Cingulate Inc. filings document a clinical-stage biopharmaceutical issuer with Nasdaq-listed common stock and warrants exercisable for common stock under CINGW. Recent material-event reports and proxy materials cover capital-structure actions, including private placement securities, Series A Convertible Preferred Stock, warrant exercise mechanics, debt-for-equity issuances, and shareholder votes required under Nasdaq rules.
The filing record also documents board and committee appointments, director compensation arrangements, material agreements, operating and financial results, and security-structure disclosures. These records frame Cingulate’s PTR™ drug-delivery platform and CTx-1301 program alongside formal disclosures on governance, financing arrangements, and the company’s public security structure.
Cingulate Inc. reported that EVP and CSO Raul R. Silva received a grant of stock options covering 3,422 shares of common stock. The options have an exercise price of $6.21 per share, were granted at no purchase cost, and expire on March 31, 2036. The award was made pursuant to Dr. Silva's Employment Agreement, as amended, and reflects equity-based compensation rather than an open-market share purchase or sale.
Cingulate Inc. reported that EVP and CSO Raul R. Silva received a grant of stock options covering 3,422 shares of common stock. The options have an exercise price of $6.21 per share, were granted at no purchase cost, and expire on March 31, 2036. The award was made pursuant to Dr. Silva's Employment Agreement, as amended, and reflects equity-based compensation rather than an open-market share purchase or sale.
Cingulate Inc. registers up to 4,208,711 shares of common stock for resale by selling stockholders. The registration covers shares issued in a January 27, 2026 private placement, consisting of 2,147,472 issued common shares, 191,824 shares issued upon conversion of Preferred Stock and 1,869,415 shares issuable upon exercise of a warrant.
The company will receive no proceeds from resales by the selling stockholders; however, if the warrant is exercised for cash in full, Cingulate would receive approximately $9.4 million, which it intends to use for regulatory approval and development, manufacturing and commercialization of CTx-1301 and for general corporate purposes.
Cingulate Inc. registers up to 4,208,711 shares of common stock for resale by selling stockholders. The registration covers shares issued in a January 27, 2026 private placement, consisting of 2,147,472 issued common shares, 191,824 shares issued upon conversion of Preferred Stock and 1,869,415 shares issuable upon exercise of a warrant.
The company will receive no proceeds from resales by the selling stockholders; however, if the warrant is exercised for cash in full, Cingulate would receive approximately $9.4 million, which it intends to use for regulatory approval and development, manufacturing and commercialization of CTx-1301 and for general corporate purposes.
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.
Falcon Creek Capital Advisor LLC and related funds filed an amended beneficial ownership report on Cingulate Inc. common stock after acquiring shares on 03/24/2026 under a Purchase Agreement. Falcon Creek Capital Advisor reports beneficial ownership of 3,856,766 shares, representing 28.50% of Cingulate’s common stock, with shared voting and dispositive power over all such shares. Falcon Creek Technology Fund I holds 350,195 shares, or 2.59%, and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund holds 3,506,571 shares, or 25.91%, each with shared voting and dispositive power. The reporting persons describe their holdings as venture and investment positions and state that, aside from the Purchase Agreement and related arrangements, they have no other contracts or understandings concerning Cingulate’s securities.
Falcon Creek Capital Advisor LLC and related funds filed an amended beneficial ownership report on Cingulate Inc. common stock after acquiring shares on 03/24/2026 under a Purchase Agreement. Falcon Creek Capital Advisor reports beneficial ownership of 3,856,766 shares, representing 28.50% of Cingulate’s common stock, with shared voting and dispositive power over all such shares. Falcon Creek Technology Fund I holds 350,195 shares, or 2.59%, and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund holds 3,506,571 shares, or 25.91%, each with shared voting and dispositive power. The reporting persons describe their holdings as venture and investment positions and state that, aside from the Purchase Agreement and related arrangements, they have no other contracts or understandings concerning Cingulate’s securities.
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. 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. 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. 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. 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. 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. 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.