker":"EXYN","issuer_name":"Exyn Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1960355/0001104659-26-063581-index.html","primary_entity_key":"0001960355","primary_entity_name":"Exyn Technologies, Inc."},"word_count":534,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n** **\n\nOn May 14, 2026, Exyn Technologies, Inc. (the\n“**Company**”) entered into an underwriting agreement (the “**Underwriting Agreement**”)\nwith Lucid Capital Markets, LLC (“**Lucid**”), as representative of the underwriters named therein (the\n“**Underwriters**”), relating to the Company’s previously announced initial public offering (the\n“**IPO**”) of 2,500,000 units (the “**Units**”), with each Unit consisting of one share\nof the Company’s common stock, par value $0.0001 per share (the “**Common Stock**”), and one warrant to\npurchase one share of Common Stock (each, a “**Warrant**”), a form of which was previously filed as an exhibit\nto the Company’s registration statement on Form S-1, File No. 333-294453, as amended (the “**Registration\nStatement**”), filed with the U.S. Securities and Exchange Commission (the “**Commission**”). The\nUnits were offered to the public at $7.75 per Unit, and the Underwriters purchased the Units from the Company at $7.13 per Unit,\nreflecting an underwriting discount of $0.62 per Unit. The Warrants are exercisable immediately upon issuance, expire five years\nafter the initial issuance date and have an exercise price of $9.69 per share, subject to adjustment. The Company also granted the\nUnderwriters a 30-day option to purchase up to an additional 375,000 shares of Common Stock and/or Warrants. On May 18, 2026, the\nUnderwriters exercised their option to purchase an additional 375,000 Warrants at a purchase price of $0.01 per Warrant.\n\nThe Underwriting Agreement contains customary representations and warranties,\nagreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against\n(or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “**Securities\nAct**”).\n\nThis description of the Underwriting Agreement is qualified in its\nentirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference\ninto this Item 1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the section\nentitled “Underwriting” in the Registration Statement.\n\nAlso on May 14, 2026, the Company entered into a warrant agency agreement\n(the “**Warrant Agency Agreement**”) with Equiniti Trust Company, LLC (“**Equiniti**”), as\nwarrant agent, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants issued in the IPO, a form\nof which was previously filed as an exhibit to the Company’s Registration Statement filed with the Commission. Under the Warrant\nAgency Agreement, each Warrant entitles the registered holder to purchase one share of Common Stock at an exercise price of $9.69 per\nshare, subject to adjustment, and the Warrants are exercisable for five years from the date of closing of the IPO.\n\nThe Warrant Agency Agreement provides that Warrants may be exercised\nby delivering a notice of exercise and paying the exercise price, or by cashless exercise if no effective registration statement or available\nprospectus covers the issuance of the shares underlying the Warrants. The Warrant Agency Agreement and form of Warrant provide for customary\nanti-dilution and other adjustment provisions.\n\nThis description of the Warrant Agency Agreement is qualified in its\nentirety by reference to the full text of the Warrant Agency Agreement attached hereto as Exhibit 4.1, which is incorporated by reference\ninto this Item 1.01."}