Cingulate : Failure to Satisfy Listing Rule - Form 8-K

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

On November 14, 2023, Cingulate Inc. (the "Company") received a letter from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's continued non-compliance with the minimum stockholders' equity requirement in Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Rule") for continued listing on The Nasdaq Capital Market, the Staff had determined to delist the Company's securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel").

The Company intends to timely request a hearing before the Panel, at which hearing the Company will request an extension within which to evidence compliance with the Minimum Stockholders' Equity Rule. The Company's request for a hearing will stay any suspension or delisting action by the Staff pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. The Company intends to continue to take definitive steps in an effort to evidence compliance with the Minimum Stockholders' Equity Rule; however, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance with the Minimum Stockholders' Equity Rule within any extension period that may be granted by the Panel.

As previously disclosed, the Staff's determination follows the receipt by the Company of a deficiency notice from the Staff on May 16, 2023, indicating that the Company was not in compliance with the Minimum Stockholders' Equity Rule because the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the period ended March 31, 2023, was below the required minimum of $2.5 million, and because, as of May 15, 2023, the Company did not meet the alternative compliance standards relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. On June 30, 2023, the Company submitted a plan to Nasdaq to regain compliance with the Minimum Stockholders' Equity Rule and on July 28, 2023, the Staff notified the Company that it granted the Company an extension until November 13, 2023 to regain compliance. However, the Company did not regain compliance with the Minimum Stockholders' Equity Rule by November 13, 2023, as required under the plan.