Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities

From July 22, 2025 through September 5, 2025, Cingulate Inc. (the "Company") issued the securities described below in transactions that were not registered under the Securities Act of 1933, as amended (the "Securities Act").

On July 30, 2025, the Company issued 58,139 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a value of $5.16 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.

On August 12, 2025, the Company issued 74,074 shares of Common Stock at a value of $4.05 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.

On August 21, 2025, the Company issued 64,102 shares of Common Stock at a value of $3.90 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.

On August 29, 2025, the Company issued 63,451 shares of Common Stock at a value of $3.94 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.

On September 5, 2025, the Company issued 65,963 shares of Common Stock at a value of $3.79 per share to a lender in exchange for a portion of the debt owed to such lender. Such issuance was exempt from registration under 3(a)(9) of the Securities Act.