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. reported interim financials showing significant operating losses and active equity financings. The company recorded operating loss of $8,356,009 for the six-month period and a loss before income taxes of $(4,788,735) for the three-month period, with an accumulated deficit of approximately $117.1 million. Cash-raising activity included at-the-market sales and Lincoln Park purchase agreements providing net proceeds (examples: $2,599,099 under the ATM during six months ended June 30, 2025 and $3,513,236 under the Original LP Purchase Agreement during the same period). The company disclosed a $5.48 million unsecured promissory note with a 9% coupon and material default penalty mechanics. Management stated there is substantial doubt about the company’s ability to continue as a going concern within one year and noted efforts to seek additional equity, debt, or strategic transactions. The financial statements are unaudited interim results prepared on a going concern basis.
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. is calling a virtual special meeting on September 25, 2025 to ask stockholders to approve issuing more than 20% of its outstanding common stock under a purchase agreement with Lincoln Park Capital Fund, LLC. This approval is needed to comply with Nasdaq Listing Rule 5635(d) so the company can sell additional shares beyond a 19.99% cap in a private financing.
Under the agreement, Lincoln Park has committed to buy up to $25.0 million of Cingulate common stock over 36 months, and has already received 120,424 commitment shares. As of August 1, 2025, Cingulate had 5,264,642 shares outstanding. The company plans to use any proceeds from sales to Lincoln Park mainly for regulatory approval and development, manufacturing and commercialization activities for CTx-1301, as well as working capital and general corporate purposes. Stockholders are also being asked to approve a potential adjournment of the meeting if more time is needed to gather votes.
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.
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.