Board reshuffle at Cingulate (NASDAQ: CING) as directors plan exit
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cingulate Inc. reported planned changes to its Board of Directors. Class II directors Jeff Ervin and Jay Roberts will not seek re-election when their terms expire at the Company’s 2026 Annual Meeting of Stockholders, as the company moves to reduce the size of the Board.
On May 18, 2026, the Board accepted the resignation of Class I director Jeff Hargroves and immediately re-appointed him as a Class II director to align director classes with the company’s certificate of incorporation. The Board intends to reduce the Board to five directors, appoint a new chairman on the meeting date, and has nominated Mr. Hargroves to stand for election as a Class II director alongside existing Class I directors Peter Werth and Frederick Jiang.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Par value per share: $0.0001 per share
Planned Board size: 5 directors
Board action date: May 18, 2026
+2 more
5 metrics
Par value per share
$0.0001 per share
Common Stock, par value $0.0001 per share
Planned Board size
5 directors
Board intends to reduce size to five directors on 2026 Annual Meeting date
Board action date
May 18, 2026
Board accepted resignation and re-appointed Jeff Hargroves as Class II director
Class I directors count
2 directors
Following re-appointment, Class I directors are Peter Werth and Frederick Jiang
Company phone number
(913) 942-2300
Registrant’s telephone number
Key Terms
Class II directors, Annual Meeting of Stockholders, certificate of incorporation, emerging growth company, +1 more
5 terms
Class II directors financial
"The current Class II directors of the Board of Directors ... will not seek re-election"
Annual Meeting of Stockholders financial
"when their respective terms expire at the Company’s 2026 Annual Meeting of Stockholders"
certificate of incorporation regulatory
"In order to effect the provision of our certificate of incorporation that provides that each class must consist"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Nasdaq Capital Market financial
"The Nasdaq Stock Market LLC (Nasdaq Capital Market)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
FAQ
What board changes did Cingulate (CING) announce in this 8-K?
Cingulate announced that Class II directors Jeff Ervin and Jay Roberts will not seek re-election at the 2026 Annual Meeting. The Board plans to reduce its size to five directors and appoint a new chairman on the meeting date.
Why did Cingulate (CING) reclassify director Jeff Hargroves as a Class II director?
Jeff Hargroves resigned as a Class I director and was immediately re-appointed as a Class II director. This step helps satisfy the certificate of incorporation requirement that each director class comprise, as nearly as practicable, one-third of the total Board.
How will Cingulate’s (CING) Board composition look after the planned changes?
Following the 2026 Annual Meeting, Cingulate intends to have five directors. Class I directors will be Peter Werth and Frederick Jiang, while Class II will include Jeff Hargroves, subject to stockholder election, replacing Class II directors who are not seeking re-election.
Did Cingulate (CING) name a new Board chairman in this filing?
The filing states the Board intends to appoint a new chairman on the date of the 2026 Annual Meeting. It does not identify who the new chairman will be, only that the appointment is planned in connection with the Board size reduction.
Does this Cingulate (CING) 8-K involve any financial transactions or earnings data?
No, the 8-K focuses on governance matters, specifically Board composition and director classifications. It outlines directors not seeking re-election, reclassification of one director, and a planned reduction in Board size, without disclosing financial transactions or earnings metrics.