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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):
August
22, 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
5.02. 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”)
appointed John. A Roberts to serve as Executive Chairman of the Board (“Executive Chairman”) effective immediately and placed
Shane Schaffer, the Company’s Chief Executive Officer, on administrative leave. In connection with such actions, on August 22,
2025, the Board determined that, effective as of August 14, 2025, Mr. Roberts will be paid a cash retainer of $10,000 per month during
his term as Executive Chairman in lieu of compensation as a non-employee director. Also effective as of August 14, 2025, Dr. Schaffer’s
salary was reduced to 75% of his current salary during the term of his leave. He will remain eligible to participate in the Company’s
employee benefit plans on the same terms as other employees.
As
previously disclosed, Laurie Myers’ employment with the Company ended on August 7, 2025. In connection with Ms. Myers’
departure, Cingulate Therapeutics LLC (“CTx”), a wholly-owned subsidiary of the Company, and Ms. Myers executed a Separation
Agreement and Release of All Claims on August 28, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement:
(i) Ms. Myers is subject to confidentiality, noncompetition and nonsolicitation covenants pursuant to her employment agreement
with CTx dated September 23, 2021; and (ii) subject to Ms. Myers not timely revoking her release of claims within seven days
of her execution of the Separation Agreement, Ms. Myers (a) released claims against the Company and its affiliates, (b) will
receive a separation pay of $436,720 payable in semi-monthly installments for twelve (12)
months, (c) unvested stock options will vest and be exercisable for their full term, and (d) is subject to certain post-employment
restrictive covenants, including non-disparagement obligations.
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: August 28, 2025 |
By: |
/s/
Jennifer L. Callahan |
| |
Name: |
Jennifer
L. Callahan |
| |
Title: |
Interim
Chief Executive Officer & Chief Financial Officer |
