Basic Stats
| CIK | 1862150 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cingulate Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 19, 2025 |
Employment Agreement, dated July 8, 2025, between Cingulate Therapeutics LLC and Nilay D. Patel Exhibit 10.3 |
|
| August 19, 2025 |
Exhibit 99.1 Cingulate Inc. Reports Second Quarter 2025 Financial Results and Provides Recent Highlights Submitted New Drug Application (NDA) to the FDA for lead asset CTx-1301 Anticipate FDA Decision in Q4 2025 regarding NDA Acceptance with Potential PDUFA Date in Mid-2026 KANSAS CITY, Kan., August 19, 2025 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Pre |
|
| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 15, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| August 15, 2025 |
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 Fo |
|
| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporat |
|
| August 6, 2025 |
Exhibit 99.1 Cingulate Submits New Drug Application to FDA for Lead ADHD Asset CTx-1301 Regulatory filing marks significant milestone for medication designed to provide once-daily, entire active-day symptom control in ADHD patients KANSAS CITY, Kan., August 6, 2025 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery p |
|
| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporat |
|
| August 5, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 30, 2025 |
2,500,000 Shares of Common Stock Cingulate Inc. PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-288877 2,500,000 Shares of Common Stock Cingulate Inc. This prospectus relates to the offer and resale of up to 2,500,000 shares of our common stock, par value $0.0001 per share, by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” The shares of common stock being off |
|
| July 25, 2025 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $ |
|
| July 25, 2025 |
July 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
|
| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
|
| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| July 22, 2025 |
Exhibit 10.1 Execution Version PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of July 21, 2025, by and between CINGULATE INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and |
|
| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| July 22, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee Ra |
|
| July 22, 2025 |
As filed with the Securities and Exchange Commission on July 22, 2025 As filed with the Securities and Exchange Commission on July 22, 2025 Registration No. |
|
| July 22, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2025, by and between CINGULATE INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein sha |
|
| July 22, 2025 |
Exhibit 10.11 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT is made and effective as of July 7, 2025 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and RAUL R. SILVA, whose address is 929 Route 9W, Upper Grandview, NY 10960, (the “Executive”). (The Company and the Ex |
|
| June 11, 2025 |
Amendment No. 2 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan Exhibit 10.1 AMENDMENT No. 2 TO THE CINGULATE INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN This second Amendment (the “Amendment”) to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) of Cingulate Inc. (the “Company”), is made as of April 14, 2025. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Plan. W I T N E S S E T |
|
| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| May 13, 2025 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporatio |
|
| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| May 8, 2025 |
Exhibit 99.1 Cingulate Inc. Reports First Quarter 2025 Financial Results and Provides an Updated Timeline of Key Developments for its lead ADHD and Anxiety Assets Pre-NDA Meeting for CTx-1301(dexmethylphenidate) Held April 2, 2025; New Drug Application Submission Targeted for Mid-2025 Non-Dilutive Funding to Accelerate Development of CTx-2103 (buspirone) KANSAS CITY, Kan., May 8, 2025 — Cingulate |
|
| May 8, 2025 |
Exhibit 10.4 MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”) is made on May 7, 2025 (the “Effective Date”) by and between Indegene, Inc., a Delaware corporation having its place of business at Suite 104, 150 College Road W, Princeton, NJ 08540 (hereinafter referred to as “Indegene”) and Cingulate Therapeutics LLC, a Delaware limited liability company having its corporat |
|
| May 8, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporation |
|
| April 28, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| April 25, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| April 15, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| April 9, 2025 |
Grant Agreement dated April 8, 2025 Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]” GRANT AGREEMENT THIS GRANT AGREEMENT (this “Agreement”) dated April 8, 2025 BETWEEN: [***] AND Cingulate T |
|
| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| April 9, 2025 |
Exhibit 99.1 Cingulate Receives $3 Million Grant from Private Foundation to Accelerate Development of Anxiety Asset CTx-2103 (buspirone) CTx-2103 has the Potential to be the First, Once-Daily Formulation of Buspirone, one of the Most Widely Prescribed Agents in the $5.5 Billion U.S. Anxiety Market, and the $11.6 Billion Anxiety Market Worldwide Non-Dilutive Funding Expands Pipeline and Further Val |
|
| March 27, 2025 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes the most important terms of our capital stock. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation (“Certificate of Incorporation”) and restated bylaws (“Bylaws”), which are included as exhibits to our annual report, of which this Exhibit 4.5 is a part. We enc |
|
| March 27, 2025 |
Exhibit 19 Cingulate INC. INSIDER TRADING POLICY I. Policy Statement on Insider Trading Cingulate Inc. (the “Company”) has adopted this policy on insider trading (the “Policy”) that applies to each officer, director and employee of the Company*. It is the policy of the Company that no director, officer or other employee (or any other person designated by this Policy or the Company’s Chief Financia |
|
| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40874 Cingulate Inc. |
|
| March 27, 2025 |
Exhibit 10.3 |
|
| March 27, 2025 |
Exhibit 24.1 Power of Attorney KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director of Cingulate Inc. (the “Company”) does hereby constitute and appoint Shane J. Schaffer and Jenny L. Callahan, and each of them severally, his lawful attorneys and agents, for his and in his name and in his capacity as a Director of the Company, with full power and authority to do any and all acts and thing |
|
| March 26, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporat |
|
| March 26, 2025 |
Exhibit 99.1 Cingulate Inc. Reports Full Year 2024, Fourth Quarter Results, and Provides Development Update on Major Milestones Achieved In-Person FDA Meeting Scheduled for April 2; New Drug Application Submission Targeted for Mid-2025 $17.5 million increase in Working Capital; Cash Runway Extending into Q4, Well Beyond Target Date for NDA Submission KANSAS CITY, Kan., March 26, 2025 — Cingulate I |
|
| March 4, 2025 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| March 4, 2025 |
Exhibit 99.1 Cingulate Reports Safety Results from Final Phase 3 Trials for Lead ADHD Asset CTx-1301: On Track to File for FDA Approval Mid-2025 Results Have Been Submitted Ahead of In-Person Meeting with FDA Set for April 2 CTx-1301 is the First, True, Once-Daily Stimulant Medication to Treat ADHD Over the Entire Active Day KANSAS CITY, Kan., March 04, 2025 — Cingulate Inc. (NASDAQ: CING), a biop |
|
| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| January 24, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| January 24, 2025 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT is made and effective as of January 1, 2025 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and MATTHEW N. BRAMS, whose address is 550 Westcott Street #250, Houston, TX 77007, (the “Executive”). (The Company a |
|
| January 7, 2025 |
Exhibit 99.1 Final Study Completed for Cingulate’s Lead Asset CTx-1301 No Serious Adverse Events Reported Submission of New Drug Application Targeted for Mid 2025 KANSAS CITY, Kan., January 7, 2025 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generatio |
|
| January 7, 2025 |
Other Events, Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| December 23, 2024 |
Guaranty by Cingulate Therapeutics LLC and Cingulate Works, Inc., dated December 20, 2024 Exhibit 10.2 GUARANTY This GUARANTY, made effective as of December 20, 2024, is given by Cingulate Therapeutics LLC, a Delaware limited liability company (“Therapeutics”), and Cingulate Works, Inc., a Delaware corporation (“Works”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (“Lender”). Works and Therapeutics are re |
|
| December 23, 2024 |
Exhibit 10.1 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of December 20, 2024, is entered into by and between Cingulate Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement in reliance upon an ex |
|
| December 23, 2024 |
Promissory Note issued to Streeterville Capital, LLC, dated December 20, 2024 Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PR |
|
| December 23, 2024 |
Exhibit 99.1 Cingulate Completes Financing Transaction for Net Proceeds of $5,000,000 Cash Runway Extended Beyond Planned NDA Submission of CTx-1301 KANSAS CITY, Kan., December 23, 2024 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceut |
|
| November 14, 2024 |
CING / Cingulate Inc. / Lind Global Fund II LP Passive Investment SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cingulate Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 17248W303 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
|
| November 14, 2024 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Cingulate Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedul |
|
| November 7, 2024 |
Exhibit 99.1 Cingulate Reports Third Quarter 2024 Financial Results Reflecting $19.5 Million Increase in Working Capital to Advance ADHD Drug to Market On Target for Mid-2025 New Drug Application (NDA) Submission of lead ADHD asset CTx-1301 KANSAS CITY, Kan., Nov. 7, 2024 - Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug del |
|
| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| October 15, 2024 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 13, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
|
| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
|
| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| October 7, 2024 |
1,500,000 Shares of Common Stock Cingulate Inc. PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-282358 1,500,000 Shares of Common Stock Cingulate Inc. This prospectus relates to the offer and resale of up to 1,500,000 shares of our common stock, par value $0.0001 per share, by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” We may, from time to time in our dis |
|
| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| October 3, 2024 |
As filed with the Securities and Exchange Commission on October 3, 2024 As filed with the Securities and Exchange Commission on October 3, 2024 Registration No. |
|
| October 3, 2024 |
October 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N. |
|
| September 27, 2024 |
As filed with the Securities and Exchange Commission on September 26, 2024 As filed with the Securities and Exchange Commission on September 26, 2024 Registration No. |
|
| September 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee R |
|
| September 12, 2024 |
Exhibit 99.1 Cingulate Initiates Final Study for Lead ADHD Asset CTx-1301 $10 Million of additional Capital Recently Raised Strengthening Balance Sheet KANSAS CITY, Kan., September 12, 2024 Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmace |
|
| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| September 3, 2024 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 13, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
|
| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| August 30, 2024 |
CING.W / Cingulate Inc. - Equity Warrant / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W303 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, A |
|
| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Num |
|
| August 27, 2024 |
1,000,000 Shares of Common Stock Cingulate Inc. PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-281628 1,000,000 Shares of Common Stock Cingulate Inc. This prospectus relates to the offer and resale of up to 1,000,000 shares of our common stock, par value $0.0001 per share, by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” We may, from time to time in our dis |
|
| August 26, 2024 |
August 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N. |
|
| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive P |
|
| August 20, 2024 |
CING.W / Cingulate Inc. - Equity Warrant / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W303 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, A |
|
| August 19, 2024 |
As filed with the Securities and Exchange Commission on August 19, 2024 As filed with the Securities and Exchange Commission on August 19, 2024 Registration No. |
|
| August 19, 2024 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 13, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
|
| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee R |
|
| August 13, 2024 |
Amended and Restated Certificate of Incorporation of Cingulate Inc., as amended to date Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINGULATE INC. Cingulate Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”); DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That a resolution was duly adopted on November 21, 2023, by the Board of Directors of the Cor |
|
| August 13, 2024 |
Exhibit 99.1 Cingulate Reports Second Quarter 2024 Financial Results and Provides Development Update on Major Milestones Achieved FDA Clears Cingulate to File for Marketing Approval of CTx-1301 targeted in 1H 2025 Licensing Activity Continues KANSAS CITY, Kan., August 13, 2024 - Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) dru |
|
| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporat |
|
| August 7, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINGULATE INC. Cingulate Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”); DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That a resolution was duly adopted on July 30, 2024, by the Board of Directors of the Corpora |
|
| July 30, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| July 24, 2024 |
6,630,000 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants Filed Pursuant to Rule 424(b)(3) Registration No. 333-280818 PROSPECTUS 6,630,000 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale of up to 6,630,000 shares of Cingulate, Inc. (the “Company,” “we,” “our” or “us”) common stock, par value $0.0001 per share (the “Common Stock”), by the Selling Stockholders listed in this prospectus or their p |
|
| July 22, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 22, 2024 |
July 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N. |
|
| July 16, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, A |
|
| July 15, 2024 |
As filed with the Securities and Exchange Commission on July 15, 2024 As filed with the Securities and Exchange Commission on July 15, 2024 Registration No. |
|
| July 15, 2024 |
As filed with the Securities and Exchange Commission on July 15, 2024 As filed with the Securities and Exchange Commission on July 15, 2024 Registration No. |
|
| July 15, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cingulate, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
|
| July 15, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value |
|
| July 12, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 12, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 2, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, A |
|
| July 1, 2024 |
Form of Placement Agent Warrant (July 2024 Offering) Exhibit 4.2 NEITHER THE OFFER AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXC |
|
| July 1, 2024 |
Cingulate Announces Exercise of Warrants for $1.86 Million Gross Proceeds Exhibit 99.1 Cingulate Announces Exercise of Warrants for $1.86 Million Gross Proceeds Kansas City, Kan., June 28, 2024 — Cingulate Inc. (the “Company”) (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products, today announced the entry into defi |
|
| July 1, 2024 |
Form of New Warrant (July 2024 Offering) Exhibit 4.1 NEITHER THE OFFER AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXC |
|
| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 CINGULATE, INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| July 1, 2024 |
Exhibit 10.1 cingulate Inc. June 28, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Cingulate Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” |
|
| June 28, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| June 27, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, A |
|
| June 18, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| June 12, 2024 |
Amendment No.1 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan Exhibit 10.1 AMENDMENT No. 1 TO THE CINGULATE INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN This first Amendment (the “Amendment”) to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) of Cingulate Inc. (the “Company”), is made as of March 4, 2024. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Plan. W I T N E S S E T H: |
|
| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| June 7, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numb |
|
| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporatio |
|
| May 28, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numb |
|
| May 23, 2024 |
2,000,000 Shares of Common Stock Cingulate Inc. PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-279515 2,000,000 Shares of Common Stock Cingulate Inc. This prospectus relates to the offer and resale of up to 2,000,000 shares of our common stock, par value $0.0001 per share, by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” We may, from time to time in our dis |
|
| May 21, 2024 |
May 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N. |
|
| May 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Securities to Be Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee R |
|
| May 17, 2024 |
As filed with the Securities and Exchange Commission on May 17, 2024 As filed with the Securities and Exchange Commission on May 17, 2024 Registration No. |
|
| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporatio |
|
| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporation |
|
| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| May 8, 2024 |
Exhibit 99.1 Cingulate Reports First Quarter 2024 Financial Results and Provides Clinical and Business Update CTx-1301 on track to file for Marketing Approval with FDA in 1H 2025 Increase of $10 Million in Stockholders’ Equity KANSAS CITY, Kan., May 8, 2024 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform |
|
| April 26, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| April 26, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| April 12, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numb |
|
| April 4, 2024 |
As filed with the Securities and Exchange Commission on April 4, 2024 As filed with the Securities and Exchange Commission on April 4, 2024 Registration No. |
|
| April 4, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cingulate Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value |
|
| April 3, 2024 |
5,973,000 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Cingulate Inc. Filed Pursuant to Rule 424(b)(4) Registration No. 333-276502 PROSPECTUS 5,973,000 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Cingulate Inc. This prospectus relates to the offer and sale by Cingulate, Inc., a Delaware corporation, of up to 5,973,000 shares of common stock underlying pre-funded warrants (the “pre-funded warrants”), series A common warrants (the “Seri |
|
| April 1, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| April 1, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes the most important terms of our capital stock. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation (“Certificate of Incorporation”) and restated bylaws (“Bylaws”), which are included as exhibits to our annual report, of which this Exhibit 4.7 is a part. We enc |
|
| April 1, 2024 |
Exhibit 99.1 Cingulate Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Clinical and Business Update $17.8 Million Raised Since Beginning of 2023 $9.1 Million of Debt Converted to Equity at a Premium Phase 3 ADHD Data Continues to Impress KANSAS CITY, Kan., April 1, 2024 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Ti |
|
| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40874 Cingulate Inc. |
|
| April 1, 2024 |
Cingulate Inc. Compensation Recovery Policy Exhibit 97.1 CINGULATE INC. COMPENSATION RECOVERY POLICY (Adopted and approved on November 7, 2023) 1. Purpose Cingulate Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recovery Pol |
|
| April 1, 2024 |
Form of March 2024 WFIA Pre-Funded Warrant Exhibit 4.16 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| April 1, 2024 |
As filed with the Securities and Exchange Commission on April 1, 2024 As filed with the Securities and Exchange Commission on April 1, 2024 Registration No. |
|
| April 1, 2024 |
List of Subsidiaries of Cingulate Inc. Exhibit 21.1 Subsidiaries of Registrant Cingulate Therapeutics LLC, a Delaware limited liability company Cingulate Works Inc., a Delaware corporation |
|
| April 1, 2024 |
Exhibit 24.1 Power of Attorney KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director of Cingulate Inc. (the “Company”) does hereby constitute and appoint Shane J. Schaffer and Jennifer L. Callahan, and each of them severally, his lawful attorneys and agents, for his and in his name and in his capacity as a Director of the Company, with full power and authority to do any and all acts and th |
|
| March 18, 2024 |
PROSPECTUS SUPPLEMENT (To Prospectus dated January 13, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
|
| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporat |
|
| February 28, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numbe |
|
| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| February 13, 2024 |
Exhibit 99.1 Cingulate Appoints Jay Roberts, Bryan Lawrence, and Jeff Ervin to its Board of Directors Announcement Follows Recent Public Offering and Successful Capital Raising Activity KANSAS CITY, Kan., February 13 2024 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pi |
|
| February 9, 2024 |
US17248W2044 / CINGULATE INC / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numbe |
|
| February 9, 2024 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Cingulate Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedul |
|
| February 9, 2024 |
US17248W2044 / CINGULATE INC / Lind Global Fund II LP Passive Investment SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cingulate Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 17248W204 (CUSIP Number) February 6, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
|
| February 7, 2024 |
Form of Placement Agent Warrant Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: February 6, 2026 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here |
|
| February 7, 2024 |
Form of Pre-Funded Warrant offered hereby Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: February 6, 2024 Initial Exercise Date: February 6, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
|
| February 7, 2024 |
Exhibit 4.3 SERIES B COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: February 6, 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initi |
|
| February 7, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| February 7, 2024 |
Exhibit 4.2 SERIES A COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: February 6, 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initi |
|
| February 7, 2024 |
Cingulate Announces Closing of $7.5 Million Public Offering Exhibit 99.2 Cingulate Announces Closing of $7.5 Million Public Offering KANSAS CITY, Kan., February 6, 2024 (GLOBE NEWSWIRE) — Cingulate Inc. (NASDAQ: CING) (“Cingulate,” the “Company,” “we,” “our” or “us”), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical produ |
|
| February 7, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2024 between Cingulate Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
|
| February 7, 2024 |
Cingulate Announces Pricing of $7.5 Million Public Offering Exhibit 99.1 Cingulate Announces Pricing of $7.5 Million Public Offering KANSAS CITY, Kan., February 2, 2024 (GLOBE NEWSWIRE) — Cingulate Inc. (NASDAQ: CING) (“Cingulate,” the “Company,” “we,” “our” or “us”), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical produ |
|
| February 5, 2024 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-276502 PROSPECTUS 1,375,000 Shares of Common Stock 3,750,000 Series A Warrants to Purchase up to 3,750,000 Shares of Common Stock 1,875,000 Series B Warrants to Purchase up to 1,875,000 Shares of Common Stock 2,375,000 Pre-Funded Warrants to Purchase up to 2,375,000 Shares of Common Stock 8,000,000 Shares of Common Stock Underlying the Series A |
|
| January 30, 2024 |
January 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N. |
|
| January 30, 2024 |
430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC January 30, 2024 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Cingulate, Inc. Registration Statement on Form S-1 (Registration No. 333-276502) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering pursuant |
|
| January 29, 2024 |
Form of Pre-Funded Warrant offered hereby Exhibit 4.11 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t |
|
| January 29, 2024 |
Form of Series A Warrant offered hereby Exhibit 4.12 SERIES A COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (th |
|
| January 29, 2024 |
Form of Series B Warrant offered hereby Exhibit 4.13 SERIES B COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (th |
|
| January 29, 2024 |
Form of Pre-Funded Warrant (January 2024 WFIA) Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
| January 29, 2024 |
Form of Placement Agent Warrant Exhibit 4.14 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Appro |
|
| January 29, 2024 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This AGREEMENT (this “Agreement”) is made and effective as of this 25th day of January, 2024 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company (the “Company”) and JENNIFER L. CALLAHAN, whose address is 1901 W. 47th, Kansas City, KS 66205, (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parti |
|
| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| January 29, 2024 |
Form of Securities Purchase Agreement Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024 between Cingulate Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in thi |
|
| January 29, 2024 |
Exhibit 10.1 NOTE CONVERSION AGREEMENT This Note Conversion Agreement (this “Agreement”) is made and entered into as of January 25, 2024 (the “Effective Date”), by and among Cingulate Therapeutics LLC, a Delaware limited liability company (the “Company”), Cingulate Inc., a Delaware corporation (the “Parent”) and Werth Family Investment Associates LLC, a Connecticut limited liability company (the “ |
|
| January 29, 2024 |
Exhibit 99.1 Werth Family Investment Associates Converts Remaining $3.3M of Debt and Accrued Interest into Cingulate Equity at Premium to Market KANSAS CITY, Kan., Jan. 29, 2024 — Cingulate Inc. (NASDAQ: CING) (Cingulate), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharma |
|
| January 29, 2024 |
Longtime Cingulate Controller Jennifer Callahan Promoted to CFO Exhibit 99.2 Longtime Cingulate Controller Jennifer Callahan Promoted to CFO KANSAS CITY, Kan., Jan. 29, 2024 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products, announced today that it has promoted Controller Jennifer Call |
|
| January 29, 2024 |
As filed with the Securities and Exchange Commission on January 29, 2024 As filed with the Securities and Exchange Commission on January 29, 2024 Registration No. |
|
| January 29, 2024 |
US17248W2044 / CINGULATE INC / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, Ad |
|
| January 12, 2024 |
Amended and Restated Certificate of Incorporation of Cingulate Inc., as amended to date Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINGULATE INC. Cingulate Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”); DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That a resolution was duly adopted on November 21, 2023, by the Board of Directors of the Cor |
|
| January 12, 2024 |
Exhibit 10.26 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT is made and effective as of January 1, 2024 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and MATTHEW N. BRAMS, whose address is [***], (the “Executive”). (The Company and the Executive hereinafter sometime |
|
| January 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee |
|
| January 12, 2024 |
Exhibit 10.27 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT is made and effective as of December 29, 2023 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and RAUL R. SILVA, whose address is [***], (the “Executive”). (The Company and the Executive hereinafter sometimes |
|
| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
|
| January 4, 2024 |
CING / Cingulate Inc. / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numbe |
|
| January 4, 2024 |
CING / Cingulate Inc. / Schaffer Shane J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W204 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numbe |
|
| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| December 6, 2023 |
December 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| November 28, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CINGULATE INC. Cingulate Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”); DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That a resolution was duly adopted on November 21, 2023, by the Board of Directors of the Cor |
|
| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| November 15, 2023 |
As filed with the Securities and Exchange Commission on November 15, 2023 As filed with the Securities and Exchange Commission on November 15, 2023 Registration No. |
|
| November 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee |
|
| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| November 13, 2023 |
Exhibit 99.1 Cingulate Inc. Reports Third Quarter 2023 Financial Results and Provides Clinical and Business Update Phase 3 Adult Efficacy and Safety Trial Data Presented at Psych Congress Cingulate Closed a $4M Public Offering $5.8M of Debt Converted into CING Equity KANSAS CITY, Kan., November. 13, 2023 — Cingulate Inc. (NASDAQ: CING) (Cingulate or the Company), a biopharmaceutical company utiliz |
|
| November 8, 2023 |
CING / Cingulate Inc / Werth Peter J. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Numbe |
|
| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| October 19, 2023 |
Exhibit 99.2 |
|
| October 19, 2023 |
Exhibit 99.1 Cingulate to Host CNS Key Opinion Leader Panel in New York City Expert Analysis of Cingulate, it’s Phase 3 ADHD Adult Data, Anxiety, and PTR™ Drug Delivery Platform Innovations KANSAS CITY, Kan., October 17, 2023 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance |
|
| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpor |
|
| October 2, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| September 22, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| September 18, 2023 |
Exhibit 3: Form of Lock-Up Agreement EX-3 2 ex-3.htm Exhibit 3 LOCK-UP AGREEMENT September 11, 2023 Re: Securities Purchase Agreement, dated as of September 11, 2023 (the “Purchase Agreement”), between Cingulate Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) s |
|
| September 18, 2023 |
CING / Cingulate Inc / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, Ad |
|
| September 18, 2023 |
Exhibit 3: Form of Lock-Up Agreement EX-3 2 ex-3.htm Exhibit 3 LOCK-UP AGREEMENT September 11, 2023 Re: Securities Purchase Agreement, dated as of September 11, 2023 (the “Purchase Agreement”), between Cingulate Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) s |
|
| September 18, 2023 |
CING / Cingulate Inc / Schaffer Shane J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, Ad |
|
| September 12, 2023 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-273405 PROSPECTUS 1,720,000 Shares of Common Stock 6,925,208 Series A Warrants to Purchase up to 6,925,208 Shares of Common Stock 3,462,604 Series B Warrants to Purchase up to 3,462,604 Shares of Common Stock 5,205,208 Pre-Funded Warrants to Purchase up to 5,205,208 Shares of Common Stock 15,593,020 Shares of Common Stock Underlying the Series |
|
| September 11, 2023 |
Exhibit 99.1 Werth Family Investment Associates Converts $5.8 Million of Debt into Cingulate Equity at a Premium Conversion Follows $1.0 Million Capital Investment in August 2023 KANSAS CITY, Kan., September 8, 2023 (GLOBE NEWSWIRE) — Cingulate Inc. (NASDAQ: CING) (Cingulate), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to |
|
| September 11, 2023 |
Exhibit 10.1 NOTE CONVERSION AGREEMENT This Note Conversion Agreement (this “Agreement”) is made and entered into as of September 8, 2023 (the “Effective Date”), by and among Cingulate Therapeutics LLC, a Delaware limited liability company (the “Company”), Cingulate Inc., a Delaware corporation (the “Parent”) and Werth Family Investment Associates LLC, a Connecticut limited liability company (the |
|
| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| September 11, 2023 |
Form of Pre-Funded Warrant (September 2023 WFIA) Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
| September 11, 2023 |
Exhibit 99.2 Cingulate Announces Detailed Trial Results from Phase 3 Adult Efficacy and Safety Trial of CTx-1301 (dexmethylphenidate) for ADHD CTx-1301 Demonstrated Clinically Meaningful Improvements in Permanent Product Measure of Performance (PERMP) and Clinical Global Impression Scale (CGI-S) Scores, with Investigators Observing Trend Toward Significance Treatment Effect Size of 1.41 and 0.98 O |
|
| September 7, 2023 |
As filed with the Securities and Exchange Commission on September 7, 2023 As filed with the Securities and Exchange Commission on September 7, 2023 Registration No. |
|
| September 7, 2023 |
430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC September 7, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Cingulate Inc. Registration Statement on Form S-1 (Registration No. 333-273405) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering pursuant |
|
| September 7, 2023 |
Form of Securities Purchase Agreement Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023 between Cingulate Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in thi |
|
| September 7, 2023 |
September 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N. |
|
| August 29, 2023 |
Form of Series A Warrant (September 2023 Offering) Exhibit 4.6 SERIES A COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2023 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “I |
|
| August 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee |
|
| August 29, 2023 |
Form of Series B Warrant (September 2023 Offering) Exhibit 4.7 SERIES B COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “I |
|
| August 29, 2023 |
Form of September 2023 Securities Purchase Agreement Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023 between Cingulate Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in thi |
|
| August 29, 2023 |
Form of Placement Agent Warrant (September 2023 Offering) Exhibit 4.8 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approva |
|
| August 29, 2023 |
As filed with the Securities and Exchange Commission on August 29, 2023 As filed with the Securities and Exchange Commission on August 29, 2023 Registration No. |
|
| August 29, 2023 |
Form of Pre-Funded Warrant (September 2023 Offering) Exhibit 4.5 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: , 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th |
|
| August 22, 2023 |
Exhibit 4.8 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH |
|
| August 22, 2023 |
Form of Series A Warrant offered hereby Exhibit 4.6 FORM OF SERIES A COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: August [●], 2023 Initial Exercise Date: August [●], 2023 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
|
| August 22, 2023 |
Form of Pre-Funded Warrant offered hereby Exhibit 4.5 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: August [●], 2023 Initial Exercise Date: August [●], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
|
| August 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration F |
|
| August 22, 2023 |
Form of Series B Warrant offered hereby Exhibit 4.7 FORM OF SERIES B COMMON STOCK PURCHASE WARRANT CINGULATE INC. Warrant Shares: Issue Date: August [●], 2023 Initial Exercise Date: August [●], 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
|
| August 22, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between Cingulate Inc. and Bancroft Capital, LLC, as Representative of the Several Underwriters CINGULATE INC. UNDERWRITING AGREEMENT New York, New York [●], 2023 BANCROFT CAPITAL, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 Ladies and Gentlemen: The undersigned |
|
| August 22, 2023 |
As filed with the Securities and Exchange Commission on August 22, 2023 As filed with the Securities and Exchange Commission on August 22, 2023 Registration No. |
|
| August 14, 2023 |
Exhibit 99.1 Cingulate Inc. Reports Second Quarter 2023 Financial Results and Provides Clinical and Business Update Werth Family Investment Associates Provides Additional Capital Investment Phase 3 Adult Efficacy and Safety Trial of CTx-1301 Data Released CTx-1301 Phase 3 Pediatric and Adolescent Studies Underway KANSAS CITY, Kan., August 14, 2023 (GLOBE NEWSWIRE) — Cingulate Inc. (NASDAQ: CING) ( |
|
| August 14, 2023 |
CING / Cingulate Inc / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, Ad |
|
| August 14, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2023, between Cingulate Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Se |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorpora |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. |
|
| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| July 25, 2023 |
CING / Cingulate Inc / Werth Peter J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, Ad |
|
| July 25, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cingulate Inc. (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration F |
|
| July 25, 2023 |
CING / Cingulate Inc / Schaffer Shane J. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) Shane J. Schaffer Chief Executive Officer 1901 W. 47th Place Kansas City, KS 66205 Telephone Number (913) 942-2300 (Name, Ad |
|
| July 25, 2023 |
CING / Cingulate Inc / Brams Matthew Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W105 (CUSIP Number) July 13, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
|
| July 25, 2023 |
As filed with the Securities and Exchange Commission on July 25, 2023 As filed with the Securities and Exchange Commission on July 25, 2023 Registration No. |
|
| July 11, 2023 |
Exhibit 99.1 Cingulate Announces Positive Top-Line Results from Phase 3 Adult Efficacy and Safety Trial of CTx-1301 (dexmethylphenidate) for ADHD Results Indicative that CTx-1301 Provides Entire Active-Day Efficacy with Optimal Onset and Duration KANSAS CITY, KANSAS – July 11, 2023 – Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™ |
|
| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| June 29, 2023 |
Exhibit 99.1 Cingulate Successfully Manufactures Clinical Supply – Initiation of Pediatric Phase 3 Studies to Commence in July and August Announcement Confirms Cingulate on Track with Development and Regulatory Milestones KANSAS CITY, KANSAS – June 29, 2023 – Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform |
|
| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporati |
|
| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporatio |
|
| June 8, 2023 |
Exhibit 99.1 Cingulate Completes Phase 3 Adult Trial of CTx-1301 (dexmethylphenidate) for ADHD Study Assessed Onset and Duration of CTx-1301 in Adults, Results Expected 3Q 2023 Pivotal Phase 3 Trials in Pediatric/Adolescent Patients on Schedule for 3Q 2023 Initiation KANSAS CITY, KANSAS – June 8, 2023 – Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision |
|
| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 CINGULATE INC. (Exact name of registrant as specified in its charter) Delaware 001-40874 86-3825535 (State or other jurisdiction (Commission (IRS Employer of incorporatio |
|
| May 19, 2023 |
4,791,665 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Cingulate Inc. Filed Pursuant to Rule 424(b)(4) Registration No. 333-259408 PROSPECTUS 4,791,665 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants Cingulate Inc. This prospectus relates to the offer and sale by Cingulate, Inc., a Delaware corporation, of up to 4,791,665 shares of common stock underlying warrants (the “Warrants”) previously issued by us in our initial public offering (th |
