UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities
From January 6, 2026 through February 5, 2026, Cingulate Inc. (the “Company”) issued the securities described below in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
On January 6, 2026, the Company issued 68,965 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a value of $4.35 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
On January 8, 2026, the Company issued 54,065 shares of Common Stock at a value of $4.62 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
On January 16, 2026, the Company issued 50,362 shares of Common Stock at a value of $4.96 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
On January 21, 2026, the Company issued 46,589 shares of Common Stock at a value of $5.37 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
On January 28, 2026, the Company issued 46,798 shares of Common Stock at a value of $5.34 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
On February 2, 2026, the Company issued 53,033 shares of Common Stock at a value of $5.66 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
On February 5, 2026, the Company issued 41,597 shares of Common Stock at a value of $6.01 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
Item 8.01. Other Events.
On February 6, 2026, the Company completed a portion of the private placement previously announced in our Current Report on Form 8-K, dated January 28, 2026, for gross proceeds of $6.5 million. The Company expects to close the remaining $5.5 million of the private placement as soon as practicable, following the anticipated completion of the closing conditions.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINGULATE INC. | ||
| Dated: February 6, 2026 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: | Chief Executive Officer | |