Cingulate Inc. 8-K

What Happened

• Cingulate Inc. (CING) filed an 8-K on February 17, 2026 reporting the second and final closing of a private placement. The second closing, completed February 13, 2026, raised an additional $5.5 million, bringing total gross proceeds from the private placement to approximately $12.0 million.
• In connection with the private placement, the company issued 25,786 shares of common stock to a lender in exchange for a portion of outstanding debt. Those shares were issued at a value of $6.16 per share and the issuance was exempt from registration under Section 3(a)(9) of the Securities Act.
• Also effective February 13, 2026, Cingulate appointed Jeff Hargroves as a Class I director (term to the 2028 Annual Meeting). The board determined Mr. Hargroves is independent under Nasdaq rules and has named him to the Audit, Compensation, and Nominating & Corporate Governance Committees.

Key Details

• Private placement: second closing on Feb 13, 2026 raised $5.5M; aggregate gross proceeds ≈ $12.0M.
• Debt-for-equity issuance: 25,786 shares issued at $6.16/share to a lender; exempt under 3(a)(9).
• Board appointment: Jeff Hargroves appointed Feb 13, 2026 as Class I director through 2028 Annual Meeting.
• Director compensation: Hargroves to receive an option for 15,000 shares (vesting in two equal installments over one year) and annual cash retainers of $40,000 (board) plus $7,500 (Audit), $5,000 (Compensation) and $4,000 (Nominating & Governance).

Why It Matters

• The additional $5.5M (totaling about $12.0M) strengthens Cingulate’s cash position, which can help fund operations or strategic initiatives without immediate public equity dilution from the private placement itself.
• The debt-for-equity issuance reduced the company’s debt by converting part of what was owed to a lender into common stock, changing the company’s capital structure and slightly increasing share count.
• Adding an independent director with committee assignments could affect oversight and governance, particularly on audit and compensation matters. Investors should monitor how the company uses the new funds and any future impacts on share count or governance.