Cingulate (NASDAQ: CING) expands ATM equity program to $31.94M total

Rhea-AI Filing Summary

On January 12, 2026, Cingulate Inc. increased the maximum aggregate amount of common stock it may sell under its at-the-market offering agreement with H.C. Wainwright & Co., LLC from $23,536,658 to $31,936,658 and filed a new prospectus supplement covering $8,840,000 of shares. This expands the company’s capacity to raise cash over time by issuing shares into the market.

Cingulate previously sold common stock with an aggregate sales price of $15,145,503.74 under the same agreement. The company also filed a legal opinion from Lowenstein Sandler LLP confirming the validity of the shares covered by the current prospectus supplement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 12, 2026

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 8.01 Other Events.

On January 12, 2026, Cingulate Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, dated January 3, 2023, from $23,536,658 to $31,936,658 and filed a prospectus supplement (the “Current Prospectus Supplement”) under the Sales Agreement for an aggregate of $8,840,000. Prior to the date hereof, the Company sold shares of common stock having an aggregate sales price of $15,145,503.74 under the Sales Agreement. A copy of the legal opinion as to the legality of the $8,840,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Lowenstein Sandler LLP
23.1		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1)
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: January 15, 2026	By:	/s/ Shane J. Schaffer
	Name:	Shane J. Schaffer
	Title:	Chief Executive Officer

FAQ

What did Cingulate (CING) change in its at-the-market offering?

Cingulate Inc. increased the maximum aggregate offering price of common stock that can be sold under its at-the-market offering agreement with H.C. Wainwright & Co., LLC from $23,536,658 to $31,936,658. It also filed a new prospectus supplement covering $8,840,000 of common stock.

How much stock has Cingulate (CING) already sold under the ATM agreement?

Prior to this update, Cingulate had sold shares of common stock under the at-the-market agreement with an aggregate sales price of $15,145,503.74.

What is the size of the new Cingulate (CING) prospectus supplement?

The newly filed prospectus supplement under the at-the-market offering agreement covers an aggregate offering amount of $8,840,000 in shares of Cingulate’s common stock.

Who is Cingulate’s sales agent for the at-the-market offering?

H.C. Wainwright & Co., LLC serves as the sales agent under Cingulate’s at-the-market offering agreement dated January 3, 2023.

What legal opinion was filed with this Cingulate (CING) 8-K?

Cingulate filed an opinion from Lowenstein Sandler LLP as Exhibit 5.1 regarding the legality of the $8,840,000 of common stock covered by the current prospectus supplement, along with a related consent included in that exhibit.

Which securities of Cingulate are listed on Nasdaq?

Cingulate’s common stock, par value $0.0001 per share, trades under the symbol CING, and its warrants exercisable for one share of common stock trade under the symbol CINGW on the Nasdaq Capital Market.