CING · Cingulate Inc.
Substantial doubt about the company's ability to continue as a going concern.
“The Company can give no assurance that its plans will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.”View the 10-Q filed May 14, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-07-16 | Callahan Jennifer L. |
EVP and CFO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate. |
Stock Option (right to Buy)
|
19,800 |
| 2026-07-16 | Callahan Jennifer L. |
EVP and CFO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
40,200 |
| 2026-07-16 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
53,600 |
| 2026-07-16 | Hargroves Thomas Jeffrey |
Director |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the Cingulate Inc. 2027 annual meeting of stockholders. |
Stock Option (right to Buy)
|
20,000 |
| 2026-07-16 | Downey Bryan Wade |
Chief Commercial Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate. |
Stock Option (right to Buy)
|
33,000 |
| 2026-07-16 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate. |
Stock Option (right to Buy)
|
26,400 |
| 2026-07-16 | Brams Matthew |
EVP and Chief Medical Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate. |
Stock Option (right to Buy)
|
26,400 |
| 2026-07-16 | Lawrence Bryan Jay |
Director |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the Cingulate Inc. 2027 annual meeting of stockholders. |
Stock Option (right to Buy)
|
20,000 |
| 2026-07-16 | Schaffer Shane J. |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
197,650 |
| 2026-07-16 | Schaffer Shane J. |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate. |
Stock Option (right to Buy)
|
97,350 |
| 2026-07-16 | Downey Bryan Wade |
Chief Commercial Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
67,000 |
| 2026-07-16 | Brams Matthew |
EVP and Chief Medical Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
53,600 |
| 2026-07-16 | Werth Peter J. |
Director |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the Cingulate Inc. 2027 annual meeting of stockholders. |
Stock Option (right to Buy)
|
20,000 |
| 2026-06-30 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option was granted pursuant to the terms of Dr. Silva's Employment Agreement, as amended. |
Stock Option (right to Buy)
|
3,885 |
| 2026-03-31 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option was granted pursuant to the terms of Dr. Silva's Employment Agreement, as amended. |
Stock Option (right to Buy)
|
3,422 |
| 2026-03-09 | Schaffer Shane J. |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Shares of common stock were granted pursuant to the Issuer's 2021 Omnibus Equity Incentive Plan, as amended, for a portion of the Reporting Person's 2025 bonus. |
Common Stock
|
6,862 |
| 2026-03-09 | Patel Nilay Dahyabhai |
EVP, CLO and CCO |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above. |
Common Stock
|
2,086 |
| 2026-03-09 | Callahan Jennifer L. |
EVP and CFO |
Award↑
Filing footnotes — Common Stock (Direct)
Shares of common stock were granted pursuant to the Issuer's 2021 Omnibus Equity Incentive Plan, as amended, for a portion of the Reporting Person's 2025 bonus. |
Common Stock
|
15,329 |
| 2026-03-09 | Brams Matthew |
EVP and Chief Medical Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Shares of common stock were granted pursuant to the Issuer's 2021 Omnibus Equity Incentive Plan, as amended, for a portion of the Reporting Person's 2025 bonus. |
Common Stock
|
4,526 |
| 2026-03-09 | Silva Raul R. |
EVP and CSO |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above. |
Common Stock
|
1,828 |
| 2026-03-09 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Common Stock (Direct)
Shares of common stock were granted pursuant to the Issuer's 2021 Omnibus Equity Incentive Plan, as amended, for a portion of the Reporting Person's 2025 bonus. |
Common Stock
|
4,526 |
| 2026-03-09 | Schaffer Shane J. |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above. |
Common Stock
|
2,959 |
| 2026-03-09 | Brams Matthew |
EVP and Chief Medical Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above. |
Common Stock
|
1,025 |
| 2026-03-09 | Patel Nilay Dahyabhai |
EVP, CLO and CCO |
Award↑
Filing footnotes — Common Stock (Direct)
Shares of common stock were granted pursuant to the Issuer's 2021 Omnibus Equity Incentive Plan, as amended, for a portion of the Reporting Person's 2025 bonus. |
Common Stock
|
5,475 |
| 2026-03-09 | Hargroves Thomas Jeffrey |
Director |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
This Form 3 filing was delayed due technical difficulties in obtaining the reporting person's EDGAR filing codes. The reporting person's beneficial ownership has been reported under the caption "Security Ownership of Certain Beneficial Owners and Management" in the registrant's SEC filings made since February 13, 2026. The option vests as follows: 50% on the six-month anniversary of the date of grant and the remaining shares on the twelve-month anniversary of the date of grant. |
Stock Option (right to Buy)
|
15,000 |
| 2026-03-09 | Callahan Jennifer L. |
EVP and CFO |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above. |
Common Stock
|
6,427 |
| 2026-02-13 | Hargroves Thomas Jeffrey |
Director |
Buy↑
Filing footnotes — Common Stock (Indirect)
This Form 3 filing was delayed due technical difficulties in obtaining the reporting person's EDGAR filing codes. The reporting person's beneficial ownership has been reported under the caption "Security Ownership of Certain Beneficial Owners and Management" in the registrant's SEC filings made since February 13, 2026. Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Common Stock
(I)
|
97,276 |
| 2026-02-13 | Hargroves Thomas Jeffrey |
Director |
Buy↑
Filing footnotes — Warrant to Purchase Common Stock (Indirect)
This Form 3 filing was delayed due technical difficulties in obtaining the reporting person's EDGAR filing codes. The reporting person's beneficial ownership has been reported under the caption "Security Ownership of Certain Beneficial Owners and Management" in the registrant's SEC filings made since February 13, 2026. Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Warrant to Purchase Common Stock
(I)
|
77,821 |
| 2026-02-06 | Werth Peter J. |
Director |
Buy↑
Filing footnotes — Common Stock (Indirect)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Common Stock
(I)
|
19,455 |
| 2026-02-06 | Callahan Jennifer L. |
EVP and CFO |
Buy↑
Filing footnotes — Warrant to Purchase Common Stock (Direct)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. The warrant is exercisable upon the Issuer obtaining stockholder approval of the private placement, as required by the Nasdaq rules. The expiration date of the warrant is 36 months after the exercise date. |
Warrant to Purchase Common Stock
|
3,891 |
| 2026-02-06 | Callahan Jennifer L. |
EVP and CFO |
Buy↑
Filing footnotes — Common Stock (Direct)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. |
Common Stock
|
4,864 |
| 2026-02-06 | Schaffer Shane J. |
Director, Chief Executive Officer |
Buy↑
Filing footnotes — Common Stock (Indirect)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Common Stock
(I)
|
6,809 |
| 2026-02-06 | Brams Matthew |
EVP and Chief Medical Officer |
Buy↑
Filing footnotes — Warrant to Purchase Common Stock (Direct)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. The warrant is exercisable upon the Issuer obtaining stockholder approval of the private placement, as required by the Nasdaq rules. The expiration date of the warrant is 36 months after the exercise date. |
Warrant to Purchase Common Stock
|
1,556 |
| 2026-02-06 | Brams Matthew |
EVP and Chief Medical Officer |
Buy↑
Filing footnotes — Common Stock (Direct)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. |
Common Stock
|
1,946 |
| 2026-02-06 | Schaffer Shane J. |
Director, Chief Executive Officer |
Buy↑
Filing footnotes — Warrant to Purchase Common Stock (Indirect)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. The warrant is exercisable upon the Issuer obtaining stockholder approval of the private placement, as required by the Nasdaq rules. The expiration date of the warrant is 36 months after the exercise date. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Warrant to Purchase Common Stock
(I)
|
5,447 |
| 2026-02-06 | Werth Peter J. |
Director |
Buy↑
Filing footnotes — Warrant to Purchase Common Stock (Indirect)
Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026. The warrant is exercisable upon the Issuer obtaining stockholder approval of the private placement, as required by the Nasdaq rules. The expiration date of the warrant is 36 months after the exercise date. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Warrant to Purchase Common Stock
(I)
|
15,564 |
| 2025-12-31 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option was granted pursuant to the terms of Dr. Silva's Employment Agreement, as amended. |
Stock Option (right to Buy)
|
6,625 |
| 2025-11-03 | Downey Bryan Wade |
Chief Commercial Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
30,000 |
| 2025-11-03 | Downey Bryan Wade |
Chief Commercial Officer |
Other↑
|
No Securities Owned
|
0 |
| 2025-09-30 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option was granted pursuant to the terms of Dr. Silva's Employment Agreement, as amended. |
Stock Option (right to Buy)
|
7,334 |
| 2025-07-08 | Patel Nilay Dahyabhai |
EVP, CLO and CCO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
30,000 |
| 2025-07-08 | Patel Nilay Dahyabhai |
EVP, CLO and CCO |
Other↑
|
No Securities Owned
|
0 |
| 2025-07-07 | Myers Laurie |
EVP and COO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
31,000 |
| 2025-07-07 | Callahan Jennifer L. |
EVP and CFO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
64,500 |
| 2025-07-07 | Brams Matthew |
EVP and Chief Medical Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
52,500 |
| 2025-07-07 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
51,500 |
| 2025-07-07 | Schaffer Shane J. |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date. |
Stock Option (right to Buy)
|
199,500 |
| 2025-06-30 | Silva Raul R. |
EVP and CSO |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option was granted pursuant to the terms of Dr. Silva's Employment Agreement, as amended. |
Stock Option (right to Buy)
|
1,000 |
| 2025-06-20 | Lawrence Bryan Jay |
Director |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the Cingulate Inc. 2026 annual meeting of stockholders. |
Stock Option (right to Buy)
|
15,000 |
| 2025-06-20 | Werth Peter J. |
Director |
Award↑
Filing footnotes — Stock Option (right to Buy) (Direct)
The option vests on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the Cingulate Inc. 2026 annual meeting of stockholders. |
Stock Option (right to Buy)
|
15,000 |