Cingulate Completes Financing Transaction for Net Proceeds of $5,000,000

Rhea-AI Summary

Cingulate Inc. (NASDAQ: CING) has secured a financing transaction worth $5 million in net proceeds through a non-convertible, unsecured promissory note of $5.48 million with an accredited investor. The note carries a 9% annual interest rate and matures in 18 months. The funds will extend the company's cash runway into Q4 2025, supporting clinical, manufacturing, and regulatory activities, including the planned NDA submission for CTx-1301 targeted for mid-2025. The private placement was made under Section 4(a)(2) of the Securities Act and/or Regulation D.

Positive

• Secured $5 million in immediate funding
• Cash runway extended into Q4 2025
• Funding supports NDA submission timeline for CTx-1301

Negative

• 9% annual interest rate on the promissory note
• Additional debt obligation of $5.48 million
• Note matures in 18 months, creating short-term repayment pressure

Insights

Financial Analyst

The $5M financing transaction through a non-convertible promissory note is a strategic move for Cingulate, albeit at a relatively high 9% interest rate. The 18-month maturity provides important runway extension into Q4 2025, covering the critical NDA submission period for CTx-1301.

Key financial implications:

• The true cost of capital is higher than the stated 9%, considering the $480,000 difference between principal and proceeds
• The non-convertible nature protects against equity dilution, though at the expense of higher borrowing costs
• The timing aligns well with their regulatory milestone timeline, providing buffer beyond the mid-2025 NDA filing target

The private placement structure under Section 4(a)(2) indicates a targeted, institutional-level transaction, suggesting retail investment accessibility but potentially faster execution and lower transaction costs.

Regulatory Expert

This financing strategically positions Cingulate to support their CTx-1301 NDA submission pathway. The extended cash runway into Q4 2025 provides essential buffer beyond the planned mid-2025 NDA filing, which is important as the FDA review process typically takes 10-12 months for standard review.

The alignment of financial resources with regulatory timelines is particularly important for:

• Completing any remaining clinical documentation requirements
• Supporting manufacturing validation processes essential for NDA filing
• Maintaining operational continuity through the critical review period

The private placement structure also indicates compliance-focused execution, mitigating regulatory risks associated with public offerings while ensuring adequate capital for the regulatory process.

Cash Runway Extended Beyond Planned NDA Submission of CTx-1301

KANSAS CITY, Kan., Dec. 23, 2024 (GLOBE NEWSWIRE) -- 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, has completed a financing transaction with an accredited investor which provided net proceeds to CING of $5 million. The transaction was structured as a non-convertible, unsecured promissory note in the principal amount of $5,480,000. The promissory note accumulates interest at a rate of 9% per annum and matures 18 months after its issuance date.

CING intends to use the net proceeds for working capital and other general corporate purposes. Based on planned expenditures, this additional capital provides CING the cash runway to fund clinical, manufacturing, and regulatory activities, as well as operating costs, into the fourth quarter of 2025. Filing of the NDA for potential FDA approval of CTx-1301 is targeted for mid-2025.

The offer and sale of the promissory note is being made by Cingulate Inc. in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, and such securities have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Cingulate Inc.
Cingulate Inc. (Nasdaq: CING), is a biopharmaceutical company utilizing its proprietary PTR drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products, designed to improve the lives of patients suffering from frequently diagnosed conditions characterized by burdensome daily dosing regimens and suboptimal treatment outcomes. With an initial focus on the treatment of ADHD, Cingulate is identifying and evaluating additional therapeutic areas where PTR technology may be employed to develop future product candidates, including to treat anxiety disorders. Cingulate is headquartered in Kansas City.

Forward-Looking Statements 
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to product development, clinical studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities and other statements that are predictive in nature. These statements are generally identified by the use of such words as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,” “expect,” “intend,” “plan,” “continue,” “outlook,” “will,” “potential” and similar statements of a future or forward-looking nature. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on April 1, 2024 and our other filings with the SEC. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Investor & Public Relations:
Thomas Dalton
Vice President, Investor & Public Relations, Cingulate
tdalton@cingulate.com
(913) 942-2301

Matt Kreps
Darrow Associates
mkreps@darrowir.com
(214) 597-8200

FAQ

What are the terms of Cingulate's (CING) December 2024 financing transaction?

Cingulate secured $5 million in net proceeds through a non-convertible, unsecured promissory note of $5.48 million, with a 9% annual interest rate and 18-month maturity period.

How long will Cingulate's new funding extend their cash runway?

The new funding will extend Cingulate's cash runway into the fourth quarter of 2025.

When is Cingulate planning to submit the NDA for CTx-1301?

Cingulate is targeting mid-2025 for the submission of the NDA for CTx-1301.

How will Cingulate use the $5 million in proceeds from the December 2024 financing?

Cingulate will use the proceeds for working capital, clinical activities, manufacturing, regulatory activities, and other general corporate purposes.