{"url_path":"/sec/cing/proxy/2026-05-18/000149315226024215","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1862150/0001493152-26-024215-index.html","accession_number":"0001493152-26-024215","cik":"0001862150","ticker":"CING","issuer_name":"Cingulate Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1862150/0001493152-26-024215-index.html","primary_entity_key":"0001862150","primary_entity_name":"Cingulate Inc."},"word_count":26324,"has_tables":true,"body_markdown":"false\n0001862150\nPRE 14A\n\n0001862150\n\n2025-01-01\n2025-12-31\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\nxbrli:pure\n\n \n\n \n\n \n\n**United\nStates**\n\n**Securities\nand Exchange Commission**\n\n**Washington,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A INFORMATION**\n\n \n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities\nExchange Act of 1934**\n\n**(Amendment\nNo. )**\n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☒\nPreliminary\nProxy Statement\n\n \n \n\n☐\nConfidential,\nFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n \n \n\n☐\nDefinitive\nProxy Statement\n\n \n \n\n☐\nDefinitive\nAdditional Materials\n\n \n \n\n☐\nSoliciting\nMaterials Pursuant to Rule 14a-12\n\n** **\n\n**CINGULATE\nINC.**\n\n**(Name\nof Registrant as Specified in Its Charter)**\n\n \n\n**(Name\nof Person(s) Filing Proxy Statement, if Other Than the Registrant)**\n\n \n\nPayment\nof Filing Fee (Check all boxes that apply):\n\n \n\n☒\nNo\nfee required.\n\n \n \n\n☐\nFee\npaid previously with preliminary materials\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n** **\n\n \n\n** **\n\n \n\n \n\n** **\n\n**CINGULATE\nINC.**\n\n**1901\nW. 47th Place**\n\n**Kansas\nCity, Kansas 66205**\n\n \n\n**NOTICE\nOF ANNUAL MEETING OF STOCKHOLDERS**\n\n**To\nbe held on July 9, 2026**\n\n \n\nTo\nthe Stockholders of Cingulate Inc.\n\n \n\n**NOTICE\nIS HEREBY GIVEN** that the Annual Meeting of Stockholders (the “Annual Meeting”) of Cingulate Inc. (the “Company”)\nwill be held on July 9, 2026, beginning at 10:00 a.m. Central Time. The Annual Meeting will be held solely in a virtual meeting format\nonline at *www.meetnow.global/* MH4NXWH. You will not be able to attend the Annual Meeting at a physical location. If you\nplan to attend the Annual Meeting, please review and follow the instructions in the “*General Information*” section\nof the accompanying proxy statement. At the Annual Meeting, stockholders will act on the following matters:\n\n \n\n \n●\nTo\nelect Jeff Hargroves as a Class II director to hold office until our annual meeting of stockholders to be held in 2029 and until\nhis successor has been duly elected;\n\n \n \n \n\n \n●\nTo\nratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026;\n\n \n \n \n\n \n●\nTo\napprove an amendment to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized\nfor issuance thereunder by 625,000 shares to 2,221,126 shares (the “Equity Plan Proposal”);\n\n \n \n \n\n \n●\nTo\napprove the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation\nand vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more\nof the foregoing proposals (the “Adjournment Proposal”); and\n\n \n \n \n\n \n●\nTo\nconsider any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.\n\n \n\nOnly\nstockholders of record at the close of business on May 18, 2026 are entitled to receive notice of and to vote at the Annual Meeting or\nany postponement or adjournment thereof. A list of the stockholders entitled to vote at the Annual Meeting will be available during ordinary\nbusiness hours 10 days before the Annual Meeting at the Company’s principal place of business located at 1901 W. 47th Place,\nKansas City, Kansas 66205.\n\n \n\nYour\nvote is important. Whether you plan to attend the Annual Meeting or not, you may vote your shares by telephone or the Internet or by\ncompleting and returning your proxy card in the envelope provided. If your shares are held in “street name” by your bank,\nbroker or other nominee, your bank, broker or other nominee will be unable to vote your shares without instructions from you. You should\ninstruct your bank, broker or other nominee to vote your shares in accordance with the procedures provided by your bank, broker or other\nnominee.\n\n \n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2026.**\n\n \n\n**Our\nproxy materials, including our Proxy Statement for the Annual Meeting, our Annual Report for the fiscal year ended December 31, 2025\nand the proxy card are available on the Internet at www.envisionreports.com/CING. Under Securities and Exchange Commission\nrules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.**\n\n \n\n \nBy\nOrder of the Board of Directors\n\n \n \n\n \n \n\n \nShane\nJ. Schaffer\n\n \nChief\nExecutive Officer\n\n                  ,\n2026\n \n\nKansas\nCity, Kansas\n \n\n \n\n \n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n[GENERAL\nINFORMATION](#a_001)\n1\n\n \n \n\n[PROPOSAL\n1: ELECTION OF DIRECTORS](#a_002)\n6\n\n \n \n\n[CORPORATE\nGOVERNANCE](#a_003)\n9\n\n \n \n\n[EXECUTIVE\nOFFICERS](#a_004)\n14\n\n \n \n\n[EXECUTIVE\nOFFICER AND DIRECTOR COMPENSATION](#a_005)\n15\n\n \n \n\n[SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#a_006)\n24\n\n \n \n\n[TRANSACTIONS\nWITH RELATED PERSONS](#a_007)\n26\n\n \n \n\n[PROPOSAL\n2: RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#a_008)\n28\n\n \n \n\n[REPORT\nOF THE AUDIT COMMITTEE](#a_009)\n29\n\n \n \n\n[PROPOSAL\n3: THE EQUITY PLAN PROPOSAL](#a_010)\n30\n\n \n \n\n[PROPOSAL\n4: THE ADJOURNMENT PROPOSAL](#a_011)\n38\n\n \n \n\n[STOCKHOLDER\nPROPOSALS](#a_012)\n38\n\n \n \n\n[ANNUAL\nREPORT](#a_013)\n39\n\n \n \n\n[HOUSEHOLDING\nOF ANNUAL MEETING MATERIALS](#a_014)\n39\n\n \n \n\n[OTHER\nMATTERS](#a_015)\n39\n\n \n \n\n[Appendix\nA](#a_016)\nA-1\n\n \n\n \n\n \n\n** **\n\n**CINGULATE\nINC.**\n\n**1901\nW. 47th Place**\n\n**Kansas\nCity, Kansas 66205**\n\n \n\n**PROXY\nSTATEMENT**\n\n \n\n**GENERAL\nINFORMATION**\n\n \n\nThis\nproxy statement contains information related to our Annual Meeting of Stockholders to be held on July 9, 2026 at 10:00 a.m. Central Time,\nor at such other time and place to which the Annual Meeting may be adjourned or postponed (the “Annual Meeting”). The enclosed\nproxy is solicited by the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”). The proxy materials\nrelating to the Annual Meeting are being mailed to stockholders entitled to vote at the meeting on or about , 2026.\n\n \n\n**When\nand where will the Annual Meeting be held?**\n\n \n\nThe\nAnnual Meeting will be held on July 9, 2026, at 10:00 a.m., Central Time, in a virtual meeting format online at *www.meetnow.global/*\nMH4NXWH, and at any adjournment or postponement thereof. You will not be able to attend the Annual Meeting at a physical location. If\nyou plan to attend the Annual Meeting, please review the instructions under “*How can I attend and vote at the Annual Meeting?*”\nbelow.\n\n \n\n**What\nis the purpose of the Annual Meeting?**\n\n \n\nWe\nare calling the Annual Meeting to seek the approval of our stockholders:\n\n \n\n \n●\nTo\nelect Jeff Hargroves as a Class II director to hold office until our annual meeting of stockholders to be held in 2029 and until\nhis successor has been duly elected (the “Director Proposal”);\n\n \n \n \n\n \n●\nTo\nratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026 (the\n“Auditor Proposal”);\n\n \n \n \n\n \n\n●\n\n \n\nTo\napprove an amendment to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized\nfor issuance thereunder by 625,000 shares to 2,221,126 shares (the “Equity Plan Proposal”); and\n\n \n \n \n\n \n●\nTo\napprove the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation\nand vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more\nof the foregoing proposals (the “Adjournment Proposal”).\n\n \n\n**What\nare the Board’s recommendations?**\n\n \n\nThe\nBoard recommends you vote:\n\n \n\n \n●\n**FOR**the Director Proposal;\n\n \n \n \n\n \n●\n**FOR**the Auditor Proposal;\n\n \n \n \n\n \n●\n**FOR**the Equity Plan Proposal; and\n\n \n \n \n\n \n●\n**FOR**the Adjournment Proposal.\n\n \n\n1\n\n \n\n \n\n**Why\ndid I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?**\n\n \n\nIn\naccordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish to our stockholders\nthis Proxy Statement and our Annual Report for the fiscal year ended December 31, 2025 by providing access to these documents on the\nInternet rather than mailing printed copies. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”)\nis being mailed to our stockholders of record and beneficial owners, which will direct stockholders to a website where they can access\nour proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy\nmaterials, please follow the instructions included in the Notice.\n\n \n\n**Who\nis entitled to vote at the Annual Meeting?**\n\n \n\nOnly\nstockholders of record at the close of business on the record date, May 18, 2026, are entitled to receive notice of, and to vote the\nshares of common stock that they held on that date at, the Annual Meeting, or any adjournment or postponement thereof. Holders of our\ncommon stock are entitled to one vote per share on each matter to be voted upon.\n\n \n\nAs\nof the record date, we had 13,469,036 outstanding shares of common stock.\n\n \n\n**Who\ncan attend the meeting?**\n\n \n\nAll\nstockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting.\n\n \n\n**What\nconstitutes a quorum?**\n\n \n\nThe\npresence at the Annual Meeting, in person or by proxy, of the holders of one third of our common stock outstanding on the record date\nwill constitute a quorum for the Annual Meeting. Pursuant to the General Corporation Law of the State of Delaware, abstentions will be\ncounted for the purpose of determining whether a quorum is present. If brokers have, and exercise, discretionary authority on at least\none item on the agenda for the Annual Meeting, uninstructed shares for which broker non-votes occur will constitute voting power present\nfor the discretionary matter and will therefore count towards the quorum.\n\n \n\n**How\ncan I attend and vote at the Annual Meeting?**\n\n \n\n**For\nregistered stockholders:** If on the record date your shares were registered directly in your name with our transfer agent, Computershare\nTrust Company, N.A. (“Computershare”), then you are a stockholder of record (also known as a “record holder”).\nStockholders of record at the close of business on the record date will be able to attend the Annual Meeting, vote, and submit questions\nduring the Annual Meeting by visiting *www.meetnow.global/*MH4NXWH at the meeting date and time. We encourage you\nto access the meeting prior to the start time. Online access will begin at 9:45 a.m., Central Time. To access the Annual Meeting, you\nwill need the 15-digit control number located in the shaded bar on the proxy card.\n\n \n\n**For\nbeneficial owners:** If on the record date your shares were not registered directly in your name with Computershare but instead\nheld by an intermediary, such as a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name.”\nThe organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As\na beneficial owner, you must register in advance to attend the Annual Meeting, vote and submit questions. To register in advance, you\nwill need to obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares.\nOnce you have received a legal proxy form from your bank, broker or other nominee, forward the email with your name and the legal proxy\nattached or send a separate email with your name and legal proxy attached labeled “Legal Proxy” in the subject line to Computershare,\nat legalproxy@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on July 2,\n2026. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the\nmeeting, go to *www.meetnow.global/* MH4NXWH and enter your control number. If you do not have your control number\nyou may attend as a guest (non-stockholder) by going to *www.meetnow.global/* MH4NXWH and entering the requested information.\nPlease note that guest access is in listen-only mode and you will not have the ability to ask questions or vote during the Annual Meeting.\n\n \n\n2\n\n \n\n \n\n**Do\nI need to attend the Annual Meeting?**\n\n \n\nNo.\nIt is not necessary for you to attend the virtual Annual Meeting in order to vote your shares. You may vote by telephone, through the\nInternet or by mail, as described in more detail below.\n\n \n\n**How\ndo I vote my shares without attending the Annual Meeting?**\n\n \n\n**Stockholder\nof record: shares registered in your name**. If you are a stockholder of record, you may authorize a proxy to vote on your behalf\nat the Annual Meeting in any of the following ways:\n\n \n\n*By\nTelephone or via the Internet*. You can submit a proxy to vote your shares by telephone or via the Internet by following the instructions\non the enclosed proxy card. Proxies submitted by telephone or via the Internet must be received by 11:59 p.m., Central Time, on the day\nbefore the Annual Meeting. Have your proxy card in hand as you will be prompted to enter your control number.\n\n \n\n*By\nMail*. You can submit a proxy to vote your shares by mail if you received a printed proxy card by completing, signing, dating and\npromptly returning your proxy card in the postage-prepaid envelope provided with the materials. Proxies submitted by mail must be received\nby the close of business on the day before the Annual Meeting in order to ensure that your vote is counted.\n\n \n\nTo\nfacilitate timely receipt of your proxy, we encourage you to promptly vote via the Internet or telephone following the instructions on\nthe enclosed proxy card. If you are submitting your proxy by telephone or through the Internet, your voting instructions must be received\nby 11:59 p.m., Central Time on the day before the Annual Meeting.\n\n \n\nSubmitting\nyour proxy by mail, by telephone or through the Internet will not prevent you from casting your vote at the Annual Meeting. You are encouraged\nto submit a proxy by mail, by telephone or through the Internet even if you plan to attend the Annual Meeting via the virtual meeting\nwebsite to ensure that your shares are represented at the Annual Meeting.\n\n \n\nIf\nyou return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted (1) “**FOR**”\nthe Director Proposal, (2) “**FOR**” the Auditor Proposal, (3) “**FOR**” the Equity Plan\nProposal and (4) “**FOR**” the Adjournment Proposal.\n\n \n\n**Beneficial\nowner: shares registered in the name of bank, broker or other nominee***.* If you are a beneficial owner of shares registered\nin the name of your bank, broker or other nominee, you should have received voting instructions from that organization rather than from\nus. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone\nor over the Internet as instructed by your bank, broker or other nominee. Follow the instructions from your broker, bank or other nominee\nincluded with this proxy statement, or contact your bank, broker or other nominee to request a proxy form.\n\n \n\nEven\nif you plan to attend the Annual Meeting live via the Internet, we encourage you to vote in advance by Internet, telephone, or mail so\nthat your vote will be counted if you later decide not to attend the Annual Meeting live via the Internet.\n\n \n\n**May\nI change my vote after I have mailed my proxy card or after I have submitted my proxy by telephone or through the Internet?**\n\n \n\nYes.\nYou may revoke your proxy or change your vote at any time before the proxy is exercised at the Annual Meeting. You may revoke your proxy\nby delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy\nto the Company’s Secretary, Jennifer L. Callahan, at Cingulate Inc., 1901 W. 47th Place, 3rd Floor, Kansas\nCity, Kansas 66205. You may also revoke your proxy or change your vote by submitting another proxy by telephone or through the Internet\nin accordance with the instructions on the enclosed proxy card. You may also submit a later-dated proxy card relating to the same shares.\nIf you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the voter control number\nfound on the proxy card in the event that you later decide to revoke your proxy or change your vote by telephone or through the Internet.\nAlternatively, your proxy may be revoked or changed by attending the Annual Meeting via the virtual meeting website and voting at the\nmeeting by following the internet voting instructions on your proxy card. However, simply attending the Annual Meeting without voting\nwill not revoke or change your proxy. “Street name” holders of shares of our common stock should contact their bank, broker,\ntrust or other nominee to obtain instructions as to how to revoke or change their proxies.\n\n \n\n3\n\n \n\n \n\n**What\nis the difference between holding shares as a stockholder of record and as a beneficial owner?**\n\n \n\nMany\nof our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below,\nthere are some distinctions between shares held of record and those owned beneficially.\n\n \n\n*Stockholder\nof Record*\n\n \n\nIf\nyour shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares,\nthe stockholder of record. As the stockholder of record, you have the right to directly grant your voting proxy or to vote in person\nat the Annual Meeting.\n\n \n\n*Beneficial\nOwner*\n\n \n\nIf\nyour shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held\nin street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect\nto those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker as to how to vote and are\nalso invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote these shares in person\nat the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. If you do not\nprovide the stockholder of record with voting instructions or otherwise obtain a signed proxy from the record holder giving you the right\nto vote the shares, broker non-votes may occur for the shares that you beneficially own. The effect of broker non-votes is more specifically\ndescribed in “*What vote is required to approve each proposal*?” below.\n\n \n\n**What\nvote is required to approve each proposal?**\n\n \n\nAssuming\nthat a quorum is present, the following votes will be required:\n\n \n\n \n●\nWith\nrespect to the Director Proposal, directors are elected by a plurality of the votes present in person or represented by proxy and\nentitled to vote, and the director nominees who receive the greatest number of votes at the Annual Meeting (up to the total number\nof directors to be elected) will be elected. As a result, withheld votes and “broker non-votes” (see below), if any,\nwill not affect the outcome of the vote on the Director Proposal.\n\n \n \n \n\n \n●\nWith\nrespect to the Auditor Proposal, the Equity Plan Proposal and the Adjournment Proposal, the affirmative vote of a majority of the\ntotal votes cast on these proposals, in person or by proxy, is required to approve these proposals, except as required by law. As\na result, abstentions, if any, will not affect the outcome of the vote on these proposals. Because the Auditor Proposal is “routine,”\nno “broker non-votes” will occur. “Broker non-votes,” if any, will not affect the outcome of the Equity Plan\nProposal and the Adjournment Proposal if any of those proposals are deemed to be “non-routine.”\n\n \n\nUnder\nthe General Corporation Law of the State of Delaware, holders of the common stock will not have any dissenters’ rights of appraisal\nin connection with any of the matters to be voted on at the Annual Meeting.\n\n \n\n**What\nis a “broker non-vote”?**\n\n \n\nBanks\nand brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine”\nby the New York Stock Exchange, which means that they can submit a proxy or cast a ballot on behalf of stockholders who do not provide\na specific voting instruction. Brokers and banks are not permitted to use discretionary voting authority to vote proxies for proposals\nthat are deemed “non-routine” by the New York Stock Exchange. The determination of which proposals are deemed “routine”\nversus “non-routine” may not be made by the New York Stock Exchange until after the date on which this proxy statement has\nbeen mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish\nto ensure that your shares are present and voted at the Annual Meeting on all matters and if you wish to direct the voting of your shares\non “routine” matters.\n\n \n\n4\n\n \n\n \n\nWhen\nthere is at least one “routine” matter to be considered at a meeting, a broker “non-vote” occurs when a proposal\nis deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary voting authority\nwith respect to the “non-routine” matter being considered and has not received instructions from the beneficial owner.\n\n \n\nThe\nDirector Proposal and Equity Plan Proposal are generally not considered to be a “routine” matter and banks or brokers are\nnot permitted to vote on these matters if the bank or broker has not received instructions from the beneficial owner. Accordingly, it\nis particularly important that beneficial owners instruct their brokers how they wish to vote their shares.\n\n \n\nUnder\nthe applicable rules governing brokers, we believe the Auditor Proposal and the Adjournment Proposal are likely to be considered “routine”\nmatters. If such proposals are deemed to be “routine,” a bank or broker may be able to vote on the Auditor Proposal and the\nAdjournment Proposal even if it does not receive instructions from you, so long as it holds your shares in its name. If, however, either\nthe Auditor Proposal or the Adjournment Proposal is deemed by the New York Stock Exchange to be a “non-routine” matter, brokers\nwill not be permitted to vote on the Auditor Proposal or the Adjournment Proposal, as applicable, if the broker has not received instructions\nfrom the beneficial owner.\n\n \n\n**Who\nwill count the votes?**\n\n \n\nOur\ntransfer agent, Computershare, will serve as inspector of election at the Annual Meeting and will tabulate and certify the votes.\n\n \n\n**Where\ncan I find the voting results of the Annual Meeting?**\n\n \n\nWe\nwill publish final voting results of the Annual Meeting in a Current Report on Form 8-K within four business days after the Annual Meeting.\n\n \n\n**How\nare we soliciting this proxy?**\n\n \n\nWe\nare soliciting this proxy on behalf of our Board and will pay all expenses associated therewith. Some of our officers, directors and\nother employees also may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal\nconversations, or by telephone, facsimile or other electronic means.\n\n \n\n \n\nWe\nwill also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable\nout-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.\n\n \n\n5\n\n \n\n \n\n**PROPOSAL\n1: ELECTION OF DIRECTORS**\n\n \n\nOur\nCertificate of Incorporation provides that the number of directors shall be established from time to time by our Board. We currently\nhave seven directors serving on the Board, including Jeff Hargroves and Frederick Jiang, who were designated by Falcon Creek Capital\nAdvisor LLC (“Falcon Creek”) on behalf of the lead investor in our private placement transaction that closed in February\n2026 (“Private Placement”). Messrs. Hargroves and Jiang were initially appointed as Class I directors.\n\n \n\nOur\nCertificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each\nclass must consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board. Each\nclass of directors shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting\nat which such class of directors was elected. The term of the Class I directors expires at the 2028 annual meeting, the term of the Class\nII directors expires at the Annual Meeting, and the term of the Class III directors expires at the 2027 annual meeting of stockholders;\nprovided further, that the term of each director will continue until the election and qualification of his successor and is subject to\nhis earlier death, disqualification, resignation or removal. Generally, vacancies or newly created directorships on the Board will be\nfilled only by vote of a majority of the directors then in office and will not be filled by the stockholders. A director appointed by\nthe Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the\nelection and qualification of his or her successor and his or her earlier death, disqualification, resignation or removal.\n\n \n\nJeffrey\nS. Ervin and John A. Roberts, Class II directors will not seek re-election at the Annual Meeting. On the date of the Annual Meeting,\nthe Board intends to reduce the size of the Board to five directors. In order to effect the provision of our Certificate of Incorporation\nthat provides that each class must consist, as nearly as may be practicable, of one-third of the total number of directors constituting\nthe entire Board, Jeff Hargroves has agreed to resign from the Board as a Class I director and was re-appointed to the Board as a Class\nII director.\n\n \n\nJeff\nHargroves has been nominated by the Board to stand for election at the Annual Meeting. As a director assigned to Class II, the current\nterm for Mr. Hargroves will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. Hargroves will serve\nfor a term expiring at the annual meeting of stockholders to be held in 2029 subject to the election and qualification of his successor\nor until his earlier death, resignation or removal.\n\n \n\nDirectors\nare elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the\nelection of directors. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the nominees named below.\nThe nominees receiving the highest number of affirmative votes will be elected. Unless otherwise directed, shares represented by executed\nproxies will be voted for the election of the nominees named below. Each person nominated for election has agreed to serve if elected,\nand management and the Board have no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting,\nthe Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for\nthis nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion,\nmay be voted for that fewer number of nominees as results from the inability of any nominee to serve.\n\n \n\nThe\nfollowing table sets forth the director name, class, age as of May 15, 2026, and other information for each member of our Board:\n\n \n\n**Name**\n** **\n**Class**\n** **\n**Age**\n** **\n\n**Director**\n\n**Since**\n\n** **\n\n**Current**\n\n**Term**\n\n**Expires**\n\n** **\n\n**Expiration**\n\n**of\nTerm**\n\n**For\nWhich Nominated**\n\n** **\n**Skills\nand Experience**\n\nPeter\nJ. Werth\n \nI\n \n87\n \n2018\n \n2028\n \n \n \nLife\nSciences, International Markets, Commercialization, Product Development, Manufacturing and Corporate Development\n\nZhanpeng\n“Frederick” Jiang\n\n \n\n \nI\n \n56\n \n2026\n \n2028\n \n \n \nHealthcare,\nLife Sciences, Finance, Capital Raising and Corporate Management\n\nJeff\nHargroves\n\n \n\n \nII\n \n59\n \n2026\n \n2026\n \n2029\n \nLife\nSciences, Finance, Capital Raising, International Markets, Product Development, Commercialization and Corporate Development\n\nJeffrey\nS. Ervin\n \nII\n \n48\n \n2024\n \n2026\n \n \n \nHealthcare,\nFinance, Capital Raising and Corporate Management\n\nJohn\nA. Roberts\n \nII\n \n67\n \n2024\n \n2026\n \n \n \nHealthcare,\nFinance, Capital Raising and Corporate Management\n\nBryan\nLawrence\n \nIII\n \n60\n \n2024\n \n2027\n \n \n \nLife\nSciences, Product Development and Healthcare\n\nShane\nJ. Schaffer\n \nIII\n \n51\n \n2012\n \n2027\n \n \n \nLife\nSciences, Commercialization, Product Development, Corporate Management and Capital Raising\n\n \n\n6\n\n \n\n \n\n**Class\nI Directors Continuing in Office until the 2028 Annual Meeting**\n\n \n\n*Peter\nJ. Werth*has served on our Board since June 2018. Mr. Werth founded ChemWerth Inc., a full-service generic drug development and supply\ncompany providing active pharmaceutical ingredients to regulated markets worldwide, in 1982 and served as its President and CEO until\nJune 2024. Mr. Werth continues to serve as Chairman of the Board of ChemWerth Inc. Mr. Werth previously served as Vice President at Ganes\nChemicals, a subsidiary of Siegfried Chemicals, from March 1975 through May 1982. From 1965 through 1975, Mr. Werth worked in Research\nand Development for Upjohn Pharmaceuticals, now Pfizer (NYSE: PFE). In addition to serving on the Board of Cingulate, Mr. Werth has served\non the Board of Directors of VM Pharma LLC since December 2010, VM Therapeutics LLC since May 2012, VM Oncology LLC since August 2014,\nPerseus Science Group LLC since January 2015, Likarda LLC since August 2017, Techtona LLC since September 2017, MedRhythms LLC since\nJune 2018 and Bastion Healthcare LLC since September 2020. He earned his Master of Science in Organic Chemistry from Stanford University\nand his Bachelor of Science in Chemistry and Math from Fort Hays State University. We believe that Mr. Werth’s extensive experience\nin the life sciences industry and his knowledge in business and international markets qualifies him to serve on our Board.\n\n \n\n*Zhanpeng*\n“*Frederick” Jiang* has served on our Board since March 2026. Mr. Jiang has served as President of Falcon Creek Capital\nAdvisor, an investment advisory firm focused on the biotechnology sector that he founded, since 2019. He served as Managing Partner of\nPlaisance Capital Management LLC, a venture capital firm he co-founded, from 2020 to 2024. Mr. Jiang was Managing Partner of Coalescence\nPartners from May 2016 to 2019. He previously served as a portfolio manager at Waddell & Reed from 1999 to May 2016. Mr. Jiang was\na director of Stellaromics Inc. from August 2022 to February 2024 and Medgro Biosciences from October 2023 to March 2026, among other\nboard positions he served before. He earned his Bachelor of Arts in Economics and Accountancy from Central University of Finance and\nEconomics in Beijing, China and his Master in Business Administration from the Stern School of Business\n\n \n\n**Class\nII Directors Continuing in Office until the 2026 Annual Meeting**\n\n \n\n*Jeff\nHargroves*has served as a member of our Board of Directors since February 2026. He previously served as a member of our Board of\nDirectors from June 2018 to September 2022. In July 2001, Mr. Hargroves founded ProPharma Group, at which he served as a Board Member\nthrough its sale in September 2020. He served as President and Chief Executive Officer of ProPharma Group from its inception until May\n2018. Previously, he served as the Director of Production at Ivy Animal Health (subsidiary of Elanco) from 1999 through 2001, and prior\nto that, as a Director of ALZA (subsidiary of Johnson and Johnson) from 1996 through 1999. Mr. Hargroves earned both his Bachelor of\nScience in Computer Engineering and Bachelor of Science in Electrical Engineering from the University of Missouri. We believe that Mr.\nHargroves’ experience in product launch and commercialization in the pharmaceutical industry and his extensive knowledge in financial\nmanagement and corporate development qualifies him to serve on our Board.\n\n \n\n*Jeffrey\nS. Ervin* has served on our Board since February 2024. Mr. Ervin has served as Chief Financial Officer of Allarity Therapeutics, Inc.\n(NASDAQ: ALLR), a clinical-stage, precision medicine company actively advancing a pipeline of in-licensed oncology therapeutics, since\nJuly 2025. From June 2024 to January 2025, he served in a fractional capacity as co-chief financial officer of DDC Enterprise, Ltd (NYSE:\nDDC). Prior to DDC, he served as chairman and chief executive officer of IMAC Holdings, Inc. between February 2015 and May 2024. Mr.\nErvin was co-founder of IMAC Holdings, Inc. and led an initial public offering in February 2019 (Nasdaq: BACK). Mr. Ervin earned his\nMaster of Business Administration from Vanderbilt University and his Bachelor of Science in Finance from Miami University. We believe\nthat Mr. Ervin’s extensive experience in the healthcare industry, as well as his experience as an executive of a public company\nqualifies him to serve on our Board.\n\n \n\n7\n\n \n\n \n\n*John\nA. Roberts* has served on our Board since February 2024 and has been Chairman of the Board since December 2025. He served as Executive\nChairman of the Board from August 2025 through December 2025. Mr. Roberts is currently serving as an Executive Advisor for Life365, a\nPartner with the international life science venture catalyst firm Ventac Partners since July 2024 and also a Venture Partner for DigiLife\nFund II, a position he has held since September 2023. From April 2018 to February 2023, he served as Chief Executive Officer and President\nof Vyant Bio, Inc., a biotechnology company formerly listed on Nasdaq. Prior to that, Mr. Roberts had been the interim Chief Executive\nOfficer of Vyant Bio, Inc. since February 2018. Mr. Roberts had previously served as Vyant Bio, Inc.’s Chief Operating Officer\nsince July 2016. From July 2015 to June 2016, Mr. Roberts served as the Chief Financial Officer for VirMedica, Inc., a company that provides\nan end-to-end platform that enables specialty drug manufacturers and pharmacies to optimize product commercialization and management.\nPrior to VirMedica, from August 2011 to July 2015, Mr. Roberts was the Chief Financial and Administrative Officer for AdvantEdge Healthcare\nSolutions, a global healthcare analytics and services organization. Prior to that, Mr. Roberts was the Chief Financial Officer and Treasurer\nfor InfoLogix, Inc., a publicly-traded healthcare-centric mobile software and solutions provider. He has also held CFO roles at leading\npublic medical device and healthcare services firms including Clarient, Inc., a publicly-traded provider of diagnostic laboratory services\nand Daou Systems, Inc., a publicly-traded healthcare IT software development and services firm. In addition, he has held senior executive\nroles with MEDecision, Inc., HealthOnline, Inc. and the Center for Health Information. Mr. Roberts currently serves on the board of directors\nof U.S. Pharmacopia, Vyant Bio, Inc., Caidya, Inc., a global, multi-therapeutic clinical research organization, Navipoint Health, Inc.,\na biotechnology company, and VeriSkin, Inc., a medical device company. He also is a member of the Fellows of the Drug Information Association,\na global neutral forum enabling drug developers and regulators access to education and collaboration. Mr. Roberts earned a Bachelor of\nScience and a master’s degree in business administration from the University of Maine. We believe that Mr. Roberts’ extensive\nexperience in the healthcare industry, as well as his experience as an executive of public companies qualifies him to serve on our Board.\n\n \n\n**Class\nIII Directors Continuing in Office until the 2027 Annual Meeting**\n\n \n\n*Shane\nJ. Schaffer, PharmD*co-founded Cingulate in 2012 and has served as our Chief Executive Officer from 2012 to August 2025 and from\nDecember 2025 to present. He served as Chairman of our Board from 2012 through December 2025. Prior to his work at Cingulate, Dr. Schaffer\nserved as the Managing Director of Sabre Scientific Solutions, from July 2009 through December 2012. Previously, Dr. Schaffer worked\nas a Director of National Accounts at Pri-Med Access from September 2008 through May 2009, Senior Marketing at Sanofi from February 2004\nthrough December 2007, and as a Marketing Manager at Novartis from June 2001 through October 2003. From July 1999 through June 2001,\nhe served as Chief Fellow of the Rutgers Pharmaceutical Industry Fellowship Program and was Senior Fellow at Warner Lambert/Parke Davis\nand Pfizer. From June 1997 to July 1999, he worked as a clinical research associate at Hoechst Marion Roussel. Dr. Schaffer has over\n25 years’ experience in drug development, commercialization and biotech commercial operation. Dr. Schaffer received his Doctor\nof Pharmacy from The University of Kansas School of Pharmacy. We believe that Dr. Schaffer’s extensive knowledge of the pharmaceutical\nindustry, his clinical and commercial background in a wide range of therapeutic areas, and his experience serving as our Chief Executive\nOfficer, qualifies him to serve on our Board.\n\n \n\n*Bryan\nLawrence* has served on our Board since February 2024. Mr. Lawrence has been an entrepreneur and philanthropist since October 2007.\nMr. Lawrence has previously held positions at Xcenda, a division of AmerisourceBergen, Johnson & Johnson Health Care Systems, Janssen\nPharmaceutica and Sandoz Pharmaceuticals Corporation. Mr. Lawrence also has experience in healthcare consulting and has held roles at\nNavigant Consulting and Applied Health Outcome. Mr. Lawrence is currently a member of the University of Kansas School of Pharmacy Advisory\nCouncil. He did a two-year Pharmacoeconomics Fellowship from Glaxo Inc. and the University of South Carolina. Mr. Lawrence earned a Doctor\nof Pharmacy from University of Kansas School of Pharmacy and a Master of Business Administration from the Wharton School at the University\nof Pennsylvania. We believe that Mr. Lawrence’s extensive experience in the life sciences and healthcare industries qualifies him\nto serve on our Board.\n\n \n\n**THE\nBOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE.**\n\n \n\n8\n\n \n\n \n\n**CORPORATE\nGOVERNANCE**\n\n \n\n**Board\nof Directors Composition**\n\n \n\nOur\nBoard currently consists of seven members. Our directors hold office until their successors have been elected and qualified or until\nthe earlier of their death, resignation or removal.\n\n \n\nIn\nconnection with the Private Placement, on February 13, 2026, Jeff Hargroves was appointed as a Class I director and on March 27, 2026\nFrederick Jiang was appointed as a Class I director.\n\n \n\nTo\nreduce the size of the Board, Jeffrey S. Ervin and John A. Roberts, Class II directors, will not seek re-election at the Annual Meeting.\nJeff Hargroves resigned from the Board as a Class I director, solely for the purpose of rebalancing the number of directors in each class,\nand was re-appointed to the Board as a Class II director. On the date of the Annual Meeting, the Board intends to reduce the size of\nthe Board to five directors.\n\n \n\n**Corporate\nGovernance Guidelines**\n\n \n\nOur\nBoard adopted Corporate Governance Guidelines, a copy of which can be found in the “Corporate Governance—Governance Documents”\nsection of the “Investors” page of our website located at *www.cingulate.com*. Among the topics addressed in our Corporate\nGovernance Guidelines are:\n\n \n\n-\nBoard size, independence and qualifications\n \n-\nCommunications with directors\n\n-\nExecutive sessions of independent directors\n \n-\nInteraction with investors and others\n\n-\nBoard leadership structure\n \n-\nBoard access to senior management\n\n-\nSelection of new directors\n \n-\nBoard access to independent advisors\n\n-\nDirector orientation and continuing education\n \n-\nBoard self-evaluations\n\n-\nLimits on board service\n \n-\nBoard meetings\n\n-\nChange of principal responsibilities\n \n-\nMeeting attendance by directors and non-directors\n\n-\nTerm limits\n \n-\nMeeting materials\n\n-\nDirector responsibilities\n \n-\nBoard committees, responsibilities and independence\n\n-\nDirector compensation\n \n-\nSuccession planning\n\n-\nStock ownership\n \n-\nRisk management\n\n** **\n\n**Board\nMeetings**\n\n \n\nDuring\n2025, our Board met 17 times. Each director attended at least 75% of the total of the meetings of the Board and the committees of which\nthey were a member during the period they were a director during 2025.\n\n \n\n**Director\nAttendance at Annual Meeting of Stockholders**\n\n \n\nBoard\nmembers are encouraged to attend all stockholder meetings. All of the directors serving on our Board at the time of the 2025 Annual Meeting\nof Stockholders attended the meeting.\n\n \n\n**Executive\nSessions**\n\n \n\nIndependent\ndirectors meet regularly (a minimum of two times per year) in executive session without management present. Currently, all non-employee\ndirectors, except Peter Werth, are independent.\n\n \n\n**Director\nIndependence**\n\n \n\nPursuant\nto the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s\nboard of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying\nout the responsibilities of a director.\n\n \n\nOur\nBoard has determined that Jeff Ervin, Jeff Hargroves, Frederick Jiang, Bryan Lawrence and John Roberts are “independent directors”\nas such term is defined by Nasdaq Marketplace Rule 5605(a)(2). Due to the promissory note issued by CTx in favor of WFIA, of which Mr.\nWerth is manager, which was last converted into shares of our common stock in January 2024, our Board determined that Mr. Werth is not\nan independent director. In addition, Shane Schaffer is not an independent director due to his position as Chief Executive Officer of\nthe Company. We have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each\nof which are comprised of independent directors.\n\n \n\n9\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nBoard has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board may\nestablish other committees to facilitate the management of our business. The composition and functions of each committee are described\nbelow. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees\noperates under a charter that has been approved by our Board, which can be found in the “Corporate Governance—Committee Charters”\nsection of the “Investors” page of our website located at *www.cingulate.com*.\n\n \n\n**Audit\nCommittee.**The Audit Committee met four times during 2025. The Audit Committee currently consists of Jeffrey S. Ervin, Jeff Hargroves,\nFrederick Jiang, Bryan Lawrence and John A. Roberts, with Mr. Ervin serving as the Chairman of the Audit Committee. During 2025, the\nAudit Committee consisted of Messrs. Ervin, Lawrence and Roberts, with Mr. Roberts serving as chairman from January to August 2025 and\nMr. Ervin serving as chairman from August to December 2025. Our Board has determined that the directors serving on the Audit Committee\nare independent within the meaning of the Nasdaq Marketplace Rules and Rule 10A-3 under the Exchange Act. In addition, our Board has\ndetermined that each of Messrs. Ervin and Roberts qualifies as an audit committee financial expert within the meaning of SEC regulations\nand the Nasdaq Marketplace Rules.\n\n \n\nThe\nAudit Committee’s primary responsibilities are to (i) oversee and monitor our financial reporting process, internal control system\nand disclosure controls and procedures; (ii) review and evaluate the audit performed by our registered independent public accountants\nand report to the Board any substantive issues found during the audit; (iii) oversee communication among our registered independent public\naccountants, senior management and the Board; (iv) appoint, compensate and oversee the work of our registered independent public accountants;\n(v) oversee compliance with legal and regulatory requirements; (vi) review and approve all related party transactions; and (vii) oversee\ncompliance with our Code of Business Conduct and Ethics.\n\n \n\n**Compensation\nCommittee.**The Compensation Committee met eight times during 2025. The Compensation Committee currently consists of Jeffrey S. Ervin,\nJeff Hargroves, Frederick Jiang, Bryan Lawrence and John A. Roberts, with Mr. Lawrence serving as the chairman. During 2025, the Compensation\nCommittee consisted of Messrs. Ervin, Lawrence and Roberts, with Mr. Lawrence as chairman. Our Board has determined that the directors\nserving on our Compensation Committee are independent under the listing standards, are “non-employee directors” as defined\nin Rule 16b-3 promulgated under the Exchange Act.\n\n \n\nThe\nCompensation Committee’s primary responsibilities are to review and approve all forms of non-equity and equity-based compensation\nof our executive officers and directors and to administer our equity-based compensation plans. The Compensation Committee also reviews\nand approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and evaluates our Chief Executive\nOfficer’s performance in light of those goals and objectives.\n\n \n\n*Compensation\nConsultant*\n\n \n\nIn\naccordance with its authority to retain consultants and advisors, the Compensation Committee engaged Pay Governance LLC in 2025 to provide\nexecutive and director compensation consulting services to the Compensation Committee, including providing information and data on current\ntrends and developments in executive and director compensation and analyzing benchmarking data for our industry. In January 2026, the\nCompensation Committee selected Semler Brossy Consulting Group to replace Pay Governance LLC. The Compensation Committee evaluated whether\nany of the work performed by Pay Governance LLC during 2025 raised any conflict of interest and determined that it did not.\n\n \n\n**Nominating\nand Corporate Governance Committee.**The Nominating and Corporate Governance Committee met two times during 2025. The Nominating and\nCorporate Governance Committee currently consists of Jeffrey S. Ervin, Jeff Hargroves, Frederick Jiang, Bryan Lawrence and John A. Roberts,\nwith Mr. Ervin serving as the chairman. During 2025, the Nominating and Corporate Governance Committee consisted of Messrs. Ervin, Lawrence\nand Roberts, with Mr. Ervin as chairman. All members of the Nominating and Corporate Governance Committee are independent directors as\ndefined under the Nasdaq listing standards. The Nominating and Corporate Governance Committee (i) identifies, reviews the qualifications\nof, and recommends to the Board individuals to be elected to the Board and (ii) considers recommendations from stockholders if submitted\nin a timely manner in accordance with the procedures set forth in our bylaws and will apply the same criteria to all persons being considered.\nThe Nominating and Corporate Governance Committee also oversees the annual evaluation of the Board and its committees.\n\n \n\n10\n\n \n\n \n\n**Director\nNominations Process**\n\n \n\nThe\nNominating and Corporate Governance Committee is responsible for recommending candidates to serve on our Board and its committees. In\nconsidering whether to recommend any particular candidate to serve on the Board or its committees, or for inclusion in the Board’s\nslate of recommended director nominees for election at an annual meeting of stockholders, the Nominating and Corporate Governance Committee\nconsiders the criteria set forth in our Corporate Governance Guidelines. Specifically, the Nominating and Corporate Governance Committee\nmay take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management,\nsuch as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social policy concerns;\nexperience relevant to the Company’s industry; experience as a board member of another publicly held company; relevant academic\nexpertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters\npertaining to the Company’s business relative to other Board members; diversity of background and perspective, including, but not\nlimited to, with respect to age, gender, race and ethnicity; practical and mature business judgment, including, but not limited to, the\nability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. In determining whether\nto recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past\nattendance at meetings and participation in and contributions to the activities of the Board.\n\n \n\nWe\ndo not have a formal policy with regard to the consideration of diversity in identifying director nominees. The Board evaluates each\nindividual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the\nbusiness and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various\nareas.\n\n \n\nIn\nidentifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members\nof the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance\nCommittee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company.\nThe Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral\nor recommendation. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds\nand qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance\nthe Board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance\nCommittee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process\nand other perceived needs of the Board.\n\n \n\nThe\ndirector nominee to be elected at the Annual Meeting was evaluated in accordance with our standard review process for director candidates\nin connection with his nomination for election at the Annual Meeting. When considering whether the directors and nominees have the experience,\nqualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in\nlight of our business and structure, the Board focused primarily on the information discussed in each of the member’s biographical\ninformation set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and\nnature of our business. This process resulted in the Board’s nomination of the incumbent director named in this Proxy Statement\nand proposed for election by you at the Annual Meeting.\n\n \n\n11\n\n \n\n \n\n**Falcon\nCreek Directors**\n\n \n\nFalcon\nCreek, on behalf of the lead investor in the Private Placement, is entitled to designate up to two (2) directors of the Company (each\na “Falcon Creek Director” and together, the “Falcon Creek Directors”) to serve on the Board;\nprovided, that (1) one Falcon Creek Director shall be required to resign from the Board if the purchasers managed by Falcon Creek no\nlonger beneficially owns at least 15% of our outstanding common stock and (2) the remaining Falcon Creek Director shall be required to\nresign from the Board if the lead investor no longer beneficially owns at least 5% of our outstanding common stock. The obligation to\ncause a Falcon Creek Director to resign shall not apply until the purchasers managed by Falcon Creek have had at least thirty (30) days’\nprior written notice from the Company of such threshold being crossed, and any dilution resulting solely from issuances not approved\nby the Falcon Creek Directors (unless required by law) shall be disregarded for purposes of such calculation. The Board shall include,\nto the fullest extent permitted by applicable law, the Falcon Creek Directors as director nominees at each general or special meeting\nof stockholders of the Company at which an election of directors is held and shall recommend in favor of, and use its reasonable best\nefforts to solicit stockholder approval of, the election of the Falcon Creek Directors at each such meeting (including, without limitation,\ndirecting all directors and executive officers of the Company to vote in favor of the election of the Falcon Creek Directors at each\nsuch meeting, but provided that the Company shall not be required to use greater efforts to solicit election of the Falcon Creek Directors\nthan those efforts used to solicit election of any other nominee for election to the Board.\n\n \n\nThe\nFalcon Creek Directors shall at all times meet the qualification requirements to serve as director under the rules and policies of Nasdaq,\nand shall be eligible under applicable Delaware law and the governing documents of the Company to serve as director, and Falcon Creek\nagrees to cause either of the Falcon Creek Directors to resign from the Board if either of the Falcon Creek Directors are no longer qualified\nor eligible to act as a director or if so required by Nasdaq.\n\n \n\n**Stockholder\nNominations for Directorships**\n\n \n\nStockholders\nmay recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by\nsubmitting their names and background to the Secretary of the Company at the address set forth below under “Stockholder Communications”\nin accordance with the provisions set forth in our bylaws. All such recommendations will be forwarded to the Nominating and Corporate\nGovernance Committee, which will review and only consider such recommendations if appropriate biographical and other information is provided,\nincluding, but not limited to, the items listed below, on a timely basis. All stockholder recommendations for director candidates must\nbe received by the Company in the timeframe(s) set forth under the heading “Stockholder Proposals” below.\n\n \n\n \n●\nthe\nname and address of the stockholder and the beneficial owner, if any;\n\n \n \n \n\n \n●\na\nrepresentation that the stockholder is a record holder of the Company’s securities entitled to vote at the meeting upon such\nnomination and intends to appear in person or by proxy at the meeting to propose such nomination;\n\n \n \n \n\n \n●\nthe\nname, age, business and residential address, and principal occupation or employment of the proposed director candidate;\n\n \n \n \n\n \n●\na\ndescription of any arrangements or understandings between the proposed director candidate and any other person or entity other than\nthe Company; and\n\n \n \n \n\n \n●\nthe\nconsent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual meeting of stockholders\nand to serve as a director if elected at such annual meeting.\n\n \n\nAssuming\nthat appropriate information is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee\nwill evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates\nsubmitted by members of the Board or other persons, as described above and as set forth in its written charter.\n\n \n\n12\n\n \n\n \n\n**Board\nLeadership Structure**\n\n \n\nThe\nBoard believes that it should have the flexibility to make determinations as to whether the same individual should serve as both the\nChief Executive Officer and the Chairman of the Board, taking into account changing needs and circumstances of both the Company and the\nBoard over time. In determining the appropriate leadership structure, the Board considers, among other things, the current composition\nof the Board, the role of the Lead Independent Director, if any, and challenges and opportunities specific to the Company. Currently,\nJohn A. Roberts has served as Chairman of the Board since December 2025. Our Board has determined that its current leadership structure\nis appropriate. Periodically, our Board assesses these roles and the Board leadership structure to ensure the interests of Cingulate\nand our stockholders are best served. Currently, the Board does not have a Lead Independent Director; however, the independent directors\nwill consider whether to appoint someone to this role in the future.\n\n \n\n**Role\nof Board in Risk Oversight Process**\n\n \n\nWhile\nmanagement is responsible for assessing and managing our risks, our Board is responsible for overseeing management’s efforts to\nassess and manage risk. This oversight is conducted by our full Board, which has responsibility for general oversight of risks, and standing\ncommittees of our Board. Our Board satisfies this responsibility through full reports by each committee chair regarding the committee’s\nconsiderations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within\nour company. Our Board believes that full and open communication between management and the Board is essential for effective risk management\nand oversight.\n\n \n\nThe\nAudit Committee is responsible for discussing the Company’s policies with respect to risk assessment and risk management, including\nguidelines and policies to govern the process by which the Company’s exposure to financial risk is handled. In accordance with\nthose policies, our Board and the Board committees shall have an active role in overseeing management of the Company’s risks. Our\nBoard regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with\neach. The Compensation Committee oversees the management of risks relating to the Company’s executive compensation plans and arrangements.\nThe Audit Committee oversees financial and cybersecurity risks. The Nominating and Corporate Governance Committee manages risks associated\nwith the independence of our Board and potential conflicts of interest.\n\n \n\n**Stockholder\nCommunications**\n\n \n\nAny\nstockholder or any other interested party who desires to communicate with our Board, our non-management directors or any specified individual\ndirector, may do so by directing such correspondence to the attention of our Secretary, Jennifer L. Callahan, at Cingulate Inc., 1901\nW. 47th Place, 3rd Floor, Kansas City, Kansas 66205. Our Secretary will forward the communication to the appropriate\ndirector or directors.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nOur\nBoard adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to our employees, officers and directors.\nA copy of the Code of Conduct is posted on the Corporate Governance section of the Investor Relations page of our website, which is located\nat www.cingulate.com/investors. We intend to disclose future amendments to certain provisions of the Code of Conduct, or waivers of such\nprovisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or\npersons performing similar functions, and our directors, on our website identified above or in future filings with the SEC.\n\n \n\n**Anti-Hedging\nPolicy**\n\n \n\nOur\nBoard has adopted an Insider Trading Policy, which applies to all of our directors, officers and employees. The policy prohibits our\ndirectors, officers and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts.\n\n \n\n13\n\n \n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding\ncommon stock to file reports with the SEC regarding their stock ownership and changes in their ownership of our common stock. Based on\nour records and representations from our directors and executive officers, we believe that all Section 16(a) filing requirements applicable\nto our directors and executive officers were complied with during fiscal year 2025, except for the following: due to administrative error,\nRaul Silva filed a late Form 4 on July 1 and November 10, 2025 to report the grant of non-qualified stock options on March 31, and September\n30, 2025, respectively, and due to the timing of receiving his EDGAR submission codes, Bryan Downey filed a late Form 4 on November 10\nto report the grant of non-qualified stock options on November 3, 2025.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nWe\nhave adopted an insider trading policy that governs the purchase, sale, and other transactions of our securities by our directors, officers\nand employees that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well\nas Nasdaq listing standards. A copy of our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K filed with\nthe SEC on March 18, 2026. In addition, with regard to the Company’s trading in its own securities, it is our policy to comply\nwith the federal securities laws and the applicable exchange listing requirements.\n\n \n\n**EXECUTIVE\nOFFICERS**\n\n \n\nThe\nfollowing table provides information regarding our executive officers with their respective ages as of May 15, 2026:\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Position**\n\n \n \n \n \n \n\nShane\nJ. Schaffer, PharmD\n \n51\n \nChief\nExecutive Officer\n\nJennifer\nL. Callahan\n \n55\n \nExecutive\nVice President, Chief Financial Officer & Secretary\n\nRaul\nR. Silva, MD\n \n69\n \nExecutive\nVice President and Chief Science Officer\n\nMatthew\nN. Brams, MD\n \n63\n \nExecutive\nVice President and Chief Medical Officer\n\nNilay\nD. Patel\n \n48\n \nExecutive\nVice President, Chief Legal Officer & Chief Compliance Officer\n\nBryan\nDowney\n \n54\n \nExecutive\nVice President and Chief Commercial Officer\n\n** **\n\n**See\npage 8  of this Proxy Statement for Mr. Schaffer’s biography.**\n\n \n\n*Jennifer\nL. Callahan* was appointed as our Senior Vice President and Chief Financial Officer in January 2024 and Secretary in June 2024 and\nbecame our Executive Vice President, Chief Financial Officer and Secretary in January 2026. Ms. Callahan served as Interim Chief Executive\nOfficer from August 2025 to December 2025. She has served the Company in an accounting role since January 2017 and was our Vice President,\nCorporate Controller from January 2019 to January 2024. Prior to her role at the Company, Ms. Callahan served as the Director of Accounting\nfor Meridian Business Services, a local Kansas City accounting firm since 2014 where she provided outsourced controller services to various\ncompanies, including start-up companies and companies in need of process improvements. Over the tenure of her career, Ms. Callahan has\nprovided consulting services to companies in a variety of industries and stages. She started her career with Deloitte where she served\nin various roles in the audit practice from June 1992 to December 1998. Ms. Callahan holds a CPA designation and received a BSBA in Accounting\nand Finance from Creighton University.\n\n \n\n*Raul\nR. Silva, MD*co-founded Cingulate in 2012 and has served as our Executive Vice President and Chief Science Officer since January\n2018. He has been in private practice specializing in child and adolescent psychiatry since 2009. Previously, Dr. Silva served as Executive\nDirector of Rockland Children’s Psychiatric Center from 2006-2009. He also served as Vice Chairman of The New York University Child\nStudy Center 2005 through 2009. Dr. Silva served as Deputy Director of Child Psychiatry at Bellevue Hospital Center from 1999 through\n2006. Prior to that, he was Director of Child and Adolescent Psychiatry at St. Luke’s/Roosevelt Hospital in New York City from\n1990 through 1995. He completed his fellowship in child and adolescent psychiatry at Columbia University’s St. Luke’s/Roosevelt\nHospital Center in 1990. Dr. Silva completed a psychopharmacology research fellowship at New York University Medical Center. Dr. Silva\nis board certified in general, child and adolescent psychiatry. Dr. Silva received his Doctor of Medicine degree from Ross University\nand his Bachelor of Science in Biology from Fairleigh Dickinson University.\n\n \n\n14\n\n \n\n \n\n*Matthew\nN. Brams, MD* co-founded Cingulate in 2012 and has served as our Executive Vice President and Chief Medical Officer since January\n2018 and served as a director of Cingulate from January 2018 through July 2021. Dr. Brams served as a Principal of Bayou City Research,\na position he held from April 1999 to January 2021. Prior to that, he served as a consultant medical director and/or admitting Psychiatrist\nat numerous medical facilities including Taylor Recover Center (April 2019 to present ); Lakeview Health Rehabilitation Center (2018-2019);\nThe Parc, Houston Tx (2012-2015); GeroPsych Unit Gulf Coast Hospital (2009-Present). Dr. Brams has been integral to the research teams\nfor all the major pharmaceutical companies participating in the ADHD clinical arena. Dr. Brams completed residency and fellowship at\nBaylor College of Medicine in adult and child psychiatry, respectively. He is board certified in Adult and Child Psychiatry (1994) and\nis an acting Senior Board Examiner for the American Board of Psychiatry and Neurology. He received his Doctor of Medicine from The University\nof Texas Science Center and his Bachelor of Arts in Biology from the University of Texas.\n\n \n\n*Nilay\nPatel* was appointed as our Senior Vice President, Chief Legal Officer and Chief Compliance Officer in July 2025 and became our Executive\nVice President, Chief Legal Officer and Chief Compliance Officer in October 2025. Mr. Patel previously served as Chief Legal Officer,\nChief Compliance Officer and Corporate Secretary at Ironshore Pharmaceuticals from September 2019 to September 2024 where he played a\nkey role in launching the company’s flagship ADHD therapy and led legal and compliance functions through its acquisition by Collegium\nPharmaceuticals. Mr. Patel held senior legal roles at Grifols, where he served as Assistant General Counsel for the company’s U.S.\nBioscience division from October 2011 to September 2019. Mr. Patel began his legal career as a patent attorney at Cooper & Dunham\nLLP in New York, and later practiced at Life Sciences Law PLLC, where he advised emerging biotech companies on M&A, licensing, and\nventure financing transactions. He holds a Juris Doctor from Columbia Law School and dual Bachelor of Science degrees in Biochemistry\nand Chemistry from North Carolina State University.\n\n \n\n*Bryan\nDowney*has been our Executive Vice President and Chief Commercial Officer since November 2025. Mr. Downey served as Managing Director\nwith CRA | Admired Leadership from 2021 to November 2025, where he advised Fortune 100 and biopharma executives on leadership, strategy,\nand organizational excellence. Mr. Downey was President, Radiopharmacies division and Senior Vice President (2020-2021), President, HollisterStier\nAllergy (2014-2017) and Interim President, Cadista (2016) at Jubilant Pharma. Mr. Downey was President and Chief Executive Officer and\na member of the Board of Directors at Alfasigma from 2017-2020. From 1997 to 2014, Mr. Downey held various positions, including Vice\nPresident and Head of the U.S. Allergy and Cardiovascular Business Unit, with Sanofi, Inc. Mr. Downey holds an M.B.A. from Cornell University\nand both B.S. and M.S. degrees from Texas A&M University–Kingsville.\n\n \n\n**EXECUTIVE\nOFFICER AND DIRECTOR COMPENSATION**\n\n \n\nThe\nfollowing tables and accompanying disclosure set forth information about the compensation earned by our named executive officers during\n2025. Our named executive officers include (i) all individuals that served as principal executive officer during 2025, (ii) the two most\nhighly compensated executive officers (other than our principal executive officer) serving as executive officers as of December 31, 2025\nand (iii) a former executive officer who would have been one of the two most highly-compensated executive officers (other than our principal\nexecutive officer) had they been serving as an executive officer as of December 31, 2025 as set forth below:\n\n \n\n \n●\nShane\nJ. Schaffer, Chief Executive Officer;\n\n \n \n \n\n \n●\nJennifer\nL. Callahan, Executive Vice President, Chief Financial Officer and Secretary;\n\n \n \n \n\n \n●\nMatthew\nN. Brams, Executive Vice President and Chief Medical Officer;\n\n \n \n \n\n \n●\nNilay\nD. Patel, Executive Vice President, Chief Legal Officer and Chief Compliance Officer;\n\n \n \n \n\n \n●\nLaurie\nA. Myers, Former Executive Vice President and Chief Operating Officer\n\n \n\n15\n\n \n\n \n\n**SUMMARY\nCOMPENSATION TABLE**\n\n \n\nThe\nfollowing table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for\nthe years shown.\n\n \n\n**Name\nand**\n\n**Principal\nPosition**\n \nYear \n\n**Salary**\n\n**($)**\n  \n\n**Bonus**\n\n**($)(1)**\n  \n\n**Option**\n\n**Awards**\n\n**($)(2)**\n  \n\n**All\nOther Compensation**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\n*Shane\nJ. Schaffer,*\n\n \n2025 \n 479,527  \n 314,847  \n 1,102,151  \n 0  \n 1,896,525 \n\nCEO \n2024 \n 319,281  \n 251,500  \n 199,546  \n 0  \n 770,327 \n\n  \n  \n    \n    \n    \n    \n   \n\n*Jennifer\nL. Callahan*\n\n \n2025 \n 373,000  \n 246,505  \n 349,412  \n 0  \n 968,917 \n\nEVP\nand CFO \n2024 \n 253,981  \n 105,000  \n 87,084  \n 0  \n 446,065 \n\n  \n  \n    \n    \n    \n    \n   \n\nMatthew\nN. Brams \n  \n    \n    \n    \n    \n   \n\nEVP\nand CMO \n2025 \n 165,000  \n 41,313  \n 286,180  \n 0  \n 492,493 \n\n  \n  \n    \n    \n    \n    \n   \n\nNilay\nD. Patel \n  \n    \n    \n    \n    \n   \n\nEVP,\nCLO and CCO \n2025 \n 230,483(3) \n 50,000  \n 124,143  \n 0  \n 404,626 \n\n  \n  \n    \n    \n    \n    \n   \n\n*Laurie\nA. Myers(4)*\n\n \n2025 \n 263,152  \n 0  \n 199,277  \n 145,573(5) \n 608,002 \n\nFormer\nEVP and COO \n2024 \n 282,667  \n 84,800  \n 90,715  \n 0  \n 458,182 \n\n \n\n(1)\nThe\nbonus amounts represent the bonuses earned by our named executive officers in 2025 and 2024, respectively. For 2025: (i) in October\n2025, Dr. Schaffer ($235,152) and Ms. Callahan ($106,505) received a contingent bonus as described below, (ii) in February 2026,\nDr. Schaffer ($32,695), Ms. Callahan ($35,000), Mr. Brams ($10,313) and Mr. Patel ($12,500) received a portion of their 2025 bonus\nin cash and (iii) on March 9, 2026, Dr. Schaffer ($47,000), Ms. Callahan ($105,000), Mr. Brams ($31,000) and Mr. Patel ($37,500)\nreceived a portion of their 2025 bonus in shares of our common stock with the number of shares determined by dividing the dollar\namount by the closing price of our common stock on the grant date. In January 2025, Dr. Schaffer, Ms. Callahan and Ms. Myers received\none-half of their 2024 bonus in cash and one-half as a grant of non-qualified stock options with a grant date fair value equal to\nthe cash bonus.\n\n \n \n\n(2)\n\nFor\n2025, the amounts reflect the grant date fair value of the non-qualified stock option awards\non February 18 and July 7, 2025 (Schaffer, Callahan, Brams and Myers) and on July 8, 2025\n(Patel), in accordance with FASB ASC Topic 718. The value of the non-qualified stock option\nawards on January 17, 2025 (Schaffer, Callahan and Myers) is included in the 2024 Bonus column\nas the grants were made in lieu of a portion of 2024 cash bonus.\n\n \n\nFor\n2024, the amounts reflect the grant date fair value of the non-qualified stock option awards on March 4, 2024 (Schaffer, Callahan\nand Myers). Dr. Schaffer, Ms. Callahan and Ms. Myers received two stock option grants on March 4, 2024, one of which was contingent\non stockholder approval at the June 2024 annual meeting to increase in the shares of common stock available in the Company’s\nequity incentive plan. For accounting purposes, the March 2024 contingent stock option grants used different assumptions to determine\nthe grant date value than the grants that were not contingent on stockholder approval.\n\n \n\nThe\nfair market value of the option awards was determined using the Black-Scholes Model. The assumptions used to estimate the grant date\nfair value for the Company’s 2024 and 2025 non-qualified stock options awards, shown on a weighted average basis, were as follows:\n\n \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nRisk-free\ninterest rate \n 4.15% \n 4.24%\n\nExpected\nterm (in years) \n 5.82  \n 5.43 \n\nExpected\nvolatility \n 1.4  \n 1.5 \n\nExpected\ndividend yield \n 0% \n 0%\n\nGrant\ndate fair value \n$4.04\n– 4.22  \n$7.49\n- 13.33 \n\n \n\n(3)\nAmount\nrepresents (i) $184,233 of base salary beginning on July 8, 2025, the date of Mr. Patel’s employment, and (ii) $46,250 paid\nto Mr. Patel as consulting fees prior to his employment with the Company.\n\n \n \n\n(4)\nMs.\nMyers’ employment with the Company terminated on August 7, 2025.\n\n \n \n\n(5)\nAmount\nrepresents separation pay pursuant to Ms. Myers’ Separation Agreement described below.\n\n \n\n16\n\n \n\n \n\n*Employee\nBenefit Plans*\n\n \n\nWe\ncurrently provide broad-based health and welfare benefits that are available to all of our employees, including our named executive officers,\nincluding medical, dental, and vision insurance.\n\n \n\n*401(k)\nPlan*\n\n \n\nWe\nsponsor a 401(k) savings plan (the “401(k) Plan”) for all eligible employees. Under the 401(k) Plan, we do not make matching\ncontributions into the 401(k) Plan other than the annual required safe harbor match.\n\n \n\n**Contingent\nBonus Plan**\n\n \n\nIn\nconnection with the reduction in annual base salary for employees, effective December 16, 2023, and to incentivize employees to remain\nwith the Company, the independent members of the Board approved a contingent bonus plan. Pursuant to this plan, on the date that is three\nmonths after the filing date of the NDA for CTx-1301 with the FDA (the “payment date”) each impacted employee would receive\nan amount equal to the aggregate dollar amount of base salary that was not paid to the employee due to the salary reductions (“unpaid\nsalary”) plus 20% of the unpaid salary amount. The Board reinstated base salaries for employees in September 2024 and we filed\nthe NDA for CTx-1301 on July 31, 2025. The unpaid salary amount for Dr. Schaffer ($195,960) and Ms. Callahan ($88,754) plus 20% was paid\nin cash on October 31, 2025.\n\n \n\n**Employment\nArrangements with our Named Executive Officers**\n\n \n\n*Shane\nJ. Schaffer*\n\n \n\nOn\nSeptember 23, 2021, we entered into an employment agreement with Dr. Schaffer. Under the terms of Dr. Schaffer’s employment agreement,\nhe holds the position of Chief Executive Officer. The employment agreement originally provided for a base salary of $475,000 annually,\nwhich was increased to $503,500, effective January 1, 2023. In connection with cost containment measures, Dr. Schaffer’s base salary\nwas reduced to $226,350, effective December 16, 2023. In September 2024, Dr. Schaffer’s base salary was reinstated to $503,500\nand effective January 1, 2025, Dr. Schaffer’s base salary was increased to $523,120. In connection with his administrative leave,\nDr. Schaffer’s base salary was reduced to $392,340, effective August 14 to December 15, 2025. Effective December 15, 2025, Dr.\nSchaffer’s employment agreement was amended and restated and his base salary was reinstated from the reduced salary he received\nwhile on administrative leave.\n\n \n\nIn\naddition, Dr. Schaffer is eligible to receive an annual bonus, with a target amount equal to twenty-five percent (25%) of Dr. Schaffer’s\nbase salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based\nupon both the Company’s performance and Dr. Schaffer’s individual performance. Pursuant to the terms of his employment agreement,\nDr. Schaffer is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers\nof the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may\nbe amended by the Company from time to time in its sole discretion.\n\n \n\n17\n\n \n\n \n\nWe\nmay terminate Dr. Schaffer’s employment at any time upon providing written notice to Dr. Schaffer, and Dr. Schaffer may terminate\nhis employment at any time for any reason, including for Good Reason (as that term is defined in Dr. Schaffer’s employment agreement).\n\n \n\nIf\nDr. Schaffer’s employment is terminated by the Company without cause or by Dr. Schaffer for Good Reason, Dr. Schaffer will be entitled\nto receive, subject to his signing a general release of claims in favor of the Company and related persons and entities within twenty-one\n(21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount\nin cash equal to one (1) times Dr. Schaffer’s base salary and annual target bonus, within 60 days following the date of termination.\nIn addition, all stock options and stock appreciation rights held by Dr. Schaffer, which would have vested if he had remained employed\nfor an additional four (4) months following the date of termination, shall become vested and exercisable as of the date of termination\nfor the remainder of their full term. If Dr. Schaffer’s employment is terminated by the Company without cause or by Dr. Schaffer\nfor Good Reason within twelve (12) months of a Change of Control, Dr. Schaffer will be entitled to receive, subject to his signing a\ngeneral release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination\nand following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one and one half\n(1 ½) times Dr. Schaffer’s base salary and annual target bonus, within 60 days following the date of termination; provided\nhowever, if any payment or benefits would constitute a “parachute payment” as defined in Section 280(G) of the Internal Revenue\nCode, the payments will be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the excise\ntax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the excise\ntax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by Dr. Schaffer\nshall become vested and exercisable as of the date of termination for the remainder of their full term.\n\n \n\n*Jennifer\nL. Callahan*\n\n \n\nOn\nJanuary 25, 2024, we entered into an employment agreement with Ms. Callahan. Under the terms of Ms. Callahan’s employment agreement,\nshe holds the positions of Executive Vice President and Chief Financial Officer. The employment agreement originally provided for a base\nsalary of $350,000 annually. In connection with cost containment measures, Ms. Callahan’s base salary as Chief Financial Officer\nwas reduced to $210,000, effective December 16, 2023. In September 2024, Ms. Callahan’s base salary was reinstated to $350,000\nand effective January 1, 2025, Ms. Callahan’s base salary was increased to $364,000. Effective October 1, 2025, Ms. Callahan’s\nbase salary was increased to $400,000. In addition, Ms. Callahan is eligible to receive an annual bonus, with a target amount equal to\ntwenty-five percent (25%) of Ms. Callahan’s base salary. The actual amount of each bonus will be determined by the sole discretion\nof our Compensation Committee and will be based upon both the Company’s performance and Ms. Callahan’s individual performance,\nas recommended by the Chief Executive Officer. Pursuant to the terms of her employment agreement, Ms. Callahan is also eligible to participate\nin all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to\nparticipate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to\ntime in its sole discretion.\n\n \n\nWe\nmay terminate Ms. Callahan’s employment at any time upon providing written notice to Ms. Callahan, and Ms. Callahan may terminate\nher employment at any time for any reason, including for Good Reason (as that term is defined in Ms. Callahan’s employment agreement).\n\n \n\nIf\nMs. Callahan’s employment is terminated by the Company without cause or by Ms. Callahan for Good Reason, Ms. Callahan will be entitled\nto receive, subject to her signing a general release of claims in favor of the Company and related persons and entities within twenty-one\n(21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount\nin cash equal to one (1) times Ms. Callahan’s base salary and annual target bonus, within 60 days following the date of termination.\nIn addition, all stock options and stock appreciation rights held by Ms. Callahan, which would have vested if she had remained employed\nfor an additional four (4) months following the date of termination, shall become vested and exercisable as of the date of termination\nfor the remainder of their full term. If Ms. Callahan’s employment is terminated by the Company without cause or by Ms. Callahan\nfor Good Reason within twelve (12) months of a Change of Control, Ms. Callahan will be entitled to receive, subject to her signing a\ngeneral release of claims in favor of the Company and related persons and entities within twenty-one (21) days of the date of termination\nand following the expiration of seven (7) days thereafter, a severance payment of a lump sum amount in cash equal to one (1) times Ms.\nCallahan’s base salary and annual target bonus, within 60 days following the date of termination; provided however, if any payment\nor benefits would constitute a “parachute payment” as defined in Section 280(G) of the Internal Revenue Code, the payments\nwill be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the excise tax imposed by Section\n4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the excise tax imposed by Section\n4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by Ms. Callahan shall become vested\nand exercisable as of the date of termination for the remainder of their full term.\n\n \n\n18\n\n \n\n \n\n*Matthew\nN. Brams*\n\n \n\nOn\nSeptember 23, 2021, we entered into an employment agreement with Mr. Brams. Under the terms of Mr. Brams’s employment agreement,\nhe holds the positions of Executive Vice President and Chief Medical Officer. The employment agreement originally provided for a base\nsalary of $200,000 annually, which was increased to $250,000, effective January 1, 2023. In connection with cost containment measures,\nMr. Brams’ annual base salary was reduced to $125,000, effective December 16, 2023. Effective January 1, 2024, Mr. Brams’\nemployment agreement was amended (i) to modify Mr. Bram’s annual base salary to an amount to allow (a) Mr. Brams to contribute\nto the 401(k) Plan the maximum amount permitted by the Internal Revenue Service and (b) the Company to withhold the minimum statutory\namount to satisfy federal, state and local taxes and (ii) to provide that the Company will grant Mr. Brams 1,000 non-qualified stock\noptions on the last business day of each calendar quarter pursuant to the 2021 Plan. Effective January 1, 2025, Mr. Brams’ employment\nwas amended to provide him with an annual base salary of $165,000 and to eliminate the quarterly equity grants. Effective January 1,\n2026, we entered into a new employment agreement with Mr. Brams’ pursuant to which Mr. Brams’ will receive an annual base\nsalary of $400,000 through June 30, 2026. After June 30, 2026, the Company’s Chief Executive Officer will determine whether to\nmaintain Mr. Brams as a full-time employee or return Mr. Brams’ to a part-time role with a lower salary.\n\n \n\nMr.\nBrams is eligible to receive an annual bonus, with a target amount equal to twenty-five percent (25%) of Mr. Brams’s annual base\nsalary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon\nboth the Company’s performance and Brams’s individual performance, as recommended by the Chief Executive Officer. Pursuant\nto the terms of his employment agreement, Mr. Brams is also eligible to participate in all incentive and deferred compensation programs\navailable to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity\nplans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion.\n\n \n\nWe\nmay terminate Mr. Brams’s employment at any time upon providing written notice to Mr. Brams, and Mr. Brams may terminate his employment\nat any time for any reason, including for Good Reason (as that term is defined in Mr. Brams’s employment agreement).\n\n \n\nIf\nMr. Brams’s employment is terminated by the Company without cause or by Mr. Brams for Good Reason, Mr. Brams will be entitled to\nreceive, subject to his signing a general release of claims in favor of the Company and related persons and entities within twenty-one\n(21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance payment in twelve (12) equal\nmonthly payments equal to $165,000, beginning 30 days following the date of termination. In addition, all stock options and stock appreciation\nrights held by Mr. Brams, which would have vested if he had remained employed for an additional four (4) months following the date of\ntermination, shall become vested and exercisable as of the date of termination for the remainder of their full term. If Mr. Brams’s\nemployment is terminated by the Company without cause or by Mr. Brams for Good Reason within twelve (12) months of a Change of Control,\nMr. Brams will be entitled to receive, subject to his signing a general release of claims in favor of the Company and related persons\nand entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance\npayment of a lump sum amount in cash equal to one (1) times Mr. Brams’s base salary, within 60 days following the date of termination;\nprovided however, if any payment or benefits would constitute a “parachute payment” as defined in Section 280(G) of the Internal\nRevenue Code, the payments will be the greater of (i) the largest amount to ensure that no portion of those payments be subject to the\nexcise tax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment, less all taxes, including the\nexcise tax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock appreciation rights held by\nMr. Brams shall become vested and exercisable as of the date of termination for the remainder of their full term.\n\n \n\n19\n\n \n\n \n\n*Nilay\nD. Patel*\n\n \n\nOn\nJuly 8, 2025, we entered into an employment agreement with Mr. Patel. Under the terms of Mr. Patel’s employment agreement, he holds\nthe positions of Executive Vice President, Chief Legal Officer and Chief Compliance Officer. Mr. Patel’s principal place of employment\nmay be his residence in North Carolina; provided, that he performs his duties from the Company’s headquarters in Kansas City on\naverage eight (8) days per month. Provided the Company reimburses Mr. Patel for his relocation expenses, Mr. Patel must relocate to the\nKansas City metropolitan area by January 8, 2027 unless otherwise agreed by the Company’s Chief Executive Officer. The employment\nagreement originally provided for a base salary of $364,000 annually, which was increased to $400,000 upon the FDA’s acceptance\nof the NDA for CTx-1301 on October 1, 2025. In addition, Mr. Patel is eligible to receive an annual bonus, with a target amount equal\nto twenty-five percent (25%) of Mr. Patel’s base salary. The actual amount of each bonus will be determined by the sole discretion\nof our Compensation Committee and will be based upon both the Company’s performance and Mr. Patel’s individual performance,\nas recommended by the Chief Executive Officer. Pursuant to the terms of his employment agreement, Mr. Patel is also eligible to participate\nin all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to\nparticipate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to\ntime in its sole discretion.\n\n \n\nWe\nmay terminate Mr. Patel’s employment at any time upon providing written notice to Mr. Patel, and Mr. Patel may terminate his employment\nat any time for any reason, including for Good Reason (as that term is defined in Mr. Patel’s employment agreement).\n\n \n\nIf\nMr. Patel’s employment is terminated by the Company without cause or by Mr. Patel for Good Reason, Mr. Patel will be entitled to\nreceive, subject to his signing a general release of claims in favor of the Company and related persons and entities that becomes irrevocable\nwithin twenty-eight (28) days of the date of termination, a severance payment of a lump sum amount in cash equal to one-half (1/2) times\n(increasing to one (1) times upon Mr. Patel’s relocation to the Kansas City metropolitan area or otherwise agreed by the Company’s\nChief Executive Officer) Mr. Patel’s base salary and annual target bonus. In addition, all stock options and stock appreciation\nrights held by Mr. Patel, which would have vested if he had remained employed for an additional four (4) months following the date of\ntermination, shall become vested and exercisable as of the date of termination for the remainder of their full term. If Mr. Patel’s\nemployment is terminated by the Company without cause or by Mr. Patel for Good Reason within twelve (12) months of a Change of Control,\nMr. Patel will be entitled to receive, subject to him signing a general release of claims in favor of the Company and related persons\nand entities within twenty-one (21) days of the date of termination and following the expiration of seven (7) days thereafter, a severance\npayment of a lump sum amount in cash equal to one (1) times Mr. Patel’s base salary and annual target bonus, within 60 days following\nthe date of termination; provided however, if any payment or benefits would constitute a “parachute payment” as defined in\nSection 280(G) of the Internal Revenue Code, the payments will be the greater of (i) the largest amount to ensure that no portion of\nthose payments be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and (ii) the amount of the full payment,\nless all taxes, including the excise tax imposed by Section 4999 of the Internal Revenue Code. In addition, all stock options and stock\nappreciation rights held by Mr. Patel shall become vested and exercisable as of the date of termination for the remainder of their full\nterm.\n\n \n\n*Laurie\nA. Myers*\n\n \n\nOn\nSeptember 23, 2021, we entered into an employment agreement with Ms. Myers. Under the terms of Ms. Myers’ employment agreement,\nshe held the positions of Executive Vice President and Chief Operating Officer. The employment agreement originally provided for a base\nsalary of $400,000 annually, which was increased to $436,720, effective January 1, 2025.\n\n \n\nIn\nconnection with Ms. Myers’ termination of employment on August 7, 2025, we entered into a Separation Agreement and Release of All\nClaims on August 28, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement: (i) Ms. Myers is subject to\nconfidentiality, noncompetition and nonsolicitation covenants pursuant to her employment agreement; and (ii) Ms. Myers (a) released claims\nagainst the Company and its affiliates, (b) will receive a separation pay of $436,720 payable in semi-monthly installments for twelve\n(12) months, (c) unvested stock options vested and will be exercisable for their full term, and (d) is subject to certain post-employment\nrestrictive covenants, including non-disparagement obligations.\n\n \n\n20\n\n \n\n \n\n**Outstanding\nEquity Awards at 2025 Fiscal Year-End**\n\n \n\nName \nGrant\ndate \nNumber\nof securities underlying unexercised options (#) exercisable  \nNumber\nof securities underlying unexercised options (#) unexercisable  \nOption\nexercise price ($)  \nOption\nexpiration date\n\n  \n \n  \n   \n   \n   \n \n\nShane J. Schaffer \n3-4-2024\n(1)(2) \n 17,186  \n 5,731  \n 14.16  \n3-4-2034\n\n  \n1-17-2025\n(3) \n 27,638  \n 0  \n 4.76  \n1-17-2035\n\n  \n2-18-2025\n(4) \n 0  \n 70,489  \n 4.32  \n2-18-2035\n\n  \n7-7-2025\n(4) \n 0  \n 199,500  \n 4.42  \n7-7-2035\n\n  \n \n  \n    \n    \n    \n \n\nJennifer L. Callahan \n3-4-2024\n(1)(2) \n 7,499  \n 2,502  \n 14.16  \n3-4-2034\n\n  \n1-17-2025\n(3) \n 11,539  \n 0  \n 4.76  \n1-17-2035\n\n  \n2-18-2025\n(4) \n 0  \n 21,140  \n 4.32  \n2-18-2035\n\n  \n7-7-2025\n(4) \n 0  \n 64,500  \n 4.42  \n7-7-2035\n\n  \n \n  \n    \n    \n    \n \n\nMatthew N. Brams \n3-4-2024\n(1)(2) \n 4,999  \n 1,668  \n 14.16  \n3-4-2034\n\n  \n3-31-2024\n(3) \n 84  \n 0  \n 13.20  \n3-31-2034\n\n  \n6-28-2024\n(3) \n 84  \n 0  \n 3.84  \n6-28-2034\n\n  \n9-30-2024\n(3) \n 1,000  \n 0  \n 5.04  \n9-30-2034\n\n  \n12-31-2024\n(3) \n 1,000  \n 0  \n 4.93  \n12-31-2034\n\n  \n1-17-2025\n(3) \n 2,748  \n 0  \n 4.76  \n1-17-2035\n\n  \n2-18-2025\n(4) \n 0  \n 17,630  \n 4.32  \n2-18-2035\n\n  \n7-7-2025\n(4) \n 0  \n 52,500  \n 4.42  \n7-7-2035\n\n  \n \n  \n    \n    \n    \n \n\nNilay D. Patel \n7-8-2025\n(4) \n 0  \n 30,000  \n 4.51  \n7-8-2035\n\n  \n \n  \n    \n    \n    \n \n\nLaurie A. Myers \n3-4-2024\n(1)(5) \n 10,418  \n 0  \n 14.16  \n3-4-2034\n\n  \n1-17-2025\n(5) \n 9,319  \n 0  \n 4.76  \n1-17-2035\n\n  \n2-18-2025\n(5) \n 17,630  \n 0  \n 4.32  \n2-18-2035\n\n  \n7-7-2025\n(5) \n 31,000  \n 0  \n 4.42  \n7-7-2035\n\n \n\n(1)\n\nNumber\nof shares of our common stock underlying stock options and option exercise price reflects\nthe 1-for-12 reverse stock split of our issued and outstanding common stock, which became\neffective on August 9, 2024.\n\n \n \n\n(2)\nThe\noption vests as follows: 50% on the six-month anniversary of the date of grant and the remaining shares in substantially equal monthly\ninstallments over the 30-month period following the initial vesting date.\n\n \n \n\n(3)\nThe\noption vested immediately on the grant date.\n\n \n \n\n(4)\nThe\noption vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly\ninstallments over the 36-month period following the initial vesting date.\n\n \n \n\n(5)\nThe\noption vested upon Ms. Myers’ termination of employment pursuant to her separation agreement.\n\n \n\n21\n\n \n\n \n\n**Stock\nOption Grant Practices**\n\n \n\nThe\nCompensation Committee approves and grants annual equity awards at approximately the same time every year. Annual stock option grants\nfor employees are generally made in mid to late February or early March and annual stock option grants for non-employee directors are\ngenerally made on the date of the annual meeting of stockholders. Outside of the annual grant cycle, the employment agreement of certain\nexecutive officers has provided for stock option grants on the last business day of each calendar quarter in lieu of base salary and\nthe Compensation Committee has provided Dr. Schaffer with authority to make stock option grants within certain limits to non-Section\n16 officers on the last business day of a calendar quarter.\n\n \n\nAll\nstock options are granted at an exercise price at or above the closing market price of our common stock on the date of grant. Stock options\nare not granted in anticipation of the release of material non-public information, and the release of material non-public information\nis not timed on the basis of stock option grant dates.\n\n \n\nDuring\nfiscal year 2025, we did not grant stock options to any named executive officer during any period beginning four business days before\nand ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form\n8-K that disclosed any material non-public information.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table sets forth information regarding compensation awarded to, earned by or paid to each of the non-employee members of our\nBoard for their service as a director during 2025 other than for reimbursement of reasonable expenses incurred in attending meetings\nof our Board and committees of our Board.\n\n \n\n**2025\nDirector Compensation Table**\n\n \n\nName \n\n**Fees\nearned**\n\n**or\npaid in**\n\n**cash**\n\n**($)(1)**\n  \n\n**Option\nawards**\n\n**($)(2)**\n  \n\n**Total**\n\n**($)**\n\nJeff Ervin\n \n 62,083  \n 55,905  \n117,988\n\nBryan Lawrence\n \n 60,250  \n 55,905  \n116,155\n\nJohn Roberts\n \n 82,761  \n 55,905  \n138,666\n\nPeter Werth\n \n 38,750  \n 55,905  \n94,655\n\n \n\n(1)\nAmounts\nreflect Board fees earned by each director during 2025. For Mr. Roberts, the amount includes $40,484\nin fees received during his service as Executive Chairman of the Board from August 2025 to December 2025.\n\n \n \n\n(2)\nThe\namounts reflect the aggregate grant date fair value of the non-qualified stock options awarded on June 20, 2025 to the non-employee\ndirectors in accordance with FASB ASC Topic 718. The fair market value of the option awards was determined using the Black-Scholes\nModel. The assumptions used to estimate the grant date fair value for the Company’s 2025 non-qualified stock options awards,\nshown on a weighted average basis, were as follows:\n\n \n\n  \nJune\n2025 \n\nRisk-free\ninterest rate: \n 4.15%\n\nExpected term (in years): \n 5.82 \n\nExpected volatility: \n 1.4 \n\nExpected dividend yield \n 0%\n\nGrant date fair value: \n$3.73 \n\n \n\nAs\nof December 31, 2025: Mr. Ervin held 17,825 stock options, of which 2,825 had vested; Mr. Lawrence held 17,846 stock options, of which\n2,846 had vested; Mr. Roberts held 17,898 stock options, of which 2,898 had vested; and Mr. Werth held 16,703 stock options, of which\n1,703 had vested.\n\n \n\n22\n\n \n\n \n\n**Director\nCompensation Program**\n\n \n\nOur\nCompensation Committee and Board approved a director compensation program for our non-employee directors in June 2025, which was modified\nin December with Mr. Roberts’ appointment as Chairman of the Board. This program provides for the following annual cash compensation:\n\n \n\n \n●\nDirector\nRetainer - $40,000\n\n \n●\nChairman\nof the Board Retainer - $75,000\n\n \n●\nCommittee\nChair Retainer:\n\n \n\n \n○\nAudit\n- $15,000\n\n \n○\nCompensation\n- $10,000\n\n \n○\nNominating\nand Corporate Governance - $8,000\n\n \n\n \n●\nCommittee\nMember Retainer:\n\n \n\n \n○\nAudit\n- $7,500\n\n \n○\nCompensation\n- $5,000\n\n \n○\nNominating\nand Corporate Governance - $4,000\n\n \n\n \n●\nEquity\nAwards:\n\n \n\n \n○\n15,000\nstock options for each continuing non-employee director\n\n \n○\n15,000\nstock options for each new non-employee director appointed during the year\n\n \n\nAnnual\nequity awards shall be granted on the date the awards are approved by the Board and shall vest on the earlier of the first anniversary\nof the grant date and the date of the 2026 annual meeting of stockholders.\n\n \n\nCash\nretainers shall be paid quarterly in arrears and shall be pro-rated based on the number of whole or partial months served during a calendar\nyear; provided, that the Board may decide to grant equity awards to non-employee directors in lieu of paying cash retainers depending\non the cash needs of the Company.\n\n \n\nThe\nLead Independent Director and/or the Chairman of the Compensation Committee may determine to pay meeting fees for one or more meetings\nto the extent the number of Board or committee meetings exceeds the typical number of meetings during the year.\n\n \n\nDr.\nSchaffer, our Chief Executive Officer, served as Chairman of our Board until December 2025 but does not receive additional compensation\nfor his service as a director. See the Summary Compensation Table for a description of Dr. Schaffer’s 2025 compensation.\n\n \n\n23\n\n \n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nIn\nSeptember 2021, our board of directors and stockholders adopted the 2021 Omnibus Equity Incentive Plan (the “Equity Plan”),\nwhich provides for the grant of non-qualified stock options to purchase shares of our common stock and other types of awards. At our\n2024 and 2025 annual meetings, stockholders approved an amendment to the Equity Plan to increase the number of shares of common stock\nauthorized for issuance. The general purpose of the Equity Plan is to provide a means whereby eligible employees, officers, non-employee\ndirectors and consultants develop a sense of proprietorship and personal involvement in our development and financial success, and to\nencourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders.\n\n \n\nThe\nfollowing table provides information as of December 31, 2025 with respect to shares of our common stock that may be issued pursuant to\nour equity compensation plans.\n\n \n\n  \nNumber of securities to be issued\nupon exercise of outstanding options, warrants and rights  \nWeighted average exercise price\nof outstanding options, warrants and rights  \nNumber of securities remaining\navailable for future issuance under equity compensation plans (excluding securities reflected in column a) \n\nPlan category \n(a)  \n(b)  \n(c)(2) \n\nEquity compensation\nplans approved by security holders (1) \n 956,017  \n$5.36  \n 185,831 \n\nEquity\ncompensation plans not approved by security holders(3) \n 60,000  \n$4.16  \n — \n\nTotal \n 1,016,017  \n$5.29  \n 185,831 \n\n \n\n(1)\nThe\namounts shown in this row include securities under the Equity Plan.\n\n \n \n\n(2)\nIn\naccordance with the “evergreen” provision in our Equity Plan, an additional 216,250 shares of our common stock were automatically\nmade available for issuance on the first day of 2025, which represents 5% of the number of fully-diluted shares outstanding on December\n31, 2025 (rounded to the nearest 1,000 share increment). These shares are excluded from the shares disclosed in the table.\n\n \n \n\n(3)\nAmounts\nshown in this row represent inducement awards made in accordance with Nasdaq Listing Rule 5635(c)(4).\n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nThe\nfollowing table sets forth information about the beneficial ownership of our common stock as of May 18, 2026 (unless otherwise noted)\nby:\n\n \n\n \n●\neach\nperson or group known to us who beneficially owns more than 5% of our common stock;\n\n \n \n \n\n \n●\neach\nof our directors;\n\n \n \n \n\n \n●\neach\nof our Named Executive Officers; and\n\n \n \n \n\n \n●\nall\nof our directors and current executive officers as a group.\n\n \n\nWe\nhave determined beneficial ownership in accordance with the rules of the SEC. Under these rules, beneficial ownership includes any shares\nof common stock as to which the individual or entity has sole or shared voting power or investment power. In computing the number of\nshares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options\nor warrants held by such person that are currently exercisable or will become exercisable within 60 days of May 18, 2026 are considered\noutstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.\n\n \n\n24\n\n \n\n \n\nName\nof Beneficial Owner (1) \n\n**Number\nof Shares**\n\n**Beneficially\nOwned**\n  \n\n**Percent\nof**\n\n**Class\n(2)**\n \n\n5%\nBeneficial Owners \n    \n   \n\nFalcon Creek\nCapital Advisor LLC \n 3,856,766(3) \n 25.91%\n\nNamed\nExecutive Officers and Directors \n    \n   \n\nShane J. Schaffer, Pharm.D. \n 157,488(4) \n 1.16%\n\nJennifer L. Callahan \n 66,692(5) \n * \n\nMatthew N. Brams \n 43,782(6) \n * \n\nNilay D. Patel \n 33,389(7) \n * \n\nLaurie A. Myers \n 68,637(8) \n * \n\nJeff S. Ervin \n 17,825(9) \n * \n\nBryan Lawrence \n 17,846(10) \n * \n\nJohn A. Roberts \n 17,898(11) \n * \n\nPeter J. Werth \n 149,843(12) \n 1.11%\n\nJeff Hargroves \n 175,324(13) \n 1.29%\n\nFrederick Jiang \n 1,780(14) \n * \n\nAll\nDirectors and Executive Officers as a group (12 persons) \n 739,628(15) \n 5.30%\n\n \n\n*\nDenotes\nless than 1%.\n\n \n \n\n(1)\nUnless\nnoted otherwise, the address of all listed stockholders is 1901 W. 47th Place, Kansas City, KS 66205. Each of the stockholders listed\nhas sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject\nto community property laws where applicable.\n\n \n \n\n(2)\nWe\nhave determined beneficial ownership in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which is\ngenerally determined by voting power and/or dispositive power with respect to securities. Percentage ownership is based on 13,469,036\nshares of common stock issued and outstanding as of May 18, 2026, plus any shares issuable upon exercise of options or warrants that\nare exercisable within 60 days of May 18, 2026 held by such person.\n\n \n \n\n(3)\nRepresents\nshares of our common stock beneficially owned by Falcon Creek Capital Advisor LLC (“Falcon\nCreek”), as advisor for Falcon Creek Technology Fund I, LP and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund SP, who\npurchased our equity securities in the Private Placement. Falcon Creek filed a Schedule 13D/A on March 26, 2026 that indicated that\nit does not have sole voting power or sole dispositive power over the shares but does have shared voting power and shared dispositive\npower over the shares. The Schedule 13D/A lists Falcon Creek’s address as 21 Strathmore Road, Natick, MA 01760.\n\n \n \n\n(4)\nIncludes\n(i) 5,742 shares of our common stock issuable upon exercise of warrants that are currently exercisable, (ii) 137,495 shares of our\ncommon stock issuable upon the exercise of stock options that are exercisable within 60 days of May 18, 2026, and (iii) 10,175 shares\nof our common stock held by Fountainhead Shrugged, LLC. Dr. Schaffer is the manager of Fountainhead Shrugged, LLC and has voting\nand investment power over the securities held by Fountainhead Shrugged, LLC. Does not include 183,049 shares of our common stock\nissuable upon the exercise of stock options that are not exercisable within 60 days of May 18, 2026.\n\n \n \n\n(5)\nIncludes\n(i) 3,979 shares of our common stock issuable upon exercise of warrants that are currently exercisable and (ii) 48,752 shares of\nour common stock issuable upon the exercise of stock options that are exercisable within 60 days of May 18, 2026. Does not include\n58,428 shares of our common stock issuable upon the exercise of stock options that are not exercisable within 60 days of May 18,\n2026.\n\n \n \n\n(6)\nIncludes\n(i) 1,556 shares of our common stock issuable upon exercise of warrants that are currently exercisable and (ii) 34,069 shares of\nour common stock issuable upon the exercise of stock options that are exercisable within 60 days of May 18, 2026. Does not include\n47,644 shares of our common stock issuable upon the exercise of stock options that are not exercisable within 60 days of May 18,\n2026.\n\n \n \n\n(7)\nIncludes\n30,000 shares of our common stock issuable upon exercise of stock options that are currently exercisable.\n\n \n \n\n(8)\nThe\nemployment of Ms. Myers was terminated on August 7, 2025. Amount represents shares of our common stock issuable upon exercise of\nstock options that are currently vested.\n\n \n\n25\n\n \n\n \n\n(9)\nIncludes\n17,825 shares of our common stock issuable upon exercise of stock options that are currently exercisable.\n\n \n \n\n(10)\nIncludes\n17,846 shares of our common stock issuable upon exercise of stock options that are currently exercisable.\n\n \n\n(11)\nIncludes\n17,898 shares of our common stock issuable upon exercise of stock options that are currently exercisable.\n\n \n \n\n(12)\nIncludes\n(i) 15,599 shares of our common stock issuable upon exercise of warrants that are currently exercisable, (ii) 16,703 shares of our\ncommon stock issuable upon the exercise of stock options that are exercisable within 60 days of May 18, 2026, and (iii) 117,449 shares\nof our common stock held by Werth Family Investment Associates LLC (“WFIA”). Mr. Werth is the manager of WFIA and has\nvoting and investment power over the securities held by WFIA.\n\n \n \n\n(13)\nIncludes\n(i) 77,856 shares of our common stock issuable upon exercise of warrants that are currently exercisable and (ii) 97,468 shares of\nour common stock held by Hargroves Family Investments, LLC (“HFI”). Mr. Hargroves is the manager of HFI and has voting\nand investment power over the securities held by HFI. Does not include 15,000 shares of our common stock issuable upon the exercise\nof stock options that are not exercisable within 60 days of May 18, 2026.\n\n \n \n\n(14)\n\n \n\n \n\nDoes\nnot include (i) 15,000 shares of our common stock issuable upon the exercise of stock options\nthat are not exercisable within 60 days of May 18, 2026 or (ii) the shares beneficially owned\nby Falcon Creek, as advisor for Falcon Creek Technology Fund I, LP and Ginkgo Capital Global\nFund SPC – Xtalpi AI Fund SP.\n\n \n \n\n(15)\nIncludes\n(i) 104,732 shares of our common stock issuable upon exercise of warrants that are currently exercisable and (ii) 373,704 shares\nof our common stock issuable upon exercise of stock options that are currently exercisable. Does not include 392,677 shares of our\ncommon stock issuable upon the exercise of stock options that are not exercisable within 60 days of May 18, 2026.\n\n** **\n\n**TRANSACTIONS\nWITH RELATED PERSONS**\n\n \n\nThe\nfollowing is a description of transactions since January 1, 2024 to which we have been a participant in which the amount involved exceeded\nor will exceed the lesser of (i) $120,000 and (ii) one percent of the average of our total assets at year-end for the last two completed\nfiscal years in which any of our directors, executive officers or holders of more than 5% of our voting securities, or any members of\ntheir immediate family, had or will have a direct or indirect material interest, other than compensation arrangements.\n\n \n\n*WFIA\nNote*\n\n \n\nOn\nAugust 9, 2022, CTx issued a $5.0 million promissory note to WFIA. Peter Werth, a member of our Board, is manager of WFIA. The note was\nunsecured with interest accruing at 15% per annum. Outstanding principal and all accrued and unpaid interest were due and payable on\nAugust 8, 2025. CTx was permitted to prepay the note, in whole or in part, without premium or penalty; provided, that no amount repaid\nwas permitted to be reborrowed.\n\n \n\nOn\nMay 9, 2023, CTx amended and restated the promissory note in favor of WFIA that increased the principal amount of the original note from\n$5.0 million to $8.0 million.\n\n \n\nOn\nSeptember 8, 2023, we entered into a note conversion agreement with WFIA, pursuant to which WFIA agreed to convert the original principal\namount of $5.0 million plus all accrued interest on the original principal under the note payable to WFIA into pre-funded warrants to\npurchase 341,912 shares of our common stock at a conversion price per pre-funded warrant of $17.00. The pre-funded warrants had no expiration\ndate and were exercisable immediately at an exercise price of $0.002 per share, to the extent that after giving effect to such exercise,\nWFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding\nshares of our common stock.\n\n \n\n26\n\n \n\n \n\nOn\nJanuary 25, 2024, we entered into a note conversion agreement and converted the remaining $3.0 million of principal plus all accrued\ninterest under the note payable to WFIA into pre-funded warrants to purchase 687,043 shares of common stock at a conversion price per\npre-funded warrant of $4.785. The closing price of our common stock on January 24, 2024 was $4.35. The pre-funded warrants had no expiration\ndate and were exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise,\nWFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding\nshares of our common stock. In March of 2024, we issued to WFIA an additional pre-funded warrant to purchase 7,053 shares of common stock\nas a result of an error in the interest calculation, on the same form and at the same conversion price as the January pre-funded warrants.\nWFIA exercised all of its pre-funded warrants in April 2024.\n\n \n\n*Private\nPlacement*\n\n \n\nOn\nJanuary 27, 2026, we entered into a securities purchase agreement with several purchasers, including a lead investor and certain of our\nofficers, directors and other affiliates, for the private placement of: (i) 2,147,472 shares of our common stock, (ii) 954 shares of\nSeries A convertible preferred stock with a stated value of $1,000 and a conversion price equal to $5.04 per share of common stock and\n(iii) a warrant to purchase 1,869,415 shares of common stock (the “Warrant Shares”) for aggregate gross proceeds of approximately\n$12.0 million, at a price per share of $5.14 per share of common stock (including $0.10 per Warrant Share). The Warrant Shares have an\nexercise price of $5.04 per share of common stock, subject to adjustment as provided in the warrant.\n\n \n\nThe\nclosing of the Private Placement occurred on February 6 and 13, 2026. At a special meeting of stockholders held on March 24, 2026, stockholders\napproved the issuance of common stock upon conversion of the preferred stock and the exercise of the warrant. Following stockholder approval\non March 24, 2026: (i) each outstanding share of the preferred stock automatically converted into shares of common stock and (ii) the\nwarrant became exercisable.\n\n \n\nThe\nfollowing officers, directors and other affiliates participated, directly or indirectly, in the Private Placement and purchased the number\nof shares of our common stock and Warrant Shares set forth after their name: Shane J. Schaffer (6,809 common shares and 5,447 Warrant\nShares); Jennifer L. Callahan (4,864 common shares and 3,891 Warrant Shares); Matthew N. Brams (1,946 common shares and 1,556 Warrant\nShares); Peter J. Werth (19,455 common shares and 15,564 Warrant Shares); Larry Schaffer, the father of Shane Schaffer (58,366 common\nshares and 46,693 Warrant Shares).\n\n \n\n**Indemnification\nof Officers and Directors**\n\n \n\nWe\nhave entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify\nthese individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to\nus, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.\n\n \n\n**Policies\nand Procedures for Related Party Transactions**\n\n \n\nWe\nadopted policies and procedures for related party transactions that prohibit our executive officers, directors, nominees for election\nas a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the\nforegoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or\nprincipal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, or related parties, from\nentering into a transaction with us without the prior consent of our Board acting through the Audit Committee or, in certain circumstances,\nthe chairman of the Audit Committee. Any request for us to enter into a transaction with a related party, in which the amount involved\nwill, or may be expected to, exceed $100,000 and such related party would have a direct or indirect interest must first be presented\nto our Audit Committee, or in certain circumstances the chairman of our Audit Committee, for review, consideration and approval. In approving\nor rejecting any such proposal, our Audit Committee is to consider the material facts of the transaction, including, but not limited\nto, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same\nor similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services and\nthe extent of the related person’s interest in the transaction.\n\n \n\n27\n\n \n\n \n\n**PROPOSAL\n2: RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nThe\nAudit Committee has reappointed KPMG LLP (“KPMG”) as our independent registered public accounting firm to audit the financial\nstatements of the Company for the fiscal year ending December 31, 2026, and has further recommended that our Board submit their selection\nof independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Neither the accounting firm\nnor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as public\nregistered accounting firm.\n\n \n\nA\nrepresentative of KPMG will attend the Annual Meeting, will have an opportunity to make a statement and will be available to respond\nto appropriate questions from stockholders.\n\n \n\n**Principal\nAccountant Fees and Services**\n\n \n\nOur\nindependent registered public accounting firm is KPMG LLP, Kansas City, MO, Auditor Firm ID: 185. The following table summarizes the\nfees billed by KPMG for audit and other services provided to the Company for the fiscal years ended December 31, 2025 and 2024:\n\n \n\n \n\n  \n2025  \n2024 \n\nAudit Fees (1) \n$502,614  \n$440,000 \n\nAudit-Related Fees \n —  \n — \n\nTax Fees (2) \n 44,000  \n 35,000 \n\nAll\nOther Fees \n —  \n — \n\nTotal \n$546,614  \n$475,000 \n\n \n\n(1)\nAudit\nfees consist of fees for our quarterly reviews and audits of our financial statements, and fees relating to registration statement\nreviews, consents and comfort letters.\n\n \n \n\n(2)\nTax\nfees consist of fees for tax compliance services, including preparation and review of tax returns and general tax consulting services.\n\n \n\n**Pre-Approval\nPolicy**\n\n \n\nThe\nAudit Committee or its Chairman pre-approves audit and non-audit services to be rendered to the Company and establishes a dollar limit\non the amount of fees the Company will pay for each category of services. Generally, management will submit to the Audit Committee a\nlist of services that it recommends the Audit Committee engage the independent registered public accounting firm to provide for the fiscal\nyear. The Audit Committee is informed from time to time of the non-audit services provided pursuant to the pre-approval process. During\nthe year, the Audit Committee periodically reviews the types of services and dollar amounts approved and adjusts such amounts, as it\ndeems appropriate. Unless a service to be provided by the independent registered public accounting firm has received general pre-approval,\nit will require specific pre-approval by the Audit Committee or its Chairman. Any service pre-approved by the Chairman will be presented\nto the Audit Committee at its next regularly scheduled meeting. The Audit Committee also periodically reviews all non-audit services\nto ensure such services do not impair the independence of the Company’s independent registered public accounting firm. All services\nrendered by KPMG LLP in our fiscal years ended December 31, 2025 and 2024 were pre-approved by our Audit Committee.\n\n \n\n**THE\nBOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE AUDITOR PROPOSAL.**\n\n \n\n28\n\n \n\n \n\n**REPORT\nOF THE AUDIT COMMITTEE***\n\n \n\nThe\nundersigned members of the Audit Committee of the Board of Directors of Cingulate Inc. (the “Company”) submit this report\nin connection with the committee’s review of the financial reports for the fiscal year ended December 31, 2025 as follows:\n\n \n\n \n1.\nThe\nAudit Committee has reviewed and discussed with management the audited financial statements for the Company for the fiscal year ended\nDecember 31, 2025.\n\n \n \n \n\n \n2.\nThe\nAudit Committee has discussed with representatives of KPMG LLP, the independent public accounting firm, the matters required to be\ndiscussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.\n\n \n \n \n\n \n3.\nThe\nAudit Committee has discussed with KPMG LLP, the independent public accounting firm, the auditors’ independence from management\nand the Company has received the written disclosures and the letter from the independent auditors required by applicable requirements\nof the Public Company Accounting Oversight Board.\n\n \n\nIn\naddition, the Audit Committee considered whether the provision of non-audit services by KPMG LLP is compatible with maintaining its independence.\nIn reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board\nof Directors has approved) that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended\nDecember 31, 2025 for filing with the Securities and Exchange Commission.\n\n \n\n**Submitted\nby the Audit Committee of the Board of Directors**\n\n \n\n*Jeff\nErvin, Chairman*\n\n*John\nRoberts*\n\n*Jeff\nHargroves*\n\n*Bryan\nLawrence*\n\n \n\n*The\nforegoing report of the Audit Committee is not to be deemed “soliciting material” or deemed to be “filed” with\nthe Securities and Exchange Commission (irrespective of any general incorporation language in any document filed with the Securities\nand Exchange Commission) or subject to Regulation 14A of the Securities Exchange Act of 1934, as amended, or to the liabilities of Section\n18 of the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into a document filed with\nthe Securities and Exchange Commission.\n\n \n\n29\n\n \n\n \n\n**PROPOSAL\n3:****APPROVAL OF AN AMENDMENT\nTO THE CINGULATE 2021 OMNIBUS EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER\nBY 625,000 SHARES TO 2,221,126 SHARES**\n\n \n\n**General**\n\n \n\nEquity-based\ncompensation is a key component to our pay philosophy in order to:\n\n \n\n \n●\nenable\nthe Company to attract and retain the types of employees, non-employee directors and consultants who will contribute to our long-term\nsuccess; and\n\n \n \n \n\n \n●\nprovide\nincentives that align the interests of our employees, non-employee directors and consultants with those of our stockholders and that\ndrive exceptional performance to achieve our business priorities.\n\n \n\nThe\ngeneral purpose of our 2021 Omnibus Equity Incentive Plan, as amended (the “2021 Plan”), is to provide a means whereby our\neligible employees, officers, non-employee directors and other individual service providers (including consultants, advisors and prospective\nemployees, officers, non-employee directors, consultants and advisors) develop a sense of proprietorship and personal involvement in\nthe development and the financial success of our Company and to encourage them to devote their best efforts to the business of our Company,\nthereby advancing the interests of our Company and our stockholders. We, by means of the 2021 Plan, seek to attract and retain the services\nof these eligible persons and to provide incentives for these persons to exert maximum efforts for the success of our Company.\n\n \n\nOur\nBoard believes that the granting of stock options, restricted stock awards and similar kinds of equity-based compensation promotes continuity\nof management and increases incentive and personal interest in the welfare of our Company by those who are primarily responsible for\nshaping and carrying out our long-term plans and securing our growth and financial success. On May 18, 2026, our Board approved an amendment\nto increase the number of shares of common stock authorized for issuance under the 2021 Plan from 1,596,126 to 2,221,126 shares (the\n“Plan Amendment”). The Board directed that the Plan Amendment be submitted to the stockholders for approval at the Annual\nMeeting. A copy of the Plan Amendment is attached as **Appendix A**. If the Plan Amendment is approved by our stockholders,\nall 2,221,126 shares of common stock available for issuance under the 2021 Plan may be granted as “Incentive stock options”\n(“ISOs”) that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986 (the “Code”).\n\n \n\nIf\nour stockholders do not approve this proposal, the Company will continue to operate the 2021 Plan under its current provisions.\n\n \n\n**Reasons\nfor the Proposed Plan Amendment**\n\n \n\nOur\nBoard unanimously recommends that you vote **FOR** the Plan Amendment Proposal, including for the following reasons:\n\n \n\n \n●\nThe\nability to provide equity-based compensation to employees is essential based on our liquidity position.\n\n \n \n \n\n \n●\nWe\nmay face significant retention risk with employees if we are not able to provide competitive equity-based compensation awards.\n\n \n\n \n●\nOur\nfuture success as a company depends on our continued ability to attract, recruit, motivate and retain high-quality talent. Being\nable to continue to provide equity-based incentives is critical to achieving this success as we compete for talent in an industry\nin which equity compensation is market practice and is expected by existing personnel and prospective candidates. Equity awards are\nintended to motivate high performance levels and to align the interests of our employees, non-employee directors and consultants\nwith those of our stockholders by giving such individuals an equity stake in our Company and by providing a means of recognizing\nsuch individuals’ contributions to our success. Our Board and management believe equity awards are necessary to remain competitive\nin our industry and are essential in a competitive labor market and industry to attracting, recruiting, motivating and retaining\nthe highly qualified employees who help us meet our goals.\n\n \n \n \n\n \n●\nThe\ncurrent number of shares remaining available for grant under the 2021 Plan is insufficient in light of our existing compensation\nstructure and strategy. The additional share authorization being sought is necessary to help ensure that we have a sufficient number\nof shares authorized, reserved for issuance, and available to appropriately compensate our employees, non-employee directors and\nconsultants under the 2021 Plan.\n\n \n \n \n\n \n●\nIn\ndetermining the number of additional shares to be reserved for issuance under the 2021 Plan, the Board, with the assistance of Semler\nBrossy, reviewed market and industry practices and data. The Board determined that the 2021 Plan does not provide sufficient share\nauthorization to appropriately compensate our employees, non-employee directors and consultants for a sufficient duration. We believe\nthe Plan Amendment Proposal will remedy this by both meeting our specific needs and positioning us to be competitive for qualified\nemployees, non-employee directors and consultants.\n\n \n\nStockholders\nare being asked to approve the Plan Amendment to satisfy the 2021 Plan and the Nasdaq Stock Market LLC requirements.\n\n \n\n30\n\n \n\n \n\n**Overview\nof the Plan Amendment**\n\n \n\nThe\nPlan Amendment increases the overall share limit from 1,596,126 to 2,221,126 shares of Common Stock. Whether or not the Plan Amendment\nis approved by our stockholders, the number of shares of common stock available for issuance under the 2021 Plan will continue to be\nsubject to the annual 5% “evergreen” increase under the 2021 Plan described below.\n\n \n\nAs\nof December 31, 2025, there were 185,831 shares of our common stock available for future issuance under the 2021 Plan (not including\nfuture increases under the Plan’s evergreen provision). This amount, even when including the increase under the 2021 Plan’s\nevergreen provision of 454,300 shares that occurred on January 1, 2026, is insufficient for us to be able to attract, recruit, motivate\nand retain employees, non-employee directors and consultants or to appropriately compensate these individuals in 2026 and beyond, and\nto issue appropriate awards going forward, under the 2021 Plan. As of May 18, 2026, there were 462,774 shares of common stock available\nfor future issuance under the 2021 Plan, excluding shares of common stock subject to the Plan Amendment.\n\n \n\nIn\nthe event that stockholders do not approve the Plan Amendment, the number of shares of common stock reserved for issuance under the 2021\nPlan will not increase pursuant to the Plan Amendment. Awards will continue to be made under the 2021 Plan to the limited extent that\nthere are available shares of common stock to do so.\n\n \n\n**Description\nof 2021 Plan**\n\n \n\nThe\nfollowing description of the principal terms of the 2021 Plan is a summary and is qualified in its entirety by the full text of the 2021\nPlan which is incorporated herein by reference to Exhibits 10.18, 10.19 and 10.20 to the Company’s Annual Report on Form 10-K filed\nwith the SEC on March 18, 2026.\n\n \n\n**Purpose.**In September 2021, our Board and stockholders adopted the 2021 Plan which provides for the grant of ISOs and non-qualified stock\noptions to purchase shares of our common stock and other types of awards, as described below. The general purpose of the 2021 Plan is\nto provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense\nof proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts\nto our business, thereby advancing our interests and the interests of our stockholders. By means of the 2021 Plan, we seek to attract\nand retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for our success\nand the success of our subsidiaries. On June 11, 2024 and June 10, 2026, the stockholders approved an amendment to the 2021 Plan to increase\nthe number of shares of common stock authorized for issuance thereunder by 104,167 shares to 125,576 and by 800,000 shares to 1,141,826,\nrespectively.\n\n \n\n**Administration.**In general, the 2021 Plan is administered by the Compensation Committee of our Board. The Compensation Committee determines the\npersons to whom options to purchase shares of common stock, stock appreciation rights (or SARs), restricted stock units, restricted or\nunrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other\ncash-based awards may be granted. The Compensation Committee is authorized to establish rules and regulations for the administration\nof the 2021 Plan and, subject to certain limitations set forth in the 2021 Plan, to amend or modify any outstanding award (including\nauthority to reduce or reprice the exercise price of any stock option and/or stock appreciation right that exceeds the fair market value\nof a share of our common stock on the date of such repricing). The Compensation Committee may delegate authority to individuals who are\nreporting persons (as defined in the 2021 Plan), officers, or employees of the Company to grant options and other awards to employees\n(other than themselves), subject to applicable law and the 2021 Plan. No options, stock purchase rights or awards may be made under the\n2021 Plan on or after September 24, 2031 (the expiration date of the 2021 Plan), but the 2021 Plan will continue thereafter while previously\ngranted options, SARs or other awards remain outstanding.\n\n \n\n**Eligibility.**Persons eligible to receive options, SARs or other awards under the 2021 Plan are those employees, officers, directors, consultants,\nadvisors and other individual service providers of our Company and our subsidiaries who, in the opinion of the Compensation Committee,\nare in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee,\nofficer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. As of the record date,\nMay 18, 2026, we had approximately 24 persons were eligible to participate in the 2021 Plan, including seven officers, six executive\nofficers (who are not included in the number of officers) and six non-employee directors. As of May 18, 2026, no person is eligible to\nparticipate as a result of a determination by the Compensation Committee that that person is a prospective employee, director or consultant\nof our Company or any affiliate. Awards under the 2021 Plan are within the discretion of the Compensation Committee and we cannot determine\nhow many individuals in each of the categories described above will receive awards.\n\n \n\n31\n\n \n\n \n\n**Shares\nSubject to the 2021 Plan.**Prior to the proposed increase pursuant to the Plan Amendment, an aggregate of 1,596,126 shares of\nour common stock were authorized for issuance in connection with options and other awards under the 2021 Plan. As of May 18, 2026, there\nwere 462,774 shares of common stock available for future issuance under the 2021 Plan, excluding shares of common stock subject to the\nPlan Amendment.\n\n \n\nUnder\nthe 2021 Plan’s “evergreen” provision, the number of shares of common stock available for issuance under the 2021 Plan\nwill automatically increase on January 1st of each year until the expiration date of the 2021 Plan, in an amount equal to 5% of the total\nnumber of shares of our common stock outstanding on December 31st of the preceding calendar year on a fully diluted basis or such lesser\nnumber of shares as determined by Board.\n\n \n\nIf\nthe Plan Amendment is approved by our stockholders, ISOs may be granted under the 2021 Plan with respect to all of the 2,221,126shares\nof common stock authorized for issuance under the 2021 Plan. None of the additional shares of common stock available for issuance as\na result of future increases pursuant to the 2021 Plan’s evergreen provision may be subject to ISOs.\n\n \n\nIf\nany option or SAR granted under the 2021 Plan terminates without having been exercised in full or if any award is forfeited, the number\nof shares of common stock as to which such option or award was forfeited will be available for future grants under the 2021 Plan. Awards\nsettled in cash will not count against the maximum number of shares available for issuance under the 2021 Plan.\n\n \n\nNo\nnon-employee director may receive awards in any calendar year having an accounting value in excess of $750,000 (inclusive of any cash\nawards to the non-employee director for such year that are not made pursuant to the 2021 Plan); provided that in the case of a new non-employee\ndirector, such amount is increased to ($1,000,000 for the initial year of the non-employee director’s term).\n\n \n\nThe\nnumber of shares authorized for issuance under the 2021 Plan and the foregoing share limitations are subject to customary adjustments\nfor stock splits, stock dividends or similar transactions.\n\n \n\nWe\nintend to file with the SEC a registration statement on Form S-8 covering the additional 625,000 shares of our common stock issuable\nunder the 2021 Plan (if approved by the Company’s stockholders).\n\n \n\n**Terms\nand Conditions of Options.**Options granted under the 2021 Plan may be either ISOs or “nonstatutory stock options”\nthat do not meet the requirements of Section 422 of the Code. The Compensation Committee determines the exercise price of options granted\nunder the 2021 Plan. The exercise price of stock options may not be less than the fair market value per share of our common stock on\nthe date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).\n\n \n\nFair\nmarket value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades\noccurred on the date of grant). The closing price of a share of our common stock on Nasdaq on May 15, 2026 was $4.57 per share.\n\n \n\nNo\noption may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date\nof grant. Options granted under the 2021 Plan will be exercisable at such time or times as the Compensation Committee prescribes at the\ntime of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation\nCommittee may, in its discretion, permit a holder of a nonstatutory option to exercise the option before it has otherwise become exercisable,\nin which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied\nto the option before exercise.\n\n \n\nGenerally,\nthe option exercise price may be paid by certified or bank check. The Compensation Committee may permit other methods of payment, including\n(a) through delivery of shares of our common stock having a fair market value equal to the purchase price, (b) by surrendering shares\nof common stock otherwise receivable on exercise of an option, (c) by a cashless exercise program implemented by the Compensation Committee\nin connection with the 2021 Plan, or (d) a combination of these methods, as set forth in an award agreement or as otherwise determined\nby the Compensation Committee.\n\n \n\n32\n\n \n\n \n\nNo\noption may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option\nmay be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to\ntransfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation\nCommittee will determine the extent to which a holder of a stock option may exercise the option following termination of service with\nus.\n\n \n\n**Stock\nAppreciation Rights.**The Compensation Committee may grant stock appreciation rights (“SARs”) under the 2021 Plan\nindependent of or in connection with an option. The Compensation Committee will determine the other terms applicable to SARs. The exercise\nprice per share of a SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as\ndetermined by the Compensation Committee. The maximum term of any SAR granted under the 2021 Plan is ten years from the date of grant.\nGenerally, each SAR will entitle a participant upon exercise to an amount equal to:\n\n \n\n \n●\nthe\nexcess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by\n\n \n \n \n\n \n●\nthe\nnumber of shares of common stock covered by the SAR.\n\n \n\nPayment\nmay be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation\nCommittee.\n\n \n\n**Restricted\nStock and Restricted Stock Units.**The Compensation Committee may award restricted common stock and/or restricted stock units\nunder the 2021 Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions\nthat may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of\nour common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions\nspecified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock\nunits may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as\nand when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee.\nDividend equivalent amounts may be deemed reinvested in additional restricted stock units as determined by the Compensation Committee\nin its sole discretion or paid with respect to restricted stock units either when cash dividends are paid to stockholders or when the\nunits vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares.\n\n \n\n**Performance\nShares and Performance Units.**The Compensation Committee may award performance shares and/or performance units under the 2021\nPlan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned during a specified\nperformance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation\nCommittee will determine the restrictions and conditions applicable to each award of performance shares and performance units.\n\n \n\n**Incentive\nBonuses.**The Compensation Committee may grant incentive bonus awards under the 2021 Plan from time to time. The terms of incentive\nbonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as the Compensation Committee\ndetermines, including performance goals and amount of payment based on achievement of such goals. Incentive bonus awards are payable\nin cash or shares of our common stock.\n\n \n\n**Other\nStock-Based and Cash-Based Awards.**The Compensation Committee may award other types of equity-based or cash-based awards under\nthe 2021 Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements and the right\nto receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.\n\n \n\n33\n\n \n\n \n\n**Transferability.**Awards under the 2021 Plan may not be assigned or transferred except by will or by the laws of descent or distribution, and an award\nmay be exercised only by the recipient during the lifetime of that recipient (or guardian or legal representative in the case of the\nrecipient’s incapacity). The Compensation Committee may in its discretion permit transfers of awards in the form of a non-qualified\nstock options, share-settled stock appreciation rights, restricted stock, performance shares or share-settled other stock-based awards\n(i) to a recipient’s “Immediate Family” (as defined in the 2021 Plan), (ii) by instrument to an inter vivos or testamentary\ntrust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to charitable\ninstitutions. Any permitted transferee of an award shall be bound by all of the terms and conditions of the 2021 Plan and the applicable\naward agreement.\n\n \n\n**Effect\nof Certain Corporate Transactions.**The Compensation Committee may, in its discretion and without the need for the consent of\nany recipient of an award, take one or more of the following actions contingent upon the occurrence of a change in control (as defined\nin the 2021 Plan): (a) cause any or all outstanding options and/or SARs to become immediately exercisable, in whole or in part; (b) cause\nrestrictions and/or vesting conditions with respect to any other awards to lapse, in whole or in part; (c) cancel any option or SAR in\nexchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares, performance units,\nor other cash-based awards or other stock-based awards in exchange for restricted stock, restricted stock units, performance shares,\nperformance units or other cash-based or other stock-based awards in respect of the capital stock of any successor corporation; (e) terminate\nany award for the “change in control consideration” (as defined in the 2021 Plan), but if the change in control consideration\nwith respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration;\nor (f) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or\nappropriate.\n\n \n\n**Amendment,\nTermination.**The Board may at any time amend the 2021 Plan for the purpose of satisfying the requirements of the Code, or other\napplicable law or regulation or for any other legal purpose.\n\n \n\n**Forfeiture\nof Awards.**All awards under the 2021 Plan and any compensation directly attributable to any award under the 2021 Plan may, in\nan award agreement, be made subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events\n(such events may include, but are not be limited to, termination of Continuous Service for Cause (as such terms are defined in the 2021\nPlan), violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants or other conduct\nthat is detrimental to the business or reputation of the Company) in addition to any otherwise applicable vesting or performance conditions\nof an award. In 2023, we adopted the Compensation Recovery Policy (the “Recovery Policy”), in accordance with the requirements\nof the Nasdaq listing standards and the rules of the SEC implementing Section 954 of the Dodd- Frank Wall Street Reform and Consumer\nProtection Act of 2010. The Recovery Policy requires the Compensation Committee to recoup certain cash and equity incentive compensation\npaid to or deferred by executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance\nwith any financial reporting requirement under the federal securities laws.\n\n \n\n**No\nRight to Continued Employment or Service.** Nothing in the 2021 Plan, any award granted under the 2021 Plan, nor any agreement\nentered into in connection with such an award, will confer upon any recipient of an award any right to continue in the employ or service\nof the Company or any of its subsidiaries, or in any way interfere with the right of either the Company or any of its subsidiaries or\nthe recipient to terminate the employment or service relationship at any time.\n\n \n\n**Governing\nLaw.**The 2021 Plan and all rights under the 2021 Plan shall be subject to and interpreted in accordance with, the laws of the\nState of Delaware.\n\n \n\n34\n\n \n\n \n\n**New\nPlan Benefits**\n\n \n\nOther\nthan with respect to annual grants to our non-employee directors that will be made immediately on the date of the Annual Meeting, assuming\nstockholder approval of the Plan Amendment (reflected in the table below), any future grants of awards under the 2021 Plan are discretionary\nand we cannot determine now the number or type of options or other awards to be granted in the future to any particular person or group.\n\n \n\nName and Position \n\n**Number\nof Shares**\n\n**Subject\nto Equity Awards**\n \n\nNamed\nExecutive Officers \n   \n\nShane\nJ. Schaffer\nChief Executive Officer \n — \n\nJennifer\nL. Callahan\nExecutive Vice President, Chief Financial Officer and Secretary \n — \n\nMatthew\nN. Brams\nExecutive Vice President and Chief Medical Officer \n — \n\nNilay\nPatel\nExecutive Vice President, Chief Legal Officer and Chief Compliance Officer \n — \n\nExecutive\nOfficer Group \n — \n\nNon-Employee\nDirector Group(1) \n 60,000 \n\nNon-Executive\nOfficer Employee Group \n — \n\n \n\n(1)\n\nRepresents\nthe equity awards to be granted to our non-employee directors on the date of the Annual Meeting,\ncalculated pursuant to the director compensation program based on the then-current number\nof non-employee directors.\n\n \n\n**Plan\nBenefits**\n\n \n\nSince\nthe adoption of 2021 Plan through May 18, 2026, we have granted the following equity awards under the 2021 Plan, including stock options\nand other stock-based awards, to the individuals and groups listed below. In all cases, the securities underlying such equity awards\nwere shares of our common stock. These share numbers do not take into account the effect of awards that have been cancelled or forfeited.\n\n \n\nName and Position \n\n**Number\nof Shares**\n\n**Subject**\n\n**to\nEquity Awards (1)**\n \n\nNamed\nExecutive Officers \n   \n\nShane\nJ. Schaffer\nChief Executive Officer \n 327,406 \n\nJennifer L. Callahan\nExecutive\nVice President, Chief Financial Officer and Secretary \n 122,509 \n\nMatthew N. Brams\nExecutive\nVice President and Chief Medical Officer \n 86,239 \n\nNilay Patel\nExecutive\nVice President, Chief Legal Officer and Chief Compliance Officer \n 5,475 \n\nExecutive\nOfficer Group (6 persons) (2) \n 646,249 \n\nNon-Employee\nDirector Group (3) (6 persons) \n 100,272 \n\nJeff Hargroves, nominee\nfor director \n 15,000 \n\nAssociates\nof any of such directors, executive officers or nominees \n — \n\nEach\nother person who received or is to receive five percent of such options \n — \n\nNon-Executive\nOfficer Employee Group (12 persons) \n 332,153 \n\n \n\n(1)\n\nNumber\nof shares of our common stock subject to equity awards reflects the 1-for-20 and 1-for-12\nreverse stock splits of our issued and outstanding common stock, which became effective on\nNovember 30, 2023 and August 9, 2024, respectively.\n\n \n \n\n(2)\n\nIncludes\nshares subject to equity awards listed separately for Mr. Schaffer, Ms. Callahan, Mr. Brams\nand Mr. Patel, as well as shares subject to equity awards for all other current executive\nofficers.\n\n \n \n\n(3)\n\nIncludes\nshares subject to equity awards listed separately for Mr. Hargroves.\n\n \n\n35\n\n \n\n \n\n**U.S.\nFederal Income Tax Consequences**\n\n \n\nFollowing\nis a brief summary of the U.S. federal income tax consequences of option and other grants under the 2021 Plan. This summary does not\npurport to be complete and does not address the federal income tax consequences to taxpayers with special tax status. Optionees and recipients\nof other rights and awards granted under the 2021 Plan are advised to consult their personal tax advisors before exercising an option\nor SAR or disposing of any stock received pursuant to the exercise of an option or SAR or following the vesting and payment of any award.\nIn addition, the following summary is based upon an analysis of the Code as currently in effect, existing laws, judicial decisions, administrative\nrulings, regulations and proposed regulations, all of which are subject to change and does not address state, local, foreign or other\ntax laws. Further, this summary does not discuss the provisions of the income tax laws of any municipality, state or foreign country\nin which the recipient may reside, and does not discuss the estate, gift or other tax consequences other than income tax consequences.\n\n \n\n**Treatment\nof Options**\n\n \n\nThe\nCode treats ISOs and nonstatutory stock options differently. However, as to both types of options, no income will be recognized to the\noptionee at the time of the grant of the options under the 2021 Plan, nor will our Company be entitled to a tax deduction at that time.\n\n \n\nGenerally,\nupon exercise of a nonstatutory stock option (including an option intended to be an incentive stock option but which has not continued\nto so qualify at the time of exercise), an optionee will recognize ordinary income tax on the excess of the fair market value of the\nstock on the exercise date over the option price. Our Company will be entitled to a tax deduction in an amount equal to the ordinary\nincome recognized by the optionee in the fiscal year which includes the end of the optionee’s taxable year. We will be required\nto satisfy applicable withholding requirements in order to be entitled to a tax deduction. In general, if an optionee, in exercising\na nonstatutory stock option, tenders shares of our common stock in partial or full payment of the option price, no gain or loss will\nbe recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of an ISO and the tender is within\ntwo years from the date of grant or one year after the date of exercise of the ISO, the tender will be a disqualifying disposition of\nthe shares acquired upon exercise of the ISO.\n\n \n\nFor\nISOs, there is no taxable income to an optionee at the time of exercise. However, the excess of the fair market value of the stock on\nthe date of exercise over the exercise price will be taken into account in determining whether the “alternative minimum tax”\nwill apply for the year of exercise. If the shares acquired upon exercise are held until at least two years from the date of grant and\nmore than one year from the date of exercise, any gain or loss upon the sale of such shares, if held as capital assets, will be long-term\ncapital gain or loss (measured by the difference between the sales price of the stock and the exercise price). Under current federal\nincome tax law, a long-term capital gain will be taxed at a rate which is less than the maximum rate of tax on ordinary income. If the\ntwo-year and one year holding period requirements are not met (a “disqualifying disposition”), an optionee will recognize\nordinary income in the year of disposition in an amount equal to the lesser of (i) the fair market value of the stock on the date of\nexercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price. The remainder of the gain will\nbe treated as long-term capital gain, depending upon whether the stock has been held for more than a year. If an optionee makes a disqualifying\ndisposition, our Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by the optionee.\n\n \n\nIn\ngeneral, if an optionee, in exercising an ISO, tender shares of common stock in partial or full payment of the option price, no gain\nor loss will be recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of another ISO and\nthe tender is within two years from the date of grant or one year after the date of exercise of the other option, the tender will be\na disqualifying disposition of the shares acquired upon exercise of the other option.\n\n \n\n36\n\n \n\n \n\nAs\nnoted above, the exercise of an ISO could subject an optionee to the alternative minimum tax. The application of the alternative minimum\ntax to any particular optionee depends upon the particular facts and circumstances which exist with respect to the optionee in the year\nof exercise. However, as a general rule, the amount by which the fair market value of the common stock on the date of exercise of an\noption exceeds the exercise price of the option will constitute an item of “adjustment” for purposes of determining the alternative\nminimum taxable income on which the alternative tax may be imposed. As such, this item will enter into the tax base on which the alternative\nminimum tax is computed, and may therefore cause the alternative minimum tax to become applicable in any given year.\n\n \n\n**Treatment\nof Stock Appreciation Rights**\n\n \n\nGenerally,\nthe recipient of a SAR will not recognize any income upon grant of the SAR, nor will our Company be entitled to a deduction at that time.\nUpon exercise of a SAR, the holder will recognize ordinary income, and our Company generally will be entitled to a corresponding deduction,\nequal to the excess of fair market value of our common stock at that time over the exercise price.\n\n \n\n**Treatment\nof Stock Awards**\n\n \n\nGenerally,\nabsent an election to be taxed currently under Section 83(b) of the Code (or, a Section 83(b) Election), there will be no federal income\ntax consequences to either the recipient or our Company upon the grant of a restricted stock award or award of performance shares. At\nthe expiration of the restriction period and the satisfaction of any other restrictions applicable to the restricted shares, the recipient\nwill recognize ordinary income and our Company generally will be entitled to a corresponding deduction equal to the fair market value\nof the common stock at that time. If a Section 83(b) Election is made within 30 days after the date the restricted stock award is granted,\nthe recipient will recognize an amount of ordinary income at the time of the receipt of the restricted shares, and our Company generally\nwill be entitled to a corresponding deduction, equal to the fair market value (determined without regard to applicable restrictions)\nof the shares at such time, less any amount paid by the recipient for the shares. If a Section 83(b) Election is made, no additional\nincome will be recognized by the recipient upon the lapse of restrictions on the shares (and prior to the sale of such shares), but,\nif the shares are subsequently forfeited, the recipient may not deduct the income that was recognized pursuant to the Section 83(b) Election\nat the time of the receipt of the shares.\n\n \n\nThe\nrecipient of an unrestricted stock award, including a performance unit award, will recognize ordinary income, and our Company generally\nwill be entitled to a corresponding deduction, equal to the fair market value of our common stock that is the subject of the award when\nthe Award is made.\n\n \n\nThe\nrecipient of a restricted stock unit generally will recognize ordinary income as and when the units vest and are settled. The amount\nof the income will be equal to the fair market value of the shares of our common stock issued at that time, and our Company will be entitled\nto a corresponding deduction. The recipient of a restricted stock unit will not be permitted to make a Section 83(b) Election with respect\nto such award.\n\n \n\n**Treatment\nof Incentive Bonus Awards and Other Stock or Cash Based Awards**\n\n \n\nGenerally,\nthe recipient of an incentive bonus or other stock or cash-based award will not recognize any income upon grant of the award, nor will\nour Company be entitled to a deduction at that time. Upon payment with respect to such an award, the recipient will recognize ordinary\nincome, and our Company generally will be entitled to a corresponding deduction, equal to the amount of cash paid and/or the fair market\nvalue of our common stock issued at that time.\n\n \n\n**Section\n409A**\n\n \n\nIf\nan award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events\nas described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Recipients\nare urged to consult with their tax advisors regarding the applicability of Section 409A of the Code to their awards.\n\n \n\n**Potential\nLimitation on Company Deductions**\n\n \n\nSection\n162(m) of the Code generally disallows a tax deduction for compensation in excess of $1 million paid in a taxable year by a publicly\nheld corporation to its chief executive officer and certain other “covered employees.” Our Board and the Compensation Committee\nintend to consider the potential impact of Section 162(m) on grants made under the 2021 Plan, but reserve the right to approve grants\nof options and other awards for an executive officer that exceed the deduction limit of Section 162(m).\n\n \n\n**Restrictions\non Resale**\n\n \n\nCertain\nofficers and directors of the Company may be deemed to be “affiliates” of the Company as that term is defined under the Securities\nAct. The common stock acquired under the 2021 Plan by an affiliate may be reoffered or resold only pursuant to an effective registration\nstatement or pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities\nAct. It is intended that the shares issuable pursuant to the 2021 Plan will be registered under the Securities Act of 1933, as amended.\n\n \n\n**Tax\nWithholding**\n\n \n\nAs\nand when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an\naward of shares of common stock under the 2021 Plan to pay any federal, state, or local taxes required by law to be withheld.\n\n \n\n**The\nBoard recommends that stockholders vote**\n\n“**FOR**”\n**THE EQUITY PLAN PROPOSAL**\n\n \n\n37\n\n \n\n \n\n**APPROVAL\nOF THE ADJOURNMENT OF THE ANNUAL MEETING**\n\n**TO\nTHE EXTENT THERE ARE INSUFFICIENT PROXIES AT**\n\n**THE\nANNUAL MEETING TO APPROVE ONE OR MORE OF THE FOREGOING PROPOSALS**\n\n \n\n**Adjournment\nof the Annual Meeting**\n\n \n\nIn\nthe event that the number of shares of common stock present or represented by proxy at the Annual Meeting and voting “FOR”\nthe adoption of any one or more of the foregoing proposals are insufficient to approve such proposal, we may move to adjourn the Annual\nMeeting in order to enable us to solicit additional proxies in favor of the adoption of any such proposal. In that event, we may ask\nstockholders to vote only upon the Adjournment Proposal. If the adjournment is for more than thirty (30) days, a notice of the adjourned\nmeeting shall be given to each stockholder of record entitled to vote at the meeting.\n\n \n\nFor\nthe avoidance of doubt, any proxy authorizing the adjournment of the Annual Meeting shall also authorize successive adjournments thereof,\nat any meeting so adjourned, to the extent necessary for us to solicit additional proxies in favor of the adoption of any such proposal.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.**\n\n \n\n**STOCKHOLDER\nPROPOSALS**\n\n \n\n**Stockholder\nProposals to be Considered for Inclusion in the Company’s Proxy Materials**\n\n \n\nIn\norder for a stockholder proposal to be eligible to be included in the Company’s proxy statement and proxy card for the 2027 Annual\nMeeting of Stockholders, the proposal must (1) be received by the Company at its principal executive offices, 1901 W. 47th\nPlace, 3rd Floor, Kansas City, Kansas 66205, Attn: Jennifer L. Callahan, Secretary, on or before January 29, 2027, and (2)\nconcern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, regulations\nand the Company’s Bylaws and policies, and must otherwise comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended\n(the “Exchange Act”).\n\n \n\n**Director\nNominations and Other Business to be Brought Before the 2027 Annual Meeting of Stockholders**\n\n \n\nNotice\nof any director nomination or the proposal of other business that you intend to present at the 2027 Annual Meeting of Stockholders, but\ndo not intend to have included in the Company’s proxy statement and form of proxy relating to the 2027 Annual Meeting of Stockholders,\nmust be received by the Company at its principal executive offices, 1901 W. 47th Place, 3rd Floor, Kansas City,\nKansas 66205, Attn: Jennifer L. Callahan, Secretary, not earlier than the close of business on March 11, 2027 and not later than the\nclose of business on April 10, 2027. In the event that the date of the 2027 Annual Meeting of Stockholders is more than 30 days before\nor more than 70 days after the anniversary date of the 2025 Annual Meeting of Stockholders, the notice must be delivered to the Company\nnot earlier than the 120th day prior to the 2027 Annual Meeting of Stockholders and not later than the later of the 90th\nday prior to such annual meeting or the 10th day following the day on which public announcement of the date of such\nannual meeting is first made by the Company. In addition, your notice must include the information required by the Company’s Bylaws\nwith respect to each director nomination or proposal of other business that you intend to present at the 2027 Annual Meeting of Stockholders.\n\n \n\nIn\naddition to satisfying the foregoing requirements pursuant to the Company’s Bylaws, to comply with the universal proxy rules, stockholders\nwho intend to solicit proxies in support of director nominees other than Cingulate’s nominees must provide notice that sets forth\nthe information required by Rule 14a-19 under the Exchange Act no later than May 10, 2027. The supplemental notice and information required\nunder Rule 14a-19 is in addition to the applicable advance notice requirements under the Company’s Bylaws as described in this\nsection and it shall not extend any such deadline set forth in the Company’s Bylaws.\n\n \n\n38\n\n \n\n \n\n**ANNUAL\nREPORT**\n\n \n\nCopies\nof our Annual Report on Form 10-K (including audited financial statements) filed with the SEC may be obtained without charge by writing\nto Cingulate Inc., 1901 W. 47th Place, 3rd Floor, Kansas City, Kansas 66205, Attn: Jennifer L. Callahan, Secretary.\nA request for a copy of our Annual Report on Form 10-K must set forth a good-faith representation that the requesting party was either\na holder of record or a beneficial owner of our common stock on May 18, 2026. Exhibits to the Form 10-K will be mailed upon similar request\nand payment of specified fees to cover the costs of copying and mailing such materials.\n\n \n\nOur\naudited financial statements for the fiscal year ended December 31, 2025 and certain other related financial and business information\nare contained in our Annual Report on Form 10-K, which is being made available to our stockholders along with this Proxy Statement, but\nwhich is not deemed a part of the proxy soliciting material.\n\n \n\n**HOUSEHOLDING\nOF ANNUAL MEETING MATERIALS**\n\n \n\nSome\nbanks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements.\nThis means that only one copy of this Proxy Statement may have been sent to multiple stockholders in the same household. We will promptly\ndeliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: Cingulate Inc., Attn: Jennifer L.\nCallahan, Secretary, 1901 W. 47th Place, 3rd Floor, Kansas City, Kansas 66205 or by phone at (913) 942-2300. Any\nstockholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in the future,\nor any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s\nbank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.\n\n \n\n**OTHER\nMATTERS**\n\n \n\nAs\nof the date of this proxy statement, the Board does not intend to present at the Annual Meeting any matters other than those described\nherein and does not presently know of any matters that will be presented by other parties. If any other matter requiring a vote of the\nstockholders should come before the meeting, it is the intention of the persons named in the proxy to vote with respect to any such matter\nin accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment\nof the proxy holder.\n\n \n\n \nBy\nOrder of the Board of Directors\n\n \n \n\n \n \n\n \nShane\nJ. Schaffer\n\n \nChief\nExecutive Officer\n\n \n\n         ,\n2026\n \n\nKansas\nCity, Kansas\n \n\n \n\n39\n\n \n\n \n\n**APPENDIX\nA**\n\n \n\n**AMENDMENT\nNo. 3 TO THE CINGULATE INC. 2021 OMNIBUS**\n\n**EQUITY\nINCENTIVE PLAN**\n\n \n\nThis\nthird Amendment (the “Amendment”) to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”)\nof Cingulate Inc. (the “Company”), is made as of May 18, 2026. All capitalized terms used but not defined in this\nAmendment shall have the meanings assigned to such terms in the Plan.\n\n \n\n**W\nI T N E S S E T H:**\n\n \n\n**WHEREAS**,\nSection 17.2 of the Plan reserves to the Board of Directors of the Company (the “Board”) the right to amend the Plan\nfrom time to time;\n\n \n\n**WHEREAS**,\nthe Board desires to increase the number of shares of Common Stock reserved for issuance under the Plan from 1,596,126 shares to 2,221,126\nshares, subject to approval by the Company’s stockholders.\n\n \n\n**NOW**,\n**THEREFORE**, be it effective as of the date of approval by the Company’s stockholders, the Plan is hereby amended as follows:\n\n \n\n \n1.\n**Amendment\nto Section 4.1**. Section 4.1(a) of the Plan is hereby amended and restated in its entirety, to read as follows:\n\n \n\n \n(a)\nSubject\nto adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of\nCommon Stock, which may be issued under all Awards granted to Participants under the Plan, shall be 2,221,126 shares; all of which\nmay, but need not, be issued in respect of Incentive Stock Options.\n\n \n\n \n2.\nThis\nAmendment shall be subject to approval by the stockholders of the Company within 12 months after the date this Amendment is adopted.\nSuch stockholder approval shall be obtained in the manner and to the degree required under applicable laws.\n\n \n \n \n\n \n3.\nExcept\nas set forth herein, the Plan shall remain in full force and effect without modification.\n\n** **\n\n**IN\nWITNESS WHEREOF**, the undersigned officer hereby certifies that the foregoing amendment to the Plan was duly adopted and approved\nby the Board.\n\n \n\n \n\nDated:\nMay 18, 2026\n**CINGULATE\nINC.**\n\n \n \n \n\n \n \n\n \nName:\nShane\nJ. Schaffer\n\n \nTitle:\nChief\nExecutive Officer\n\n \n\nA-1"}