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. 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.
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 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. 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. 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. 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 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.’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.’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.'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.
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.
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. 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. 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.