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 capital structure changes.

• Proposals include approval for issuance of common stock upon conversion of Series A Convertible Preferred Stock and exercise of warrants, and potential adjournment if more votes are needed.

• Private Placement raised approximately $12 million, with proceeds intended for working capital and general corporate purposes.

Voting matters and shareholder proposals

• Stockholders will vote on the Issuance Proposal (approval for issuing common stock upon conversion of preferred stock and/or exercise of warrants) and the Adjournment Proposal (to adjourn the meeting if more votes are needed).

• Board unanimously recommends voting FOR both proposals.

• If the Issuance Proposal is not approved, meetings will recur 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 on the Board, contingent on stockholder approval and ownership thresholds.

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

• Board size increased to accommodate new director designations.