Cingulate Inc. Form 8-K Summary
Business Context and Reporting Period
Cingulate Inc. (CING), an emerging growth company incorporated in Delaware, filed this Current Report on Form 8-K dated December 23, 2025. The report covers unregistered sales of equity securities occurring between November 21, 2025, and January 2, 2026. The company's common stock and warrants trade on the Nasdaq Capital Market.
Key Financial Metrics and Transactions
This filing details a series of debt-for-equity exchanges rather than standard operating financial metrics. The company issued a total of 426,853 shares of Common Stock to a lender to settle portions of outstanding debt. The filing does not provide data on revenue, profit, cash flow, margins, or overall liquidity positions.
| Date | Shares Issued | Price Per Share | Total Value |
|---|---|---|---|
| Nov 21, 2025 | 73,746 | $3.39 | $250,000 (approx) |
| Dec 4, 2025 | 80,645 | $3.72 | $300,000 (approx) |
| Dec 15, 2025 | 62,656 | $3.99 | $250,000 (approx) |
| Dec 16, 2025 | 60,591 | $4.13 | $250,000 (approx) |
| Dec 23, 2025 | 76,258 | $3.93 | $300,000 (approx) |
| Jan 2, 2026 | 72,957 | $4.11 | $300,000 (approx) |
| Total | 426,853 | - | - |
Material Changes
The primary material change is the reduction of debt obligations through the issuance of new equity. The share price used for these conversions ranged from $3.39 to $4.13 per share over the reporting period. The filing does not provide comparative data to prior periods for these specific transaction types.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors beyond the standard disclosure of unregistered securities. The transactions were executed under the exemption provided by Section 3(a)(9) of the Securities Act of 1933, which applies to exchanges of securities with existing security holders.
Investor Verification Checklist
- Verify the total amount of debt extinguished by these equity issuances in the company's most recent 10-Q or 10-K.
- Confirm the current total share count and the dilution impact of the 426,853 newly issued shares.
- Review the identity of the lender and any remaining debt obligations to this party.
- Check for any subsequent filings regarding the valuation methodology used for the debt conversion.