Cingulate Inc. Reports Director and Officer Changes

TL;DR

Cingulate Inc. filed an 8-K detailing changes in directors and officers as of 8/14/2025.

AI Summary

Cingulate Inc. filed an 8-K on August 15, 2025, reporting events as of August 14, 2025. The filing indicates changes related to the departure or election of directors, appointment of officers, and compensatory arrangements for certain officers. Specific details regarding the individuals involved, their roles, and the nature of the compensatory arrangements are not provided in this excerpt.

Why It Matters

Changes in a company's board of directors and executive officers can signal shifts in strategy, governance, or operational focus.

Risk Assessment

Risk Level: medium — Changes in key leadership roles can introduce uncertainty regarding future company direction and performance.

Key Numbers

• 001-40874 — SEC File Number (Identifies the company's filing with the SEC.)
• 86-3825535 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• August 14, 2025 (date) — Date of earliest event reported
• August 15, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Kansas City, KS (location) — Principal executive offices address

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) — 43KB
• 0001641172-25-024286.txt ( ) — 248KB
• cing-20250814.xsd (EX-101.SCH) — 4KB
• cing-20250814_def.xml (EX-101.DEF) — 26KB
• cing-20250814_lab.xml (EX-101.LAB) — 36KB
• cing-20250814_pre.xml (EX-101.PRE) — 25KB
• 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 14, 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. 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 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. On August 9, 2025, Shane Schaffer, the Chief Executive Officer and Chairman of the Board of Directors (the "Board") of Cingulate Inc. (the "Company") was charged with one count of aggravated domestic battery. On August 14, 2025, the Board placed Dr. Schaffer on administrative leave pending the resolution of the legal proceedings. On August 14, 2025, the Board appointed Jennifer Callahan, the Company's current Chief Financial Officer, to serve as interim Chief Executive Officer, effective immediately. Ms. Callahan will continue to serve as Chief Financial Officer while serving as interim Chief Executive Officer until further action by the Board. Also on August 14, 2025, the Board appointed John A. Roberts, a current member of the Board, to serve as Executive Chairman of the Board ("Executive Chairman"), effective immediately. In his role as Executive Chairman, Mr. Roberts will among other services, provide operational support to the executive management team of the Company. Biographical and other information required by this Item 5.02 with respect to Ms. Callahan and Mr. Roberts has been previously disclosed in the Company's proxy statement for its 2025 annual meeting of stockholders filed with the Securities and Exchange Commission on April 25, 2025, and is incorporated herein by reference. There are no arrangements or understandings between Ms. Callahan or Mr. Roberts and any other persons pursuant to which they were selected for their respective positions. There are no family relationships between Ms. Callahan or Mr. Roberts and any director or executive officer of the Company, and neither Ms. Callahan nor Mr. Roberts has any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K. In connection with the appointment of Mr. Roberts as Executive Chairman, the Board appointed Jeff Ervin, a current director and member of the Audit Committee of the Board as Chairman of the Audit Committee and determined that Mr. Ervin qualifies as an audit committee financial expert within the meaning of the regulations the Securities Exchange Commission and the Nasdaq Marketplace Rules. The Company will enter into or amend compensatory arrangements with Ms. Callahan, Mr. Roberts and Dr. Schaffer in connection with their new roles, if and as determined by the Board or its Compensation Committee, and the Company will disclose any such arrangements as required by applicable rules. 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: A

View Full Filing

View this 8-K filing on SEC EDGAR