false 0001862150 0001862150 2024-08-28 2024-08-28 0001862150 CING:CommonStockParValue0.0001PerShareMember 2024-08-28 2024-08-28 0001862150 CING:WarrantsExercisableForOneShareOfCommonStockMember 2024-08-28 2024-08-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): 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. 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 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

 

 

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Title of 12(b) Security Warrants, exercisable for one share of common stock
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Security Exchange Name NASDAQ
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