Werth family LLC adds Cingulate (CING) shares and private placement warrants

Rhea-AI Filing Summary

Cingulate Inc. director Peter J. Werth reported transactions made through Werth Family Investment Associates LLC in connection with the company’s private placement. The LLC purchased 19,455 shares of common stock at $5.04 per share and 15,564 warrants at $0.10 per warrant on February 6, 2026. These common shares bring the LLC’s indirectly held common stock to 117,449 shares, while Werth also holds 92 shares directly. The warrant to purchase 15,564 common shares becomes exercisable only after stockholders approve the private placement, as required by Nasdaq rules, and will expire 36 months after the exercise date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Werth Peter J.

(Last) (First) (Middle)

1901 W. 47TH PLACE

(Street)

KANSAS CITY KS 66205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cingulate Inc. [ CING ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026(1)		P		19,455	A	$5.04	117,449	I	By Werth Family Investment Associates LLC(2)
Common Stock								92	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	$5.04	02/06/2026(1)		P		15,564		(3)	(3)	Common Stock	15,564	$0.1	15,564	I	By Werth Family Investment Associates LLC(2)

Explanation of Responses:

1. 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.

2. 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.

3. The warrant is exercisable upon the Issuer obtaining stockholder approval of the private placement, as required by the Nasdaq rules. The expiration date of the warrant is 36 months after the exercise date.

	/s/ Shane J. Schaffer, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Werth Family Investment Associates LLC report for CING?

Werth Family Investment Associates LLC reported buying 19,455 Cingulate common shares at $5.04 each and 15,564 warrants at $0.10 per warrant. These securities were acquired in a private placement disclosed in a Form 8-K filed on January 28, 2026.

How many Cingulate (CING) shares does the Werth-related entity own after this Form 4?

After the reported transaction, Werth Family Investment Associates LLC beneficially owns 117,449 Cingulate common shares indirectly. Director Peter J. Werth also holds 92 common shares directly, according to the Form 4 ownership table.

What are the key terms of the Cingulate warrant purchased by the Werth-related entity?

The entity acquired a warrant to purchase 15,564 Cingulate common shares at an exercise price of $5.04 per share, paying $0.10 per warrant. The warrant becomes exercisable only after stockholder approval of the private placement and expires 36 months after the exercise date.

How is Peter J. Werth related to Cingulate Inc. in this Form 4 filing?

Peter J. Werth is identified as a director of Cingulate Inc. in the Form 4. The reported common stock and warrant holdings are largely indirect, held through Werth Family Investment Associates LLC, rather than directly in his own name.

What disclosure does the Cingulate Form 4 make about beneficial ownership by Peter J. Werth?

The filing states that the reporting person disclaims beneficial ownership of the securities held by Werth Family Investment Associates LLC, except to the extent of their pecuniary interest. Including these shares in the report is not an admission of full beneficial ownership for Section 16 purposes.

What condition must be met before the Cingulate warrant held by the Werth entity is exercisable?

The warrant becomes exercisable only once Cingulate obtains stockholder approval of the private placement, as required by Nasdaq rules. The expiration date is set as 36 months after the actual exercise date, not from the acquisition date.