Every 8-K that Cingulate Inc. Warrants (CINGW) 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 CINGW 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 CINGW 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. 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.
Cingulate Inc. reported that between July 22 and September 5, 2025, it issued unregistered shares of common stock to a lender in exchange for portions of outstanding debt. These transactions were made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act.
On July 30, 2025, the company issued 58,139 shares at a value of $5.16 per share. On August 12, it issued 74,074 shares at $4.05 per share, and on August 21, it issued 64,102 shares at $3.90 per share. On August 29, 63,451 shares were issued at $3.94 per share, followed by 65,963 shares at $3.79 per share on September 5.
These exchanges reduce the company’s debt obligations while increasing the number of common shares held by the lender, meaning some creditors are becoming equity holders instead of remaining purely lenders.
Cingulate Inc. reported updates to executive compensation and a senior departure. The board had previously appointed John A. Roberts as Executive Chairman and placed CEO Shane Schaffer on administrative leave effective August 14, 2025. On August 22, 2025, the board set Mr. Roberts’ compensation at a cash retainer of $10,000 per month during his term as Executive Chairman, in lieu of non-employee director pay, and reduced Dr. Schaffer’s salary to 75% of his current level for the duration of his leave while keeping him eligible for standard employee benefits.
The company also detailed a Separation Agreement with former employee Laurie Myers following the end of her employment on August 7, 2025. Subject to her not revoking a release of claims within seven days, Ms. Myers will receive separation pay of $436,720 in semi-monthly installments over 12 months, her unvested stock options will vest and remain exercisable for their full term, and she remains bound by confidentiality, noncompetition, nonsolicitation, and non-disparagement obligations.
Cingulate Inc. submitted a current report describing that it released financial results for the quarter ended June 30, 2025. On August 19, 2025, the company issued a press release with these quarterly results and recent business highlights, and furnished that press release as Exhibit 99.1. The company notes that this press release is being furnished rather than filed, which limits how it is treated under certain securities law liability provisions and how it is incorporated into other regulatory documents.
Cingulate Inc. reported that on August 7, 2025, the employment of Laurie A. Myers, its Executive Vice President and Chief Operating Officer, terminated. This means a key operating leadership role at the company is now vacant, and the company may need to adjust responsibilities or appoint a successor to oversee day-to-day operations and execution.