SEC Form 4 · accession 0001493152-26-027794
Cingulate Inc. · CING
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Jeffrey Hargroves
Director
Period of report
Feb 13, 2026
Accepted (ET)
Jun 8, 2026 · 7:02 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001862150
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 13, 2026 | P | 97,276 | $5.04 | A | 97,468 | I | By Hargroves Family Investments, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF1,F2,F3 | $5.04 | Feb 13, 2026 | P | 77,821 | A | Mar 24, 2026 | Mar 24, 2029 | Common Stock | 77,821 | 77,821 | I |
| Stock Option (right to Buy)F1,F4 | $6.85 | Mar 9, 2026 | A | 15,000 | A | — | Mar 9, 2036 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1This Form 3 filing was delayed due technical difficulties in obtaining the reporting person's EDGAR filing codes. The reporting person's beneficial ownership has been reported under the caption "Security Ownership of Certain Beneficial Owners and Management" in the registrant's SEC filings made since February 13, 2026.
- F2Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026.
- F3Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4The option vests as follows: 50% on the six-month anniversary of the date of grant and the remaining shares on the twelve-month anniversary of the date of grant.