Cingulate (CING) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 24, 2026, to approve key proposals related to a recent private placement and potential adjournment if necessary.

• The private placement raised approximately $12 million through the sale of common stock, Series A Convertible Preferred Stock, and warrants.

• Proceeds from the placement are intended for working capital and general corporate purposes.

• Board unanimously recommends voting in favor of both the Issuance and Adjournment Proposals.

Voting matters and shareholder proposals

• Stockholders are asked to approve the issuance of common stock upon conversion of Series A Convertible Preferred Stock and/or exercise of warrants, as required by Nasdaq Listing Rule 5635(b).

• Approval is also sought for the potential adjournment of the meeting to solicit additional votes if needed.

• Both proposals require a majority of votes cast for approval.

• Failure to approve the Issuance Proposal will require repeated meetings every three months until approval is obtained.

Board of directors and corporate governance

• Falcon Creek Capital Advisor LLC, as lead investor, gains the right to designate up to two directors, contingent on stockholder approval and ongoing ownership thresholds.

• Upon approval, Falcon Creek will have two of seven board seats.

• Board size increased to accommodate new director designations.