Cingulate (CING) wins approval to issue over 20% more common stock

Rhea-AI Filing Summary

Cingulate Inc. reported the results of a Special Meeting of Stockholders held on September 25, 2025. Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of more than 20% of the company’s issued and outstanding common stock under a purchase agreement with Lincoln Park Capital Fund, LLC. This approval gives the company the stockholder authorization it needs to use that agreement for future share issuances.

For this Issuance Proposal, 1,597,394 shares were voted in favor, 213,885 against, and 9,561 abstained. Stockholders also approved a proposal to adjourn the Special Meeting if additional time were needed to secure votes on the Issuance Proposal, with 1,795,696 shares for, 125,763 against, and 19,805 abstentions, though adjournment was ultimately not required.

Insights

Equity capital markets analyst

Cingulate gains shareholder approval for a >20% equity issuance capacity.

Cingulate Inc. obtained stockholder approval to issue more than 20% of its outstanding common stock in connection with a purchase agreement with Lincoln Park Capital Fund, LLC. This type of agreement typically provides a framework under which a company can sell shares over time, giving it a flexible tool to raise equity capital when needed. The approval is specifically framed to comply with Nasdaq Listing Rule 5635(d), which governs significant share issuances.

The vote on the Issuance Proposal showed clear support, with 1,597,394 shares for and 213,885 against, indicating stockholders were generally receptive to providing this financing option. A separate adjournment proposal was also approved but not used, since votes were sufficient at the original meeting. The potential impact for investors will depend on how much of this capacity the company ultimately uses and at what prices, as larger future issuances could dilute existing holdings.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

false 0001862150 0001862150 2025-09-25 2025-09-25 0001862150 CING:CommonStockParValue0.0001PerShareMember 2025-09-25 2025-09-25 0001862150 CING:WarrantsExercisableForCommonStockMember 2025-09-25 2025-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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. 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 5.07. 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

FAQ

What did Cingulate Inc. (CING) stockholders approve at the Special Meeting on September 25, 2025?

Stockholders approved the issuance of more than 20% of the company’s issued and outstanding common stock pursuant to Cingulate Inc.’s purchase agreement with Lincoln Park Capital Fund, LLC, to comply with Nasdaq Listing Rule 5635(d).

How did Cingulate Inc. (CING) stockholders vote on the Issuance Proposal related to Lincoln Park Capital?

For the Issuance Proposal, 1,597,394 shares were voted for, 213,885 against, and 9,561 abstained, with no broker non-votes reported.

What is the significance of Nasdaq Listing Rule 5635(d) for Cingulate Inc. (CING)?

Nasdaq Listing Rule 5635(d) requires stockholder approval for certain issuances of 20% or more of a company’s outstanding common stock; Cingulate Inc. obtained this approval to issue more than 20% of its common stock under its purchase agreement with Lincoln Park Capital Fund, LLC.

Did Cingulate Inc. (CING) stockholders approve the proposal to adjourn the Special Meeting?

Yes. Stockholders approved the adjournment proposal with 1,795,696 shares for, 125,763 against, and 19,805 abstentions, although adjournment was ultimately not necessary because the Issuance Proposal had sufficient support.

Does the approval mean Cingulate Inc. (CING) immediately issued more than 20% new shares?

The approval authorizes Cingulate Inc. to issue more than 20% of its outstanding common stock under the purchase agreement with Lincoln Park Capital Fund, LLC, but it does not itself state that any specific number of shares were issued at this time.

Who signed the Cingulate Inc. (CING) report related to the September 25, 2025 Special Meeting?

The report was signed on behalf of Cingulate Inc. by Jennifer L. Callahan, who is identified as Interim Chief Executive Officer and Chief Financial Officer.