Cingulate Announces the Closing of a $12 Million Private Placement Priced At-the-Market Under Nasdaq Rules
Rhea-AI Summary
Cingulate (NASDAQ: CING) closed a $12.0 million at-the-market PIPE financing priced at the Nasdaq closing price of $5.04 per share on January 26, 2026, led by affiliates of Falcon Creek Capital.
Investors agreed to a 180-day lock-up, the deal includes 80% warrant coverage, convertible preferred stock that accrues 12% annualized interest, and warrants with a three-year term; Falcon Creek may designate up to two board members.
Positive
- Raised $12.0 million gross proceeds
- Investors agreed to a 180-day lock-up
- Proceeds earmarked to support CTx-1301 commercial launch
- Strategic investor board designation strengthens governance alignment
Negative
- Convertible preferred accrues 12% annualized interest
- Warrants with 80% coverage present meaningful dilution risk
- Total potential proceeds up to $21.4 million implies further issuance
News Market Reaction – CING
In the Feb 17 session, CING declined 3.00%, reflecting a moderate negative market reaction. Argus tracked a peak move of +11.0% during that session. Argus tracked a trough of -2.1% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Nov 18 | Pipeline and update | Positive | +1.2% | 3Q25 progress update, FDA NDA acceptance and positive pediatric Phase 3 data. |
| Nov 13 | Earnings and update | Negative | -12.4% | Q3 2025 loss, liquidity needs, financing and plans to raise more capital. |
| Nov 10 | Management and funding | Positive | -2.7% | New Chief Commercial Officer, NDA acceptance and $6M financing to extend runway. |
| Oct 28 | Phase 3 results | Positive | -3.2% | Positive Phase 3 efficacy data for CTx-1301 and PDUFA fee waiver. |
| Oct 23 | Conference selection | Positive | -1.9% | CTx-1301 Phase 3 data selected for podium presentation at AACAP meeting. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent positive pipeline and corporate updates have often seen muted or negative next-day price moves, indicating a tendency for the stock to sell off or underreact to good news.
Over the last few months, Cingulate has advanced CTx-1301 with positive Phase 3 data, NDA acceptance, and a May 31, 2026 PDUFA date. It has repeatedly raised capital, including a $6.0M promissory note and other financings, to extend cash runway into Q2 2026 while building commercial infrastructure with a new Chief Commercial Officer and the Indegene partnership. The current private placement continues this pattern of funding clinical and pre-launch activities for CTx-1301.
Key Terms
private investment in public equity (pipe) financial
warrants financial
preferred stock financial
lock-up financial
section 4(a)(2) regulatory
regulation d regulatory
resale registration statement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
KANSAS CITY, Kan., Feb. 17, 2026 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company advancing next-generation treatments for ADHD and other CNS disorders, today announced the successful closing of a
“This long-term financing from life science–focused institutional investors represents strong validation of our strategy, our technology, and the significant commercial opportunity ahead. The transaction included insider participation underscoring our confidence in the value we are building and our commitment to standing shoulder-to-shoulder with our shareholders,” said Cingulate CEO Shane J. Schaffer. “The at-the-market pricing, six-month investor lock-up, and
The PIPE was completed at the closing price of
All investors participating in the PIPE financing have agreed to a 180-day lock-up period, further aligning long-term investor interests and reinforcing confidence in the Company’s execution through key upcoming milestones.
The financing proceeds will support general operations as the company works toward a critical milestone—the commercial launch of CTx-1301, subject to FDA approval. In connection with the PIPE financing, Falcon Creek Capital received the right to designate up to two members of Cingulate’s board of directors, the first of which will be former Cingulate board member, Jeff Hargroves. Mr. Hargroves brings extensive pharmaceutical experience and a strong understanding of Cingulate’s strategic priorities and operations. Mr. Hargroves was also a significant participant in the PIPE financing.
The securities were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D and have not been registered under the Securities Act or applicable state securities laws. The Company has agreed to file a resale registration statement covering the shares issued and issuable in the transaction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Transaction Summary
- PIPE Size:
$12 million gross proceeds - All investors in the PIPE financing are subject to a 180-day lock-up period pursuant to the definitive transaction documents
- Total Potential Proceeds: Up to
$21.4 million - Pricing: Nasdaq closing price on January 26, 2026 of
$5.04 per share - Preferred Stock: Convertible upon stockholder approval; accrues
12% annualized interest until conversion - Warrants: Exercisable upon stockholder approval; three-year term.
About ADHD
Attention-Deficit/Hyperactivity Disorder (ADHD) is a chronic neurodevelopmental condition affecting approximately 20 million individuals in the United States, including 8 million children and 12 million adults. While stimulant medications remain the standard of care, existing extended-release products fail to provide consistent, entire active-day symptom control, often requiring multiple doses.
About CTx-1301
CTx-1301 is a once-daily, multi-core tablet utilizing Cingulate’s proprietary Precision Timed Release™ (PTR™) platform to deliver three precisely timed releases of dexmethylphenidate across the day. The candidate is being evaluated under the FDA’s 505(b)(2) regulatory pathway for the treatment of ADHD.
In October 2025, the FDA accepted Cingulate’s NDA for review and assigned a PDUFA target action date of May 31, 2026. NDA acceptance indicates that the submission is sufficiently complete for substantive review and does not imply approval or guarantee any specific outcome.
About Cingulate Inc.
Cingulate Inc. (NASDAQ: CING) is a biopharmaceutical company leveraging its proprietary Precision Timed Release™ (PTR™) platform to develop next-generation pharmaceutical products designed to improve outcomes in conditions marked by suboptimal therapeutic coverage and burdensome dosing schedules. The Company’s lead candidate, CTx-1301, is in commercial-stage development for ADHD, with additional pipeline programs targeting anxiety and other neuropsychiatric indications. Cingulate is headquartered in Kansas City, Kansas.
About Falcon Creek Capital
Falcon Creek Capital Advisor LLC is a specialized investment firm focused on public and private equity investments in the life sciences, healthcare, and technology sectors. The firm is known for its disciplined, long-term investment approach and for partnering with companies at pivotal inflection points, providing structured capital solutions that support commercialization, growth initiatives, and pipeline expansion. Falcon Creek Capital combines public market expertise with an active, collaborative approach to governance and strategic execution.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to product development, clinical studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities and other statements that are predictive in nature. Specifically, these statements include, but are not limited to, statements regarding our expected cash runway, the potential approval and commercialization of CTx-1301, the potential PDUFA date of May 31, 2026, anticipated capital needs and financing plans, designation of Frederick Jiang as a board observer, and subject to stockholder approval, as a director, the long-term investment strategy of Falcon Creek and potential proceeds from the exercise of warrants. These statements are generally identified by the use of such words as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,” “expect,” “intend,” “plan,” “continue,” “outlook,” “will,” “potential” and similar statements of a future or forward-looking nature. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on March 27, 2025 and our other filings with the SEC. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Investor & Media Relations:
Thomas Dalton
Vice President, Corporate and Government Relations, Cingulate
tdalton@cingulate.com
(480) 529-5434
