Cingulate Inc. — Regulatory Filings 2024

Jun 12, 2024

Field: Rule-Page

Field: /Rule-Page

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): June 11, 2024

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)

Field: Rule-Page

Field: /Rule-Page

(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 one share of 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. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Cingulate Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on June 11, 2024 (the “Annual Meeting”), the Company’s stockholders approved Amendment No. 1 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 1,250,000 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.

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

At the Annual Meeting, three 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 III directors to serve for a term expiring at the 2027 annual meeting of stockholders and until their successors have been duly elected.

| Name | For | Withhold | Broker
Non-Votes |
| --- | --- | --- | --- |
| Shane J. Schaffer | 1,908,630 | 46,469 | 1,554,516 |
| Bryan Lawrence | 1,926,587 | 28,512 | 1,554,516 |

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, 2024.

| For | Against | Abstain | Broker
Non-Votes |
| --- | --- | --- | --- |
| 3,484,040 | 18,724 | 6,851 | 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 1,250,000 shares to 1,506,926 shares.

| For | Against | Abstain | Broker
Non-Votes |
| --- | --- | --- | --- |
| 1,743,052 | 198,328 | 13,719 | 1,554,516 |

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

| Exhibit
No. | Description |
| --- | --- |
| 10.1 | Amendment No. 1 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan |
| 104 | Cover Page Interactive
Data File (embedded within the Inline XBRL document) |

Field: Page; Sequence: 2

Field: /Page

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. — By: | /s/
Shane J. Schaffer |
| --- | --- |
| Name: | Shane
J. Schaffer |
| Title: | Chief Executive Officer |

Field: Page; Sequence: 3; Options: Last

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJx1kUFuwjAQRU/AHUZRlxG1rZZFdm0EqCqUCBDt1oRJa5F4orGhcKTeso5TRBetZckazbz//8hJkiZTmpgaGd4elzNYY9PW2iMssUJGW2KYyJ+eMwjvEt+N86ytj+UFzCkwGJj7oVJlaMTRo3G4y0CMbqW8VXcgRSZGUMyTQdfPyVZmh9YbXYO2OyiYWjboNZ97hbU+kaXmHK02yM6QzUAORd/+AiWkghc66k/ivYPZLE8GaTyDZMp0aMPU+OTRdiSMa2yCnevp641pyoPz1GSvmrvl3PiEXBqntzVOiBcWVx+acVGFRRuyK0/lfo7NFjmgUiglxcNPqotCCnjVgIoYyCK4TgaogjIKgeuU/sjxy6fQvNH1AcVQCCEL5BjlH/eegwim0GqGY8fCTU9DGz4rZrh4fgNWE5sp