Cingulate Inc. (NASDAQ: CING) brings back Shane Schaffer as CEO

Rhea-AI Filing Summary

Cingulate Inc. reinstated Shane J. Schaffer as Chief Executive Officer effective December 15, 2025, ending the administrative leave that began in August 2025 due to a personal legal matter. John A. Roberts will no longer serve as Executive Chairman but remains Chairman of the Board, while Jennifer L. Callahan returns to focusing solely on her role as Chief Financial Officer.

The company states that the original charge against Dr. Schaffer was dismissed, an amended misdemeanor complaint was filed, and he pled no contest and received 12 months’ probation. On the same date, Cingulate Therapeutics LLC and Dr. Schaffer entered into an Amended and Restated Employment Agreement that restores his base salary, tightens the definition of “Cause” to include any court-determined probation violation and removes certain willfulness requirements, lowers the Board approval threshold for a cause termination from 80% to a majority, and reduces his lump-sum severance to one times base salary and annual target bonus, or one and one half times if terminated within 12 months after a change in control.

Insights

Corporate governance analyst

CEO returns from leave under a revised contract with stricter cause terms and lower severance.

Cingulate Inc. is restoring Shane J. Schaffer to the Chief Executive Officer role after administrative leave tied to a personal legal matter. Board leadership is rebalanced, with John A. Roberts remaining as Chairman and Jennifer L. Callahan resuming her sole duties as Chief Financial Officer, which clarifies the management structure after a period with an interim CEO and an Executive Chairman.

The amended employment agreement between Cingulate Therapeutics LLC and Dr. Schaffer restores his base salary while materially tightening his protections. The definition of “Cause” now includes any court determination that he violated court-imposed probation, removes a prior requirement that certain actions be willful, and reduces the Board approval requirement for a cause termination from 80% of directors to a simple majority excluding Dr. Schaffer. Severance has been lowered so that a termination without cause or for good reason yields a lump sum of one times base salary and annual target bonus, rising to one and one half times base salary and annual target bonus if termination occurs within 12 months after a change in control.

These changes combine leadership continuity with more Board-friendly contract terms, particularly around termination mechanics and cash severance. The overall impact will depend on how the Board and management operate under this revised framework and how stakeholders assess the balance between retaining experienced leadership and reinforcing accountability mechanisms in the executive employment structure.

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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):

December 15, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on August 14, 2025, the board of directors (the “Board”) of Cingulate Inc. (the “Company”) placed Shane Schaffer, the Company’s Chief Executive Officer and Chairman of the Board, on administrative leave due to a personal legal matter and appointed John. A Roberts, a member of the Board, to serve as Executive Chairman of the Board (“Executive Chairman”) and Jennifer Callahan, Chief Financial Officer, to also serve as interim Chief Executive Officer.

The original charge against Dr. Schaffer was dismissed. An amended complaint for a misdemeanor was filed and Dr. Schaffer plead no contest and received 12 months’ probation.

Effective December 15, 2025, the Board ended Dr. Schaffer’s administrative leave and reinstated Dr. Schaffer as Chief Executive Officer of the Company. Effective with Dr. Schaffer’s reinstatement, Mr. Roberts will no longer serve as Executive Chairman of the Board but will continue to serve as Chairman of the Board. Ms. Callahan will continue in her role as Chief Financial Officer of the Company.

Biographical and other information required by this Item 5.02 with respect to Dr. Schaffer has been previously disclosed in the Company’s proxy statement for its 2025 annual meeting of stockholders filed with the Securities and Exchange Commission on April 25, 2025, and is incorporated herein by reference. There are no arrangements or understandings between Dr. Schaffer and any other persons pursuant to which he was selected for his position. There are no family relationships between Dr. Schaffer and any director or executive officer of the Company, and Dr. Schaffer does not have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Effective December 15, 2025, Dr. Schaffer and Cingulate Therapeutics LLC, a wholly-owned subsidiary of the Company, entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) and Dr. Schaffer’s base salary was reinstated from the reduced salary he received while on administrative leave. The definition of “Cause” in the Employment Agreement was modified (i) to include a determination by a court that Dr. Schaffer has violated the provisions of any court-imposed probation and (ii) to remove the requirement that certain actions by Dr. Schaffer be willful, and the number of directors required to determine whether termination is for cause was reduced from 80% to a majority (excluding Dr. Schaffer). The lump sum payment to Dr. Schaffer (i) in the event of termination without cause or with good reason was reduced to one (1) times base salary and annual target bonus and (ii) in the event of termination within twelve (12) months after a change in control was reduced to one and one half (1.5) times base salary and annual target bonus.

The foregoing description of the Employment Agreement 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Amended and Restated Employment Agreement, dated December 15, 2025, between Cingulate Therapeutics LLC and Shane J. Schaffer
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: December 15, 2025	By:	/s/ Jennifer L. Callahan
	Name:	Jennifer L. Callahan
	Title:	Chief Financial Officer

FAQ

What leadership change did Cingulate Inc. (CING) disclose?

Cingulate Inc. disclosed that effective December 15, 2025, Shane J. Schaffer was reinstated as Chief Executive Officer. John A. Roberts ceased serving as Executive Chairman but continues as Chairman of the Board, and Jennifer L. Callahan remains the company’s Chief Financial Officer.

Why had Shane Schaffer been on administrative leave at Cingulate Inc. (CING)?

The Board previously placed Dr. Schaffer on administrative leave on August 14, 2025, due to a personal legal matter. The company states that the original charge was dismissed, an amended complaint for a misdemeanor was filed, and Dr. Schaffer pled no contest and received 12 months’ probation.

What changes were made to Shane Schaffer’s employment agreement at Cingulate (CING)?

Effective December 15, 2025, Dr. Schaffer and Cingulate Therapeutics LLC entered into an Amended and Restated Employment Agreement that reinstates his base salary and revises key terms. The definition of “Cause” now includes any court determination that he violated court-imposed probation, removes a requirement that certain actions be willful, and lowers the Board approval threshold for a cause termination from 80% of directors to a majority excluding Dr. Schaffer.

How were Shane Schaffer’s severance benefits at Cingulate Inc. changed?

Under the amended agreement, if Dr. Schaffer is terminated without cause or resigns for good reason, he is now entitled to a lump sum equal to one times base salary and annual target bonus. If such a termination occurs within twelve months after a change in control, the lump sum is reduced to one and one half times base salary and annual target bonus.

Does Cingulate (CING) report any family or related-party relationships for Shane Schaffer?

The company states there are no arrangements or understandings with other persons pursuant to which Dr. Schaffer was selected for his position, no family relationships between him and any director or executive officer, and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Where can investors find more background information on Cingulate CEO Shane Schaffer?

Cingulate notes that biographical and other required information about Dr. Schaffer has been previously disclosed in its proxy statement for the 2025 annual meeting of stockholders filed on April 25, 2025, which is incorporated by reference.