Brams Matthew 4

What Happened Matthew Brams, EVP and Chief Medical Officer of Cingulate Inc. (CING), acquired 1,946 common shares at $5.04 each (total $9,808) and acquired 1,556 derivative units (recorded as $0.10 each, total $156) on February 6, 2026. Both transactions are coded P (purchase) and were part of an issuer private placement. Purchases by insiders are often viewed as a more positive signal than sales, though no motive is stated.

Key Details

• Transaction date: 2026-02-06 (both purchases); filing date: 2026-02-10.
• Prices and totals: 1,946 shares @ $5.04 = $9,808; 1,556 derivative units @ $0.10 = $156.
• Transaction codes: P = Purchase (both entries); one entry is marked as a derivative acquisition (warrant).
• Shares owned after transaction: not disclosed in the provided Form 4.
• Filing timeliness: Report filed Feb 10 for Feb 6 transactions — appears to be late relative to the Form 4 requirement (typically due within two business days) and is flagged as late (transactionTimeliness = 'L').

Context

• Footnotes: F1 notes the common stock and warrants were acquired in the issuer's private placement disclosed in the Form 8-K on Jan 28, 2026. F2 explains the warrant (derivative) becomes exercisable only if stockholder approval of the private placement is obtained (per Nasdaq rules); the warrant expires 36 months after the exercise date.
• Simple explanation of the derivative: the $0.10 items are warrants/derivative units tied to the private placement, not immediate common-stock sales—exercise depends on future shareholder approval.
• No evidence in the filing of an immediate resale or cashless exercise; this was an acquisition transaction.