Cingulate Inc SEC Filings

Cingulate Inc. entered into a private placement with several investors, including certain officers and directors, to raise approximately $12,000,000. The deal includes 2,147,471 common shares, 973 shares of Series A convertible preferred stock with a $1,000 stated value, and warrants to buy 1,868,482 common shares. The combined price is $5.14 per common share, including $0.10 per warrant share, and the company plans to use the net proceeds for working capital and general corporate purposes.

The Series A preferred carries a 12.0% annual cumulative dividend on its stated value and will automatically convert into common stock at a $5.04 conversion price after stockholder approval. Investors receive warrants exercisable at $5.04 per share. Cingulate agreed to file a resale registration statement within 60 days of closing. Falcon Creek may designate up to two of seven board members, subject to ownership thresholds, while investors accept a 180-day lock-up and a 24‑month standstill that limits their ownership to 40% on an as-converted basis.

On January 12, 2026, Cingulate Inc. increased the maximum aggregate amount of common stock it may sell under its at-the-market offering agreement with H.C. Wainwright & Co., LLC from $23,536,658 to $31,936,658 and filed a new prospectus supplement covering $8,840,000 of shares. This expands the company’s capacity to raise cash over time by issuing shares into the market.

Cingulate previously sold common stock with an aggregate sales price of $15,145,503.74 under the same agreement. The company also filed a legal opinion from Lowenstein Sandler LLP confirming the validity of the shares covered by the current prospectus supplement.

Cingulate Inc. registers up to $200,000,000 of securities on a replacement shelf registration statement, enabling future offerings over time. The mixed shelf may include common stock, preferred stock, warrants, debt securities, subscription rights and units, in one or more separate offerings, with terms set by market conditions at each issuance. The filing carries forward $84,854,496 of unsold securities from a 2023 shelf under SEC Rule 415(a)(6). As of January 12, 2026, Cingulate’s public float was $37,286,229.76, limiting sales under this prospectus to no more than one-third of that amount in any 12‑month period while the float remains below $75,000,000, and it has sold $3,588,312.46 pursuant to this rule in the prior 12 months. Cingulate is a biopharmaceutical company developing once‑daily ADHD and anxiety treatments based on its Precision Timed Release platform, and prior audited financials include a going‑concern explanatory paragraph reflecting losses and negative operating cash flows.

The company with Nasdaq symbol CING filed a prospectus supplement that permits at-the-market sales of its common stock with an aggregate offering price of up to $8,840,000 through H.C. Wainwright & Co. under an existing sales agreement. This updates the capacity available under Form S-3 General Instruction I.B.6 and follows earlier sales of common stock with an aggregate sales price of $15,145,503.74 under the prior prospectus.

As of January 12, 2026, the public float was $37,286,229.76, based on 7,339,809 shares held by non-affiliates at a price of $5.08 per share, while the last reported sale price on the Nasdaq Capital Market was $4.87 per share. Over the 12 months up to this supplement, the company sold securities with an aggregate market value of $3,588,312.46 under the same Form S-3 instruction.

Cingulate Inc. reinstated Shane J. Schaffer as Chief Executive Officer effective December 15, 2025, ending the administrative leave that began in August 2025 due to a personal legal matter. John A. Roberts will no longer serve as Executive Chairman but remains Chairman of the Board, while Jennifer L. Callahan returns to focusing solely on her role as Chief Financial Officer.

The company states that the original charge against Dr. Schaffer was dismissed, an amended misdemeanor complaint was filed, and he pled no contest and received 12 months’ probation. On the same date, Cingulate Therapeutics LLC and Dr. Schaffer entered into an Amended and Restated Employment Agreement that restores his base salary, tightens the definition of “Cause” to include any court-determined probation violation and removes certain willfulness requirements, lowers the Board approval threshold for a cause termination from 80% to a majority, and reduces his lump-sum severance to one times base salary and annual target bonus, or one and one half times if terminated within 12 months after a change in control.

Cingulate Inc. reported a wider Q3 2025 net loss and highlighted liquidity needs as it advances its lead ADHD candidate. The company posted a net loss of $7,341,062 for the quarter, driven by higher research and development $2,848,544 and general and administrative $3,147,291 expenses. Cash and cash equivalents were $6,118,710 as of September 30, 2025.

Stockholders’ equity stood at $3,473,686, with total liabilities of $7,045,206. Operating cash outflow for the first nine months was $13,647,893. Subsequent to quarter end, the company raised debt proceeds of $6,000,000 under a new Avondale note at 9% and continued share sales under its Lincoln Park and ATM programs. Management states cash is expected to fund operations into the second quarter of 2026 and estimates it will need approximately $9,000,000 of additional capital to support commercialization efforts through the PDUFA target action date.

The FDA accepted the NDA for CTx‑1301 with a PDUFA target action date of May 31, 2026. Shares outstanding were 6,757,070 as of November 11, 2025.

Cingulate Inc. (CING) furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025 and a business update. The materials were provided under Item 2.02 and are deemed furnished, not filed, which limits liability under Section 18 of the Exchange Act. The press release is included as Exhibit 99.1; the cover page Inline XBRL data file is listed as Exhibit 104.

Cingulate Inc. (CING) reported an insider equity grant. On 09/30/2025, EVP and CSO Raul Silva received a stock option covering 7,334 shares of common stock at an exercise price of $3.92, expiring 09/30/2035. The filing lists transaction code “A,” indicating an award. The option was granted pursuant to Dr. Silva’s Employment Agreement, as amended, and is held directly. Following the grant, 7,334 derivative securities were beneficially owned.

Cingulate Inc. (CING) reported a Form 4 showing its Chief Commercial Officer received a stock option grant to purchase 30,000 shares at an exercise price of $3.8 on 11/03/2025.

The option expires on 11/03/2035 and vests 25% on the one-year anniversary of the grant date, with the remaining shares vesting in substantially equal monthly installments over the following 36 months. Following the grant, 30,000 derivative securities were beneficially owned, held directly.