Certificate of Incorporation/Bylaws Form 8 K

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

On August 2, 2024, the Nasdaq Hearings Panel (the "Panel") notified Cingulate Inc. (the "Company") that it has granted the Company's request for an exception to demonstrate compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement") for continued listing through August 23, 2024 (the "Exception").

As previously disclosed, on June 17, 2024, the Company received a notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's non-compliance with the Bid Price Requirement, the Staff had determined to delist the Company's securities from Nasdaq, subject to the Company's request for a hearing before the Panel. Because, as previously disclosed, the Company is subject to a discretionary panel monitor through May 21, 2025 pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Staff did not grant additional time for the Company to regain compliance with the Bid Price Requirement. The Company timely requested a hearing before the Panel, which was held on July 25, 2024.

The Panel granted the Company's request for the Exception, subject to (i) the Company effecting a reverse stock split on or before August 9, 2024, at a ratio of between 1-for-3 and 1-for-15; and (ii) on or before August 23, 2024, the Company demonstrating compliance with the Bid Price Requirement by evidencing a closing bid price of $1.00 or more per share for a minimum of ten (10) consecutive trading sessions, and evidencing compliance with all applicable criteria for continued listing on Nasdaq.

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