Cingulate Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Cingulate Inc. (the “Company”) 2025 Annual Meeting of Stockholders held on June 10, 2025 (the “Annual Meeting”), the Company’s stockholders approved Amendment No. 2 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Equity Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 800,000 shares (the “Amendment”). The board of directors of the Company had previously approved the Amendment, subject to stockholder approval, and the Amendment became effective upon such stockholder approval.
A copy of the Amendment is included with this Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to the terms and provisions of the Amendment.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, five proposals were submitted to the Company’s stockholders. The final voting results were as follows:
Proposal 1
The Company’s stockholders elected the following Class I director to serve for a term expiring at the 2028 annual meeting of stockholders and until his successor has been duly elected.
| Name | For | Withhold | Broker Non-Votes | |||||||||
| Peter J. Werth | 732,644 | 42,708 | 1,663,518 | |||||||||
Proposal 2
The Company’s stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 2,434,032 | 1,630 | 3,208 | 0 | |||||||||||
Proposal 3
The Company’s stockholders approved the Amendment to the Equity Plan to increase the number of shares of common stock authorized for issuance thereunder by 800,000 shares to 1,141,826 shares.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 606,730 | 165,846 | 2,776 | 1,663,518 | |||||||||||
Proposal 4
The Company’s stockholders adopted and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty-five (1:25), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of the Company’s stockholders.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,565,119 | 823,046 | 50,705 | 0 | |||||||||||
Proposal 5
The Company’s stockholders approved the adjournment of the Annual 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 one or more of foregoing proposals. Adjournment of the Annual Meeting was deemed not necessary, because there were sufficient votes at the time of the Annual Meeting to approve each proposal.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,910,553 | 499,038 | 29,279 | 0 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 11, 2025 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: | Chief Executive Officer | |