Cingulate Inc.

02/26/2024 | Press release | Distributed by Public on 02/26/2024 06:02

Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 22, 2024, the Nasdaq Hearings Panel (the "Panel") notified Cingulate Inc. (the "Company") that (i) as a result of the appointment of three independent board members on February 12, 2024, it had regained compliance with the board composition requirements of Nasdaq set forth in Nasdaq Listing Rule 5605 and (ii) it has granted the Company's request for an exception to evidence continued compliance with the minimum stockholders' equity requirement of $2.5 million under the Nasdaq Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Rule") for continued listing through May 13, 2024 (the "Exception").

As previously disclosed, on May 16, 2023, the Company received a notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq"), stating that the Company no longer complied with the Minimum Stockholders' Equity Rule. The Company submitted a plan of compliance to Nasdaq on June 30, 2023. On July 28, 2023, Nasdaq notified the Company that it had granted an extension until November 13, 2023 to regain compliance with the Minimum Stockholders' Equity Rule, conditioned upon achievement of certain milestones included in the plan of compliance previously submitted to Nasdaq, including a plan to raise additional capital. On November 14, 2023, the Company received a letter from Nasdaq indicating that, based upon the Company's non-compliance with the Minimum Stockholders' Equity Rule, the Staff had determined to delist the Company's securities from Nasdaq, subject to the Company's request for a hearing before the Panel. The Company timely requested a hearing before the Panel, which was held on February 13, 2024.

As previously reported, on December 26, 2023, the Company received an additional letter from the Staff indicating that, based upon the resignation of three members of the Company's board of directors on December 12, 2023 and December 13, 2023, the Company no longer complied with the independent director, audit committee, compensation committee and independent director oversight of director nominations requirements as set forth in Nasdaq Listing Rule 5605.

Pursuant to the Exception, the Company is required to provide the Panel with prompt notification of any significant events that occur including any event that may call into question the Company's ability to satisfy the terms of the Exception. The Panel has reserved the right to reconsider the terms of the Exception based on any event, condition or circumstance that exists or develops that would, in the Panel's opinion, make continued listing of the Company's securities on Nasdaq inadvisable or unwarranted.