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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):
August
29, 2025
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
From
July 22, 2025 through September 5, 2025,
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
July 30, 2025, the Company issued 58,139 shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), at a value of $5.16 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.
On
August 12, 2025, the Company issued 74,074 shares of Common Stock at a value of $4.05 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
August 21, 2025, the Company issued 64,102 shares of Common Stock at a value of $3.90 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
August 29, 2025, the Company issued 63,451 shares of Common Stock at a value of $3.94 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 September
5, 2025, the Company issued 65,963 shares of Common Stock at a value of $3.79 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.
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:
September 5, 2025 |
By: |
/s/
Jennifer L. Callahan |
| |
Name: |
Jennifer
L. Callahan |
| |
Title: |
Interim
Chief Executive Officer & Chief Financial Officer |
