UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
The current Class II directors of the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”), Jeff Ervin and Jay Roberts, will not seek re-election when their respective terms expire at the Company’s 2026 Annual Meeting of Stockholders in an effort to reduce the size of the Board. On the date of the Annual Meeting, the Board intends to reduce the size of the Board to five (5) directors and appoint a new chairman.
In order to effect the provision of our certificate of incorporation that provides that each class must consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board, Jeff Hargroves has agreed to resign from the Board as a Class I director solely for the purpose of being re-appointed to the Board as a Class II director.
On May 18, 2026, the Board accepted Mr. Hargroves resignation and immediately thereafter appointed Mr. Hargroves as a Class II director. The Board also nominated Mr. Hargroves to stand for election at this year’s Annual Meeting. Following this re-appointment, the Class I directors consist of Peter Werth and Frederick Jiang.
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: May 19, 2026 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: | Chief Executive Officer | |