Cingulate Inc. — Regulatory Filings 2026

May 19, 2026

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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): May 18, 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. ☐

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

The current Class II directors of the Board of Directors (the “ Board ”) of Cingulate Inc. (the “ Company ”), Jeff Ervin and Jay Roberts, will not seek re-election when their respective terms expire at the Company’s 2026 Annual Meeting of Stockholders in an effort to reduce the size of the Board. On the date of the Annual Meeting, the Board intends to reduce the size of the Board to five (5) directors and appoint a new chairman.

In order to effect the provision of our certificate of incorporation that provides that each class must consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board, Jeff Hargroves has agreed to resign from the Board as a Class I director solely for the purpose of being re-appointed to the Board as a Class II director.

On May 18, 2026, the Board accepted Mr. Hargroves resignation and immediately thereafter appointed Mr. Hargroves as a Class II director. The Board also nominated Mr. Hargroves to stand for election at this year’s Annual Meeting. Following this re-appointment, the Class I directors consist of Peter Werth and Frederick Jiang.

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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

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