Cingulate Inc. Files 8-K on Security Holder Votes

TL;DR

Cingulate Inc. (CING) filed an 8-K for shareholder votes - check for major corporate changes.

AI Summary

Cingulate Inc. filed an 8-K on August 28, 2024, to report on matters submitted to a vote of its security holders. The filing details the company's corporate structure and its status as a pharmaceutical preparations company incorporated in Delaware.

Why It Matters

This filing indicates that important decisions requiring shareholder approval have been made or are being presented, which could impact the company's strategic direction and governance.

Risk Assessment

Risk Level: medium — Filings related to security holder votes can signal significant corporate actions or changes that may affect the company's stock value and future operations.

Key Numbers

• 86-3825535 — IRS Employer Identification No. (Company's tax identification number)
• 1901 W. 47th Place — Principal Executive Office Street (Company's main business address)

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• August 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Kansas City, KS (location) — Principal executive offices address
• 001-40874 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CING The Nasdaq Stock Mar

Filing Documents

• form8-k.htm (8-K) — 45KB
• 0001493152-24-034148.txt ( ) — 263KB
• cing-20240828.xsd (EX-101.SCH) — 4KB
• cing-20240828_def.xml (EX-101.DEF) — 29KB
• cing-20240828_lab.xml (EX-101.LAB) — 36KB
• cing-20240828_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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 28, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1901 W. 47 th Place Kansas (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 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. Item 5.07. Submission of Matters to a Vote of Security Holders. On August 28, 2024, Cingulate Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, two proposals were submitted to the Company's stockholders. All votes are represented on a pre-reverse stock split basis, as the June 28, 2024 record date of the Special Meeting preceded the August 9, 2024 effective date of the Company's 1-for-12 reverse stock split. The final voting results were as follows: Proposal 1 The Company's stockholders adopted and approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of its common stock underlying certain warrants issued by the Company pursuant to that certain Inducement Letter, dated as of June 28, 2024, by and among the Company and the investors named on the signatory pages thereto, and the Engagement Letter, as amended, between the Company and H.C. Wainwright & Co., LLC, dated as of December 27, 2023, in an amount equal to or in excess of 20% of its common stock outstanding immediately prior the issuance of such warrants (the "Issuance Proposal"). For Against Abstain Broker Non-Votes 2,277,270 189,572 118,269 0 Proposal 2 The Company's stockholders approved the adjournment of the Special 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 the Issuance Proposal. Adjournment of the Special Meeting was deemed not necessary, because there were sufficient votes at the time of the Special Meeting to approve the Issuance Proposal. For Against Abstain Broker Non-Votes 2,317,529 136,795 130,787 0 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, 2024 By: /s/ Shane J. Schaffer Name: Shane J. Schaffer Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR