Welcome to our dedicated page for Cingulate SEC filings (Ticker: CING), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Cingulate Inc. (CING) SEC filings page on Stock Titan provides organized access to the company’s public disclosures as filed with the U.S. Securities and Exchange Commission. As a Nasdaq Capital Market–listed biopharmaceutical company, Cingulate uses its SEC reports to describe progress of its Precision Timed Release™ (PTR™) platform, regulatory milestones for its lead ADHD candidate CTx-1301, and key financing and governance events.
Here you can review Form 8-K current reports that detail material events such as FDA acceptance of the New Drug Application for CTx-1301 with a May 31, 2026 PDUFA target action date, commercial supply agreements with Bend Bio Sciences, purchase agreements with Lincoln Park Capital, and promissory note financings with Avondale Capital. 8-K filings also summarize quarterly earnings press releases, special stockholder meeting results, and executive or board-level changes.
When available, annual reports on Form 10-K and quarterly reports on Form 10-Q provide broader discussion of Cingulate’s business, PTR technology, risk factors, and financial statements. These filings are particularly relevant for understanding the company’s clinical-stage status, R&D spending on CTx-1301 and other candidates in anxiety and neuropsychiatric indications, and its capital structure.
Investors interested in ownership and compensation matters can also monitor proxy statements and, where applicable, Form 4 insider transaction reports to see how directors and officers transact in CING securities. Stock Titan’s platform enhances these documents with AI-powered summaries that explain complex sections, highlight key terms in financing agreements, and surface important dates such as NDA submissions and PDUFA deadlines. Real-time updates from EDGAR ensure that new Cingulate filings, from 8-Ks to periodic reports, appear promptly with plain-language explanations to support deeper analysis of CING’s regulatory and financial disclosures.
Cingulate Inc. director and Chief Executive Officer Shane J. Schaffer reported indirect purchases through Fountainhead Shrugged, LLC. On February 6, 2026, the LLC acquired 6,809 shares of common stock at $5.04 per share, bringing its indirectly held common stock to 10,175 shares, while Schaffer also holds 173 shares directly.
On the same date, Fountainhead Shrugged, LLC acquired warrants for 5,447 shares of common stock at $0.10 per warrant. The filing notes these common shares and warrants were obtained in a private placement and that the warrant becomes exercisable once stockholders approve the private placement, with an expiration 36 months after the exercise date.
Falcon Creek Capital Advisor LLC and affiliated funds disclosed significant ownership stakes in Cingulate Inc. common stock. Falcon Creek Capital Advisor reports beneficial ownership of 2,073,957 shares, representing 19.9% of the outstanding common stock. Falcon Creek Technology Fund I reports 350,195 shares, or 3.3%, and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund reports 1,723,763 shares, or 16.6%. The stake arises from securities acquired under a Securities Purchase Agreement dated January 27, 2026, with related warrants and agreements referenced in multiple exhibits.
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. 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.