Cingulate (CING) director-linked LLC buys shares, warrants as options granted
Rhea-AI Filing Summary
Cingulate Inc. director Thomas Jeffrey Hargroves reported multiple acquisitions of the company’s securities. Through Hargroves Family Investments, LLC, he bought 97,276 shares of common stock at $5.04 per share and 77,821 warrants at $0.10 per warrant on February 13, 2026, tied to a private placement previously described in a Form 8-K. These indirect holdings total 97,468 common shares and 77,821 warrants after the transactions, and he disclaims beneficial ownership beyond his pecuniary interest. On March 9, 2026, he also received a stock option grant for 15,000 shares of common stock at an exercise price of $6.85 per share, vesting 50% six months after grant and the remainder after twelve months, expiring in 2036.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 97,276 shares
Net Buy
3 txns
Insider
Hargroves Thomas Jeffrey
Role
Director
Bought
175,097 shs ($498K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (right to Buy) | 15,000 | $0.00 | $0.00 |
| Purchase | Warrant to Purchase Common Stock | 77,821 | $0.10 | $8K |
| Purchase | Common Stock | 97,276 | $5.04 | $490K |
Holdings After Transaction:
Warrant to Purchase Common Stock — 77,821 shares (Indirect, By Hargroves Family Investments, LLC);
Stock Option (right to Buy) — 15,000 shares (Direct);
Common Stock — 97,468 shares (Indirect, By Hargroves Family Investments, LLC)
Footnotes (4)
- F1. This Form 3 filing was delayed due technical difficulties in obtaining the reporting person's EDGAR filing codes. The reporting person's beneficial ownership has been reported under the caption "Security Ownership of Certain Beneficial Owners and Management" in the registrant's SEC filings made since February 13, 2026.
- F2. Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026.
- F3. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4. The option vests as follows: 50% on the six-month anniversary of the date of grant and the remaining shares on the twelve-month anniversary of the date of grant.
Key Figures
Common shares bought: 97,276 shares at $5.04
Warrants bought: 77,821 warrants at $0.10
Warrant exercise price: $5.04 per share
+4 more
7 metrics
Common shares bought
97,276 shares at $5.04
Indirectly held by Hargroves Family Investments, LLC after 2/13/2026 purchase
Warrants bought
77,821 warrants at $0.10
Indirect purchase on 2/13/2026 via Hargroves Family Investments, LLC
Warrant exercise price
$5.04 per share
Exercise price for warrants to purchase Cingulate common stock
Warrant term
3/24/2026 to 3/24/2029
First exercisable date and expiration for 77,821 warrants
Option grant size
15,000 shares at $6.85
Director stock option grant on 3/9/2026, expires 2036
Indirect common holding
97,468 shares
Common stock held indirectly by Hargroves Family Investments, LLC after transactions
Net share change direction
Net-buy of 175,097 shares
Aggregate of reported buy and acquisition transactions in this filing
Key Terms
open-market purchase, Stock Option (right to Buy), Warrant to Purchase Common Stock, private placement, +2 more
6 terms
open-market purchase financial
"transaction_action": "open-market purchase""
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
Stock Option (right to Buy) financial
"security_title": "Stock Option (right to Buy)""
Warrant to Purchase Common Stock financial
"security_title": "Warrant to Purchase Common Stock""
private placement financial
"Common stock and warrants were acquired in the Issuer's private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of their pecuniary interest"
Section 16 regulatory
"shall not be deemed an admission of beneficial ownership ... for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Cingulate (CING) director Thomas Jeffrey Hargroves buy in this Form 4?
Hargroves-related entity Hargroves Family Investments, LLC acquired 97,276 Cingulate common shares at $5.04 each and 77,821 warrants at $0.10 each on February 13, 2026, in connection with a previously disclosed private placement.
What stock options did Thomas Jeffrey Hargroves receive from Cingulate (CING)?
He received a stock option grant covering 15,000 Cingulate common shares at an exercise price of $6.85 per share on March 9, 2026, with an expiration date in 2036 and time-based vesting over twelve months.
How do the Cingulate (CING) warrants acquired by the Hargroves LLC work?
The LLC acquired 77,821 warrants to purchase Cingulate common stock with a conversion or exercise price of $5.04 per share, first exercisable on March 24, 2026, and expiring on March 24, 2029, as part of a private placement.
Does Thomas Jeffrey Hargroves fully own the Cingulate (CING) securities held by the LLC?
The filing states the reporting person disclaims beneficial ownership of the LLC-held securities except for their pecuniary interest, meaning economic exposure is acknowledged while broader beneficial ownership is not admitted for Section 16 or other purposes.
Why was the Cingulate (CING) ownership disclosure for Hargroves delayed?
The filing explains that the initial Form 3 disclosure was delayed due to technical difficulties obtaining EDGAR filing codes. The person’s beneficial ownership has instead been described in the company’s SEC ownership tables since February 13, 2026.