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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): July 9, 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.
Equity
Plan Amendment
At
the Cingulate Inc. (the “Company”) 2026 Annual Meeting of Stockholders held on July 9, 2026 (the “Annual Meeting”),
the Company’s stockholders approved Amendment No. 3 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Equity
Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 625,000 shares (the “Amendment”).
The board of directors of the Company had previously approved the Amendment, subject to stockholder approval, and the Amendment became
effective upon such stockholder approval.
A
copy of the Amendment is included with this Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing summary
is qualified in its entirety by reference to the terms and provisions of the Amendment.
Changes
to Board Structure
On
the date of the Annual Meeting, the Company’s Board of Directors (the “Board”) reduced the size of the Board to five
(5) directors and appointed Shane Schaffer, the Company’s Chief Executive Officer, as the chairman of the Board. The Board appointed
Jeff Hargroves as the lead independent director of the Board.
The
Board also appointed Zhanpeng “Frederick” Jiang as the chairman of the Audit Committee of the Board and Mr. Hargroves as
the chairman of the Nominating and Corporate Governance Committee of the Board. Following the Annual Meeting: (i) the Audit Committee
of the Board consists of Mr. Jiang , as chairman, Mr. Hargroves and Bryan Lawrence, (ii) the Nominating and Corporate Governance Committee
of the Board consists of Mr. Hargroves, as chairman, Mr. Jiang and Mr. Lawrence and (iii) the Compensation Committee of the Board consists
of Mr. Lawrence, as chairman, Mr. Hargroves and Mr. Jiang.
Item
5.07. Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting, four proposals were submitted to the Company’s stockholders. The final voting results were as follows:
Proposal
1
The
Company’s stockholders elected the following Class II director to serve for a term expiring at the 2029 annual meeting of stockholders
and until his successor has been duly elected.
| Name | |
For | |
Withhold | |
Broker Non-Votes |
| Jeff Hargroves | |
| 3,563,369 | | |
| 40,558 | | |
| 4,672,130 | |
Proposal
2
The
Company’s stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public
accounting firm for the year ending December 31, 2026.
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| | 8,153,858 | | |
| 100,881 | | |
| 21,318 | | |
| 0 | |
Proposal
3
The
Company’s stockholders approved the Amendment to the Equity Plan to increase the number of shares of common stock authorized for
issuance thereunder by 625,000 shares to 2,221,126 shares.
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| | 3,196,215 | | |
| 372,123 | | |
| 35,589 | | |
| 4,672,130 | |
Proposal
4
The
Company’s stockholders approved the adjournment of the Annual 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 one or more of foregoing proposals. Adjournment of the Annual Meeting was deemed not necessary, because there were sufficient
votes at the time of the Annual Meeting to approve each proposal.
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| | 7,563,297 | | |
| 663,663 | | |
| 49,097 | | |
| 0 | |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 3 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan |
| |
|
|
| 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 14, 2026 |
By: |
/s/
Shane J. Schaffer |
| |
Name: |
Shane
J. Schaffer |
| |
Title: |
Chief
Executive Officer |
