Current Report Filing (8-k)
June 16 2023 - 5:01PM
Edgar (US Regulatory)
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2023-06-15
2023-06-15
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2023-06-15
2023-06-15
0001862150
CING:WarrantsExercisableForOneShareOfCommonStockMember
2023-06-15
2023-06-15
iso4217:USD
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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): June 15, 2023
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 |
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
June 15, 2023, Cingulate Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, three 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 II directors to serve for a term expiring at the 2026 annual meeting of stockholders
and until their successors have been duly elected.
Name | |
For | |
Withhold | |
Broker Non-Votes |
Gregg Givens | |
3,968,713 | |
19,243 | |
1,766,990 |
Curt Medeiros | |
3,845,041 | |
142,915 | |
1,766,990 |
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, 2023.
For | |
Against | |
Abstain | |
Broker Non-Votes |
5,736,098 | |
13,663 | |
5,185 | |
0 |
Proposal
3
The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the
Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund,
LLC.
For | |
Against | |
Abstain | |
Broker Non-Votes |
3,866,258 | |
109,455 | |
12,243 | |
1,766,990 |
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 16, 2023 |
By: |
/s/
Shane J. Schaffer |
|
Name: |
Shane
J. Schaffer |
|
Title: |
Chief
Executive Officer |
Cingulate (NASDAQ:CING)
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