Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement

Securities Purchase Agreement

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). The shares of Common Stock, the shares of Preferred Stock, and the Warrant Shares are referred to collectively as the Securities.

The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and other obligations of the parties. The representations, warranties, covenants and agreements contained in the Purchase Agreement reflect negotiations between the parties to the Purchase Agreement and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the Purchase Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. As such, the representations and warranties in the Purchase Agreement may not describe the actual state of affairs at the date they were made, or at any other time, and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information.

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling the Securities. The Securities were offered without any general solicitation by the Company or its representatives. The Securities sold and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.

The Purchase Agreement also provides that the Company will file a registration statement with the Securities and Exchange Commission (the "SEC") on or prior to the 60^th calendar day following the closing date of the Private Placement (subject to certain exceptions) for purposes of registering the resale of the Securities (the "Registration Statement"), to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Purchase Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) the date that the all of the Securities may be sold under Rule 144 without any manner of sale or volume limitations.

Subject to the satisfaction of customary closing conditions, the Company intends to close the Private Placement and issue the Securities on or before February 2, 2026.