Form 8-K

8-K — Cingulate Inc.

Accession: 0001493152-26-031668

Filed: 2026-07-02

Period: 2026-06-30

CIK: 0001862150

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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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): June 30, 2026

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

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 ☒

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

June 30, 2026, Cingulate Therapeutics LLC (“CTx”), a wholly owned subsidiary of Cingulate Inc. (the “Company”),

entered into an amendment (the “Amendment”) to the Employment Agreement between Matthew N. Brams, Executive Vice President

and Chief Medical Officer, and CTx, effective January

1, 2026. Pursuant to the Amendment, the Trial Period for Mr. Brams’ full-time employment was extended from June 30, 2026 to September

30, 2026.

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

7.01.

Regulation FD

Disclosure.

July 2, 2026, the Company issued a press release announcing its selection for membership in the Russell 3000E® Index. A copy

of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K.

The

information set forth under this Item 7.01, including Exhibits 99.1, of this Current Report on Form 8-K is not deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this Item 7.01

and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly set forth by specific reference in such future filing.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

10.1

Amendment to Employment Agreement, effective June 30, 2026, between Cingulate Therapeutics, LLC and Matthew N. Brams

99.1

Press Release, dated July 2, 2026

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: July 2, 2026

By:

/s/ Shane J. Schaffer

Name:

Shane J. Schaffer

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

TO EMPLOYMENT AGREEMENT

This

AMENDMENT is made and effective as of June 30, 2026 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 St., #520, Houston, TX 77077, (the “Employee”). (The Company

and the Executive hereinafter sometimes referred to as the “Parties”.)

WITNESSETH:

WHEREAS,

the Parties are subject to an Employment Agreement, effective January 1, 2026 (the “Employment Agreement”); and

WHEREAS,

the Company desires to extend the Trial Period (as defined in the Employment Agreement) through September 30, 2026.

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:

Base

Salary. The Executive’s annual base salary shall be in the amount of Four Hundred Thousand ($400,000.00) Dollars (based upon

Full-Time one hundred percent (100%) effort to the Company) starting January 1, 2026, and continuing through September 30, 2026 (the

“Trial Period”). At the conclusion of the Trial Period, the Company will decide whether to maintain Executive in a

Full-Time role or return the Executive to a Part-Time role (at a lower annual base salary), such decision to be in the CEO’s sole

and complete discretion. 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, alter the base salary. 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: All other provisions of the Employment Agreement remain unchanged.

[Signature

page follows]

WITNESS WHEREOF, the Parties have executed this Amendment effective on the date and year first above written.

CINGULATE THERAPEUTICS LLC

/s/ Shane J. Schaffer

SHANE J. SCHAFFER, Chief Executive Officer

/s/ Matthew N. Brams

MATTHEW N. BRAMS, Chief Medical Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Cingulate

Inc. (NASDAQ: CING) Added to Russell 3000E®

CEO

Shane Schaffer: Inclusion Demonstrates Continued Growth and Enhanced Visibility Among Institutional Investors

KANSAS

CITY, Kan., July 2, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed

Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products,

today announced it has been added to the Russell 3000E® Index.

“Being

added to the Russell 3000E® Index is a significant achievement that underscores Cingulate’s continued evolution as a public

company,” said Cingulate CEO Shane J. Schaffer. “We believe this inclusion will enhance our visibility with institutional

investors, expand market awareness, and further position the company for long-term growth. As we advance CTx-1301, our lead ADHD product

candidate, and continue developing our Precision Timed Release™ (PTR™) platform, we remain committed to executing our strategy

while creating lasting value for patients and shareholders alike.”

Russell

US Indexes serve as leading benchmarks for institutional investors. The modular index construction allows investors to track current

and historical market performance by specific market segment or investment style. The Russell 3000E Index measures the performance of

approximately 4,000 of the largest investable US equities. All Russell Indexes are fully reconstituted each June to ensure they accurately

reflect their targeted market segments and will be subject to semi-annual reconstitution beginning in December 2026.

About

Attention Deficit/Hyperactivity Disorder (ADHD)

ADHD

is a chronic neurobiological and developmental disorder that affects millions of children and often continues into adulthood. The estimated

market size of the US ADHD market is approximately 100 million annual prescriptions. The condition is marked by an ongoing pattern of

inattention and/or hyperactivity-impulsivity that interferes with functioning or development. In the U.S., over 20 million patients have

been diagnosed with ADHD. Among this group, 12 million are adults and over 8 million are under the age of 17. According to the CDC,

just 53.6 percent of all children and teens with ADHD reported they were actively treating their symptoms with medication in 2022, with

65-90 percent demonstrating clinical ADHD symptoms that persist into adulthood. Current market trends demonstrate that adult ADHD prevalence

is larger and growing faster than the child and adolescent segments combined.

About

CTx-1301

(dexmethylphenidate HCl) is a once-daily, multi-core tablet utilizing Cingulate’s proprietary Precision Timed Release™ (PTR™)

platform to deliver three precisely timed releases of active medication across the day. This design aims to provide rapid onset of effect

and entire active-day duration. CTx-1301 is being evaluated for the treatment of ADHD under the FDA’s 505(b)(2) pathway.

About

Precision Timed Release™ (PTR™) Platform Technology

Cingulate

is developing ADHD and anxiety disorder product candidates capable of achieving true once-daily dosing using Cingulate’s innovative

PTR drug delivery platform technology. It incorporates a proprietary Erosion Barrier Layer (EBL) providing control of drug release at

precise, pre-defined times with no release of drug prior to the intended release. The EBL technology is enrobed around a drug-containing

core to give a tablet-in-tablet dose form. It is designed to erode at a controlled rate until eventually the drug is released from the

core tablet. The EBL formulation, Oralogik™, is licensed from BDD Pharma. Cingulate intends to utilize its PTR technology to expand

and augment its clinical-stage pipeline by identifying and developing additional product candidates in other therapeutic areas in addition

to Anxiety and ADHD where one or more active pharmaceutical ingredients need to be delivered several times a day at specific, predefined

time intervals and released in a manner that would offer significant improvement over existing therapies. To see Cingulate’s PTR

Platform, click here.

About

Cingulate Inc.

Cingulate

Inc. (NASDAQ: CING), is a biopharmaceutical company utilizing its proprietary PTR drug delivery platform technology to build and advance

a pipeline of next-generation pharmaceutical products, designed to improve the lives of patients suffering from frequently diagnosed

conditions characterized by burdensome daily dosing regimens and suboptimal treatment outcomes. With an initial focus on the treatment

of ADHD, Cingulate is identifying and evaluating additional therapeutic areas where PTR technology may be employed to develop future

product candidates, including to treat anxiety disorders. Cingulate is headquartered in Kansas City. For more information, visit Cingulate.com.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all statements, other than

statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including

statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to product development, clinical

studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities

and other statements that are predictive in nature. Specifically, these statements include, but are not limited to, the anticipated benefits

of the Company’s inclusion in the Russell 3000E® Index, including expectations regarding increased visibility among institutional

investors, expanded market awareness, and long-term growth opportunities . These statements are generally identified by the use of such

words as “may,” “could,” “should,” “would,” “believe,” “anticipate,”

“forecast,” “estimate,” “expect,” “intend,” “plan,” “continue,”

“outlook,” “will,” “potential” and similar statements of a future or forward-looking nature. Readers

are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results

may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings

with the Securities and Exchange Commission (SEC), including the “Risk Factors” section of our Annual Report on Form 10-K

filed with the SEC on March 18, 2026 and our other filings with the SEC. All forward-looking statements speak only as of the date on

which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information,

future events or otherwise, except to the extent required by law.

Investor

& Media Relations:

Thomas

Dalton

Vice

President, Corporate and Government Relations, Cingulate

tdalton@cingulate.com

(480)

529-5434

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