Cingulate closes $12 million private placement at market price

Cingulate Inc. (NASDAQ: CING) completed a $12 million private investment in public equity financing led by affiliates of Falcon Creek Capital Advisor LLC, the biopharmaceutical company announced.

The private placement was priced at $5.04 per share, matching the Nasdaq closing price on January 26, 2026. The transaction includes 80% warrant coverage and requires all participating investors to observe a 180-day lock-up period.

The financing structure includes convertible preferred stock that accrues 12% annualized interest until conversion, subject to stockholder approval. Warrants carry a three-year term and are exercisable upon stockholder approval. Total potential proceeds could reach $21.4 million if warrants are exercised.

"This long-term financing from life science–focused institutional investors represents strong validation of our strategy, our technology, and the significant commercial opportunity ahead," said CEO Shane J. Schaffer.

Falcon Creek Capital received the right to designate up to two board members, with former Cingulate board member Jeff Hargroves selected as the first designee. Hargroves also participated in the financing.

The proceeds will support general operations as the company prepares for the potential commercial launch of CTx-1301, its lead ADHD treatment candidate. The FDA has assigned a PDUFA target action date of May 31, 2026, for the new drug application.

CTx-1301 is a once-daily tablet using Cingulate's Precision Timed Release platform to deliver three timed releases of dexmethylphenidate throughout the day. The treatment targets the estimated 20 million individuals with ADHD in the United States.

The securities were issued under Section 4(a)(2) of the Securities Act and have not been registered. Cingulate agreed to file a resale registration statement covering the issued shares.

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