8-K - CING - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported):

August28, 2024

CINGULATE

INC.

(Exactname of registrant as specified in its charter)

Delaware	001-40874	86-3825535
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1901

W. 47th Place

KansasCity, KS 66205

(Addressof principal executive offices) (Zip Code)

(913)942-2300

(Registrant’stelephone number, including area code)

(Formername or former address, if changed since last report.)

Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common<br> Stock, par value $0.0001 per share	CING	The<br> Nasdaq Stock Market LLC<br><br> <br>(Nasdaq<br> Capital Market)
Warrants,<br> exercisable for one share of common stock	CINGW	The<br> Nasdaq Stock Market LLC<br><br> <br>(Nasdaq<br> Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.	Other Events.

As of August 28, 2024, Cingulate Inc. (the “Company”) had 2,179,755 shares of common stock outstanding as a result of recent sales under its At The Market Offering Agreement, dated January 3, 2023, and its purchase agreement with Lincoln Park Capital Fund, LLC, dated April 24, 2023. The Company undertakes no obligation to update the information included under this Item 8.01.

SIGNATURES

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:<br> August 29, 2024	By:	/s/ Shane J. Schaffer
	Name:	Shane<br> J. Schaffer
	Title:	Chief<br> Executive Officer