Exyn Technologies, Inc. 10-Q

Item 5. Other Information. (a) None. (b) Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements During the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K). Item 6. Exhibits. The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth in the Exhibit Index below, which is incorporated herein by reference. EXHIBIT INDEX Exhibit No. ​ ​ ​ Description ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 19, 2026). 3.2 ​ Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 19, 2026). 4.1 ​ Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 4.2 ​ Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 4.3 ​ Form of Warrant Agent Agreement, between the Registrant and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 59 Table of Contents Exhibit No. ​ ​ ​ Description ​ ​ ​ 10.1+ ​ Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.2+ ​ Amended and Restated 2015 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.3+ ​ 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.4+ ​ 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.5+ ​ Form of Restricted Unit Award Agreement under the 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.6+ ​ Forms of Option Award Agreements under the 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.7 ​ Loan and Security Agreement dated as of September 27, 2023, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.8# ​ Waiver and First Amendment to Loan and Security Agreement dated as of July 11, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.9 ​ Second Amendment to Loan and Security Agreement dated as of November 19, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.10 ​ Subordination Agreement to Loan and Security Agreement dated as of July 11, 2025, among the Registrant, Western Alliance Bank and Neolync Electronics Private Limited (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.11# ​ Irrevocable Standby Letter of Credit dated as of May 30, 2025, among the Registrant, Neolync Electronics Private Limited, HSBC Bank USA, N.A. and Western Alliance Bank (incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.12# ​ Amendment No. 1 to Irrevocable Standby Letter of Credit dated as of November 17, 2025, among the Registrant, Neolync Electronics Private Limited, HSBC Bank USA, N.A. and Western Alliance Bank (incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.13 ​ Letter Agreement dated as of May 20, 2025, between the Registrant and Neolync Holdings Ltd, including Senior Convertible Promissory Note (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.14 ​ Amendment No. 1 to Letter Agreement dated as of October 9, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.15+ ​ Executive Employment Agreement dated as of October 30, 2023, between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.16+ ​ Amendment No. 1 to Executive Employment Agreement dated as of September 24, 2025, between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.17+ ​ Amendment No. 2 to Executive Employment Agreement dated as of December 31, 2025, between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.17 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.18+# ​ Advisory Agreement dated as of August 1, 2025, between the Registrant and Longview Innovation, LLC (incorporated by reference to Exhibit 10.18 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.19 ​ Forbearance and Third Amendment to Loan and Security Agreement dated as of December 23, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.19 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 60 Table of Contents Exhibit No. ​ ​ ​ Description ​ ​ ​ 10.20# ​ Business Term Loan Agreement dated as of December 26, 2025, between the Registrant and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.20 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.21# ​ Equity Kicker and Registration Rights Agreement dated as of December 26, 2025, between the Registrant and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.21 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.22# ​ IPO Acceleration and Mandatory Prepayment Agreement dated as of December 26, 2025, between the Registrant and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.22 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.23 ​ Subordination Agreement to Loan and Security Agreement dated as of December 26, 2025, among the Registrant, Western Alliance Bank and Maximcash Solutions LLC (incorporated by reference to Exhibit 10.23 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.24 ​ Forbearance and Fourth Amendment to Loan and Security Agreement dated as of December 29, 2025, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.24 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.25 ​ Convertible Note and Warrant Purchase Agreement dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.25 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.26 ​ Convertible Promissory Note dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.26 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.27 ​ Common Stock Purchase Warrant dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.27 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.28 ​ Investor Rights Agreement dated as of March 13, 2026, between the Registrant and NCH Ventures, LLC (incorporated by reference to Exhibit 10.28 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.29 ​ Subordination Agreement to Loan and Security Agreement dated as of March 13, 2026, among the Registrant, Western Alliance Bank and NCH Ventures, LLC (incorporated by reference to Exhibit 10.29 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.30 ​ Fifth Amendment to Loan and Security Agreement dated as of March 13, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.30 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.31 ​ Business Term Loan Agreement dated as of December 23, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.31 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.32 ​ Simple Agreement for Future Equity dated as of April 5, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.32 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.33 ​ Amendment No. 1 to Neolync Holdings Ltd Simple Agreement for Future Equity dated as of March 9, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.33 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.34 ​ Simple Agreement for Future Equity dated as of August 1, 2025, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.34 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.35 ​ Amendment No. 1 to Neolync Holdings Ltd Simple Agreement for Future Equity dated as of March 9, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.35 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.36 ​ Simple Agreement for Future Equity dated as of December 1, 2025, between the Registrant and Paeonia Capital Pte. Ltd (incorporated by reference to Exhibit 10.36 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.37 ​ Amendment No. 1 to Paeonia Capital Pte. Ltd. Simple Agreement for Future Equity dated as of April 1, 2026, between the Registrant and Paeonia Capital Pte. Ltd (incorporated by reference to Exhibit 10.37 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 61 Table of Contents Exhibit No. ​ ​ ​ Description ​ ​ ​ 10.38 ​ Simple Agreement for Future Equity dated as of December 1, 2025, between the Registrant and Stephen and Doreen Hung Trust (incorporated by reference to Exhibit 10.38 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.39 ​ Amendment No. 1 to Stephen and Doreen Hung Trust Simple Agreement for Future Equity dated as of April 1, 2026, between the Registrant and Stephen and Doreen Hung Trust (incorporated by reference to Exhibit 10.39 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.40 ​ Amendment No. 2 to Letter Agreement dated as of April 15, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.40 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.41 ​ Amendment No. 3 to Letter Agreement dated as of April 23, 2026, between the Registrant and Neolync Holdings Ltd (incorporated by reference to Exhibit 10.41 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.42# ​ Amendment No. 2 to Irrevocable Standby Letter of Credit dated as of May 6, 2026, among the Registrant, Neolync Electronics Private Limited, HSBC Bank USA, N.A. and Western Alliance Bank (incorporated by reference to Exhibit 10.42 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.43# ​ Subordination Agreement to Loan and Security Agreement dated as of April 30, 2026, among the Registrant, Western Alliance Bank and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.43 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.44 ​ Note and Warrant Purchase Agreement dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.44 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.45 ​ First Amendment to Note and Warrant Purchase Agreement dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.45 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.46 ​ Senior Secured Convertible Promissory Note dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.46 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.47 ​ Common Stock Purchase Warrant dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.47 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.48 ​ Security Agreement dated as of April 30, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.48 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.49 ​ Senior Secured Convertible Promissory Note dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.49 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.50 ​ Common Stock Purchase Warrant dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.50 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.51 ​ Reaffirmation and Joinder of Security Agreement dated as of May 6, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.51 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.52# ​ Loan Maturity Extension and Modification Agreement dated as of May 6, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.52 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.53# ​ Loan Maturity Extension and Modification Agreement dated as of April 28, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.53 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.54 ​ Sixth Amendment to Loan and Security Agreement dated as of April 30, 2026, between the Registrant and Western Alliance Bank (incorporated by reference to Exhibit 10.54 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 10.55 ​ Second Amendment to Note and Warrant Purchase Agreement dated as of May 8, 2026, between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.55 of the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on May 11, 2026). 62 Table of Contents Exhibit No. ​ ​ ​ Description ​ ​ ​ 10.56 ​ Amendment No. 3 to Executive Employment Agreement, dated as of May 18, 2026, by and between the Registrant and Brandon Torres Declet (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 20, 2026). 10.57# ​ Confidential Side Letter Agreement, dated as of May 18, 2026, by and between the Registrant and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on June 18, 2026). 31.1* ​ Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* ​ Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* ​ Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Filed herewith. + Indicates management contract or compensatory plan. # Certain confidential information — identified by a bracketed asterisk “[*]” — has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of an unredacted copy to the SEC upon request. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . ​ ​ Exyn Technologies, Inc. ​ ​ ​ ​ ​ ​ By: ​ Date: July 6, 2026 ​ ​ /s/ Brandon Torres Declet ​ ​ ​ Brandon Torres Declet ​ ​ ​ Chief Executive Officer ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ By: /s/ Ricardo Sotelo Date: July 6, 2026 ​ ​ Ricardo Sotelo ​ ​ ​ Chief Financial Officer ​ ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ ​ 63