---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-006942"
form_type: "8-K"
ticker: "CING"
cik: "0001862150"
company_name: "Cingulate Inc."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:32:56.698322+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Cingulate closes $12M PIPE financing, appoints Jeff Hargroves to board and converts debt

## Summary
- Cingulate completed $12M private placement led by Falcon Creek Capital at $5.04 per share with 80% warrant coverage
- Jeff Hargroves appointed as Class I director and to Audit, Compensation, and Nominating committees
- Company issued 25,786 shares at $6.16 per share to a lender in exchange for debt under Section 3(a)(9)
- All PIPE investors subject to 180-day lock-up; total potential proceeds up to $21.4 million
- FDA PDUFA target date for CTx-1301 ADHD treatment set for May 31, 2026

## SEC filing metadata
- accession: 0001493152-26-006942
- form_type: 8-K
- ticker: CING
- cik: 0001862150
- company_name: Cingulate Inc.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.02, 5.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1862150/000149315226006942/0001493152-26-006942-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1862150/000149315226006942/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-006942
- JSON: https://secwatch.observer/filing/0001493152-26-006942.json
- Plain text: https://secwatch.observer/filing/0001493152-26-006942.txt

## Key facts
- Equity Issuances
  Cingulate Inc. issued 25,786 shares of common stock to a lender for in exchange for a portion of the debt owed.
  - Security: common stock
  - Shares: 25,786 shares
  - Purchaser: a lender
  - Consideration: in exchange for a portion of the debt owed
  source text: On February 6, 2026, Cingulate Inc. (the “ Company ”) issued 25,786 shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), at a value of $6.16 per share to a lender in exchange for a portion of the debt owed to such lender.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315226006942/0001493152-26-006942-index.htm
- Equity Issuances
  Cingulate Inc. issued units consisting of convertible preferred stock and warrants of unit to certain affiliates of Falcon Creek Capital Advisor LLC and other institutional investors for $12 million gross proceeds.
  - Security: unit
  - Shares: units consisting of convertible preferred stock and warrants
  - Purchaser: certain affiliates of Falcon Creek Capital Advisor LLC and other institutional investors
  - Consideration: $12 million gross proceeds
  source text: Cingulate Announces the Closing of a $12 Million Private Placement Priced At-the-Market Under Nasdaq Rules KANSAS CITY, Kan., February 17, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company advancing next-generation treatments for ADHD and other CNS disorders, today announced the successful closing of a $12 million private investment in public equity (PIPE) financing, led by certain affiliates of Falcon Creek Capital Advisor LLC (“Falcon Creek Capital”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315226006942/0001493152-26-006942-index.htm

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