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. 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.
Cingulate Inc. is asking shareholders to approve the issuance of common stock that would result from conversion of its Series A Convertible Preferred Stock and/or exercise of warrants issued in a private placement under a Purchase Agreement dated January 27, 2026.
The Private Placement raised aggregate gross proceeds of approximately $12,000,000 and closed in February 2026. Upon approval, conversion of the Preferred Stock would initially issue 193,056 common shares and exercise of the Warrant could issue 1,868,481 common shares for aggregate cash proceeds on exercise of $9,417,144. The Company had 8,150,578 shares outstanding as of the record date and reported 10,251,251 shares outstanding after the last closing of the Private Placement.
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.’s SVP and CFO Jennifer L. Callahan reported buying common stock and warrants in a private placement. On February 6, 2026, she purchased 4,864 shares of common stock at $5.04 per share, bringing her direct holdings to 5,059 shares.
She also acquired a warrant to purchase 3,891 shares of common stock for $0.10 per warrant. The warrant becomes exercisable once stockholders approve the private placement under Nasdaq rules, and it expires 36 months after the exercise date.
Cingulate Inc. director Peter J. Werth reported transactions made through Werth Family Investment Associates LLC in connection with the company’s private placement. The LLC purchased 19,455 shares of common stock at $5.04 per share and 15,564 warrants at $0.10 per warrant on February 6, 2026. These common shares bring the LLC’s indirectly held common stock to 117,449 shares, while Werth also holds 92 shares directly. The warrant to purchase 15,564 common shares becomes exercisable only after stockholders approve the private placement, as required by Nasdaq rules, and will expire 36 months after the exercise date.
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.
Cingulate Inc.'s EVP and Chief Medical Officer, Matthew Brams, reported buying company securities in a private placement. On 02/06/2026, he purchased 1,946 shares of common stock at $ 5.04 per share, bringing his directly held common stock to 4,656 shares.
He also acquired a warrant to purchase 1,556 shares of common stock at $ 0.1 per warrant. The warrant becomes exercisable only after stockholders approve the private placement under Nasdaq rules and will expire 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.