UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2025, Shane Schaffer, the Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”) was charged with one count of aggravated domestic battery. On August 14, 2025, the Board placed Dr. Schaffer on administrative leave pending the resolution of the legal proceedings.
On August 14, 2025, the Board appointed Jennifer Callahan, the Company’s current Chief Financial Officer, to serve as interim Chief Executive Officer, effective immediately. Ms. Callahan will continue to serve as Chief Financial Officer while serving as interim Chief Executive Officer until further action by the Board. Also on August 14, 2025, the Board appointed John A. Roberts, a current member of the Board, to serve as Executive Chairman of the Board (“Executive Chairman”), effective immediately. In his role as Executive Chairman, Mr. Roberts will among other services, provide operational support to the executive management team of the Company.
Biographical and other information required by this Item 5.02 with respect to Ms. Callahan and Mr. Roberts has been previously disclosed in the Company’s proxy statement for its 2025 annual meeting of stockholders filed with the Securities and Exchange Commission on April 25, 2025, and is incorporated herein by reference. There are no arrangements or understandings between Ms. Callahan or Mr. Roberts and any other persons pursuant to which they were selected for their respective positions. There are no family relationships between Ms. Callahan or Mr. Roberts and any director or executive officer of the Company, and neither Ms. Callahan nor Mr. Roberts has any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with the appointment of Mr. Roberts as Executive Chairman, the Board appointed Jeff Ervin, a current director and member of the Audit Committee of the Board as Chairman of the Audit Committee and determined that Mr. Ervin qualifies as an audit committee financial expert within the meaning of the regulations the Securities Exchange Commission and the Nasdaq Marketplace Rules.
The Company will enter into or amend compensatory arrangements with Ms. Callahan, Mr. Roberts and Dr. Schaffer in connection with their new roles, if and as determined by the Board or its Compensation Committee, and the Company will disclose any such arrangements as required by applicable rules.
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: August 15, 2025 | By: | /s/ Jennifer L. Callahan |
| Name: | Jennifer L. Callahan | |
| Title: | Interim Chief Executive Officer & Chief Financial Officer | |