Cingulate Inc. (CING) CEO-linked LLC acquires shares and new warrants

Rhea-AI Filing Summary

Cingulate Inc. director and Chief Executive Officer Shane J. Schaffer reported indirect purchases through Fountainhead Shrugged, LLC. On February 6, 2026, the LLC acquired 6,809 shares of common stock at $5.04 per share, bringing its indirectly held common stock to 10,175 shares, while Schaffer also holds 173 shares directly.

On the same date, Fountainhead Shrugged, LLC acquired warrants for 5,447 shares of common stock at $0.10 per warrant. The filing notes these common shares and warrants were obtained in a private placement and that the warrant becomes exercisable once stockholders approve the private placement, with an expiration 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^*

Schaffer Shane 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		6,809	A	$5.04	10,175	I	By Fountainhead Shrugged, LLC(2)
Common Stock								173	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		5,447		(3)	(3)	Common Stock	5,447	$0.1	5,447	I	By Fountainhead Shrugged, 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	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 Cingulate Inc. (CING) report on February 6, 2026?

Cingulate reported that an LLC associated with CEO Shane J. Schaffer bought 6,809 common shares at $5.04 each and acquired warrants for 5,447 shares at $0.10. These securities were obtained in a private placement previously described in a Form 8-K filing.

Who executed the recent Cingulate (CING) stock and warrant purchases?

The purchases were made by Fountainhead Shrugged, LLC, an entity associated with CEO and director Shane J. Schaffer. The filing shows Schaffer reports indirect ownership through the LLC, while also holding 173 Cingulate common shares directly in his own name.

How many Cingulate (CING) shares does the CEO-associated LLC now indirectly hold?

After the reported transaction, Fountainhead Shrugged, LLC indirectly holds 10,175 Cingulate common shares. These holdings reflect the purchase of 6,809 shares on February 6, 2026, in connection with a private placement previously described in a Form 8-K.

What are the key terms of the Cingulate (CING) warrants acquired by the LLC?

The LLC acquired warrants to purchase 5,447 Cingulate common shares at $0.10 per warrant. The warrants become exercisable once stockholders approve the private placement, and they expire 36 months after the exercise date, as described in the insider filing footnotes.

How does Shane J. Schaffer describe his beneficial ownership of Cingulate (CING) securities?

Schaffer disclaims beneficial ownership of the LLC-held securities except to the extent of his pecuniary interest. The filing states that including these shares in the report should not be viewed as an admission of full beneficial ownership for Section 16 or any other purpose.

Were the Cingulate (CING) securities bought in the open market or a private deal?

The common stock and warrants were acquired in a private placement by Cingulate. The insider filing explains that this private placement was previously disclosed in a Current Report on Form 8-K filed with the SEC on January 28, 2026.