Cingulate plans Board reshuffle and size cut

Cingulate Inc. reported planned changes to its Board of Directors.

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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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:50 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

CINGULATE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40874	86-3825535
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1901 W. 47th Place

Kansas City, KS 66205

(Address of principal executive offices) (Zip Code)

(913) 942-2300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.0001 per share

CING

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Warrants, exercisable for common stock

CINGW

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The current Class II directors of the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”), Jeff Ervin and Jay Roberts, will not seek re-election when their respective terms expire at the Company’s 2026 Annual Meeting of Stockholders in an effort to reduce the size of the Board. On the date of the Annual Meeting, the Board intends to reduce the size of the Board to five (5) directors and appoint a new chairman.

In order to effect the provision of our certificate of incorporation that provides that each class must consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board, Jeff Hargroves has agreed to resign from the Board as a Class I director solely for the purpose of being re-appointed to the Board as a Class II director.

On May 18, 2026, the Board accepted Mr. Hargroves resignation and immediately thereafter appointed Mr. Hargroves as a Class II director. The Board also nominated Mr. Hargroves to stand for election at this year’s Annual Meeting. Following this re-appointment, the Class I directors consist of Peter Werth and Frederick Jiang.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CINGULATE INC.

Dated: May 19, 2026	By:	/s/ Shane J. Schaffer
	Name:	Shane J. Schaffer
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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