Cingulate (CINGW) briefly delays Q2 2025 10-Q, cites management changes

Rhea-AI Filing Summary

Cingulate Inc. filed a late-filing notice for its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company states it cannot meet the original deadline without unreasonable effort or expense and is using the extension allowed under Rule 12b-25.

Cingulate explains that recent changes in its management, described in a Form 8-K filed on August 15, 2025, have required additional time to complete the preparation and review of its financial statements and related disclosures. The company plans to file the Form 10-Q as soon as practicable and expects to do so within the five calendar day extension period permitted by the rule.

Insights

Equity analyst

Cingulate requests a brief 10-Q filing extension due to management changes.

Cingulate Inc. has filed a notice that its Form 10-Q for the quarter ended June 30, 2025 will be late. The company cites recent changes in management, referenced in an August 15, 2025 Form 8-K, as the reason it needs more time to complete and review its quarterly financial statements and disclosures.

The notice confirms that Cingulate cannot meet the original deadline without unreasonable effort or expense, which is the standard for using Rule 12b-25. It also states that the company anticipates filing the 10-Q within the five calendar day extension window allowed for quarterly reports.

This kind of brief extension is relatively common when there are internal transitions. From an investment perspective, the key point is that the delay is described as administrative and timing-related, with the company explicitly planning to file the full 10-Q as soon as practicable within the permitted extension period.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
	For Period Ended: June 30, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Cingulate Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

1901 W. 47^th Place

Address of Principal Executive Office (Street and Number)

Kansas City, KS 66205

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Cingulate Inc. (the “Company”) plans to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q”) with the Securities and Exchange Commission (“SEC”) as soon as practicable and within the five calendar day period provided by Rule 12b-25 for delayed filings. The Company requires additional time to complete the review of its financial statements for the quarter ended June 30, 2025, due to recent changes in the Company’s management which are described in the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2025, which have resulted in additional time being required to complete the preparation and review of the Company’s financial statements and related disclosures, and the Company cannot, without unreasonable effort or expense, file the Form 10-Q on the original due date. The Company anticipates that it will be able to file the Form 10-Q within the extension period provided under Rule 12b-25.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification:
	Jennifer L. Callahan		(913)		942-2300
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Cingulate Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2025	By:	/s/ Jennifer L. Callahan
		Jennifer L. Callahan
	Title:	Interim Chief Executive Officer & Chief Financial Officer

FAQ

Why did Cingulate Inc. (CINGW) file an NT 10-Q?

Cingulate filed an NT 10-Q because it cannot file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 by the original due date without unreasonable effort or expense, mainly due to recent management changes that have delayed completion and review of its financial statements and disclosures.

Which period does Cingulate Inc.’s late Form 10-Q cover?

The late Form 10-Q that Cingulate Inc. is notifying about covers the fiscal quarter ended June 30, 2025.

When does Cingulate Inc. expect to file the delayed Form 10-Q?

Cingulate states that it plans to file the Form 10-Q as soon as practicable and anticipates doing so within the five calendar day extension period allowed for quarterly reports under Rule 12b-25.

What reason does Cingulate Inc. give for needing more time to file its 10-Q?

The company explains that recent changes in its management, described in its Form 8-K filed on August 15, 2025, have required additional time to complete the preparation and review of its quarterly financial statements and related disclosures.

Which executive signed Cingulate Inc.’s NT 10-Q filing?

The NT 10-Q was signed on behalf of Cingulate Inc. by Jennifer L. Callahan, who is identified as the Interim Chief Executive Officer and Chief Financial Officer.

What filing rule does Cingulate Inc. rely on for the 10-Q extension?

Cingulate relies on Rule 12b-25, which permits a five calendar day extension for filing a quarterly report on Form 10-Q when the company cannot meet the original deadline without unreasonable effort or expense and explains the reasons in a notification.