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. 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. 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.
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.