Cingulate (Nasdaq: CINGW) swaps lender debt for common shares

Rhea-AI Filing Summary

Cingulate Inc. reported that between July 22 and September 5, 2025, it issued unregistered shares of common stock to a lender in exchange for portions of outstanding debt. These transactions were made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act.

On July 30, 2025, the company issued 58,139 shares at a value of $5.16 per share. On August 12, it issued 74,074 shares at $4.05 per share, and on August 21, it issued 64,102 shares at $3.90 per share. On August 29, 63,451 shares were issued at $3.94 per share, followed by 65,963 shares at $3.79 per share on September 5.

These exchanges reduce the company’s debt obligations while increasing the number of common shares held by the lender, meaning some creditors are becoming equity holders instead of remaining purely lenders.

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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

FAQ

What did Cingulate Inc. (CINGW) disclose in this 8-K filing?

Cingulate Inc. disclosed that from July 22 to September 5, 2025, it issued unregistered shares of common stock to a lender in exchange for portions of its outstanding debt, relying on the Section 3(a)(9) exemption under the Securities Act.

How many Cingulate shares were issued on July 30, 2025 and at what value?

On July 30, 2025, Cingulate issued 58,139 shares of common stock at a value of $5.16 per share to a lender in exchange for a portion of the debt owed.

What were the share issuances and values Cingulate reported in August 2025?

On August 12, 2025, Cingulate issued 74,074 shares at $4.05 per share, and on August 21, 2025, it issued 64,102 shares at $3.90 per share, each time to a lender in exchange for debt.

What additional unregistered share issuances did Cingulate report on August 29 and September 5, 2025?

On August 29, 2025, Cingulate issued 63,451 shares at $3.94 per share, and on September 5, 2025, it issued 65,963 shares at $3.79 per share, both to a lender in exchange for portions of outstanding debt.

Under which Securities Act exemption were Cingulate’s share-for-debt exchanges made?

Each of the described share issuances was stated to be exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Who signed the Cingulate (CINGW) 8-K reporting these unregistered sales?

The report was signed on behalf of Cingulate Inc. by Jennifer L. Callahan, who is identified as Interim Chief Executive Officer and Chief Financial Officer.