Cingulate holds annual meeting, restructures board, expands equity plan

Cingulate Inc. disclosed in a Form 8-K dated July 9, 2026 that it held its 2026 Annual Meeting of Stockholders that day, covering board changes, an equity plan amendment, and vote results on four proposals.

At the meeting, stockholders approved Amendment No. 3 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan, increasing the number of authorized shares by 625,000¹, bringing the total authorized to 2,221,126 shares. The board had previously approved the amendment subject to stockholder approval, and it became effective upon that approval.¹

On board structure, the company's Board of Directors reduced the size of the Board to five directors and appointed Shane Schaffer, the Company's Chief Executive Officer, as chairman of the Board.¹ The Board appointed Jeff Hargroves as lead independent director.¹ The Board also named Zhanpeng "Frederick" Jiang chairman of the Audit Committee and Mr. Hargroves chairman of the Nominating and Corporate Governance Committee, with committee memberships rounded out among Jiang, Hargroves, and Bryan Lawrence, and Lawrence chairing the Compensation Committee.¹

On voting results, stockholders elected Jeff Hargroves as a Class II director to serve until the 2029 annual meeting¹, with 3,563,369 votes for and 40,558 withheld. Stockholders also ratified KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2026¹, with 8,153,858 votes in favor. A fourth proposal to allow adjournment of the meeting if needed was not required because there were sufficient votes at the time of the Annual Meeting to approve each proposal.¹

The filing was signed by CEO Shane J. Schaffer on July 14, 2026.