Cingulate Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 18, 2026
CING$4.56+2.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---|
(a)(1) Financial Statements
See the Index to Financial Statements on page F-2 for a list of all financial statements filed as part of this annual report.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(b) Exhibits
| Exhibit · Incorporated by Reference | ||||
|---|---|---|---|---|
| Number | Exhibit Description | Form | Exhibit | Filing Date |
| 2.1† | Agreement and Plan of Merger, dated August 30, 2021, among Cingulate, Inc., Cingulate Therapeutics LLC, and Cingulate Pharma LLC | S-1 | 2.1 | 9/9/2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of Cingulate Inc., as amended to date | 10-Q | 3.1 | 8/13/2024 |
| 3.2 | Amended and Restated Bylaws of Cingulate Inc. | 10-K | 3.2 | 3/28/2022 |
| 3.3 | Form of Certificate of Designation of the Company’s Series A Convertible Stock, dated January 27, 2026 | 8-K | 3.1 | 1/28/2026 |
| 4.1 | Specimen Certificate representing shares of common stock of Cingulate Inc. | S-1 | 4.1 | 9/9/2021 |
| 4.2 | Form of Underwriter Common Stock Purchase Warrant | S-1 | 4.2 | 11/10/2021 |
| 4.3 | Form of Common Stock Purchase Warrant | S-1 | 4.3 | 12/9/2021 |
| 4.4 | Form of Warrant Agent Agreement | S-1 | 4.4 | 12/9/2021 |
| 4.5* | Description of Cingulate Inc. Securities | |||
| 4.6 | Form of September 2023 Series A Warrant | S-1/A | 4.6 | 8/29/2023 |
| 4.7 | Form of September 2023 Series B Warrant | S-1/A | 4.7 | 8/29/2023 |
| 4.8 | Form of September 2023 Placement Agent Warrant | S-1/A | 4.8 | 8/29/2023 |
| 4.9 | Form of September 2023 WFIA Pre-Funded Warrant | 8-K | 4.1 | 9/11/2023 |
| 4.10 | Form of January 2024 WFIA Pre-Funded Warrant | 8-K | 4.1 | 1/29/2024 |
| 4.11 | Form of February 2024 Series A Warrant | 8-K | 4.2 | 2/7/2024 |
| 4.12 | Form of February 2024 Series B Warrant | 8-K | 4.3 | 2/7/2024 |
| 4.13 | Form of February 2024 Placement Agent Warrant | 8-K | 4.4 | 2/7/2024 |
| 4.14 | Form of March 2024 WFIA Pre-Funded Warrant | 10-K | 4.16 | 4/1/2024 |
| 4.15 | Form of July 2024 Series C/D Warrant | 8-K | 4.1 | 7/1/2024 |
| 4.16 | Form of July 2024 Placement Agent Warrant | 8-K | 4.1 | 7/1/2024 |
| 4.17† | Form of January 2026 Warrant | 8-K | 4.1 | 1/28/2026 |
| 4.18 | Promissory Note issued to Streeterville Capital, LLC, dated December 20, 2024 | 8-K | 4.1 | 12/23/2024 |
| 4.19 | Promissory Note issued to Avondale Capital, LLC, dated November 7, 2025 | 8-K | 4.1 | 11/10/2025 |
| 10.1# | Patent and Know-How License Agreement, dated August 8, 2018, between BDD Pharma Limited, Cingulate Therapeutics LLC and Drug Delivery International Limited | S-1 | 10.2 | 9/9/2021 |
| 10.2# | Master Services Agreement between Cingulate Therapeutics LLC and Societal CDMO, Inc., dated October 24, 2022 | 8-K | 10.1 | 10/25/2022 |
| 10.3 | Amendment No. 1 to Master Services Agreement, effective February 12, 2025, between Cingulate Therapeutics LLC and Societal CDMO, Inc. (DBA Bend Bioscience) | 10-K | 10.2 | 3/27/2025 |
| 10.4+ | Amended and Restated Employment Agreement, dated December 15, 2025, between Cingulate Therapeutics LLC and Shane J. Schaffer | 8-K | 10.1 | 12/15/2025 |
| 10.5+ | Employment Agreement, dated September 23, 2021, between Cingulate Therapeutics LLC and Matthew N. Brams | S-1 | 10.5 | 9/27/2021 |
| 10.6+ | Amendment to Employment Agreement, effective January 1, 2025, between Cingulate Therapeutics LLC and Matthew N. Brams | 8-K | 10.1 | 1/24/2025 |
| 10.7*+ | Employment Agreement, effective January 1, 2026, between Cingulate Therapeutics LLC and Matthew N. Brams | |||
| 10.8+ | Employment Agreement, dated September 23, 2021, between Cingulate Therapeutics LLC and Laurie A. Myers | S-1 | 10.6 | 9/27/2021 |
| 10.9*+ | Separation Agreement and Release of All Claims, effective August 7, 2025, between Cingulate Therapeutics LLC and Laurie A. Myers | |||
| 10.10+ | Employment Agreement, dated September 23, 2021, between Cingulate Therapeutics LLC and Raul R. Silva | S-1 | 10.9 | 9/27/2021 |
| 10.11+ | Amendment to Employment Agreement, effective January 1, 2023, between Cingulate Therapeutics LLC and Raul R. Silva | 10-K | 10.10 | 3/10/2023 |
| 10.12+ | Amendment to Employment Agreement, effective July 7, 2025, between Cingulate Therapeutics, LLC and Raul A. Silva | S-1 | 10.11 | 7/22/2025 |
| 10.13*+ | Employment Agreement, effective January 1, 2026, between Cingulate Therapeutics LLC and Raul R. Silva | |||
| 10.14+ | Employment Agreement, dated January 25, 2024, between Cingulate Therapeutics LLC, and Jennifer L. Callahan | 8-K | 10.2 | 1/29/2024 |
| 10.15+ | Employment Agreement, effective July 8, 2025, between Cingulate Therapeutics LLC and Nilay D. Patel | 10-Q | 10.3 | 8/19/2025 |
| 10.16*+ | Employment Agreement, effective October 13, 2025, between Cingulate Therapeutics LLC and Bryan Downey | |||
| 10.17+ | Form of Indemnification Agreement | S-1 | 10.10 | 9/9/2021 |
| 10.18+ | Cingulate Inc. 2021 Omnibus Equity Incentive Plan | S-1 | 10.1 | 9/27/2021 |
| 10.19+ | Amendment No. 1 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan | 10-Q | 10.1 | 8/13/2024 |
| 10.20+ | Amendment No. 2 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan | 8-K | 10.1 | 6/11/2025 |
| 10.21+ | Form of Nonqualified Stock Option Award under 2021 Plan | 10-Q | 10.1 | 5/12/2022 |
| 10.22+ | Form of Incentive Stock Option Award under 2021 Plan | 10-Q | 10.2 | 5/12/2022 |
| 10.23+ | Form of Restricted Stock Unit Award under 2021 Plan | S-1 | 10.20 | 9/27/2021 |
| 10.24+ | Form of Restricted Stock Award under 2021 Plan | S-1 | 10.21 | 9/27/2021 |
| 10.25 | At The Market Offering Agreement, dated January 3, 2023, by and between Cingulate Inc. and H.C. Wainwright & Co., LLC | S-3 | 1.2 | 1/3/2023 |
| 10.26 | Amendment to ATM Agreement, dated May 2, 2023, by and between Cingulate Inc. and H.C. Wainwright & Co., LLC | 10-Q | 10.5 | 5/10/2023 |
| 10.27 | Master Services Agreement, effective May 7, 2025, by and between Cingulate Therapeutics, LLC and Indegene, Inc. | 10-Q | 10.4 | 5/8/2025 |
| 10.28 | Purchase Agreement, dated April 24, 2023, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 10.1 | 4/25/2023 |
| 10.29 | Purchase Agreement, dated July 21, 2025, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 10.1 | 7/22/2025 |
| 10.30 | Registration Rights Agreement, dated July 21, 2025, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 10.2 | 7/22/2025 |
| 10.31 | Amended and Restated Promissory Note, dated May 9, 2023, between Cingulate Therapeutics, LLC and Werth Family Investment Associates LLC | 8-K | 10.1 | 5/10/2023 |
| 10.32 | Securities Purchase Agreement, dated August 11, 2023, by and between the Company and Werth Family Investment Associates LLC | 8-K | 10.1 | 8/14/2023 |
| 10.33 | Form of September 2023 Securities Purchase Agreement | S-1/A | 10.1 | 8/29/2023 |
| 10.34 | Note Conversion Agreement, dated September 8, 2023, by and between the Company, Cingulate Therapeutics, LLC and Werth Family Investment Associates LLC | 8-K | 10.1 | 9/11/2023 |
| 10.35 | Note Conversion Agreement, dated January 25, 2024, by and between the Company, Cingulate Therapeutics, LLC and Werth Family Investment Associates LLC | 8-K | 10.1 | 1/29/2024 |
| 10.36 | Form of February 2024 Securities Purchase Agreement | 8-K | 10.1 | 2/7/2024 |
| 10.37 | Form of Inducement Letter, dated June 28, 2024 | 8-K | 10.1 | 7/1/2024 |
| 10.38 | Securities Purchase Agreement between Cingulate Inc. and Streeterville Capital, LLC, dated December 20, 2024 | 8-K | 10.1 | 12/23/2024 |
| 10.39 | Note Purchase Agreement between Cingulate Inc. and Avondale Capital, LLC, dated November 7, 2025 | 8-K | 10.1 | 11/10/2025 |
| 10.40 | Guaranty by Cingulate Therapeutics LLC and Cingulate Works, Inc., dated November 7, 2025 | 8-K | 10.2 | 11/10/2025 |
| 10.41† | Form of Securities Purchase Agreement, dated as of January 27, 2026, by and among the Company and the Purchasers | 8-K | 10.1 | 1/28/2026 |
| 19 | Cingulate Inc. Statement of Company Policy on Insider Trading and Policy Regarding Special Trading Procedures | 10-K | 19 | 3/27/2025 |
| 21.1 | List of Subsidiaries of Cingulate Inc. | 10-K | 21.1 | 4/1/2024 |
| 23.1* | Consent of Independent Registered Public Accounting Firm | |||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 97.1 | Cingulate Inc. Compensation Recovery Policy | 10-K | 97.1 | 4/1/2024 |
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |||
| 101.CAL* | Inline XBRL Extension Calculation Linkbase | |||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |||
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||
† Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.
- Filed Herewith
** Furnished Herewith
- Indicates a management contract or compensatory plan
Certain portions of this exhibit have been omitted because (i) the registrant customarily and actually treats that information as private or confidential and (ii) the omitted information is not material.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.