---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-039312"
form_type: "8-K"
ticker: "CING"
cik: "0001862150"
company_name: "Cingulate Inc."
filed_at: "2023-11-03T23:59:59+00:00"
generated_at: "2026-06-08T22:43:56.989539+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Cingulate shareholders approve reverse stock split and warrant share issuance at special meeting

## Summary
- Shareholders approved reverse stock split at ratio 1:2 to 1:40, exact ratio set by Board; 8,030,933 for, 1,887,420 against.
- Approved issuance of up to 10,387,812 shares upon exercise of Series A and B warrants to institutional investor; 9,068,789 for.
- Both proposals passed with majority; reverse split 80.8% for, warrant issuance 91.2% for.
- Warrants were issued in connection with the company's September 13, 2023 offering; approval required under Nasdaq Rule 5635(d).

## SEC filing metadata
- accession: 0001493152-23-039312
- form_type: 8-K
- ticker: CING
- cik: 0001862150
- company_name: Cingulate Inc.
- filed_at: 2023-11-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1862150/000149315223039312/0001493152-23-039312-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1862150/000149315223039312/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-039312
- JSON: https://secwatch.observer/filing/0001493152-23-039312.json
- Plain text: https://secwatch.observer/filing/0001493152-23-039312.txt

## Key facts
- Shareholder Votes
  Cingulate Inc. shareholders approved Approval, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), of the issuance of up to 10,387,812 shares of the Company's common stock issuable upon the exercise of the Company's Series A warrants and Series B warrants issued to an institutional investor in co at the 2023-11-03 meeting.
  - Outcome: passed
  - Meeting: 2023-11-03
  source text: The Company’s stockholders approved, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance of up to 10,387,812 shares of the Company’s common stock issuable upon the exercise of the Company’s Series A warrants and Series B warrants issued to an institutional investor in connection with the Company’s offering that closed on September 13, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315223039312/0001493152-23-039312-index.htm
- Shareholder Votes
  Cingulate Inc. shareholders approved Amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, w at the 2023-11-03 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-11-03
  source text: The Company’s stockholders adopted and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of the Company’s stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315223039312/0001493152-23-039312-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.