Cingulate Inc. Calls Special Stockholder Meeting for July 30

TL;DR

Cingulate Inc. DEF 14A filed. Special meeting July 30. No fee.

AI Summary

Cingulate Inc. has filed a Definitive Proxy Statement (DEF 14A) for a Special Meeting of Stockholders scheduled for July 30, 2024. The meeting will be held at their Kansas City, KS headquarters. The filing indicates no fee was required for this filing.

Why It Matters

This filing signals upcoming corporate decisions or votes that could impact the company's future direction and shareholder value.

Risk Assessment

Risk Level: low — This is a routine proxy filing for a shareholder meeting, not indicating immediate financial distress or significant operational changes.

Key Numbers

• 20240628 — Filing Date (Date the DEF 14A was filed with the SEC.)

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• July 30, 2024 (date) — Special Meeting Date
• Kansas City, KS (location) — Company Headquarters

FAQ

Key Financial Figures

• $1.00 M — e Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth i
• $1.00 — y continue to trade below the requisite $1.00 per share price needed to maintain our
• $0.661 — ne 14, 2024, our common stock closed at $0.661 per share on Nasdaq. The Reverse Split,
• $1.00 m — y not exceed or remain in excess of the $1.00 minimum bid price for a sustained period

Filing Documents

• formdef14a.htm (DEF 14A) — 207KB
• formdef14a_001.jpg (GRAPHIC) — 808KB
• formdef14a_002.jpg (GRAPHIC) — 620KB
• 0001493152-24-025621.txt ( ) — 2173KB

From the Filing

DEF 14A 1 formdef14a.htm United Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Materials Pursuant to Rule 14a-12 CINGULATE INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 CINGULATE INC. 1901 W. 47 th Place Kansas NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held on July 30, 2024 To the Stockholders of Cingulate Inc. NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Cingulate Inc. (the “Company”) will be held on July 30, 2024, beginning at 10:00 a.m. Central Time. The Special Meeting will be held solely in a virtual meeting format online at www.meetnow.global/MFVV9Q5 . You will not be able to attend the Special Meeting at a physical location. At the Special Meeting, stockholders will act on the following matters: To adopt and approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-fifteen (1:15), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders (the “Reverse Split Proposal”); and To approve 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 Reverse Split Proposal (the “Adjournment Proposal”). Pursuant to the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), the Board has fixed the close of business on June 14, 2024 as the record date for determination of the stockholders entitled to vote at the Special Meeting and any adjournments or postponements thereof. Your vote is important. Whether or not you plan to attend the Special Meeting, please submit your proxy to vote electronically via the Internet or by telephone, or please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope. If you attend the Special Meeting and prefer to vote during the Special Meeting, you may do so even if you have already submitted a proxy to vote your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Special Meeting. By Order of the Board of Directors /s/ Jennifer L. Callahan Jennifer L. Callahan Chief Financial Officer and Secretary June 28, 2024 Kansas City, Kansas TABLE OF CONTENTS ABOUT THE MEETING 1 THE REVERSE SPLIT PROPOSAL 5 the adjournment proposal 12 SECURITY 13 STOCKHOLDER PROPOSALS 15 HOUSEHOLDING OF SPECIAL MEETING MATERIALS 15 OTHER MATTERS 15 Appendix A A-1 CINGULATE INC. 1901 W. 47 th Place Kansas PROXY This proxy statement contains information related to our Special Meeting of Stockholders to be held on July 30, 2024, at 10:00 a.m. Central Time, or at such other time and place to which the Special Meeting may be adjourned or postponed (the “Special Meeting”). The enclosed proxy is solicited by the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”). The proxy materials relating to the Special Meeting are being mailed to stockholders entitled to vote at the meeting on or about June 28, 2024. A list of record holders of the Company’s common stock entitled to vote at the Special Meeting will be available for examination by any stockholder, for any purpose germane to the Special Meeting, at our principal offices at 1901 W. 47th Place, Kansas IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 30, 2024: This Notice of Special Meeting of Stockholders, Proxy Statement and the proxy card are available online at: www.envisionreports.com/CING . Under Securities and Exchange Commission rules, we are providing access to our proxy materials both by sending you this full set of proxy materials, and by notifying you of the availability of our proxy materials on the Internet. ABOUT THE MEETING

View Full Filing

View this DEF 14A filing on SEC EDGAR