8-K - Cingulate Inc. | StockGist

AI Analysis

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Cingulate Inc. completed the second closing of a $12 million private placement on February 13, 2026, issuing equity securities and appointing Jeff Hargroves to its Board of Directors and committees. The company also issued 25,786 shares of common stock to a lender on February 6, 2026, in exchange for debt.

Key Takeaways

1Private Placement second closing on February 13, 2026, for $5.5 million, totaling $12.0 million aggregate gross proceeds.

2Issued 25,786 shares of common stock at $6.16 per share to lender on February 6, 2026, exempt under Section 3(a)(9).

3Appointed Jeff Hargroves as Class I director effective February 13, 2026, with Audit, Compensation, and Nominating Committee roles.

4Jeff Hargroves to receive option for 15,000 shares, $40,000 annual Board retainer, and committee retainers.

5PIPE priced at $5.04 per share (Nasdaq close January 26, 2026) with 80% warrant coverage and 180-day investor lock-up.

6Falcon Creek Capital affiliates led PIPE and gained board designation rights.

Current Report Details

Event Type

Management Change+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

3.02

. Unregistered Sales of Equity Securities On February 6, 2026, Cingulate Inc. (the “ Company ”) issued 25,786 shares of the Company’s common stock, par value $0

Securities Issuance

$6.16

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 1

Management Change

$40.0K$7.5K$5.0K$4.0K

7.01

and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

Regulation Fd

8.01

. Other Events. On February 13, 2026, the Company completed the second and final portion of the Private Placement for gross proceeds of an additional $5.5 milli

Other Event

$12.0M

9.01

. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press Release of Cingulate Inc., dated February 17, 2026 104 Cover Page Interact

Exhibits Only

Source Document

Executive & Director Changes

Jeff Hargroves

Class I Director, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee

Appointed

Effective: 2026-02-13

Exhibits (2)

8-K

99.1

EX-99.1