Cingulate Inc. 8-K

What Happened

• Cingulate Inc. (CING) filed an 8-K (Items 3.02 and 8.01) disclosing that between January 6 and February 5, 2026 it issued a total of 361,409 shares of common stock to lenders in exchange for portions of debt owed. These issuances were made under the Securities Act exemption in Section 3(a)(9).
• The company also reported that on February 6, 2026 it completed a portion of a previously announced private placement, raising gross proceeds of $6.5 million, and expects to close the remaining $5.5 million of the placement once closing conditions are met.

Key Details

• Shares issued to lenders: 361,409 total (seven issuances from Jan 6–Feb 5, 2026).
• Approximate value of stock issued for debt: about $1.85 million in aggregate consideration (issuances ranged from $4.35 to $6.01 per share).
• Private placement: $6.5 million closed on Feb 6, 2026; $5.5 million remains to be closed subject to conditions.
• Securities exemption used: Section 3(a)(9) of the Securities Act (debt-for-equity exchanges exempt from registration).

Why It Matters

• Debt-for-equity exchanges reduce the company’s outstanding debt but increase the number of shares outstanding, which can dilute existing shareholders’ ownership percentages.
• The closed $6.5M funding tranche provides immediate cash to the company; the remaining $5.5M, if closed, would further strengthen liquidity but is not yet finalized.
• Investors should note the timing and amounts of the share issuances, the total shares added (361,409), and watch for future disclosures confirming the remaining private placement closing and any changes to outstanding share counts.