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.
At the Cingulate Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on June 11, 2024 (the “Annual Meeting”), the Company’s stockholders approved Amendment No. 1 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 1,250,000 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, 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 III directors to serve for a term expiring at the 2027 annual meeting of stockholders and until their successors have been duly elected.
| Name | For | Withhold | Broker Non-Votes | |||
| Shane J. Schaffer | 1,908,630 | 46,469 | 1,554,516 | |||
| Bryan Lawrence | 1,926,587 | 28,512 | 1,554,516 |
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, 2024.
| For | Against | Abstain | Broker Non-Votes | |||
| 3,484,040 | 18,724 | 6,851 | 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 1,250,000 shares to 1,506,926 shares.
| For | Against | Abstain | Broker Non-Votes | |||
| 1,743,052 | 198,328 | 13,719 | 1,554,516 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 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 12, 2024 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: | Chief Executive Officer | |