Every 8-K that Cingulate Inc. (CING) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CING and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CING filings page.
Cingulate Therapeutics LLC, Cingulate Inc.’s wholly owned subsidiary, entered Amendment No. 2 to the employment agreement with Matthew N. Brams, Executive Vice President and Chief Medical Officer, effective September 30, 2026. The amendment extended the Trial Period for Mr. Brams’ full-time employment from September 30, 2026, to December 31, 2026. The employment agreement was effective January 1, 2026.
Cingulate Inc. reported second quarter 2026 results and detailed progress on its lead ADHD candidate CTx-1301 and commercialization plans. Cash and cash equivalents were $28.4 million as of June 30 2026, up from $11.0 million at year-end 2025, driven by a $12.0 million private placement and $19.0 million raised via an at-the-market program and a purchase agreement, partially offset by $12.8 million of operating cash use. Working capital rose to $21.6 million, and the company believes this cash will fund operations into mid-2027.
R&D expenses fell to $1.5 million for the quarter, down 44.9% year over year, while SG&A expenses increased to $3.9 million, up 101.5%, reflecting commercial readiness investments. Net loss was $5.9 million for the quarter and $15.2 million for the first half of 2026. Total stockholders’ equity increased to $23.5 million.
Regulatory efforts continue after an FDA Complete Response Letter on June 1 2026 requesting additional CMC information for the CTx-1301 NDA, with no new clinical safety or efficacy concerns cited. Cingulate plans to resubmit the NDA as promptly as practicable, has secured a new U.S. patent protecting CTx-1301 through December 2042, and expanded launch infrastructure through agreements with Prasco, Indegene, and IQVIA.
Cingulate Inc. announced a leadership and organizational change. On July 17, 2026, the Board of Directors determined to eliminate the position of Chief Legal Officer. As a result, Nilay Patel will no longer serve as an officer of the company, effective August 3, 2026, defined as the Separation Date.
His termination will be treated as a termination without cause under his existing employment agreement with the company. Cingulate stated that it does not intend to hire a replacement for the Chief Legal Officer role, indicating that the responsibilities will be addressed without reinstating this executive position.
Cingulate Inc. held its 2026 Annual Meeting on July 9, 2026, where stockholders approved Amendment No. 3 to the 2021 Omnibus Equity Incentive Plan, increasing shares of common stock authorized for issuance under the plan by 625,000 to a total of 2,221,126 shares.
The Board reduced its size to five directors, appointed Chief Executive Officer Shane Schaffer as chairman, and named director Jeff Hargroves as lead independent director. Committee leadership was reorganized, with Zhanpeng “Frederick” Jiang chairing the Audit Committee, Hargroves chairing the Nominating and Corporate Governance Committee, and Bryan Lawrence chairing the Compensation Committee. Stockholders elected Hargroves as a Class II director and ratified KPMG LLP as independent registered public accounting firm for 2026, while also approving but not using authority to adjourn the meeting.
Cingulate Inc. reported two corporate updates. Its subsidiary Cingulate Therapeutics LLC amended the employment agreement with Executive Vice President and Chief Medical Officer Matthew N. Brams, extending his full-time employment trial period from June 30, 2026 to September 30, 2026. The company also announced it has been added to the Russell 3000E® Index, which tracks the performance of approximately 4,000 of the largest investable U.S. equities and is fully reconstituted each June. The press release highlights Cingulate’s focus on its lead ADHD candidate CTx-1301 and its proprietary Precision Timed Release platform, which is designed to deliver medication in multiple timed doses over the day.
Cingulate Inc. announced issuance of a new U.S. patent protecting its lead ADHD treatment candidate CTx-1301 through December 2042. Granted as U.S. Patent No. 12,653,791, it covers key aspects of the drug’s trimodal Precision Timed Release tablet formulation and method of use.
The patent is the first U.S. patent owned wholly by Cingulate for CTx-1301 and further strengthens the company’s intellectual property around its PTR platform as it moves toward potential commercialization. Cingulate also holds related patents across 30 European territories and in Australia, Canada and Israel, with additional applications pending.
Cingulate Inc. reported that the FDA has issued a Complete Response Letter for its New Drug Application for CTx-1301, a once-daily ADHD treatment. The letter centers on specific Chemistry, Manufacturing and Controls information requests and currently does not raise concerns about clinical safety or efficacy.
The company plans a prompt resubmission to address the FDA’s requests and continue pre-commercial work. Management highlights nearly $30 million in cash reserves, which they believe is enough to complete the additional CMC work, support resubmission, and fund activities into 2027.
Cingulate Inc. reported planned changes to its Board of Directors. Class II directors Jeff Ervin and Jay Roberts will not seek re-election when their terms expire at the Company’s 2026 Annual Meeting of Stockholders, as the company moves to reduce the size of the Board.
On May 18, 2026, the Board accepted the resignation of Class I director Jeff Hargroves and immediately re-appointed him as a Class II director to align director classes with the company’s certificate of incorporation. The Board intends to reduce the Board to five directors, appoint a new chairman on the meeting date, and has nominated Mr. Hargroves to stand for election as a Class II director alongside existing Class I directors Peter Werth and Frederick Jiang.
Cingulate Inc. reported first quarter 2026 results and highlighted progress toward launching its lead ADHD drug candidate, CTx-1301. Cash and cash equivalents were $25.9 million as of March 31, 2026, up $14.9 million from year-end, largely from a $12.0 million private placement and use of at-the-market and stock purchase agreements. Working capital rose to $17.0 million, and total stockholders’ equity increased to $18.9 million from $2.5 million.
R&D expenses were $2.2 million, down 1.8% year over year as clinical studies wound down, while general and administrative expenses rose to $5.7 million from $1.5 million, reflecting commercial infrastructure build-out for CTx-1301. Net loss widened to $9.3 million from $3.9 million, driven mainly by higher G&A and changes in derivative fair value and interest expense.
The FDA is reviewing the New Drug Application for CTx-1301, with a PDUFA target action date of May 31, 2026. Cingulate continues to respond to manufacturing and CMC information requests while preparing for commercialization, including AI-enabled marketing, payer and distribution planning, manufacturing scale-up, and a sales-force agreement with IQVIA. Management believes current resources support operations into 2027.
Cingulate Inc. appointed Zhanpeng “Frederick” Jiang to its Board of Directors as a Class I director effective March 27, 2026. He will serve until the 2028 annual meeting of stockholders, subject to earlier departure under standard conditions and terms linked to a previously filed securities purchase agreement.
Mr. Jiang joins the Audit, Compensation, and Nominating and Corporate Governance Committees, each of which has been reconstituted to include him. The Board determined he is independent under Nasdaq Listing Rule 5605, which is important for committee composition and corporate governance standards.
Under the Non-Employee Director Compensation Program, Mr. Jiang received an option to purchase 15,000 shares of common stock at the Nasdaq last reported sale price on the grant date. The option vests in two equal installments over one year. He will also receive annual cash retainers totaling $56,500 for Board and committee service.
Cingulate Inc. entered into an at-the-market equity sales agreement with A.G.P./Alliance Global Partners, allowing the company to sell common stock over time for aggregate gross proceeds of up to $100,000,000. A.G.P. will act as sales agent for these Nasdaq Capital Market transactions and receive a 3.0% commission on any shares sold.
Separately, stockholders at a special meeting approved issuing common stock upon conversion of Series A Convertible Preferred Stock and/or exercise of warrants under a January 27, 2026 securities purchase agreement, satisfying Nasdaq Listing Rule 5635(b) requirements. A related proposal to permit adjournment was also approved but ultimately not used.
Cingulate Inc. reported a larger full-year 2025 net loss of $22.4 million, up from $16.6 million, as general and administrative costs rose with pre-commercialization spending. Research and development expenses were $9.8 million, slightly above 2024, reflecting regulatory and manufacturing work on lead ADHD candidate CTx-1301.
Cash and cash equivalents were $11.0 million as of December 31, 2025, and the company expects its cash to fund operations into late fourth quarter of 2026 under its current plan. In February 2026, Cingulate closed a $12 million at-the-market PIPE financing with a 180‑day investor lock-up and board designation rights for Falcon Creek Capital.
Strategically, Cingulate advanced CTx-1301 with U.S. and European patent protection expected through May 2042 and FDA acceptance of its NDA, including a PDUFA target action date of May 31, 2026. A recent U.S. Notice of Allowance and granted European patent strengthen the intellectual property estate as the company prepares commercial manufacturing, market access, and distribution ahead of a potential launch.
Cingulate Inc. completed a $12 million private investment in public equity (PIPE) financing priced at the Nasdaq closing price of $5.04 per share on January 26, 2026, with 80% warrant coverage and potential total proceeds of up to $21.4 million. All PIPE investors agreed to a 180-day lock-up, and the company plans to use the funds to support operations as it moves toward the potential commercial launch of CTx-1301, subject to FDA approval. Separately, Cingulate issued 25,786 common shares at $6.16 per share to a lender in exchange for a portion of outstanding debt and appointed Jeff Hargroves to its Board and key committees, with equity and cash compensation under its director program.
Cingulate Inc. reported multiple unregistered issuances of common stock from January 6 to February 5, 2026, exchanging shares with a lender to retire portions of outstanding debt. Individual transactions included 68,965 shares at $4.35 per share on January 6 and 41,597 shares at $6.01 per share on February 5.
The company also completed a portion of a previously announced private placement on February 6, 2026, receiving gross proceeds of $6.5 million. Cingulate expects to close the remaining $5.5 million of this private placement as soon as practicable after satisfying closing conditions.
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. 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. (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) entered a financing on November 7, 2025, issuing an unsecured promissory note to Avondale Capital for a $6,570,000 principal amount that carries a 9% annual interest rate and matures in 18 months. The note was sold at a $540,000 original issue discount, generating $6,000,000 in cash proceeds for working capital and general corporate purposes.
Beginning May 7, 2026, the lender may redeem portions of the note up to $660,000 per month. The company may defer up to two redemptions for 30 days each before receiving an FDA “complete response letter,” with each deferral increasing the outstanding balance by 1%. If the note remains outstanding 90 days after its effective date, a monitoring fee applies per a formula tied to the then-outstanding balance.
Subsidiaries provided guarantees. The agreement includes customary defaults; certain defaults permit increases to the outstanding balance by 15% (Major Trigger) or 5% (Minor Trigger), each up to three times, and default interest up to 22% per year. Covenants restrict variable-rate transactions, include a most-favored-nation feature on future debt, allow prepayment, and give the lender an option (with company consent) to reinvest up to $5,000,000 on the same terms.
Cingulate Inc. announced a regulatory milestone: the FDA has accepted for review the New Drug Application for CTx-1301 (dexmethylphenidate), the company’s lead candidate for treating ADHD in children and adults. The FDA assigned a PDUFA target action date of May 31, 2026, setting the timeline for a decision after the agency’s standard review process. This step moves CTx-1301 into formal evaluation but does not indicate approval.
Cingulate Inc. reported the results of a Special Meeting of Stockholders held on September 25, 2025. Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of more than 20% of the company’s issued and outstanding common stock under a purchase agreement with Lincoln Park Capital Fund, LLC. This approval gives the company the stockholder authorization it needs to use that agreement for future share issuances.
For this Issuance Proposal, 1,597,394 shares were voted in favor, 213,885 against, and 9,561 abstained. Stockholders also approved a proposal to adjourn the Special Meeting if additional time were needed to secure votes on the Issuance Proposal, with 1,795,696 shares for, 125,763 against, and 19,805 abstentions, though adjournment was ultimately not required.