Welcome to our dedicated page for Cingulate SEC filings (Ticker: CINGW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Cingulate Inc. (CINGW) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as a Nasdaq-listed biopharmaceutical issuer. Cingulate files a range of documents with the U.S. Securities and Exchange Commission that together outline its financial condition, capital structure, governance, and progress in developing its Precision Timed Release™ (PTR™) platform and lead ADHD candidate, CTx-1301.
Among the most relevant filings for CINGW are Form 10-Q quarterly reports and Form 10-K annual reports, which detail operating expenses such as research and development and general and administrative costs, net losses, cash and working capital levels, and accumulated deficit. These reports also discuss key milestones, including the submission and FDA acceptance of the New Drug Application (NDA) for CTx-1301 under the 505(b)(2) pathway and the assignment of a Prescription Drug User Fee Act (PDUFA) target action date.
Cingulate’s Form 8-K current reports are especially important for tracking material events. Recent 8-Ks describe unregistered sales of equity securities, executive and board changes, the submission of the CTx-1301 NDA, and the announcement of quarterly financial results via press release. Other filings, such as Form NT 10-Q, explain delays in periodic reports and reference management transitions, while the DEF 14A proxy statement for a special meeting outlines stockholder votes on equity issuance under a purchase agreement with Lincoln Park Capital.
For investors focused on the CINGW warrants and capital structure, filings like the Form S-1/A registration statement and related 8-Ks provide detail on committed equity facilities, warrant listings, and share issuances to lenders or service providers. On Stock Titan, these filings are updated in near real time from EDGAR, and AI-powered summaries help explain complex sections, such as equity financing terms, executive compensation arrangements, and risk disclosures, so users can more quickly interpret how each document may affect Cingulate’s development and financing plans.
Cingulate Inc. appointed Zhanpeng “Frederick” Jiang to its Board of Directors as a Class I director effective March 27, 2026. He will serve until the 2028 annual meeting of stockholders, subject to earlier departure under standard conditions and terms linked to a previously filed securities purchase agreement.
Mr. Jiang joins the Audit, Compensation, and Nominating and Corporate Governance Committees, each of which has been reconstituted to include him. The Board determined he is independent under Nasdaq Listing Rule 5605, which is important for committee composition and corporate governance standards.
Under the Non-Employee Director Compensation Program, Mr. Jiang received an option to purchase 15,000 shares of common stock at the Nasdaq last reported sale price on the grant date. The option vests in two equal installments over one year. He will also receive annual cash retainers totaling $56,500 for Board and committee service.
Falcon Creek Capital Advisor LLC and related funds filed an amended beneficial ownership report on Cingulate Inc. common stock after acquiring shares on 03/24/2026 under a Purchase Agreement. Falcon Creek Capital Advisor reports beneficial ownership of 3,856,766 shares, representing 28.50% of Cingulate’s common stock, with shared voting and dispositive power over all such shares. Falcon Creek Technology Fund I holds 350,195 shares, or 2.59%, and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund holds 3,506,571 shares, or 25.91%, each with shared voting and dispositive power. The reporting persons describe their holdings as venture and investment positions and state that, aside from the Purchase Agreement and related arrangements, they have no other contracts or understandings concerning Cingulate’s securities.
Cingulate Inc. entered into an at-the-market equity sales agreement with A.G.P./Alliance Global Partners, allowing the company to sell common stock over time for aggregate gross proceeds of up to $100,000,000. A.G.P. will act as sales agent for these Nasdaq Capital Market transactions and receive a 3.0% commission on any shares sold.
Separately, stockholders at a special meeting approved issuing common stock upon conversion of Series A Convertible Preferred Stock and/or exercise of warrants under a January 27, 2026 securities purchase agreement, satisfying Nasdaq Listing Rule 5635(b) requirements. A related proposal to permit adjournment was also approved but ultimately not used.
Cingulate Inc. executive Raul R. Silva, EVP and CSO, received a grant of 4,526 shares of common stock on March 9, 2026 as part of his 2025 bonus under the company’s 2021 Omnibus Equity Incentive Plan. To cover tax obligations on this grant, 1,828 shares were withheld by the company, a non-market, tax-withholding transaction. After these entries, Silva directly holds 4,645 Cingulate common shares.
Cingulate Inc. chief executive Shane J. Schaffer reported a stock-based compensation event. He received 6,862 shares of common stock on 2026-03-09 under Cingulate’s 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus. To cover tax obligations on this grant, 2,959 shares were withheld, which reduced his directly held common stock to 4,076 shares after these transactions.
In addition to these direct holdings, the report lists 10,175 shares of common stock held indirectly through Fountainhead Shrugged, LLC. Schaffer disclaims beneficial ownership of these indirectly held shares except to the extent of his pecuniary interest.
Cingulate Inc. reported that EVP and CFO Jennifer L. Callahan received a grant of 15,329 shares of common stock on March 9, 2026 as part of her 2025 bonus under the 2021 Omnibus Equity Incentive Plan. Of this grant, 6,427 shares were withheld to cover tax obligations, leaving her with 13,961 shares of common stock held directly after these transactions. The activity reflects a compensation-related stock award combined with tax withholding, not an open-market purchase or sale.
Cingulate Inc. executive Nilay Dahyabhai Patel, EVP, CLO and CCO, received a grant of 5,475 shares of common stock on March 9, 2026. The shares were awarded under Cingulate’s 2021 Omnibus Equity Incentive Plan as part of Patel’s 2025 bonus. To cover related tax obligations, 2,086 shares otherwise issuable were withheld, leaving Patel with 3,389 shares of common stock held directly after these transactions.
Cingulate Inc. reported that EVP and Chief Medical Officer Matthew Brams received a grant of 4,526 shares of common stock on March 9, 2026. The shares were granted under the company’s 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus.
On the same date, 1,025 shares of common stock were withheld to cover his tax obligations related to this grant. After these transactions, Brams directly holds 8,157 shares of common stock. The withholding is a tax payment mechanism, not an open-market sale.
Cingulate Inc. is holding a virtual special stockholder meeting on March 24, 2026 to vote on approving the issuance of common stock tied to a recent private financing and on a possible adjournment of the meeting if votes are insufficient.
The vote would allow conversion of 954 shares of 12% Series A convertible preferred stock and the exercise of a warrant for 1,869,415 common shares, following a $12.0 million private placement that also included 2,147,472 common shares. At a $5.04 conversion and exercise price, this could add about 189,286 conversion shares plus the warrant shares, totaling roughly 19.1% of post‑placement shares.
The lead investor group, managed by Falcon Creek, acquired 2,049,222 common shares, all preferred shares and most warrant shares in the deal and could own about 32.7% of common stock on an as‑converted basis, with the right to designate two of seven directors if stockholders approve the issuance. If the proposal fails, the preferred stock continues accruing 12% annual cumulative dividends and retains its liquidation preference, the warrants cannot be exercised, and the company must call additional meetings every three months until approval.
Cingulate Inc. completed a $12 million private investment in public equity (PIPE) financing priced at the Nasdaq closing price of $5.04 per share on January 26, 2026, with 80% warrant coverage and potential total proceeds of up to $21.4 million. All PIPE investors agreed to a 180-day lock-up, and the company plans to use the funds to support operations as it moves toward the potential commercial launch of CTx-1301, subject to FDA approval. Separately, Cingulate issued 25,786 common shares at $6.16 per share to a lender in exchange for a portion of outstanding debt and appointed Jeff Hargroves to its Board and key committees, with equity and cash compensation under its director program.