Cingulate Inc. filings document a clinical-stage biopharmaceutical issuer developing Precision Timed Release™ drug-delivery products, including CTx-1301 for ADHD, alongside its common stock and warrants listed on Nasdaq. Periodic and current reports furnish operating results, business updates, patent notices, FDA-related program disclosures and research-and-development spending context.
The filing record also covers capital-structure actions such as private placements, preferred stock, warrants, unregistered equity issuances, debt exchanges and at-the-market offering agreements. Proxy and 8-K disclosures address shareholder voting matters, Nasdaq rule compliance, board committee composition, officer appointments, employment agreements and other governance events.
Cingulate Inc. filed Pre-Effective Amendment No. 1 to its registration statement to add an updated consent of KPMG LLP. The amendment does not modify the prospectus and leaves the registration statement's effective date delayed until the company files a further amendment specifying effectiveness in accordance with Section 8(a) of the Securities Act.
Cingulate Inc. files a prospectus to register up to 3,500,000 shares of common stock that it may elect to issue and sell to Lincoln Park Capital Fund, LLC under a purchase agreement, for resale by Lincoln Park. The prospectus also reflects registration of 6,000,000 shares in total, which includes previously registered and issued shares.
The Purchase Agreement permits Cingulate to sell up to $25.0 million of common stock to Lincoln Park over a 36-month term, subject to a Beneficial Ownership Cap of 4.99% (increaseable to 9.99% with notice). The company will control timing and amount of any sales to Lincoln Park and will receive proceeds only for shares it elects to sell to Lincoln Park under the Purchase Agreement.
Cingulate Inc. is a biopharmaceutical company developing next‑generation, once‑daily treatments using its Precision Timed Release (PTR) platform. Its lead ADHD candidate, CTx‑1301, has an NDA under FDA review with a PDUFA target action date of May 31, 2026.
CTx‑1301 aims to provide rapid onset within 30 minutes and full active‑day coverage, potentially avoiding afternoon booster doses. The company is also advancing ADHD candidate CTx‑1302 and anxiety candidate CTx‑2103, both built on the same PTR technology, and holds patents expected to provide protection into the 2030s and early 2040s.
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. executive Raul R. Silva, EVP and CSO, received a grant of 4,526 shares of common stock on March 9, 2026 as part of his 2025 bonus under the company’s 2021 Omnibus Equity Incentive Plan. To cover tax obligations on this grant, 1,828 shares were withheld by the company, a non-market, tax-withholding transaction. After these entries, Silva directly holds 4,645 Cingulate common shares.
Cingulate Inc. chief executive Shane J. Schaffer reported a stock-based compensation event. He received 6,862 shares of common stock on 2026-03-09 under Cingulate’s 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus. To cover tax obligations on this grant, 2,959 shares were withheld, which reduced his directly held common stock to 4,076 shares after these transactions.
In addition to these direct holdings, the report lists 10,175 shares of common stock held indirectly through Fountainhead Shrugged, LLC. Schaffer disclaims beneficial ownership of these indirectly held shares except to the extent of his pecuniary interest.
Cingulate Inc. reported that EVP and CFO Jennifer L. Callahan received a grant of 15,329 shares of common stock on March 9, 2026 as part of her 2025 bonus under the 2021 Omnibus Equity Incentive Plan. Of this grant, 6,427 shares were withheld to cover tax obligations, leaving her with 13,961 shares of common stock held directly after these transactions. The activity reflects a compensation-related stock award combined with tax withholding, not an open-market purchase or sale.
Cingulate Inc. executive Nilay Dahyabhai Patel, EVP, CLO and CCO, received a grant of 5,475 shares of common stock on March 9, 2026. The shares were awarded under Cingulate’s 2021 Omnibus Equity Incentive Plan as part of Patel’s 2025 bonus. To cover related tax obligations, 2,086 shares otherwise issuable were withheld, leaving Patel with 3,389 shares of common stock held directly after these transactions.
Cingulate Inc. reported that EVP and Chief Medical Officer Matthew Brams received a grant of 4,526 shares of common stock on March 9, 2026. The shares were granted under the company’s 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus.
On the same date, 1,025 shares of common stock were withheld to cover his tax obligations related to this grant. After these transactions, Brams directly holds 8,157 shares of common stock. The withholding is a tax payment mechanism, not an open-market sale.
Cingulate Inc. is holding a virtual special stockholder meeting on March 24, 2026 to vote on approving the issuance of common stock tied to a recent private financing and on a possible adjournment of the meeting if votes are insufficient.
The vote would allow conversion of 954 shares of 12% Series A convertible preferred stock and the exercise of a warrant for 1,869,415 common shares, following a $12.0 million private placement that also included 2,147,472 common shares. At a $5.04 conversion and exercise price, this could add about 189,286 conversion shares plus the warrant shares, totaling roughly 19.1% of post‑placement shares.
The lead investor group, managed by Falcon Creek, acquired 2,049,222 common shares, all preferred shares and most warrant shares in the deal and could own about 32.7% of common stock on an as‑converted basis, with the right to designate two of seven directors if stockholders approve the issuance. If the proposal fails, the preferred stock continues accruing 12% annual cumulative dividends and retains its liquidation preference, the warrants cannot be exercised, and the company must call additional meetings every three months until approval.