Cingulate Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Cingulate Inc.(Exact name of registrant as specified in its charter) Delaware86-3825535(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 1901 W. 47thPlaceKansas City,KS66205(Address of principal executive offices)(Zip Code) (913)942-2300(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC(Nasdaq Capital Market)The Nasdaq Stock Market LLC(Nasdaq Capital Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).Yes☒No☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerate filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to theclosing price of the registrant’s common stock on June 30, 2024 was approximately $2.0 million. This calculation does not reflect adetermination that certain persons are affiliates of the registrant for any other purpose. The number of shares outstanding of the registrant’s common stock, par value of $0.0001per share, as of March 21, 2025 was3,768,400. DOCUMENTS INCORPORATED BY REFERENCE None. Cingulate Inc.Annual Report on Form 10-KFor the Year Ended December 31, 2024 PART IItem 1Business4Item 1ARisk Factors44Item 1BUnresolved Staff Comments98Item 1CCybersecurity99Item 2Properties99Item 3Legal Proceedings99Item 4Mine Safety Disclosures99PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities100Item 6[Reserved]100Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations112Item 7AQuantitative and Qualitative Disclosures About Market Risk112Item 8Financial Statements and Supplementary Data112Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure112Item 9AControls and Procedures112Item 9BOther Information113Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections113PART IIIItem 10Directors, Executive Officers and Corporate Governance113Item 11Executive Compensation117Item 12Security Ownership of