Cingulate Inc. Calls Special Stockholder Meeting for August 23

TL;DR

Cingulate Inc. (CING) holding special shareholder meeting Aug 23. Big decisions coming.

AI Summary

Cingulate Inc. has filed a Definitive Proxy Statement (DEF 14A) for a Special Meeting of Stockholders to be held on August 23, 2024. The company, headquartered in Kansas City, KS, is seeking stockholder approval for matters to be discussed at this meeting. The filing indicates no fee was required for this filing.

Why It Matters

This filing signals upcoming corporate decisions that could impact Cingulate's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Proxy statements often precede significant corporate actions or shareholder votes that can introduce uncertainty or change the company's trajectory.

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• August 23, 2024 (date) — Special Meeting Date
• Kansas City, KS (location) — Company Headquarters

FAQ

Key Financial Figures

• $2.00 — ry 6, 2024 and had an exercise price of $2.00 per share. Pursuant to the Inducement
• $0.585 — Warrants at a reduced exercise price of $0.585 per share in consideration for our agre
• $0.7313 — arrants have an exercise price equal to $0.7313. Nasdaq Listing Rule 5635 of the Rule
• $1.1 million — and cash equivalents were approximately $1.1 million. We believe that the Private Placement,
• $1.86 m — yielded gross proceeds of approximately $1.86 million, was necessary in light of the Co
• $50,000 — of the New Warrants consisting of: (i) $50,000 for fees and expenses of its counsel, (
• $35,000 — fees and expenses of its counsel, (ii) $35,000 for its non-accountable expenses and (i
• $15,950 — non-accountable expenses and (iii) and $15,950 for its clearing costs. The Engagement

Filing Documents

• formdef14a.htm (DEF 14A) — 160KB
• proxycard_001.jpg (GRAPHIC) — 392KB
• proxycard_002.jpg (GRAPHIC) — 261KB
• 0001493152-24-028695.txt ( ) — 1061KB

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 August 23, 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 August 23, 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/MCZZ4DG . 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 authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying certain warrants issued by us pursuant to that certain Inducement Letter, dated as of June 28, 2024, by and among us and the investors named on the signatory pages thereto, and the Engagement Letter, as amended, between us and H.C. Wainwright & Co., LLC, dated as of December 27, 2023, in an amount equal to or in excess of 20% of our common stock outstanding immediately prior the issuance of such warrants (the “Issuance 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 Issuance 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 28, 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 July 22, 2024 Kansas TABLE OF CONTENTS ABOUT THE MEETING 1 THE ISSUANCE PROPOSAL 5 the adjournment proposal 8 SECURITY 9 STOCKHOLDER PROPOSALS 11 HOUSEHOLDING OF SPECIAL MEETING MATERIALS 11 OTHER MATTERS 11 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 August 23, 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 July 22, 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 AUGUST 23, 2024: This Notice of Special Meeting of Stockholders, Proxy Statement and the proxy card are available online at: www.envisionreports.com/CING-SP . Under Securities and Exchange Commission (“SEC”) rules, we are providing access to our proxy materials both by sending you this full set of proxy materials, and by notifying you of

View Full Filing

View this DEF 14A filing on SEC EDGAR