CING 8-K
Cingulate Inc. (CING)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities
From March 31, 2025 through July 21, 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”). The below does not include any issuances that have already been disclosed under this Item 3.02 in a previously filed Current Report on Form 8-K during this time period.
On May 12, 2025, the Company issued 7,538 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a value of $4.36 per share to a service provider. Such issuance was exempt from registration under 4(a)(2) of the Securities Act.
On July 8, 2025, the Company issued an option award to an officer to purchase a total of 30,000 shares of Common Stock at an exercise price of $4.51 as an inducement grant. The option award will vest over four years, with 25% of the Common Stock underlying the option vesting on the one-year anniversary of the grant date and the remaining 75% vesting in approximately equal monthly installments over the following thirty-six months, subject to the officer being continuously employed by the Company through each vesting date. Such issuance was exempt from registration under 4(a)(2) of the Securities Act.
On July 10, 2025, the Company issued 5,986 shares of Common Stock at a value of $4.18 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 July 14, 2025, the Company issued 57,471 shares of Common Stock at a value of $4.35 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 July 21, 2025, the Company issued 73,068 shares of Common Stock at a value of $4.79 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: July 25, 2025 | By: | /s/ Shane J. Schaffer |
| Name: | Shane J. Schaffer | |
| Title: | Chief Executive Officer | |