Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on August 14, 2025, the board of directors (the "Board") of Cingulate Inc. (the "Company") appointed John. A Roberts to serve as Executive Chairman of the Board ("Executive Chairman") effective immediately and placed Shane Schaffer, the Company's Chief Executive Officer, on administrative leave. In connection with such actions, on August 22, 2025, the Board determined that, effective as of August 14, 2025, Mr. Roberts will be paid a cash retainer of $10,000 per month during his term as Executive Chairman in lieu of compensation as a non-employee director. Also effective as of August 14, 2025, Dr. Schaffer's salary was reduced to 75% of his current salary during the term of his leave. He will remain eligible to participate in the Company's employee benefit plans on the same terms as other employees.

As previously disclosed, Laurie Myers' employment with the Company ended on August 7, 2025. In connection with Ms. Myers' departure, Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Company, and Ms. Myers executed a Separation Agreement and Release of All Claims on August 28, 2025 (the "Separation Agreement"). Pursuant to the Separation Agreement: (i) Ms. Myers is subject to confidentiality, noncompetition and nonsolicitation covenants pursuant to her employment agreement with CTx dated September 23, 2021; and (ii) subject to Ms. Myers not timely revoking her release of claims within seven days of her execution of the Separation Agreement, Ms. Myers (a) released claims against the Company and its affiliates, (b) will receive a separation pay of $436,720 payable in semi-monthly installments for twelve (12) months, (c) unvested stock options will vest and be exercisable for their full term, and (d) is subject to certain post-employment restrictive covenants, including non-disparagement obligations.