Zhanpeng Jiang joins Cingulate (CING) board with option for 15,000 shares

Rhea-AI Filing Summary

Cingulate Inc. appointed Zhanpeng “Frederick” Jiang to its Board of Directors as a Class I director effective March 27, 2026. He will serve until the 2028 annual meeting of stockholders, subject to earlier departure under standard conditions and terms linked to a previously filed securities purchase agreement.

Mr. Jiang joins the Audit, Compensation, and Nominating and Corporate Governance Committees, each of which has been reconstituted to include him. The Board determined he is independent under Nasdaq Listing Rule 5605, which is important for committee composition and corporate governance standards.

Under the Non-Employee Director Compensation Program, Mr. Jiang received an option to purchase 15,000 shares of common stock at the Nasdaq last reported sale price on the grant date. The option vests in two equal installments over one year. He will also receive annual cash retainers totaling $56,500 for Board and committee service.

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

Class I director term: Until 2028 annual meeting Option grant size: 15,000 shares Board retainer: $40,000 per year +4 more

7 metrics

Class I director term Until 2028 annual meeting Board service period for Zhanpeng Jiang

Option grant size 15,000 shares Non-Employee Director Compensation Program stock option for Jiang

Board retainer $40,000 per year Annual cash retainer for Board service

Audit Committee retainer $7,500 per year Annual cash retainer for Audit Committee service

Compensation Committee retainer $5,000 per year Annual cash retainer for Compensation Committee service

Nominating & Governance retainer $4,000 per year Annual cash retainer for Nominating and Governance Committee service

Par value $0.0001 per share Par value of Cingulate common stock

Key Terms

Class I director, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, +2 more

6 terms

Class I director financial

"to serve as a Class I director until the Company’s 2028 Annual Meeting"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

Audit Committee financial

"Jiang was appointed to serve as a member of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"Jiang was appointed to serve as a member of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Nominating and Corporate Governance Committee financial

"Jiang was also appointed to serve as a member of the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Non-Employee Director Compensation Program financial

"Pursuant to the Company’s Non-Employee Director Compensation Program"

Nasdaq Listing Rule 5605 regulatory

"The Board has determined that Mr. Jiang is independent as defined in Listing Rule 5605 of the Nasdaq Stock Market LLC"

NASDAQ Listing Rule 5605 sets minimum corporate governance standards for companies listed on the Nasdaq exchange, including requirements for a majority of independent directors, independent audit and compensation committees, and processes for nominating and evaluating directors. Investors care because these rules create independent oversight — like having referees and watchdogs — that helps reduce conflicts of interest, improve financial reporting and executive pay transparency, and protect shareholder value.

Understanding 8-K Material Events →

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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): March 27, 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. 47^th 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.

On March 27, 2026, following stockholder approval of the Issuance Proposal (defined below), Zhanpeng “Frederick” Jiang was appointed as a member of the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”), effective immediately, to serve as a Class I director until the Company’s 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, subject to the terms and conditions of the securities purchase agreement, which was filed previously with the Company’s Current Report on Form 8-K, dated January 28, 2026. Following the appointment of Mr. Jiang, the Class I directors will consist of Peter Werth, Jeff Hargroves and Mr. Jiang.

Mr. Jiang was appointed to serve as a member of the Audit Committee of the Board. Following the appointment of Mr. Jiang, the Audit Committee will consist of Jeffrey S. Ervin, as chairman, John A. Roberts, Bryan Lawrence, Mr. Hargroves and Mr. Jiang.

Mr. Jiang was appointed to serve as a member of the Compensation Committee of the Board. Following the appointment of Mr. Jiang, the Compensation Committee will consist of Mr. Lawrence, as chairman, Mr. Ervin, Mr. Roberts, Mr. Hargroves and Mr. Jiang.

Mr. Jiang was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board. Following the appointment of Mr. Jiang, the Nominating and Corporate Governance Committee will consist of Mr. Ervin, as chairman, Mr. Lawrence, Mr. Roberts, Mr. Hargroves and Mr. Jiang.

The Board has determined that Mr. Jiang is independent as defined in Listing Rule 5605 of the Nasdaq Stock Market LLC for purposes of serving on the Board. Pursuant to the Company’s Non-Employee Director Compensation Program (the “Director Compensation Program”), Mr. Jiang was granted an option to purchase 15,000 shares of the Company’s common stock (the “Option”). The shares subject to Mr. Jiang’s Option will have a per share exercise price equal to the last reporting sale price reported by the Nasdaq Stock Market on the date of grant and the Option will vest over a period of one year in two equal installments on each six-month anniversary of the grant date for so long as Mr. Jiang remains on the Board through each such vesting date. In addition, Mr. Jiang will be entitled to receive annual cash retainers in the amount of $ $40,000 per year for his service on the Board and $7,500, $5,000 and $4,000 per year for his service on the Audit Committee, Compensation Committee and Nominating and Governance Committee, respectively, and any other compensation provided pursuant to the Director Compensation Program.

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: April 2, 2026	By:	/s/ Shane J. Schaffer
	Name:	Shane J. Schaffer
	Title:	Chief Executive Officer

FAQ

What board role did Zhanpeng “Frederick” Jiang assume at Cingulate (CING)?

Zhanpeng “Frederick” Jiang was appointed as a Class I director on Cingulate’s Board, effective March 27, 2026. He will serve until the 2028 annual meeting of stockholders, subject to standard conditions like earlier death, resignation or removal.

Which Cingulate (CING) board committees will Zhanpeng Jiang serve on?

Zhanpeng Jiang joined Cingulate’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each committee was reconstituted to add him as a member, expanding his governance responsibilities across financial oversight, executive pay, and director nominations.

Is Zhanpeng Jiang considered an independent director at Cingulate (CING)?

Yes, Cingulate’s Board determined that Zhanpeng Jiang is independent under Nasdaq Listing Rule 5605. This independence designation is important for committee service, particularly on the Audit and Compensation Committees, where exchange rules emphasize independent oversight of key governance functions.

What stock option grant did Cingulate (CING) award to Zhanpeng Jiang?

Cingulate granted Zhanpeng Jiang an option to purchase 15,000 shares of common stock under its Non-Employee Director Compensation Program. The exercise price equals the Nasdaq last reported sale price on the grant date, and the option vests in two equal installments over one year.

How will Zhanpeng Jiang be compensated in cash for his Cingulate (CING) board service?

Zhanpeng Jiang will receive $40,000 per year for Board service, plus annual retainers of $7,500, $5,000 and $4,000 for the Audit, Compensation, and Nominating and Governance Committees. In total, these cash retainers amount to $56,500 annually under the director compensation program.

How does Zhanpeng Jiang’s stock option vesting work at Cingulate (CING)?

His 15,000-share stock option vests over one year in two equal installments on each six-month anniversary of the grant date. Vesting continues only while he remains on the Board through each vesting date, aligning his equity compensation with ongoing director service.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB