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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):
September
25, 2025
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
5.07. Submission of Matters to a Vote of Security Holders.
On
September 25, 2025, Cingulate Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).
At the Special Meeting, two proposals were submitted to the Company’s stockholders. The final voting results were as follows:
Proposal
1
The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the
Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund,
LLC (the “Issuance Proposal”).
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 1,597,394 | | |
| 213,885 | | |
| 9,561 | | |
| 0 | |
Proposal
2
The
Company’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to
permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the Issuance Proposal. Adjournment of the Special Meeting was deemed not necessary, because there were sufficient votes
at the time of the Special Meeting to approve the Issuance Proposal.
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 1,795,696 | | |
| 125,763 | | |
| 19,805 | | |
| 0 | |
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:
September 25, 2025 |
By: |
/s/
Jennifer L. Callahan |
| |
Name: |
Jennifer
L. Callahan |
| |
Title: |
Interim
Chief Executive Officer & Chief Financial Officer |
