Cingulate Inc. 8-K

What Happened Cingulate Inc. announced on March 27, 2026 that Zhanpeng “Frederick” Jiang was appointed to its Board of Directors as a Class I director, effective immediately, following stockholder approval of the related Issuance Proposal. Mr. Jiang will serve until the Company’s 2028 Annual Meeting of Stockholders (and until his successor is elected or earlier death, resignation or removal), subject to the terms of a previously filed securities purchase agreement. The Board determined Mr. Jiang is independent under Nasdaq Listing Rule 5605. He was also appointed to the Audit, Compensation, and Nominating & Corporate Governance Committees.

Key Details

• Appointment date: March 27, 2026; term ends at the 2028 Annual Meeting.
• Committee roles: member of Audit, Compensation, and Nominating & Corporate Governance Committees; Audit Committee chaired by Jeffrey S. Ervin.
• Compensation: granted an option to purchase 15,000 shares (exercise price = Nasdaq last reported sale price on grant date); vests over one year in two equal installments (every six months) if he remains on the Board.
• Cash retainers: $40,000/year for Board service; plus $7,500 (Audit), $5,000 (Compensation), and $4,000 (Nominating & Governance) per year.

Why It Matters This filing changes Cingulate’s board composition and committee membership, which can affect corporate oversight and governance going forward. The director grant (15,000-share option) and cash retainers are standard non-employee director compensation and represent a modest cost to the company; the option’s exercise price will equal market price at grant (no discounted strike). Investors seeking context on the securities purchase agreement referenced should review the Company’s Jan. 28, 2026 Form 8-K, which contains the previously filed agreement.