Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities

From November 21, 2025 through January 2, 2026, 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 November 21, 2025, the Company issued 73,746 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a value of $3.39 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 December 4, 2025, the Company issued 80,645 shares of Common Stock at a value of $3.72 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 December 15, 2025, the Company issued 62,656 shares of Common Stock at a value of $3.99 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 December 16, 2025, the Company issued 60,591 shares of Common Stock at a value of $4.13 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 December 23, 2025, the Company issued 76,258 shares of Common Stock at a value of $3.93 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 January 2, 2026, the Company issued 72,957 shares of Common Stock at a value of $4.11 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.