Cingulate (CING) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 23, 2024, to be held virtually for shareholder participation and voting.

• Main agenda: approval of issuance of common stock underlying certain warrants and potential adjournment if more votes are needed.

• Board recommends voting FOR both the Issuance Proposal and the Adjournment Proposal.

Voting matters and shareholder proposals

• Shareholders to vote on authorizing issuance of shares underlying warrants, potentially exceeding 20% of outstanding stock, to comply with Nasdaq Listing Rule 5635(d).

• Adjournment Proposal allows the meeting to be postponed if insufficient votes are received for the Issuance Proposal.

• Board unanimously recommends approval of both proposals.

• Stockholder proposals for the 2025 Annual Meeting must be received by December 27, 2024, for inclusion in proxy materials.

Board of directors and corporate governance

• Board fixed June 28, 2024, as the record date for voting eligibility.

• Only shareholders of record as of this date may vote; each share has one vote.

• Quorum is one third of outstanding shares; abstentions and broker non-votes count toward quorum.