Cingulate Inc美股招股说明书(2026-04-28版)

Cingulate Inc. This prospectus relates to the offer and resale, from time to time, by the selling stockholders identified in this prospectus (the“selling stockholders”), or their permitted transferees, of up to 4,208,711 shares of our common stock, par value $0.0001 per share (the“common stock”) issued in a private placement (the “Private Placement) pursuant to a securities purchase agreement with the sellingstockholders dated January 27, 2026 (the “Purchase Agreement”), consisting of (i) 2,147,472 shares of common stock (ii) 191,824shares of common stock issued upon conversion of the Series A convertible preferred stock (the “Preferred Stock”); and (iii) 1,869,415shares of common stock issuable upon exercise of a warrant , in each case as further described below under “Description of theTransaction”. The selling stockholders are identified in the table on page 9. We will not receive any proceeds from the sale of the shares ofcommon stock by the selling stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectuswill go to the selling stockholders. However, we will receive the proceeds from any exercise of the warrant if the holders do notexercise the warrant on a cashless basis. See “Use of Proceeds.” The selling stockholders may sell all or a portion of the shares of common stock from time to time in market transactionsthrough any market on which our shares of common stock are then traded, in negotiated transactions or otherwise, and at prices and onterms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, whomay act as agent or as principal or by a combination of such methods of sale. We will pay the expenses incurred in registering theresale of the shares of common stock, including legal and accounting fees. See “Plan of Distribution” beginning on page 15 for moreinformation about how the selling stockholders may sell the shares of common stock being registered pursuant to this prospectus. 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 April 27, 2026 was $5.01 per share. The lastreported sale price of our warrants on Nasdaq on April 27, 2026 was $0.028 per warrant. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject toreduced public company reporting requirements. Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning onpage 5 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of informationthat should be considered 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 passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 28, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING4RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS6THE FALCON CREEK TRANSACTION7USE OF PROCEEDS8SELLING STOCKHOLDER9DESCRIPTION OF SECURITIES11PLAN OF DISTRIBUTION15LEGAL MATTERS17EXPERTS17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE17WHERE YOU CAN FIND MORE INFORMATION18 ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the Securities and Exchange Commission, or SEC,and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and therelated exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find MoreInformation” and “Incorporation of Certain Information by Reference” before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writingprospectuses or amendments thereto. Neither we, nor the selling stockholders, have authorized anyone else to provide you withdifferent information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assumethat the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations andprospects may have changed since that date. Neither we, nor the selling stockholders, are offering to sell or seeking offers to purchase these securities in any jurisdictionwhere the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside t