Cingulate (NASDAQ: CING) adds $6.5M cash and swaps debt for shares

Rhea-AI Filing Summary

Cingulate Inc. reported multiple unregistered issuances of common stock from January 6 to February 5, 2026, exchanging shares with a lender to retire portions of outstanding debt. Individual transactions included 68,965 shares at $4.35 per share on January 6 and 41,597 shares at $6.01 per share on February 5.

The company also completed a portion of a previously announced private placement on February 6, 2026, receiving gross proceeds of $6.5 million. Cingulate expects to close the remaining $5.5 million of this private placement as soon as practicable after satisfying closing conditions.

Insights

Equity capital markets analyst

Cingulate converts debt to equity and secures $6.5M cash, with more expected.

Cingulate Inc. issued several tranches of common stock to a lender between January 6 and February 5, 2026, at per-share values ranging from $4.35 to $6.01. These shares were exchanged for portions of existing debt, reducing leverage through equity-based settlement rather than cash repayment.

On February 6, 2026, the company completed part of a private placement that delivered gross proceeds of $6.5 million, providing fresh capital. An additional $5.5 million from the same private placement is expected once closing conditions are met, so the final capital raised will depend on successful completion of that remaining tranche.

false 0001862150 0001862150 2026-02-06 2026-02-06 0001862150 CING:CommonStockParValue0.0001PerShareMember 2026-02-06 2026-02-06 0001862150 CING:WarrantsExercisableForOneShareOfCommonStockMember 2026-02-06 2026-02-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 6, 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 3.02. Unregistered Sales of Equity Securities

From January 6, 2026 through February 5, 2026, Cingulate Inc. (the “Company”) issued the securities described below in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

On January 6, 2026, the Company issued 68,965 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a value of $4.35 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.

On January 8, 2026, the Company issued 54,065 shares of Common Stock at a value of $4.62 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.

On January 16, 2026, the Company issued 50,362 shares of Common Stock at a value of $4.96 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.

On January 21, 2026, the Company issued 46,589 shares of Common Stock at a value of $5.37 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.

On January 28, 2026, the Company issued 46,798 shares of Common Stock at a value of $5.34 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.

On February 2, 2026, the Company issued 53,033 shares of Common Stock at a value of $5.66 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.

On February 5, 2026, the Company issued 41,597 shares of Common Stock at a value of $6.01 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 8.01. Other Events.

On February 6, 2026, the Company completed a portion of the private placement previously announced in our Current Report on Form 8-K, dated January 28, 2026, for gross proceeds of $6.5 million. The Company expects to close the remaining $5.5 million of the private placement as soon as practicable, following the anticipated completion of the closing conditions.

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 6, 2026	By:	/s/ Shane J. Schaffer
	Name:	Shane J. Schaffer
	Title:	Chief Executive Officer

FAQ

What equity transactions did Cingulate (CING) report in this 8-K?

Cingulate reported multiple unregistered issuances of common stock to a lender between January 6 and February 5, 2026. These stock issuances were used to exchange portions of the company’s outstanding debt, converting debt obligations into equity instead of repaying them in cash.

How many Cingulate (CING) shares were issued in the January 6, 2026 transaction?

On January 6, 2026, Cingulate issued 68,965 shares of common stock at a value of $4.35 per share to a lender. This issuance was made in exchange for a portion of debt owed and was exempt from registration under Section 3(a)(9) of the Securities Act.

What were the terms of Cingulate’s February 5, 2026 stock-for-debt issuance?

On February 5, 2026, Cingulate issued 41,597 shares of common stock valued at $6.01 per share to a lender. The shares were exchanged for a portion of the company’s outstanding debt and qualified for a registration exemption under Section 3(a)(9) of the Securities Act.

How much cash did Cingulate (CING) raise in its recent private placement?

Cingulate completed a portion of a previously announced private placement on February 6, 2026, generating $6.5 million in gross proceeds. The company also stated it expects to close the remaining $5.5 million of this private placement once all closing conditions are satisfied.

Is Cingulate’s private placement fully closed as of this 8-K filing?

No, only part of the private placement has closed. As of February 6, 2026, Cingulate had completed a portion for $6.5 million in gross proceeds and indicated it expects to close the remaining $5.5 million as soon as practicable after meeting closing conditions.

Under what exemption were Cingulate’s recent stock-for-debt issuances made?

Each of Cingulate’s unregistered common stock issuances to the lender between January 6 and February 5, 2026, was made under the Section 3(a)(9) exemption of the Securities Act. This exemption covers exchanges of securities with existing security holders, such as debt-for-equity conversions.