Cingulate Inc. Reports Unregistered Equity Sales
Ticker: CINGW · Form: 8-K · Filed: Sep 5, 2025 · CIK: 1862150
| Field | Detail |
|---|---|
| Company | Cingulate Inc. (CINGW) |
| Form Type | 8-K |
| Filed Date | Sep 5, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $5.16, $4.05, $3.90, $3.94 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-securities, equity-sale, financing
Related Tickers: CING
TL;DR
Cingulate sold unregistered stock on 8/29. Details TBD.
AI Summary
On August 29, 2025, Cingulate Inc. reported unregistered sales of equity securities. The company, headquartered in Kansas City, KS, filed a Form 8-K detailing these transactions. Specific details regarding the nature and value of these unregistered sales were not provided in the initial filing summary.
Why It Matters
This filing indicates Cingulate Inc. has issued equity securities without a prior public registration, which could impact existing shareholders and the company's capital structure.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes signal financial distress or dilution concerns for existing shareholders.
Key Numbers
- 001-40874 — SEC File Number (Identifies Cingulate Inc.'s filing history with the SEC.)
- 86-3825535 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Cingulate Inc. (company) — Registrant
- August 29, 2025 (date) — Date of earliest event reported
- Kansas City, KS (location) — Principal executive offices
- Delaware (location) — State of incorporation
FAQ
What type of equity securities were sold unregistered?
The filing indicates unregistered sales of equity securities, but the specific type (e.g., common stock, warrants, convertible notes) is not detailed in the provided summary.
What was the aggregate dollar amount of the unregistered sales?
The provided text does not specify the dollar amount of the unregistered equity securities sold.
Who were the purchasers of these unregistered securities?
The filing does not disclose the identity of the purchasers of the unregistered securities.
Were these sales related to any specific financing or strategic event?
The filing does not provide context linking these unregistered sales to a specific financing round or strategic initiative.
What is the significance of the 'Unregistered Sales of Equity Securities' item information?
This item signifies that the company has issued equity without registering it with the SEC, typically under an exemption from registration requirements.
Filing Stats: 650 words · 3 min read · ~2 pages · Grade level 9.6 · Accepted 2025-09-05 17:00:52
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share CING The Nasdaq Stock Mar
- $5.16 — r share ("Common Stock"), at a value of $5.16 per share to a lender in exchange for a
- $4.05 — 74 shares of Common Stock at a value of $4.05 per share to a lender in exchange for a
- $3.90 — 02 shares of Common Stock at a value of $3.90 per share to a lender in exchange for a
- $3.94 — 51 shares of Common Stock at a value of $3.94 per share to a lender in exchange for a
- $3.79 — 63 shares of Common Stock at a value of $3.79 per share to a lender in exchange for a
Filing Documents
- form8-k.htm (8-K) — 41KB
- 0001493152-25-012753.txt ( ) — 245KB
- cing-20250829.xsd (EX-101.SCH) — 4KB
- cing-20250829_def.xml (EX-101.DEF) — 26KB
- cing-20250829_lab.xml (EX-101.LAB) — 36KB
- cing-20250829_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
From the Filing
UNITED 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 (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