Cingulate Inc. 8-K

What Happened
Cingulate Inc. (CING) filed an 8‑K (Jan 2, 2026) reporting that it issued common stock to multiple lenders in exchange for portions of debt. Between Nov 21, 2025 and Jan 2, 2026 the company issued a total of 426,853 shares of common stock at prices ranging from $3.39 to $4.13 per share. These issuances were made in non‑registered transactions exempt under Section 3(a)(9) of the Securities Act.

Key Details

• Total shares issued: 426,853 common shares.
• Aggregate value issued (based on stated per‑share values): approximately $1,649,784.
• Individual issuances:
  • Nov 21, 2025: 73,746 shares at $3.39/share (~$249,999)
  • Dec 4, 2025: 80,645 shares at $3.72/share (~$300,000)
  • Dec 15, 2025: 62,656 shares at $3.99/share (~$249,997)
  • Dec 16, 2025: 60,591 shares at $4.13/share (~$250,241)
  • Dec 23, 2025: 76,258 shares at $3.93/share (~$299,694)
  • Jan 2, 2026: 72,957 shares at $4.11/share (~$299,853)
• Each issuance was described as an exchange of stock for a portion of debt owed to the lender and was exempt from registration under Section 3(a)(9).

Why It Matters
For investors, these transactions reduce the company’s outstanding debt while increasing the number of shares outstanding. That can improve the balance sheet by lowering liabilities, but it also dilutes existing shareholders because more shares are now outstanding. Investors should compare the new total share count to prior outstanding shares (forward‑looking dilution) and review subsequent filings for any additional share issuances or changes to debt levels.