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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November
7, 2025
CINGULATE
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40874 |
|
86-3825535 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1901
W. 47th Place
Kansas
City, KS 66205
(Address
of principal executive offices) (Zip Code)
(913)
942-2300
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
|
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
CING |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
| Warrants,
exercisable for one share of common stock |
|
CINGW |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
November 7, 2025, Cingulate, Inc. (the “Company”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”)
with Avondale Capital, LLC, a Utah limited liability company (“Lender”), pursuant to which the Company issued and sold to
Lender an unsecured promissory note (the “Note”) in the amount of $6,570,000 (the “Principal Amount”). The Principal
Amount includes an original issue discount of $540,000. In exchange for the Note, Lender paid a purchase price of $6,000,000 in cash
(the “Purchase Price”). The Note bears interest at a rate of 9% per annum and matures 18 months after its issuance date.
The Company intends to use the net proceeds from the sale of the Note for working capital and other general corporate purposes.
The
Company’s wholly-owned subsidiaries Cingulate Therapeutics LLC and Cingulate Works, Inc., provided a guarantee (the “Guaranty”)
of the Company’s obligations to Lender under the Note and the other transaction documents.
From
time to time, beginning on May 7, 2026, Lender may redeem a portion of the Note, not to exceed an amount of $660,000 per month; provided,
that, prior to the Company’s receipt of a “complete response letter” from the U.S. Food and Drug Administration, the
Company may defer up to two redemptions for up to thirty (30) days each. If the Company exercises its deferral right, the outstanding
balance of the Note will be increased by 1% of the outstanding balance on the date of the deferral. In the event the Note is outstanding
on the 90-day anniversary of the effective date of the Note, the Company will be charged a monitoring fee equal to the outstanding balance
on such date divided by 0.85 less the outstanding balance on such date. Subject to the terms and conditions set forth in the Note, the
Company may prepay all or any portion of the outstanding balance of the Note at any time.
The
Note provides for customary events of default (each as defined in the Note, an “Event of Default”), including, among other
things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect
when made, failure to perform or observe covenants within a specified cure period, a cross-default to certain other indebtedness and
material agreements of the Company, and the occurrence of a bankruptcy, insolvency or similar event affecting the Company. Upon the occurrence
of an Event of Default that is deemed a “Major Trigger Event” as defined in the Note, Lender may increase the outstanding
balance of the Note by 15%, and upon the occurrence of an Event of Default that is deemed a “Minor Trigger Event” as defined
in the Note, Lender may increase the outstanding balance of the Note by 5%. Lender can exercise its right to increase the outstanding
balance upon a Major or Minor Trigger Event three times each. Upon the occurrence of an Event of Default, Lender may declare all amounts
owed under the Note immediately due and payable. In addition, upon the occurrence of an Event of Default, upon the election of Lender,
interest shall begin accruing on the outstanding balance of the Note from the date of the Event of Default equal to the lesser of 22%
per annum and the maximum rate allowable under law.
Pursuant
to the Note Purchase Agreement, while the Note is still outstanding, the Company will not enter into any arrangement that prohibits the
Company from entering into a variable rate transaction, as defined in the Note Purchase Agreement, with Lender or its affiliates, or
from issuing securities of the Company to Lender or its affiliates. The Company is also prohibited from entering into a variable rate
transaction while the Note is outstanding, subject to certain exceptions. At any time while the Note is still outstanding, Lender
will have the right, but not the obligation, with the Company’s consent, to reinvest up to an additional $5,000,000 in the Company
in one or more tranches on the same terms and conditions as the Note. Additionally, so long as the Note is outstanding, upon any issuance
by the Company of any debt security with any economic term or condition more favorable to the holder of such security that was not provided
to Lender pursuant to the Note, then, at Lender’s option, such additional term shall become part of the Note and related documents
for the benefit of Lender.
The
Note Purchase Agreement also provides for indemnification of Lender and its affiliates in the event that they incur loss or damage related
to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Note Purchase Agreement.
The
description of the Note Purchase Agreement, the Note and the Guaranty is qualified in its entirety by the full text of the Note Purchase
Agreement, the Note and the Guaranty, copies of which are filed herewith as Exhibits 10.1, 4.1 and 10.2, respectively, and which are
incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To
the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
On
November 10, 2025, the Company issued a press release announcing the Note and the appointment of Bryan Downey as the Company’s
Chief Commercial Officer. A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Promissory Note issued to Avondale Capital, LLC, dated November 7, 2025 |
| 10.1 |
|
Note Purchase Agreement between Cingulate Inc. and Avondale Capital, LLC, dated November 7, 2025 |
| 10.2 |
|
Guaranty by Cingulate Therapeutics LLC and Cingulate Works, Inc., dated November 7, 2025 |
| 99.1 |
|
Press Release, dated November 10, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
November 10, 2025 |
By: |
/s/
Jennifer L. Callahan |
| |
Name: |
Jennifer
L. Callahan |
| |
Title: |
Interim
Chief Executive Officer and Chief Financial Officer |
