CING

Cingulate Inc. Form 8-K Summary

Business Context and Reporting Period

Cingulate Inc. (CING), an emerging growth company incorporated in Delaware, filed this Current Report on September 25, 2025. The filing details the results of a Special Meeting of Stockholders held on the same date to address a significant capital transaction.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and voting outcomes.

Material Changes and Voting Results

Stockholders voted on two proposals at the Special Meeting:

• Proposal 1 (Issuance Proposal): Stockholders approved the issuance of more than 20% of the Company's outstanding common stock to comply with Nasdaq Listing Rule 5635(d). This issuance is pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC.
• Proposal 2 (Adjournment): Stockholders approved the adjournment of the meeting if necessary to solicit further votes. However, adjournment was deemed unnecessary as sufficient votes were obtained to approve Proposal 1.

Guidance, Outlook, and Risks

The filing does not provide management commentary, financial guidance, or specific risk factors beyond the context of the stock issuance. The primary event is the successful shareholder approval required to proceed with the equity issuance to Lincoln Park Capital Fund, LLC.

Key Facts for Investor Verification

• Verify the specific terms of the purchase agreement with Lincoln Park Capital Fund, LLC, including the price per share and total capital raised.
• Confirm the impact of the new share issuance on existing shareholder dilution.
• Review the Company's updated capitalization table following the issuance of the new common stock.
• Check for any subsequent filings detailing the closing of the transaction with Lincoln Park Capital Fund, LLC.