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):
September 9, 2024
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. 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 | ||
(Nasdaq Capital Market) | ||||
(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 September 9, 2024, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Cingulate Inc. (the “Company”) approved the reinstatement of Chief Executive Officer Shane Schaffer’s annual base salary of $503,000, Chief Operating Officer Laurie Myer’s annual base salary of $424,000 and Chief Financial Officer Jennifer Callahan’s annual base salary of $350,000. These salaries had previously been reduced by 55%, 50%, and 40%, respectively, pursuant to cost containment measures implemented by the Company in late 2023.
Item 7.01. Regulation FD Disclosure.
On September 12, 2024, the Company issued a press release announcing that it had commenced its final FDA-required study, which is a food effect study, for CTx-301 (dexmethylphenidate) for the treatment of Attention Deficit Hyperactivity Disorder (“ADHD”). A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
The Compensation Committee approved the reinstatement of 2023 base salaries for all employees. The Company continues to operate under a reduced headcount of approximately 40% as compared to 2023. The cost containment measures implemented in late 2023 have resulted in cumulative cash savings to date of approximately $1.45 million.
On September 12, 2024, the Company announced that it had commenced its final FDA-required study, which is a food effect study, for CTx-301 (dexmethylphenidate) for the treatment of ADHD. A data readout from the study is expected by the end of 2024. Additionally, Cingulate has raised over $10 million in additional capital since the middle of August 2024 and has received notification from Nasdaq that it is now in compliance with Nasdaq listing requirements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Released, dated September 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: September 12, 2024 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: | Chief Executive Officer | |
