Cingulate Inc美股招股说明书(2026-03-24版)

Cingulate Inc. Up to $100,000,000Common Stock This prospectus supplement relates to the issuance and sale of our common stock, par value $0.0001 per share, or commonstock, having an aggregate offering price of up to $100,000,000, from time to time through or to our sales agent, A.G.P./AllianceGlobal Partners, or A.G.P. We have entered into an At The Market Sales Agreement, or the sales agreement, with A.G.P. dated March 24, 2026, relatingto shares of our common stock offered pursuant to this prospectus supplement. Sales of our common stock, if any, under this prospectus supplement may be made by any method permitted that is deemedan “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including salesmade directly on or though Nasdaq (as defined below) or any other existing trading market in the United States for our common stock,sales made to or through a market maker other than on an exchange or otherwise, directly to A.G.P. as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any othermethod permitted by law. A.G.P. is not required to sell any specific amount but will act as our sales agent and use commerciallyreasonable efforts to sell on our behalf the shares of common stock requested to be sold by us, consistent with its normal trading andsales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in escrow, trust orsimilar arrangement. A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross proceeds from each sale of shares of ourcommon stock sold pursuant to the Sales Agreement, or the Placement Shares. In connection with the sale of shares of our commonstock on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofA.G.P. will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution toA.G.P. against certain civil liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-9regarding the compensation to be paid to A.G.P. Our common stock and warrants are listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbols “CING” and“CINGW,” respectively. The last reported sale price of our common stock on Nasdaq on March 20, 2026 was $7.38 per share. The lastreported sale price of our warrants on Nasdaq on March 20, 2026 was $.0335 per warrant. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and we have elected to comply withcertain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-4 of this prospectussupplement and the documents incorporated by reference into this prospectus supplement for a discussion of the risks that youshould consider in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Sole Sales Agent A.G.P. The date of this prospectus supplement is March 24, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-10INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-11 ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6THE SECURITIES WE MAY OFFER7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF STOCK WARRANTS11DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF SUBSCRIPTION RIGHTS18DESCRIPTION OF UNITS19FORMS OF SECURITIES20PLAN OF DISTRIBUTION22LEGAL MATTERS26EXPERTS26ADDITIONAL INFORMATION27INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with theSecurities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Each time we conduct an offering to sellsecurities under the accompanying base prospectus we will provide a prospectus supplement that will contain specific informationabout the terms of that offering, including the price, the amount of securities being offered and the plan of distribution. This prospectussupplement describes the specific details regarding this offering and may add, update or change information contained in theaccompanying base prospectus. The base