Cingulate (CING) EVP Brams buys shares and warrant in private placement

Rhea-AI Filing Summary

Cingulate Inc.'s EVP and Chief Medical Officer, Matthew Brams, reported buying company securities in a private placement. On 02/06/2026, he purchased 1,946 shares of common stock at $ 5.04 per share, bringing his directly held common stock to 4,656 shares.

He also acquired a warrant to purchase 1,556 shares of common stock at $ 0.1 per warrant. The warrant becomes exercisable only after stockholders approve the private placement under Nasdaq rules and will expire 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^*

Brams Matthew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Medical 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		1,946	A	$5.04	4,656	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		1,556		(2)	(2)	Common Stock	1,556	$0.1	1,556	D

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. 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, Attorney-in-Fact	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 transactions did Cingulate Inc. (CING) report for Matthew Brams?

Cingulate Inc. reported that EVP and Chief Medical Officer Matthew Brams bought 1,946 common shares and a warrant for 1,556 common shares on 02/06/2026. Both positions were acquired in a private placement previously described in a Form 8-K filed on January 28, 2026.

At what prices did Matthew Brams acquire Cingulate (CING) common stock and warrants?

Matthew Brams acquired 1,946 shares of Cingulate common stock at $ 5.04 per share and a warrant to purchase 1,556 common shares at $ 0.1 per derivative security. These purchases were part of the issuer’s private placement transaction disclosed in a prior Form 8-K.

How many Cingulate (CING) common shares does Matthew Brams own after this Form 4 transaction?

After the reported transaction, Matthew Brams directly owns 4,656 shares of Cingulate common stock. This figure reflects the updated total of his non-derivative holdings following the 1,946-share purchase completed on 02/06/2026 in the private placement.

When can the Cingulate (CING) warrant acquired by Matthew Brams be exercised?

The warrant Matthew Brams acquired becomes exercisable only after Cingulate obtains stockholder approval of the private placement, as required by Nasdaq rules. Once exercised, the warrant will expire 36 months after the exercise date, according to the Form 4 disclosure footnotes.

What are the key terms of the warrant reported in Cingulate (CING) EVP Matthew Brams’ Form 4?

The warrant allows purchase of 1,556 Cingulate common shares at $ 0.1 per derivative security. It was acquired in the same 02/06/2026 private placement as the common stock and becomes exercisable only after stockholder approval, then expires 36 months after exercise.