Cingulate Inc美股招股说明书(2026-01-12版)

Up to $8,840,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated January 13, 2023, filed as apart of our registration statement on Form S-3 (File No. 333-269104), as supplemented by our prospectus supplements dated January13, 2023, May 5, 2023, March 18, 2024, August 19, 2024, September 3, 2024 and October 15, 2024, or the Prior Prospectus. Thisprospectus supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to theextent that the information herein amends or supersedes the information contained in the Prior Prospectus. This prospectus supplementis not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus, and any future amendments orsupplements thereto. We filed the Prior Prospectus to register the offer and sale of our common stock, par value $0.0001 per share, from time totime pursuant to the terms of that certain At The Market Offering Agreement, or the sales agreement, between H.C. Wainwright & Co.,LLC, or Wainwright, acting as the agent, and us. We are filing this prospectus supplement to amend the Prior Prospectus to update the amount of shares we are eligible to sellunder General Instruction I.B.6. As a result of these limitations and the current public float of our common stock, and in accordancewith the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to$8,840,000 from time to time through Wainwright, which does not include the shares of common stock having an aggregate sales priceof $15,145,503.74 that were sold pursuant to the Prior Prospectus to date. As of January 12, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the publicfloat, was $37,286,229.76, which was calculated based on 7,339,809 shares of our outstanding common stock held by non-affiliates ata price of $5.08 per share, the closing price of our common stock on January 8, 2026. During the 12 calendar months prior to, andincluding, the date of this prospectus, we sold securities with an aggregate market value of $3,588,312.46 pursuant to GeneralInstruction I.B.6. of Form S-3. Our common stock is listed on the Nasdaq Capital Market under the symbol “CING.” On January 12, 2026, the last reportedsale price of our common stock on the Nasdaq Capital Market was $4.87 per share. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACYOF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TOTHE CONTRARY IS A CRIMINAL OFFENSE. H.C. Wainwright & Co. The date of this prospectus supplement is January 12, 2026