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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): June 30, 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 |
On
June 30, 2026, Cingulate Therapeutics LLC (“CTx”), a wholly owned subsidiary of Cingulate Inc. (the “Company”),
entered into an amendment (the “Amendment”) to the Employment Agreement between Matthew N. Brams, Executive Vice President
and Chief Medical Officer, and CTx, effective January
1, 2026. Pursuant to the Amendment, the Trial Period for Mr. Brams’ full-time employment was extended from June 30, 2026 to September
30, 2026.
The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is
filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item
7.01. |
Regulation FD
Disclosure. |
On
July 2, 2026, the Company issued a press release announcing its selection for membership in the Russell 3000E® Index. A copy
of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K.
The
information set forth under this Item 7.01, including Exhibits 99.1, of this Current Report on Form 8-K is not deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this Item 7.01
and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such future filing.
| Item 9.01. |
Financial Statements and Exhibits |
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment to Employment Agreement, effective June 30, 2026, between Cingulate Therapeutics, LLC and Matthew N. Brams |
| |
|
|
| 99.1 |
|
Press Release, dated July 2, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: July 2, 2026 |
By: |
/s/ Shane J. Schaffer |
| |
Name: |
Shane J. Schaffer |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Cingulate
Inc. (NASDAQ: CING) Added to Russell 3000E®
CEO
Shane Schaffer: Inclusion Demonstrates Continued Growth and Enhanced Visibility Among Institutional Investors
KANSAS
CITY, Kan., July 2, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed
Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products,
today announced it has been added to the Russell 3000E® Index.
“Being
added to the Russell 3000E® Index is a significant achievement that underscores Cingulate’s continued evolution as a public
company,” said Cingulate CEO Shane J. Schaffer. “We believe this inclusion will enhance our visibility with institutional
investors, expand market awareness, and further position the company for long-term growth. As we advance CTx-1301, our lead ADHD product
candidate, and continue developing our Precision Timed Release™ (PTR™) platform, we remain committed to executing our strategy
while creating lasting value for patients and shareholders alike.”
Russell
US Indexes serve as leading benchmarks for institutional investors. The modular index construction allows investors to track current
and historical market performance by specific market segment or investment style. The Russell 3000E Index measures the performance of
approximately 4,000 of the largest investable US equities. All Russell Indexes are fully reconstituted each June to ensure they accurately
reflect their targeted market segments and will be subject to semi-annual reconstitution beginning in December 2026.
About
Attention Deficit/Hyperactivity Disorder (ADHD)
ADHD
is a chronic neurobiological and developmental disorder that affects millions of children and often continues into adulthood. The estimated
market size of the US ADHD market is approximately 100 million annual prescriptions. The condition is marked by an ongoing pattern of
inattention and/or hyperactivity-impulsivity that interferes with functioning or development. In the U.S., over 20 million patients have
been diagnosed with ADHD. Among this group, 12 million are adults and over 8 million are under the age of 17. According to the CDC,
just 53.6 percent of all children and teens with ADHD reported they were actively treating their symptoms with medication in 2022, with
65-90 percent demonstrating clinical ADHD symptoms that persist into adulthood. Current market trends demonstrate that adult ADHD prevalence
is larger and growing faster than the child and adolescent segments combined.
About
CTx-1301
CTx-1301
(dexmethylphenidate HCl) is a once-daily, multi-core tablet utilizing Cingulate’s proprietary Precision Timed Release™ (PTR™)
platform to deliver three precisely timed releases of active medication across the day. This design aims to provide rapid onset of effect
and entire active-day duration. CTx-1301 is being evaluated for the treatment of ADHD under the FDA’s 505(b)(2) pathway.
About
Precision Timed Release™ (PTR™) Platform Technology
Cingulate
is developing ADHD and anxiety disorder product candidates capable of achieving true once-daily dosing using Cingulate’s innovative
PTR drug delivery platform technology. It incorporates a proprietary Erosion Barrier Layer (EBL) providing control of drug release at
precise, pre-defined times with no release of drug prior to the intended release. The EBL technology is enrobed around a drug-containing
core to give a tablet-in-tablet dose form. It is designed to erode at a controlled rate until eventually the drug is released from the
core tablet. The EBL formulation, Oralogik™, is licensed from BDD Pharma. Cingulate intends to utilize its PTR technology to expand
and augment its clinical-stage pipeline by identifying and developing additional product candidates in other therapeutic areas in addition
to Anxiety and ADHD where one or more active pharmaceutical ingredients need to be delivered several times a day at specific, predefined
time intervals and released in a manner that would offer significant improvement over existing therapies. To see Cingulate’s PTR
Platform, click here.
About
Cingulate Inc.
Cingulate
Inc. (NASDAQ: CING), is a biopharmaceutical company utilizing its proprietary PTR drug delivery platform technology to build and advance
a pipeline of next-generation pharmaceutical products, designed to improve the lives of patients suffering from frequently diagnosed
conditions characterized by burdensome daily dosing regimens and suboptimal treatment outcomes. With an initial focus on the treatment
of ADHD, Cingulate is identifying and evaluating additional therapeutic areas where PTR technology may be employed to develop future
product candidates, including to treat anxiety disorders. Cingulate is headquartered in Kansas City. For more information, visit Cingulate.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all statements, other than
statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including
statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to product development, clinical
studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities
and other statements that are predictive in nature. Specifically, these statements include, but are not limited to, the anticipated benefits
of the Company’s inclusion in the Russell 3000E® Index, including expectations regarding increased visibility among institutional
investors, expanded market awareness, and long-term growth opportunities . These statements are generally identified by the use of such
words as “may,” “could,” “should,” “would,” “believe,” “anticipate,”
“forecast,” “estimate,” “expect,” “intend,” “plan,” “continue,”
“outlook,” “will,” “potential” and similar statements of a future or forward-looking nature. Readers
are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results
may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings
with the Securities and Exchange Commission (SEC), including the “Risk Factors” section of our Annual Report on Form 10-K
filed with the SEC on March 18, 2026 and our other filings with the SEC. All forward-looking statements speak only as of the date on
which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Investor
& Media Relations:
Thomas
Dalton
Vice
President, Corporate and Government Relations, Cingulate
tdalton@cingulate.com
(480)
529-5434