{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-004030","form_type":"8-K","ticker":"CING","cik":"0001862150","company_name":"Cingulate Inc.","filed_at":"2026-01-28T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.598341+00:00","generated_at":"2026-05-16T07:06:41.753909+00:00","sec_items":["1.01","3.02","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Cingulate raises ~$12M in private placement of common stock, preferred, and warrants","bullets":["Gross proceeds ~$12M; issues 2.15M common shares, 973 shares Series A preferred at $1,000 stated value, and warrants for 1.87M shares.","Purchase price $5.14 per common share (includes $0.10 per warrant share); conversion/exercise price $5.04.","Series A preferred carries 12% cumulative annual dividend; conversion requires stockholder approval.","Falcon Creek (manager of lead investor) may designate two directors after stockholder approval.","Proceeds used for working capital and general corporate purposes; 180-day lock-up and 24-month standstill."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-004030","json":"https://secwatch.observer/filing/0001493152-26-004030.json","markdown":"https://secwatch.observer/filing/0001493152-26-004030.md","text":"https://secwatch.observer/filing/0001493152-26-004030.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/0001493152-26-004030-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T07:06:41.753909+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"012de4b42614ec4862ba8abd3d5ca4e407f55645","claim":"Cingulate Inc. issued 2,147,471 shares of the Company’s common stock of common stock to the several purchasers named therein, including certain officers, directors and other affiliates of the Company for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_excerpt":"On January 27, 2026, Cingulate Inc. (the \" Company \") entered into a securities purchase agreement (the \" Purchase Agreement \") with the several purchasers named therein (the \" Purchasers \"), including certain officers, directors and other affiliates of the Company, for the private placement (the \" Private Placement \") of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the \" Common Stock \"), (ii) 973 shares of Series A convertible preferred stock (the \" Preferred Stock \") with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the \" Warrant Shares \") for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/0001493152-26-004030-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"2,147,471 shares of the Company’s common stock"},{"label":"Purchaser","value":"the several purchasers named therein, including certain officers, directors and other affiliates of the Company"},{"label":"Consideration","value":"aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share)"}],"fact_type":"equity_issuance"},{"claim_id":"059042c8b29423b7d242d00081b5028e5b7ef488","claim":"Cingulate Inc. issued 973 shares of Series A convertible preferred stock of preferred stock to the several purchasers named therein, including certain officers, directors and other affiliates of the Company for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_excerpt":"On January 27, 2026, Cingulate Inc. (the \" Company \") entered into a securities purchase agreement (the \" Purchase Agreement \") with the several purchasers named therein (the \" Purchasers \"), including certain officers, directors and other affiliates of the Company, for the private placement (the \" Private Placement \") of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the \" Common Stock \"), (ii) 973 shares of Series A convertible preferred stock (the \" Preferred Stock \") with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the \" Warrant Shares \") for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/0001493152-26-004030-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"973 shares of Series A convertible preferred stock"},{"label":"Purchaser","value":"the several purchasers named therein, including certain officers, directors and other affiliates of the Company"},{"label":"Consideration","value":"aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share)"}],"fact_type":"equity_issuance"},{"claim_id":"efcdabdde46a3aa297011c72d9408ae24890d27b","claim":"Cingulate Inc. issued warrants to purchase 1,868,482 shares of Common Stock of warrant to the several purchasers named therein, including certain officers, directors and other affiliates of the Company for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_excerpt":"On January 27, 2026, Cingulate Inc. (the \" Company \") entered into a securities purchase agreement (the \" Purchase Agreement \") with the several purchasers named therein (the \" Purchasers \"), including certain officers, directors and other affiliates of the Company, for the private placement (the \" Private Placement \") of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the \" Common Stock \"), (ii) 973 shares of Series A convertible preferred stock (the \" Preferred Stock \") with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the \" Warrant Shares \") for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/0001493152-26-004030-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"warrants to purchase 1,868,482 shares of Common Stock"},{"label":"Purchaser","value":"the several purchasers named therein, including certain officers, directors and other affiliates of the Company"},{"label":"Consideration","value":"aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share)"}],"fact_type":"equity_issuance"},{"claim_id":"24e8a699a7697dfc3a04a0c71e97b9cc76f179c5","claim":"Cingulate Inc.: Adopted a Certificate of Designation for Series A convertible preferred stock, establishing its terms including stated value, dividend rate, conversion price, and voting rights (effective 2026-01-28).","evidence_excerpt":"On January 28, 2026, following approval by the Board of Directors of the Company, the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of designation (the “ Certificate of Designation ”) for the Preferred Stock.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/0001493152-26-004030-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-01-28"}],"fact_type":"governance_change"},{"claim_id":"668302b7419870bdaf022a24708e3508fd6d57a2","claim":"Cingulate Inc. entered into Securities Purchase Agreement with several purchasers named therein, including certain officers, directors and other affiliates of the Company valued at approximately $12,000,000 (effective 2026-01-27).","evidence_excerpt":"On January 27, 2026, Cingulate Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with the several purchasers named therein (the “ Purchasers ”), including certain officers, directors and other affiliates of the Company, for the private placement (the “ Private Placement ”) of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), (ii) 973 shares of Series A convertible preferred stock (the “ Preferred Stock ”) with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the “ Warrant Shares ”) for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315226004030/0001493152-26-004030-index.htm","confidence":1.0,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"several purchasers named therein, including certain officers, directors and other affiliates of the Company"},{"label":"Value","value":"approximately $12,000,000"},{"label":"Effective","value":"2026-01-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}