Cingulate Inc. 8-K

What Happened

• Cingulate Inc. filed an 8‑K reporting board changes ahead of its 2026 Annual Meeting. On May 18, 2026, the Board accepted Jeff Hargroves’s resignation as a Class I director and immediately reappointed him as a Class II director. Jeff Ervin and Jay Roberts — the Company’s current Class II directors — informed the Company they will not seek re‑election when their terms expire at the 2026 Annual Meeting. The Board plans to reduce its size to five directors and appoint a new chairman at the Annual Meeting.

Key Details

• Filing date / action: May 18, 2026 — Hargroves resigned as Class I and was reappointed as Class II the same day.
• Board size change: The Board intends to reduce total directors to five (5).
• Departures: Class II directors Jeff Ervin and Jay Roberts will not stand for re‑election at the 2026 Annual Meeting.
• Board composition: After Hargroves’s reappointment, Class I directors are Peter Werth and Frederick Jiang; Hargroves has been nominated to stand for election as Class II.

Why It Matters

• Board composition and leadership affect corporate governance and oversight. These changes reduce the Board’s size and shift class membership to meet the company’s charter requirement that director classes be roughly one‑third of the full Board. Investors should note the upcoming vote at the 2026 Annual Meeting and any announcements about the new chair, as those could signal shifts in board priorities or strategy.