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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): February 13, 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 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 3.02.
Unregistered Sales of Equity Securities
On
February 6, 2026, Cingulate Inc. (the “Company”) issued 25,786 shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), at a value of $6.16 per share to a lender in exchange for a portion of the debt
owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 13, 2026, in connection with the second and final closing of the private placement (the “Private Placement”),
the Company appointed Jeff Hargroves as a member of the Board of Directors (the “Board”) of the Company, effective
immediately, to serve as a Class I director until the Company’s 2028 Annual Meeting of Stockholders and until his successor is
duly elected and qualified, or until his earlier death, resignation or removal, subject to the terms and conditions of the purchase agreement
for the Private Placement, which was filed previously with our Current Report on Form 8-K, dated January 28, 2026. Following the appointment
of Mr. Hargroves, the Class I directors will consist of Peter J. Werth and Jeff Hargroves.
Mr.
Hargroves was appointed to serve as a member of the Audit Committee of the Board. Following the appointment of Mr. Hargroves, the Audit
Committee will consist of Jeffrey S. Ervin, as chairman, John A. Roberts, Bryan Lawrence and Mr. Hargroves.
Mr.
Hargroves was appointed to serve as a member of the Compensation Committee of the Board. Following the appointment of Mr. Hargroves,
the Compensation Committee will consist of Bryan Lawrence, as chairman, Jeffrey S. Ervin, John A. Roberts and Mr. Hargroves.
Mr.
Hargroves was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board. Following the appointment
of Mr. Hargroves, the Nominating and Corporate Governance Committee will consist of Jeffrey S. Ervin, as chairman, Bryan Lawrence, John
A. Roberts and Mr. Hargroves.
The
Board has determined that Mr. Hargroves is independent as defined in Listing Rule 5605 of the Nasdaq Stock Market LLC for purposes of
serving on the Board. Pursuant to the Company’s Non-Employee Director Compensation Program (the “Director Compensation
Program”), Mr. Hargroves will be granted an option to purchase 15,000 shares of the Company’s common stock (the “Option”)
at the next regularly scheduled meeting of the Board. The shares subject to Mr. Hargroves Option will have a per share exercise price
equal to the last reporting sale price reported by the Nasdaq Stock Market on the date of grant and the Option will vest over a period
of one year in two equal installments on each six-month anniversary of the grant date for so long as Mr. Hargroves remains on the Board
through each such vesting date. In addition, Mr. Hargroves will be entitled to receive annual cash retainers in the amount of $ $40,000
per year for his service on the Board and $7,500, $5,000 and $4,000 per year for his service on the Audit Committee, Compensation Committee
and Nominating and Governance Committee, respectively, and any other compensation provided pursuant to the Director Compensation Program.
Item 7.01.
Regulation FD Disclosure.
On
February 17, 2026, the Company announced the second and final closing of the Private Placement for gross proceeds of an additional $5.5
million. The aggregate gross proceeds from the Private Placement, including the initial closing, totaled approximately $12.0 million.
The
information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this Item
7.01 and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such future filing.
Item 8.01.
Other Events.
On
February 13, 2026, the Company completed the second and final portion of the Private Placement for gross proceeds of an additional $5.5
million. The aggregate gross proceeds from the Private Placement, including the initial closing, totaled approximately $12.0 million.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Cingulate Inc., dated February 17, 2026 |
| 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:
February 17, 2026 |
By: |
/s/
Shane J. Schaffer |
| |
Name: |
Shane
J. Schaffer |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Cingulate
Announces the Closing of a $12 Million Private Placement Priced At-the-Market Under Nasdaq Rules
KANSAS
CITY, Kan., February 17, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company advancing next-generation treatments
for ADHD and other CNS disorders, today announced the successful closing of a $12 million private investment in public equity (PIPE)
financing, led by certain affiliates of Falcon Creek Capital Advisor LLC (“Falcon Creek Capital”).
“This
long-term financing from life science–focused institutional investors represents strong validation of our strategy, our technology,
and the significant commercial opportunity ahead. The transaction included insider participation underscoring our confidence in the value
we are building and our commitment to standing shoulder-to-shoulder with our shareholders,” said Cingulate CEO Shane J. Schaffer.
“The at-the-market pricing, six-month investor lock-up, and 80% warrant coverage reflect a well-structured transaction and compare
favorably with current market conditions.”
The
PIPE was completed at the closing price of $5.04 per share on January 26, 2026 with 80% warrant coverage.
All
investors participating in the PIPE financing have agreed to a 180-day lock-up period, further aligning long-term investor interests
and reinforcing confidence in the Company’s execution through key upcoming milestones.
The
financing proceeds will support general operations as the company works toward a critical milestone—the commercial launch of CTx-1301,
subject to FDA approval. In connection with the PIPE financing, Falcon Creek Capital received the right to designate up to two members
of Cingulate’s board of directors, the first of which will be former Cingulate board member, Jeff Hargroves. Mr. Hargroves brings
extensive pharmaceutical experience and a strong understanding of Cingulate’s strategic priorities and operations. Mr. Hargroves
was also a significant participant in the PIPE financing.
The
securities were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D and have not been
registered under the Securities Act or applicable state securities laws. The Company has agreed to file a resale registration statement
covering the shares issued and issuable in the transaction. This press release does not constitute an offer to sell or the solicitation
of an offer to buy any securities.
Transaction
Summary
| |
● |
PIPE Size: $12 million gross proceeds |
| |
● |
All investors in the PIPE financing are subject to a 180-day
lock-up period pursuant to the definitive transaction documents |
| |
● |
Total Potential Proceeds: Up to $21.4 million |
| |
● |
Pricing: Nasdaq closing price on January 26, 2026 of $5.04
per share |
| |
● |
Preferred Stock: Convertible upon stockholder approval; accrues
12% annualized interest until conversion |
| |
● |
Warrants: Exercisable upon stockholder approval; three-year
term. |
About
ADHD
Attention-Deficit/Hyperactivity
Disorder (ADHD) is a chronic neurodevelopmental condition affecting approximately 20 million individuals in the United States, including
8 million children and 12 million adults. While stimulant medications remain the standard of care, existing extended-release products
fail to provide consistent, entire active-day symptom control, often requiring multiple doses.
About
CTx-1301
CTx-1301
is a once-daily, multi-core tablet utilizing Cingulate’s proprietary Precision Timed Release™ (PTR™) platform to deliver
three precisely timed releases of dexmethylphenidate across the day. The candidate is being evaluated under the FDA’s 505(b)(2)
regulatory pathway for the treatment of ADHD.
In
October 2025, the FDA accepted Cingulate’s NDA for review and assigned a PDUFA target action date of May 31, 2026. NDA acceptance
indicates that the submission is sufficiently complete for substantive review and does not imply approval or guarantee any specific outcome.
About
Cingulate Inc.
Cingulate
Inc. (NASDAQ: CING) is a biopharmaceutical company leveraging its proprietary Precision Timed Release™ (PTR™) platform to
develop next-generation pharmaceutical products designed to improve outcomes in conditions marked by suboptimal therapeutic coverage
and burdensome dosing schedules. The Company’s lead candidate, CTx-1301, is in commercial-stage development for ADHD, with additional
pipeline programs targeting anxiety and other neuropsychiatric indications. Cingulate is headquartered in Kansas City, Kansas.
About
Falcon Creek Capital
Falcon
Creek Capital Advisor LLC is a specialized investment firm focused on public and private equity investments in the life sciences, healthcare,
and technology sectors. The firm is known for its disciplined, long-term investment approach and for partnering with companies at pivotal
inflection points, providing structured capital solutions that support commercialization, growth initiatives, and pipeline expansion.
Falcon Creek Capital combines public market expertise with an active, collaborative approach to governance and strategic execution.
Forward-Looking
Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include
all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding
our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to product
development, clinical studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential
growth opportunities and other statements that are predictive in nature. Specifically, these statements include, but are not limited
to, statements regarding our expected cash runway, the potential approval and commercialization of CTx-1301, the potential PDUFA date
of May 31, 2026, anticipated capital needs and financing plans, designation of Frederick Jiang as a board observer, and subject to stockholder
approval, as a director, the long-term investment strategy of Falcon Creek and potential proceeds from the exercise of warrants. These
statements are generally identified by the use of such words as “may,” “could,” “should,” “would,”
“believe,” “anticipate,” “forecast,” “estimate,” “expect,” “intend,”
“plan,” “continue,” “outlook,” “will,” “potential” and similar statements
of a future or forward-looking nature. Readers are cautioned that any forward-looking information provided by us or on our behalf is
not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements
as a result of various factors disclosed in our filings with the Securities and Exchange Commission (SEC), including the “Risk
Factors” section of our Annual Report on Form 10-K filed with the SEC on March 27, 2025 and our other filings with the SEC. All
forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Investor
& Media Relations:
Thomas
Dalton
Vice
President, Corporate and Government Relations, Cingulate
tdalton@cingulate.com
(480)
529-5434
