Cingulate Inc. — fact timeline

Jeff Hargroves was appointed as Class II Director at Cingulate Inc..

“Jeff Hargroves has agreed to resign from the Board as a Class I director solely for the purpose of being re-appointed to the Board as a Class II director.”

Jay Roberts departed as Class II Director at Cingulate Inc..

“Jeff Ervin and Jay Roberts, will not seek re-election when their respective terms expire at the Company’s 2026 Annual Meeting of Stockholders”

Jeff Ervin departed as Class II Director at Cingulate Inc..

“Jeff Ervin and Jay Roberts, will not seek re-election when their respective terms expire at the Company’s 2026 Annual Meeting of Stockholders”

Cingulate Inc. reported the quarter ended March 31, 2026 results: net income Net loss was $9.3 million for the three months ended March 31, 2026.

“Cingulate Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026 and providing a business update.”

Cingulate Inc. entered into ATM Agreement with A.G.P./Alliance Global Partners valued at aggregate gross proceeds of up to $100,000,000 (effective 2026-03-24).

“On March 24, 2026, Cingulate Inc. (the “Company”) entered into an ATM Sales Agreement (the “ATM Agreement”) with A.G.P./Alliance Global Partners, as sales agent (“A.G.P.”), pursuant to which the Company may offer and sell, from time to time through A.G.P., shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for aggregate gross proceeds of up to $100,000,000”

Cingulate Inc. reported financial results for the quarter ended December 31, 2025.

“today reported financial results for the quarter ended December 31, 2025, and provided a corporate update.”

Cingulate Inc. reported financial results for the year ended December 31, 2025.

“On March 18, 2026, Cingulate Inc. issued a press release announcing its financial results for the year ended December 31, 2025 and providing a business update.”

Cingulate Inc. issued units consisting of convertible preferred stock and warrants of unit to certain affiliates of Falcon Creek Capital Advisor LLC and other institutional investors for $12 million gross proceeds.

“Cingulate Announces the Closing of a $12 Million Private Placement Priced At-the-Market Under Nasdaq Rules KANSAS CITY, Kan., February 17, 2026 — Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company advancing next-generation treatments for ADHD and other CNS disorders, today announced the successful closing of a $12 million private investment in public equity (PIPE) financing, led by certain affiliates of Falcon Creek Capital Advisor LLC (“Falcon Creek Capital”).”

Cingulate Inc. issued 25,786 shares of common stock to a lender for in exchange for a portion of the debt owed.

“On February 6, 2026, Cingulate Inc. (the “ Company ”) issued 25,786 shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), at a value of $6.16 per share to a lender in exchange for a portion of the debt owed to such lender.”

Cingulate Inc. issued warrants to purchase 1,868,482 shares of Common Stock of warrant to the several purchasers named therein, including certain officers, directors and other affiliates of the Company for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).

“On January 27, 2026, Cingulate Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with the several purchasers named therein (the " Purchasers "), including certain officers, directors and other affiliates of the Company, for the private placement (the " Private Placement ") of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the " Common Stock "), (ii) 973 shares of Series A convertible preferred stock (the " Preferred Stock ") with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the " Warrant Shares ") for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).”

Cingulate Inc. issued 973 shares of Series A convertible preferred stock of preferred stock to the several purchasers named therein, including certain officers, directors and other affiliates of the Company for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).

“On January 27, 2026, Cingulate Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with the several purchasers named therein (the " Purchasers "), including certain officers, directors and other affiliates of the Company, for the private placement (the " Private Placement ") of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the " Common Stock "), (ii) 973 shares of Series A convertible preferred stock (the " Preferred Stock ") with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the " Warrant Shares ") for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).”

Cingulate Inc. issued 2,147,471 shares of the Company’s common stock of common stock to the several purchasers named therein, including certain officers, directors and other affiliates of the Company for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).

“On January 27, 2026, Cingulate Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with the several purchasers named therein (the " Purchasers "), including certain officers, directors and other affiliates of the Company, for the private placement (the " Private Placement ") of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the " Common Stock "), (ii) 973 shares of Series A convertible preferred stock (the " Preferred Stock ") with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the " Warrant Shares ") for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).”

Cingulate Inc.: Adopted a Certificate of Designation for Series A convertible preferred stock, establishing its terms including stated value, dividend rate, conversion price, and voting rights (effective 2026-01-28).

“On January 28, 2026, following approval by the Board of Directors of the Company, the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of designation (the “ Certificate of Designation ”) for the Preferred Stock.”

Cingulate Inc. entered into Securities Purchase Agreement with several purchasers named therein, including certain officers, directors and other affiliates of the Company valued at approximately $12,000,000 (effective 2026-01-27).

“On January 27, 2026, Cingulate Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with the several purchasers named therein (the “ Purchasers ”), including certain officers, directors and other affiliates of the Company, for the private placement (the “ Private Placement ”) of: (i) 2,147,471 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), (ii) 973 shares of Series A convertible preferred stock (the “ Preferred Stock ”) with a stated value of $1,000 and a conversion price equal to a $5.04 per share of Common Stock and (iii) warrants to purchase 1,868,482 shares of Common Stock (the “ Warrant Shares ”) for aggregate gross proceeds of approximately $12,000,000, at a price per share of $5.14 per share of Common Stock (including $0.10 per Warrant Share).”

Cingulate Inc. issued 72,957 shares of Common Stock at a value of $4.11 per share of common stock to lender for exchange for a portion of the debt owed to such lender.

“January 2, 2026, the Company issued 72,957 shares of Common Stock at a value of $4.11 per share to a lender in exchange for a portion of the debt owed to such lender.”

Cingulate Inc. issued 80,645 shares of Common Stock at a value of $3.72 per share of common stock to lender for exchange for a portion of the debt owed to such lender.

“On December 4, 2025, the Company issued 80,645 shares of Common Stock at a value of $3.72 per share to a lender in exchange for a portion of the debt owed to such lender.”

Cingulate Inc. issued 73,746 shares of Common Stock at a value of $3.39 per share of common stock to lender for exchange for a portion of the debt owed to such lender.

“On November 21, 2025, the Company issued 73,746 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a value of $3.39 per share to a lender in exchange for a portion of the debt owed to such lender.”

Cingulate Inc. incurred loan of $6,570,000 with Avondale Capital, LLC at 9% per annum maturing 18 months after its issuance date.

“On November 7, 2025, Cingulate, Inc. (the “Company”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Avondale Capital, LLC, a Utah limited liability company (“Lender”), pursuant to which the Company issued and sold to Lender an unsecured promissory note (the “Note”) in the amount of $6,570,000 (the “Principal Amount”).”

Cingulate Inc. reported for the three months ended March 31, 2024 results: net income Net loss was $3.0 million for the three months ended March 31, 2024, EPS Net loss per share of common stock, basic and diluted $ (0.60 ).

“On May 8, 2024, Cingulate Inc. issued a press release announcing its financial results for the first quarter of 2024 and providing a clinical and business update.”

Cingulate Inc. reported financial results for the twelve months ended December 31, 2023.

“On April 1, 2024, Cingulate Inc. issued a press release announcing its financial results for the year ended December 31, 2023”

Cingulate Inc. received a nasdaq noncompliance notice notice regarding board independence (rules 5605).

“December 26, 2023, the Company received an additional letter from the Staff indicating that, based upon the resignation of three members of the Company’s board of directors on December 12, 2023 and December 13, 2023, the Company no longer complied with the independent director, audit committee, compensation committee and independent director oversight of director nominations requirements as set forth in Nasdaq Listing Rule 5605. Pursuant to the Exception, the Company is required to provide the Panel with prompt notification of any significant events that occur including any event that may call”

Cingulate Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“February 22, 2024, the Nasdaq Hearings Panel (the “Panel”) notified Cingulate Inc. (the “Company”) that (i) as a result of the appointment of three independent board members on February 12, 2024, it had regained compliance with the board composition requirements of Nasdaq set forth in Nasdaq Listing Rule 5605 and (ii) it has granted the Company’s request for an exception to evidence continued compliance with the minimum stockholders’ equity requirement of $2.5 million under the Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”) for continued listing through May 13, 2024 (”

John A. Roberts was appointed as Class II Director at Cingulate Inc..

“Effective February 12, 2024, the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”) fixed the number of directors constituting the Board at five directors and appointed: Bryan Lawrence, 58, as a Class III director to serve until the Company’s 2024 annual meeting of stockholders, and each of Jeffrey S. Ervin, 46, and John A. Roberts, 65, as a Class II director to serve until the Company’s 2026 annual meeting of stockholders.”

Jeffrey S. Ervin was appointed as Class II Director at Cingulate Inc..

“Effective February 12, 2024, the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”) fixed the number of directors constituting the Board at five directors and appointed: Bryan Lawrence, 58, as a Class III director to serve until the Company’s 2024 annual meeting of stockholders, and each of Jeffrey S. Ervin, 46, and John A. Roberts, 65, as a Class II director to serve until the Company’s 2026 annual meeting of stockholders.”

Bryan Lawrence was appointed as Class III Director at Cingulate Inc..

“Effective February 12, 2024, the Board of Directors (the “Board”) of Cingulate Inc. (the “Company”) fixed the number of directors constituting the Board at five directors and appointed: Bryan Lawrence, 58, as a Class III director to serve until the Company’s 2024 annual meeting of stockholders, and each of Jeffrey S. Ervin, 46, and John A. Roberts, 65, as a Class II director to serve until the Company’s 2026 annual meeting of stockholders.”

Cingulate Inc. entered into Purchase Agreement with investors (effective 2024-02-02).

“On February 2, 2024, Cingulate Inc. (the "Company") entered into agreements, including a securities purchase agreement (the "Purchase Agreement"), with investors pursuant to which the Company agreed to sell, in a best efforts public offering (the "Offering") an aggregate of (i) 1,375,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 2,375,000 shares of Common Stock (the "Pre-Funded Warrant Shares"), (iii) series A common warrants (the "Series A Warrants") to purchase up to an aggregate of 3,750,000 shares of Common Stock (the "Series A Common Warrant Shares"), and (iv) series B common warrants (the "Series B Warrants") to purchase up to an aggregate of 1,875,000 shares of Common Stock (the "Series B Common Warrant Shares").”

Cingulate Inc. entered into January Note Conversion Agreement with Werth Family Investment Associates LLC valued at $3,287,500 (effective 2024-01-25).

“On January 25, 2024, the Company and CTx entered into a Note Conversion Agreement (the “January Note Conversion Agreement”) with WFIA, pursuant to which WFIA agreed to convert the Remaining Principal Amount under the A&R Note plus all accrued interest thereon, or $3,287,500, into pre-funded warrants”

Jennifer L. Callahan was appointed as Senior Vice President and Chief Financial Officer at Cingulate Inc..

“On January 25, 2024, the Company appointed Jennifer L. Callahan as the Company’s Senior Vice President and Chief Financial Officer, effective immediately.”

Cingulate Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1), 5605).

“s non-compliance serves as additional and separate bases for desilting of our securities from Nasdaq. As previously disclosed, on November 14, 2023, we received a letter from Nasdaq indicating that, based upon our continued non-compliance the minimum stockholders’ equity requirement in Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”) for continued listing on Nasdaq, the Staff had determined to delist our securities from Nasdaq. We timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”) and Nasdaq granted our request. At the Panel hearing, which is expected to”

Curt Medeiros resigned as Director at Cingulate Inc..

“On December 13, 2023, each of Gregg Givens and Curt Medeiros provided the Company with notice of their resignation from the Board of Directors.”

Gregg Givens resigned as Director at Cingulate Inc..

“On December 13, 2023, each of Gregg Givens and Curt Medeiros provided the Company with notice of their resignation from the Board of Directors.”

Patrick Gallagher resigned as Director at Cingulate Inc..

“On December 12, 2023, Patrick Gallagher provided the Company with notice of his resignation from the Board of Directors.”

Louis G. Van Horn retired as Chief Financial Officer at Cingulate Inc..

“On December 13, 2023, Louis G. Van Horn, Chief Financial Officer, retired from the Company, effective immediately.”

Craig S. Gilgallon resigned as General Counsel at Cingulate Inc..

“On December 12, 2023, Craig S. Gilgallon, General Counsel, informed Cingulate Inc. (the “Company”) that he was resigning as an officer of the Company and was terminating employment with Cingulate Therapeutics LLC, a wholly-owned subsidiary of the Company, effective on December 15, 2023.”

Scott Applebaum resigned as Director at Cingulate Inc..

“On December 6, 2023, Scott Applebaum provided Cingulate Inc. (the “Company”) with notice of his resignation from the Board of Directors.”

Cingulate Inc.: Filed Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-11-30).

“On November 28, 2023, Cingulate Inc. (the “ Company ”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”), which will effect, at 12:01 a.m. Eastern Time on November 30, 2023, a 1-for-20 reverse stock split (the “ Reverse Stock Split ”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “ Common Stock ”).”

Cingulate Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).

“November 14, 2023, Cingulate Inc. (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with the minimum stockholders’ equity requirement in Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”) for continued listing on The Nasdaq Capital Market, the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company intends to timely reque”

Cingulate Inc. shareholders approved Approval, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), of the issuance of up to 10,387,812 shares of the Company's common stock issuable upon the exercise of the Company's Series A warrants and Series B warrants issued to an institutional investor in co at the 2023-11-03 meeting.

“The Company’s stockholders approved, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance of up to 10,387,812 shares of the Company’s common stock issuable upon the exercise of the Company’s Series A warrants and Series B warrants issued to an institutional investor in connection with the Company’s offering that closed on September 13, 2023.”

Cingulate Inc. shareholders approved Amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, w at the 2023-11-03 meeting.

“The Company’s stockholders adopted and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of the Company’s stockholders.”

Cingulate Inc. entered into Note Conversion Agreement with Werth Family Investment Associates LLC (effective 2023-09-08).

“On September 8, 2023, the Company and CTx entered into a Note Conversion Agreement (the “Note Conversion Agreement”) with WFIA, pursuant to which WFIA agreed to convert the Original Principal Amount under the A&R Note plus all accrued interest thereon, or $5,812,500, into pre-funded warrants (“Pre-Funded Warrants”) to purchase 6,838,235 shares (“Pre-Funded Warrant Shares”) of the Company’s common stock”

Cingulate Inc. reported financial results for the quarter ended June 30, 2023.

“On August 14, 2023, the Company issued a press release announcing its financial results for the second quarter of 2023”

Cingulate Inc. entered into Securities Purchase Agreement with Werth Family Investment Associates LLC valued at aggregate gross proceeds to the Company of approximately $1.0 million (effective 2023-08-11).

“On August 11, 2023, Cingulate Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Werth Family Investment Associates LLC (“WFIA”)”

Cingulate Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“July 28, 2023, the Company received a written notice (the “Notice”) from the Staff indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). The Notice does not result in the immediate delisting of the Company’s common stock and warrants from The Nasdaq Capital Market. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stoc”

Cingulate Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“July 28, 2023, the Company received a written notice (the “Notice”) from the Staff indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). The Notice does not result in the immediate delisting of the Company’s common stock and warrants from The Nasdaq Capital Market. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stoc”

Cingulate Inc. shareholders approved Approval of issuance of more than 20% of issued and outstanding common stock pursuant to purchase agreement with Lincoln Park Capital Fund, LLC (Nasdaq Listing Rule 5635(d)) at the 2023-06-15 meeting.

“The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC.”

Cingulate Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-15 meeting.

“The Company’s stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.”

Cingulate Inc. shareholders approved Election of Class II directors at the 2023-06-15 meeting.

“The Company’s stockholders elected the following Class II directors to serve for a term expiring at the 2026 annual meeting of stockholders and until their successors have been duly elected.”

Cingulate Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 16, 2023, Cingulate Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company’s stockholders’ equity of $81,614 as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 was below the required minimum of $2.5 million, and because, as of May 15, 2023, the Company did not meet”

Cingulate Inc. reported financial results for the three months ended March 31, 2023.

“Cingulate Inc. (NASDAQ: CING), a biopharmaceutical company utilizing its proprietary Precision Timed ReleaseTM (PTRTM) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products, today provided financial results for the three months ended March 31, 2023, as well as a clinical and business update.”

Cingulate Inc. amended Note with Werth Family Investment Associates LLC valued at from $5.0 million to $8.0 million (effective 2023-05-09).

“On May 9, 2023, CTx executed an amended and restated promissory note (the “Note”) in favor of WFIA that increased the principal amount of the Original Note from $5.0 million to $8.0 million.”