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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
13, 2025
CINGULATE
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40874 |
|
86-3825535 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
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 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
2.02. Results of Operations and Financial Condition.
On
November 13, 2025, Cingulate Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025 and
providing a business update. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference. The information
in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for 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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, 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 |
| |
|
|
| 99.1 |
|
Press Release dated November 13, 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 13, 2025 |
By: |
/s/
Jennifer L. Callahan |
| |
Name: |
Jennifer
L. Callahan |
| |
Title: |
Interim
Chief Executive Officer and Chief Financial Officer |
