Cingulate Inc. 8-K

What Happened Cingulate Inc. announced on March 24, 2026 that it entered into an at-the-market (ATM) sales agreement with A.G.P./Alliance Global Partners to offer and sell up to $100,000,000 of its common stock under its Form S-3 shelf (File No. 333-292680) and a prospectus supplement dated March 24, 2026. At the company’s Special Meeting held the same day, stockholders approved the issuance of common stock upon conversion of Series A convertible preferred shares and/or exercise of warrants under the company’s securities purchase agreement dated January 27, 2026.

Key Details

• ATM agreement with A.G.P./Alliance Global Partners allows sales of up to $100,000,000 of common stock in “at-the-market” transactions under the Form S-3 registration.
• Sales agent fee: the company will pay A.G.P. a commission of 3.0% of gross proceeds; A.G.P. may also buy shares as principal or sell in negotiated transactions if separately agreed.
• The company has no obligation to sell any shares and may suspend or terminate the ATM program at any time; A.G.P.’s sales are subject to customary conditions and Nasdaq and regulatory rules.
• Special Meeting vote (Mar 24, 2026) approving the issuance proposal: For 2,758,323; Against 97,941; Abstain 12,372. Adjournment proposal was not needed (For 2,739,924; Against 116,691; Abstain 12,021).

Why It Matters This filing gives Cingulate a flexible financing tool to raise up to $100 million of equity capital over time when market conditions are favorable, while preserving the company’s ability not to sell shares. The shareholder approval clears a Nasdaq-related compliance step for issuing shares tied to prior financing (the Jan 27, 2026 securities purchase agreement). Investors should note dilution risk if and when the company chooses to sell shares under the ATM, the 3.0% sales commission, and that the program’s use is at the company’s discretion.