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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):
January 17, 2025
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 17, 2025, the Compensation Committee of the Board of Directors of Cingulate Inc. (the “Company”) approved an amendment, effective January 1, 2025 (the “Amendment”), to the Employment Agreement between Matthew N. Brams, Executive Vice President and Chief Medical Officer, and Cingulate Therapeutics LLC, effective September 23, 2021, as amended. Pursuant to the Amendment, Mr. Brams will be entitled to receive an annual base salary of $165,000 and will no longer be entitled to receive quarterly equity grants. Mr. Brams will continue to be entitled to receive an annual equity grant as determined by the Compensation Committee.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Employment Agreement, effective January 1, 2025, between Cingulate Therapeutics, LLC and Matthew N. Brams | |
| 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: January 24, 2025 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: |
Chief Executive Officer |
|
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT is made and effective as of January 1, 2025 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and MATTHEW N. BRAMS, whose address is 550 Westcott Street #250, Houston, TX 77007, (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)
WITNESSETH:
WHEREAS, the Parties are subject to an Employment Agreement, effective the 23rd day of September, 2021, as amended effective January 1, 2024 (the “Employment Agreement”); and
WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to be employed by the Company on the terms contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
The following amendments are made to the Employment Agreement;
| Part 1: | Section 3(a) Base Salary is revised to read as follows: |
The Executive’s annual base salary shall be an amount One Hundred Sixty-Five Thousand ($165,000) Dollars (based upon part-time fifty (50%) percent of a full-time equivalent). The Executive’s base salary shall be reviewed annually by the Board in consultation with the Company’s annual budget, and the Board may, but shall not be required to, increase the base salary. However, the Executive’s base salary may not be decreased by the Board other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.
| Part 2: | Section 3(c) Employee Benefits is revised to read as follows: |
The Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs maintained by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable employee benefit plans, policies, practices and programs, including without limitation health care benefits, any 401k plan and equity plans. The Executive understands that, except when prohibited by applicable law, the Company’s benefit plans may be amended by the Company from time to time in its sole discretion.
| Part 3: | All other provisions of the Employment Agreement remain unchanged. |
IN WITNESS WHEREOF, the Parties have executed this Amendment effective on the date and year first above written.
| CINGULATE THERAPEUTICS LLC | |
| /s/ Matthew N. Brams | |
| MATTHEW N. BRAMS | |
| Chief Medical Officer | |
| /s/ Shane J. Schaffer | |
| SHANE J. SCHAFFER | |
| Chief Executive Officer |