Cingulate Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to_________. Commission File Number: 001-40874 Cingulate Inc.(Exact name of registrant as specified in its charter) (913) 942-2300(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 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 subject tosuch 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 registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 12, 2026, 13,276,022 shares of the registrant’s common stock, $0.0001 par value, were issued and outstanding. Cingulate Inc.Form 10-Q for the Quarter Ended March 31, 2026 TABLE OF CONTENTS PagePART IItem 1Financial Statements4Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3Quantitative and Qualitative Disclosures About Market Risk33Item 4Controls and Procedures33PART IIItem 1Legal Proceedings33Item 1ARisk Factors33Item 2Unregistered Sales of Equity Securities and Use of Proceeds34Item 5Other Information34Item 6Exhibits34Signatures352 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21Eof the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,”, “believe,”“estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about thefuture. These statements speak only as of the date of filing this report with the Securities and Exchange Commission (SEC) and involve known andunknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially differentfrom any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect ourbusiness, financial condition and results of operations. These forward-looking statements include, without limitation, statements about thefollowing: ●our ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market LLC (Nasdaq);●our ability to obtain approval for CTx-1301 and the timing of any such approval;●our lack of operating history and need for additional capital;●our plans to develop and commercialize our product candidates;●the timing of our planned clinical trials for our product candidates;●the timing of our New Drug Application (NDA) submissions for our product candidates;●the timing of and our ability to obtain and maintain regulatory approvals for our product candidates;●the clinical utility of our product candidates;●our commercialization, marketing and manufacturing capabilities and strategy;●our ability to identify strategic partnerships;●our expected use of cash;●our competitive position and projections relating to our competitors or our industry;●our ability to identify, recruit, and retain key personnel;●the impact of laws and regulations;●our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Actof 2012 (JOBS Act);●