---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-005157"
form_type: "8-K"
ticker: "CING"
cik: "0001862150"
company_name: "Cingulate Inc."
filed_at: "2024-02-07T23:59:59+00:00"
generated_at: "2026-06-06T07:19:00.747277+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Cingulate closes $7.5M public offering of common stock and warrants

## Summary
- Gross proceeds $7.5M; net ~$6.5M after fees. Offering: 3.75M shares (or pre-funded warrants) plus Series A and B warrants.
- Each unit priced at $2.00 includes one share (or pre-funded warrant at $1.9999), one Series A warrant ($2.00, 5yr), one Series B warrant ($2.00, 2yr).
- Proceeds to fund R&D and commercialization of lead candidate CTx-1301 and for general corporate purposes.
- H.C. Wainwright acted as placement agent; cash fee 7.8% of gross proceeds, expense allowance, and warrants for 150,000 shares at $2.50.
- Company agreed to 90-day lock on new equity issuances and one-year ban on variable rate transactions.

## SEC filing metadata
- accession: 0001493152-24-005157
- form_type: 8-K
- ticker: CING
- cik: 0001862150
- company_name: Cingulate Inc.
- filed_at: 2024-02-07T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1862150/000149315224005157/0001493152-24-005157-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1862150/000149315224005157/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-005157
- JSON: https://secwatch.observer/filing/0001493152-24-005157.json
- Plain text: https://secwatch.observer/filing/0001493152-24-005157.txt

## Key facts
- Material Agreements
  Cingulate Inc. entered into Purchase Agreement with investors (effective 2024-02-02).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: investors
  - Effective: 2024-02-02
  source text: On February 2, 2024, Cingulate Inc. (the "Company") entered into agreements, including a securities purchase agreement (the "Purchase Agreement"), with investors pursuant to which the Company agreed to sell, in a best efforts public offering (the "Offering") an aggregate of (i) 1,375,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 2,375,000 shares of Common Stock (the "Pre-Funded Warrant Shares"), (iii) series A common warrants (the "Series A Warrants") to purchase up to an aggregate of 3,750,000 shares of Common Stock (the "Series A Common Warrant Shares"), and (iv) series B common warrants (the "Series B Warrants") to purchase up to an aggregate of 1,875,000 shares of Common Stock (the "Series B Common Warrant Shares").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315224005157/0001493152-24-005157-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.