false
0001862150
0001862150
2026-06-16
2026-06-16
0001862150
CING:CommonStockParValue0.0001PerShareMember
2026-06-16
2026-06-16
0001862150
CING:WarrantsExercisableForCommonStockMember
2026-06-16
2026-06-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 16, 2026
CINGULATE
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40874 |
|
86-3825535 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1901
W. 47th Place
Kansas
City, KS 66205
(Address
of principal executive offices) (Zip Code)
(913)
942-2300
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
CING |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
| Warrants,
exercisable for common stock |
|
CINGW |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. Regulation FD Disclosure.
On
June 16, 2026, Cingulate Inc. (the “Company”) issued a press release announcing that the United States Patent and
Trademark Office (“USPTO”) issued the Company U.S. Patent No. 12,653,791 (the “Patent”) covering
key aspects of CTx-1301’s formulation and method of use through December 2042. The Company previously announced the USPTO’s
issuance of a Notice of Allowance for the Patent. A copy of the press release announcing the issuance
of the Patent is attached hereto as Exhibit 99.1.
The
information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this Item
7.01 and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such future filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated June 16, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CINGULATE
INC. |
| |
|
|
| Dated:
June 16, 2026 |
By: |
/s/
Shane J. Schaffer |
| |
Name: |
Shane
J. Schaffer |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Cingulate
Issued First U.S. Patent for Lead ADHD Asset CTx-1301
Exclusivity
Extended into December 2042
Kansas
City, Kan., June 16, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed
Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products,
today announced the issuance of its first company-owned U.S. patent covering its lead asset, CTx-1301 (dexmethylphenidate HCl), for the
treatment of Attention Deficit Hyperactivity Disorder (ADHD).
The
patent, issued by the United States Patent and Trademark Office (USPTO) on June 16, 2026, as U.S. Patent No. 12,653,791, protects key
aspects of CTx-1301’s formulation and method of use through December 2042, further strengthening Cingulate’s intellectual
property portfolio surrounding its PTR™ platform.
The
issuance marks the first U.S. patent owned wholly by Cingulate covering CTx-1301 and further strengthens the company’s long-term
intellectual property position as it advances toward potential commercialization.
Titled
“Trimodal, Precision-Timed Pulsatile Release Tablet,” the patent includes composition-of-matter, formulation, structural
and method-of-treatment claims covering CTx-1301’s trimodal Precision Timed Release™ tablet technology. The patented design
enables medication release in three distinct phases throughout the day from a single daily dose and protects key aspects of the tablet’s
architecture, release mechanisms and therapeutic use.
“This
patent represents another important milestone in protecting the technology that differentiates CTx-1301 and underpins our proprietary
Precision Timed Release™ Platform,” said Cingulate CEO Shane J. Schaffer. “As we advance toward potential commercialization,
strengthening our intellectual property portfolio enhances the long-term value of CTx-1301 while supporting our goal of delivering consistent
symptom control throughout the entire active day from a single daily dose.”
In
addition to the U.S. patent, Cingulate currently holds patents in 30 European territories, including the United Kingdom, as well as in
Australia, Canada and Israel. The company also has patent applications pending in Hong Kong and the Republic of Korea.
Cingulate
is developing CTx-1301 and CTx-1302 as once-daily treatments for ADHD, with the goal of providing symptom control throughout the full
active day. Furthermore, Cingulate is developing CTx-2103, to treat anxiety disorders. CTx-2103 contains one of the most widely prescribed
anxiolytic agents which must be taken several times a day. CTx-2103 will be designed as a once-daily, multi-release tablet with clear
differentiation and compelling advantages over standard anxiety treatment options.
About
Attention Deficit/Hyperactivity Disorder (ADHD)
ADHD
is a chronic neurobiological and developmental disorder that affects millions of children and often continues into adulthood. The estimated
market size of the US ADHD market is approximately 100 million annual prescriptions. The condition is marked by an ongoing pattern of
inattention and/or hyperactivity-impulsivity that interferes with functioning or development. In the U.S., over 20 million patients have
been diagnosed with ADHD. Among this group, 12 million are adults and over 8 million are under the age of 17. According to the
CDC, just 53.6 percent of all children and teens with ADHD reported they were actively treating their symptoms with medication
in 2022, with 65-90 percent demonstrating clinical ADHD symptoms that persist into adulthood. Current market trends demonstrate that
adult ADHD prevalence is larger and growing faster than the child and adolescent segments combined.
About
CTx-1301
CTx-1301
(dexmethylphenidate HCl) is a once-daily, multi-core tablet utilizing Cingulate’s proprietary Precision Timed Release™ (PTR™)
platform to deliver three precisely timed releases of active medication across the day. This design aims to provide rapid onset of effect
and entire active-day duration. CTx-1301 is being evaluated for the treatment of ADHD under the FDA’s 505(b)(2) pathway.
About
Precision Timed Release™ (PTR™) Platform Technology
Cingulate
is developing ADHD and anxiety disorder product candidates capable of achieving true once-daily dosing using Cingulate’s innovative
PTR drug delivery platform technology. It incorporates a proprietary Erosion Barrier Layer (EBL) providing control of drug release at
precise, pre-defined times with no release of drug prior to the intended release. The EBL technology is enrobed around a drug-containing
core to give a tablet-in-tablet dose form. It is designed to erode at a controlled rate until eventually the drug is released from the
core tablet. The EBL formulation, Oralogik™, is licensed from BDD Pharma. Cingulate intends to utilize its PTR technology to expand
and augment its clinical-stage pipeline by identifying and developing additional product candidates in other therapeutic areas in addition
to Anxiety and ADHD where one or more active pharmaceutical ingredients need to be delivered several times a day at specific, predefined
time intervals and released in a manner that would offer significant improvement over existing therapies. To see Cingulate’s PTR
Platform, click here.
About
Cingulate Inc.
Cingulate
Inc. (NASDAQ: CING), is a biopharmaceutical company utilizing its proprietary PTR drug delivery platform technology to build and advance
a pipeline of next-generation pharmaceutical products, designed to improve the lives of patients suffering from frequently diagnosed
conditions characterized by burdensome daily dosing regimens and suboptimal treatment outcomes. With an initial focus on the treatment
of ADHD, Cingulate is identifying and evaluating additional therapeutic areas where PTR technology may be employed to develop future
product candidates, including to treat anxiety disorders. Cingulate is headquartered in Kansas City. For more information, visit Cingulate.com.
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, the Company’s
long-term intellectual property position and the potential timing and process for regulatory approval of CTx-1301 and the potential commercialization
of CTx-1301, if approved. 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 18, 2026 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