Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | CINGULATE INC. |
Entity Central Index Key | 0001862150 |
Entity Tax Identification Number | 86-3825535 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1901 W. 47th Place |
Entity Address, City or Town | Kansas City |
Entity Address, State or Province | KS |
Entity Address, Postal Zip Code | 66205 |
City Area Code | (913) |
Local Phone Number | 942-2300 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 16,492,745 | $ 1,197,672 |
Short-term investments | 933 | 933 |
Miscellaneous receivables | 690,248 | 151,772 |
Prepaid expenses and other current assets | 1,698,353 | 439,496 |
Total current assets | 18,882,279 | 1,789,873 |
Property and equipment, net | 3,145,378 | 3,038,959 |
Operating lease right-of-use assets | 858,600 | 958,724 |
Total assets | 22,886,257 | 5,787,556 |
Current liabilities: | ||
Accounts payable | 264,687 | 975,114 |
Accrued expenses | 601,300 | 1,215,559 |
Current installments of obligations under finance leases | 15,096 | 436,259 |
Other current liabilities | 295,595 | 234,168 |
Notes payable | 500,335 | |
Total current liabilities | 1,176,678 | 3,361,435 |
Long-term liabilities: | ||
Obligations under finance leases | 37,534 | 52,630 |
Operating lease liabilities | 828,503 | 1,057,441 |
Other liabilities | 23,615 | |
Total liabilities | 2,042,715 | 4,495,121 |
Stockholders’ Equity | ||
Members’ Capital | 32,314,543 | |
Common Stock, $0.0001 par value; 240,000,000 shares authorized and 11,309,412 shares issued and outstanding as of December 31, 2021 | 1,131 | |
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized and 0 shares issued and outstanding as of December 31, 2021 | ||
Additional Paid-in-Capital | 72,574,510 | |
Accumulated other comprehensive income | 165 | 165 |
Accumulated deficit | (51,732,264) | (31,022,273) |
Total stockholders’ equity | 20,843,542 | 1,292,435 |
Total liabilities and stockholders’ equity | $ 22,886,257 | $ 5,787,556 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 240,000,000 |
Common stock, shares issued | 11,309,412 |
Common stock, shares outstanding | 11,309,412 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 8,410,489 | $ 5,093,277 |
General and administrative | 12,268,909 | 1,990,086 |
Operating loss | (20,679,398) | (7,083,363) |
Interest and other income (expense), net | (30,593) | (100,252) |
Loss before income taxes | (20,709,991) | (7,183,615) |
Income tax benefit (expense) | ||
Net loss | (20,709,991) | (7,183,615) |
Other comprehensive income (loss): | ||
Change in unrealized gain on short-term investments | (133) | |
Comprehensive loss | $ (20,709,991) | $ (7,183,748) |
Net loss per share of common stock, basic and diluted | $ (2.79) | |
Weighted average number of shares used in computing net loss per share of common stock, basic and diluted | 7,413,579 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Members Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 24,454,506 | $ (23,838,658) | $ 32 | $ 615,880 | ||
Beginning balance, shares at Dec. 31, 2019 | ||||||
Members’ capital contributions | 7,860,037 | 7,860,037 | ||||
Unrealized losses on short-term investments | 133 | 133 | ||||
Net loss | (7,183,615) | (7,183,615) | ||||
Ending balance, value at Dec. 31, 2020 | 32,314,543 | (31,022,273) | 165 | 1,292,435 | ||
Ending balance, shares at Dec. 31, 2020 | ||||||
Members’ capital contributions | 7,104,957 | 7,104,957 | ||||
Unrealized losses on short-term investments | ||||||
Common stock issued in IPO, net of issuance costs of $4,627,079 | $ 417 | 20,373,801 | 20,374,218 | |||
Common stock issued in IPO, net of issuance costs of $4,627,079, shares | 4,166,666 | |||||
Stock-based compensation expense | 43,835 | 43,835 | ||||
Conversion of LLC units to common stock in connection with Reorganization Merger | $ 714 | 39,418,786 | (39,419,500) | |||
Conversion of LLC units to common stock in connection with Reorganization Merger, shares | 7,142,746 | |||||
Modification of profits interests units in connection with Reorganization Merger | 12,738,088 | 12,738,088 | ||||
Net loss | (20,709,991) | (20,709,991) | ||||
Ending balance, value at Dec. 31, 2021 | $ 1,131 | $ 72,574,510 | $ (51,732,264) | $ 165 | $ 20,843,542 | |
Ending balance, shares at Dec. 31, 2021 | 11,309,412 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs | $ 4,627,079 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (20,709,991) | $ (7,183,615) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 708,317 | 666,029 |
Stock-based compensation | 43,835 | |
Noncash compensation expense relating to modification of profits interest units | 12,738,088 | |
Changes in operating assets and liabilities: | ||
Miscellaneous receivables | (538,476) | (38,532) |
Prepaid expenses and other current assets | (1,258,857) | (11,612) |
Operating lease right-of-use assets | 100,124 | 176,324 |
Other noncurrent assets | 143,016 | |
Trade accounts payable and accrued expenses | (1,324,686) | (448,812) |
Other current liabilities | 61,427 | |
Operating lease liabilities | (228,938) | (137,492) |
Other liabilities | (23,615) | 23,615 |
Net cash used in operating activities | (10,432,772) | (6,811,079) |
Investing activities: | ||
Purchase of property and equipment | (814,736) | (402,096) |
Purchase of short-term investments | (78) | |
Proceeds from sale of short-term investments | 18,000 | |
Net cash used in investing activities | (814,736) | (384,174) |
Financing Activities: | ||
Proceeds from the issuance of common stock in initial public offering, net | 20,374,218 | |
Members’ capital contributions | 7,104,957 | 7,506,372 |
Proceeds from notes payable | 954,000 | |
Payments on notes payable | (500,335) | (100,000) |
Principal payments on finance lease obligations | (436,259) | (385,917) |
Net cash provided by financing activities | 26,542,581 | 7,974,455 |
Cash and cash equivalents: | ||
Net increase in cash and cash equivalents | 15,295,073 | 779,202 |
Cash and cash equivalents at beginning of year | 1,197,672 | 418,470 |
Cash and cash equivalents at end of year | 16,492,745 | 1,197,672 |
Non-cash activities | ||
Property and equipment accrued but not yet paid at end of period | 279,730 | 201,570 |
Cash payments: | ||
Interest paid | $ 114,725 | $ 50,229 |
Nature of the Business and Liqu
Nature of the Business and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of the Business and Liquidity | (1) Nature of the Business and Liquidity Organization Cingulate Inc. is a clinical stage biopharmaceutical company focused on the development of products utilizing its drug delivery platform technology that enables the formulation and manufacture of once-daily tablets of multi-dose therapies, with an initial focus on the treatment of Attention Deficit/Hyperactivity Disorder (ADHD). The Company is developing two proprietary, first-line stimulant medications, CTx-1301 (dexmethylphenidate) and CTx-1302 (dextroamphetamine), for the treatment of ADHD intended for all patient segments: children, adolescents, and adults. CTx-1301 and CTx-1302 utilize a flexible core tableting technology with target product profile designed to deliver a rapid onset and last the entire active day with a controlled descent of plasma drug level and have favorable tolerability. The Company is preparing to start Phase 3 clinical trials for CTx-1301 in the second quarter of 2022. In addition, the Company has a third product to treat anxiety, CTx-2103, in a proof-of-concept stage. On November 14, 2012, Cingulate Therapeutics LLC (CTx), a Delaware limited liability company, was formed. CTx’s equity owners were referred to as “Members.” On May 1, 2019, Cingulate Inc., a Delaware corporation and wholly-owned subsidiary of CTx, was formed to provide employee services to CTx. On May 6, 2021, Cingulate Inc. changed its name to Cingulate Works Inc. On May 10, 2021, Cingulate Inc. (Cingulate, or the Company), a Delaware corporation and wholly-owned subsidiary of CTx, was formed to serve as a holding company and, on August 16, 2021, Cingulate Pharma LLC (Merger Sub), a Delaware LLC and wholly-owned subsidiary of Cingulate was formed in connection with planned organizational transactions. Effective September 29, 2021, Cingulate acquired CTx through the merger of Merger Sub with and into CTx, with CTx as the surviving entity (the Reorganization Merger). After the Reorganization Merger, CTx remains the entity through which the Company conducts operations. As a result of the Reorganization Merger, CTx become a wholly-owned subsidiary of Cingulate and all outstanding Units of CTx immediately prior to the Reorganization Merger, including Profits Interest Units (PIU’s), and after reflecting the stock dividend and reverse stock splits described below, were converted into 7,142,746 shares of Cingulate common stock pursuant to the terms of the merger agreement. In addition, the Company recognized a noncash modification charge equal to $ 12,738,088 in connection with the conversion of the PIU’s into shares of Cingulate common stock, as further described in Note 8. On December 10, 2021, the Company completed its initial public offering (IPO), in which the Company issued and sold 4,166,666 6.00 25.0 20.4 In conjunction with the Company’s IPO, common stock purchase warrants were issued as described in Note 11 below. Prior to the consummation of the Reorganization Merger, the Company refers to CTx and on or following the consummation of Reorganization Merger, the Company refers to Cingulate. CTx is the predecessor of Cingulate for financial reporting purposes. The consolidated financial statements and notes for the year ended December 31, 2021 represent the full consolidation of Cingulate and its subsidiaries, including CTx and all references to the Company represent this full consolidation. For periods prior to the year ended December 31, 2021, the consolidated financial statements and notes represent the full consolidation of CTx and its subsidiaries. Liquidity The Company has incurred losses and negative cash flows from operations since inception. As a pre-revenue entity, the Company is dependent on the ability to raise capital to support operations until such time as the product candidates under development are FDA approved, manufactured, commercially available to the marketplace and produce revenues. The IPO, which was completed in 2021, provided the Company the ability to continue its research and development activities; however, the Company will need additional funding for operations and development in order to meet its obligations in the longer term. Management is evaluating various strategies to obtain additional funding for operations and development beyond that time which may include additional offerings of common stock, issuance of debt, potential strategic research and development partners, and licensing and/or marketing arrangements with pharmaceutical companies. Successful implementation of these plans involves both the Company’s efforts and factors that are outside its control, such as market factors and FDA approval of product candidates. 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. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Cingulate and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during a reporting period. Actual results could differ from estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. (c) Concentration of Credit Risk The Company maintains cash equivalent deposits, which at various times throughout the fiscal year exceeded the amounts insured by the Federal Deposit Insurance Corporation limit of $ 250,000 (d) Cash and Cash Equivalents Bank demand deposit accounts and short-term liquid investments with an initial maturity of three months or less are considered cash and cash equivalents. Cash and cash equivalents as of December 31, 2021 and 2020 consisted of bank deposits and short-term money market funds. Cash and cash equivalents are carried at cost which is indicative of fair value. (e) Short-term Investments Short-term investments are recorded at fair value with unrealized gains and losses recorded in other comprehensive income (loss) in the period in which they arise. Short-term investments are comprised of short-term bond funds and are classified by the Company as available for sale securities. Gains and losses on the sale of securities, determined using the specific identification method, are recorded on the date of trade. Unrealized gains and losses for the years ended December 31, 2021 and 2020 were $ 0 133 (f) Miscellaneous Receivables Miscellaneous receivables consist of payroll tax credits generated from the Company’s 2020 and 2019 federal income tax returns, which have not yet been received, as well as employee retention tax credits for payroll costs incurred in 2020 and the first three quarters of 2021. As of December 31, 2021 and 2020, the Company determined that there was no allowance necessary relating to these receivables. (g) Property and Equipment, net Property and equipment, net are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Property and equipment are depreciated using the straight-line method over the estimated remaining useful lives or, for leasehold improvements or leased assets under a financing lease, the life of the lease if shorter. (h) Leases The Company is a lessee in two noncancellable operating leases, relating to office space at the Kansas City headquarters office and the New Jersey office and two finance leases, for certain furniture and equipment, one of which the lease term ended on December 31, 2021. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a ROU asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company determines the discount rate it uses to discount the unpaid lease payments to present value, which requires management judgement. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit rate was stated in the agreement for one of the Company’s leases; however, for the others, the implicit rate was not determinable as the Company did not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company uses its incremental borrowing rate as the discount rate for these leases. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company has not been able to borrow on a collateralized basis, it has determined a synthetic credit rating based on factors that a credit rating agency would typically analyze when establishing an entity’s credit rating. Due to the fact that the Company is a pre-revenue developmental entity, the Company determined that its incremental borrowing rate should be based on the composite CCC and lower bond spreads at the lease measurement dates plus a risk-free rate based on specific lease maturities. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of cumulative lease incentives received. Lease expense is recognized on a straight-line basis over the lease term which includes the accretion of the lease liability and amortization of the ROU asset. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownerships of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets for operating and finance leases are evaluated for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property and Equipment-Overall Operating lease ROU assets are presented as operating lease right-of-use assets on the consolidated balance sheet. The current portion of operating lease liabilities is included in other current liabilities and the long-term portion is presented separately as operating lease liabilities on the consolidated balance sheet. Finance lease ROU assets are included in property, plant, and equipment. The current portion of finance lease liabilities is included in current installments of obligations under finance leases on the consolidated balance sheets. (i) Impairment of Long-lived Assets The Company assesses the carrying value of its long-lived assets, including property and equipment, as well as lease ROU assets, when events or circumstances indicate that the carrying value of such assets may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted cash flows expected to be generated by the assets. If the sum of the expected future cash flows is less than the carrying amount, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived asset groups. No (j) Research and Development Research and development costs are expensed as incurred and include all direct and indirect costs associated with the development of the Company’s product candidates. These expenses include payments to third parties for research, development and manufacturing services, personnel costs and depreciation on manufacturing equipment. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. (k) Stock-Based Compensation The Company measures employee and director stock-based compensation expense for all stock-based awards based on their grant date fair value using the Black-Scholes option-pricing model. For stock-based awards with service conditions, stock-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recognized as they occur. See additional information in Note 10. (l) Paycheck Protection Program On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act includes a provision for a Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”) and further amended by the Paycheck Protection Program Flexibility Act of 2020 (“PPP Flexibility Act”), which was enacted on June 5, 2020. In April 2020, the Company received a PPP Loan of $ 312,500 236,457 In July 2021, the Company was notified that the first PPP loan was forgiven by the SBA and in October 2021, the Company was notified that the second PPP loan was forgiven by the SBA. (m) Segments Operating segments are components of a Company for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company currently operates in one operating business segment-drug development. (n) Income Taxes Cingulate Inc. is taxed as a C corporation under the Internal Revenue Code. Cingulate Inc. records deferred income taxes to reflect the impact of temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. As of December 31, 2021, CTx is a wholly-owned disregarded entity of Cingulate Inc., and all of the activity for CTx, along with its wholly-owned subsidiary Cingulate Works Inc., is included in the calculation of the current and deferred tax assets and liabilities for Cingulate Inc. The Company determined that it was more likely than not that it would not realize its deferred tax assets, based on historical levels of income and future forecasts of taxable income, among other items, therefore a full valuation allowance is recorded. The Company has not identified any uncertain tax positions. There have been no interest or penalties recognized in the consolidated financial statements related to uncertain tax positions. In addition, no tax positions exist for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company files income tax returns in the federal and various state jurisdictions. These federal income taxes are immaterial. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2018. (o) Common Stock Purchase Warrants The Company issued warrants in connection with its IPO in December 2021. These equity instruments are valued at the fair value of the instrument issued. See additional information in Note 11. (p) Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration to potential dilutive securities. Diluted net loss per common share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the number of potential dilutive instruments outstanding during the period using the simplified method. Diluted net loss per share is the same as basic net loss per share since the effect of potentially dilutive securities is anti-dilutive. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | (3) Fair Value of Assets and Liabilities The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair values based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Level 2 Level 3 The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize significant transfers between the levels at the actual date of the event. For the year ended December 31, 2021 and 2020, there were no transfers in or out of Levels 1, 2, or 3. The Company has no Level 2 or Level 3 investments. The cash and short-term investments held by the Company are categorized as Level 1 investments as quoted market prices are readily available for these investments. Assets measured and carried at fair value on a recurring basis are summarized below: Schedule of Assets Measured and Carried at Fair value on Recurring Basis December 31, 2021 Amortized Gross Unrealized Gross Unrealized Fair Value of Current Fair Value of Non-Current Fair Value of Total Cost Gains Losses Assets Assets Assets Equity investments Mutual funds $ 933 $ - $ - $ - $ - $ 933 December 31, 2020 Amortized Gross Unrealized Gross Unrealized Fair Value of Current Fair Value of Non-Current Fair Value of Total Cost Gains Losses Assets Assets Assets Equity investments Mutual Funds $ 920 $ 13 $ - $ 933 $ - $ 933 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (4) Property and Equipment Property and equipment, net consists of the following at December 31, 2021 and 2020: Schedule of Property and Equipment Estimated Useful Life (in years) 2021 2020 Equipment 2 7 $ 2,509,126 $ 1,988,598 Furniture and fixtures 7 145,754 131,278 Computer equipment 5 41,898 41,898 Leasehold improvements 5 471,505 471,505 Construction-in-process - 1,643,150 1,363,418 Property and equipment, gross 4,811,433 3,996,697 Less: accumulated depreciation (1,666,055 ) (957,738 ) Property and equipment, net $ 3,145,378 $ 3,038,959 Depreciation expense was $ 708,317 666,029 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (5) Accrued Expenses Accrued expenses consisted of the following at December 31, 2021 and 2020: Schedule of Accrued Expenses 2021 2020 Payroll and related costs $ — $ 1,082,643 Professional and consulting fees 15,000 15,000 Research and development 250,000 18,944 CIP- Equipment 279,730 — Interest — 64,105 Other 56,570 34,867 Accrued Expenses $ 601,300 $ 1,215,559 Payroll was deferred for a number of the Company’s employees in 2020 and 2021 and was paid in full in December 2021. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | (6) Notes Payable Notes payable consisted of the following as of December 31, 2021 and 2020: Schedule of Notes Payable 2021 2020 $100,000, unsecured note payable to a member of CTx, principal and interest of 8% due in full on February 24, 2022 (1) $ — $ 100,000 $ 100,000 8 (1) $ — $ 100,000 $ 354,000 8 (1) — 254,000 $ 500,000 8 (2) — 146,335 $ — $ 500,335 (1) Prior to the Reorganization Merger, principal and interest was convertible upon lenders’ notice into Preferred Units of CTx at a 25 (2) Prior to the Reorganization Merger, principal and interest was convertible upon lender’s notice into Preferred units of CTx at the offered unit prices at the time of conversion. $ 353,665 246,096 Interest expense for these notes payable was $ 33,407 54,605 |
Members_ Capital
Members’ Capital | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Members’ Capital | (7) Members’ Capital Prior to the Reorganization Merger, the Company had multiple classes of Members’ capital, comprised of Founders Units, Class B, D, E, F and G Preferred Units, and Class C Profits Interests. Class B, E, F and G Preferred Units had similar rights specifically related to cash distributions as a return of invested capital. Class D Preferred Units had all the rights of Founders and the other Classes of Preferred Units plus some additional rights noted below. All classes of Members’ capital had voting rights. The Company maintained capital accounts for each Member. 3,243,201 Class F Preferred Units The CTx Board authorized 6,984,985 11.3 rd Class G Preferred Units The CTx Board authorized 12,000,000 2,998,184 6.7 Distributions, if any, from the Company were to be made first to the holders of Class B, D, E, F and G Preferred Units, pro rata in proportion to each such Member’s unreturned capital contributions. Distributions were then to be made to all Members including Founders Units, pro rata in proportion to the number of units held by each Member, with consideration given to the applicable distribution thresholds for Class C Profits Interests at which each was issued and as disclosed in each Profits Interest Unit agreement, as further described in Note 8. Costs associated with issuance of the Units is immaterial. Pursuant to the terms of the Reorganization Merger, all Units were converted into shares of common stock of Cingulate, as further described in Note 1. |
Profits Interest Plan
Profits Interest Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Profits Interest Plan | (8) Profits Interest Plan During 2017, the CTx Board established and adopted the Cingulate Therapeutics LLC Equity Incentive Plan (the “Plan”) to provide for issuance of Class C PIU’s to employees, CTx Members, Board members and service providers of the Company, as defined in the Plan, eligible to receive PIU’s as an incentive under the Plan. PIU’s were granted at the discretion of the Board of Managers of the Company and in some cases at the discretion of the Chief Executive Officer of the Company based upon Board authorization. The PIU’s were issued at a Distribution Threshold equal to the pre-money fair market valuation of the Company at the date of issuance. The Distribution Threshold was the amount by which a cash distribution, made pro rata to all Members, if any, must have been exceeded in order for a particular PIU holder to participate in the allocated distribution beyond that threshold. Based on the terms of the award, the Distribution Threshold was treated as a performance condition for purposes of financial statement recognition. The PIU’s vesting period with respect to the service condition was defined in the PIU award agreement and ranged from 30 107 Immediately prior to the Reorganization Merger and as of December 31, 2020, the Company had granted and issued 8,500,000 8,142,461 , Compensation – Stock Compensation, 8.5 1,158,008 12.7 8.2 4.5 The following summarizes the activity of the Company’s Plan: Summary of Stock Option Activity Distribution Thresholds Profits Interest Units (stated in millions) Oustanding at January 1, 2020 6,616,781 $ 25 120 Issued 1,525,680 $ 80 120 Forfeited - Outstanding at December 31, 2020 8,142,461 Issued 357,539 Forfeited - Converted to common shares upon Reorganization Merger (8,500,000 ) Outstanding at December 31, 2021 - Prior to the Reorganization Merger, the Company had issued all units available under the Plan and all units had vested based upon the vesting period as outlined in the PIU agreement. PIUs issued and outstanding prior to the Reorganization Merger, which was also the modification date, at the various distribution thresholds were as follows: Schedule of Various Distribution Thresholds Year Granted $25 $40 $75 $80 $90 $120 $160 Total Distribution Threshold $ (in millions): Year Granted $25 $40 $75 $80 $90 $120 $160 Total 2017 4,753,000 125,200 - - - - - 4,878,200 2018 - 661,525 217,725 22,883 - - - 902,133 2019 - - - - 377,524 458,924 - 836,448 2020 - - - 1,476,126 - 49,554 - 1,525,680 2021 357,539 357,539 Total 4,753,000 786,725 217,725 1,499,009 377,524 508,478 357,539 8,500,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | (9) Stockholders’ Equity The Company has authorized 240,000,000 0.0001 10,000,000 0.0001 11,309,412 7,142,746 4,166,666 6.00 20.4 The holders of common stock are entitled to one vote for each share of common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company, the holders of common stock shall be entitled to share in the remaining assets of the Company available for distribution, if any. Holders of the shares of common stock are entitled to dividends when, as and if declared by the Board of Directors. Stock Dividend On September 30, 2021, the Company effected a stock dividend of 0.029 448,045 No Reverse Stock Splits On October 12, 2021, Cingulate effected a reverse stock split of its issued and outstanding shares of common stock at a ratio of 0.699-for-1, and on November 29, 2021, Cingulate effected a second reverse stock split of its issued and outstanding shares of common stock at a ratio of 0.64259-for-1 (the “Reverse Stock Splits”). No fractional shares of common stock were issued in connection with either of the Reverse Stock Splits, and all such fractional interests were rounded down to the nearest whole number. All share data, per share data and related information for all periods presented in the accompanying consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Splits. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | (10) Stock-Based Compensation In September 2021, the Company’s board of directors and stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards. No awards may be made under the 2021 Plan on or after September 24, 2031, but the 2021 Plan will continue thereafter while previously granted awards remain outstanding. The initial number of shares of common stock available for issuance in connection with options and other awards granted under the 2021 Plan was 1,086,160 The number of shares of common stock available for issuance under the 2021 Plan will automatically increase on January 1st of each year commencing with January 1, 2022 and on each January 1 thereafter until the expiration date, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, on a fully diluted basis, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur. The Company recorded stock-based compensation expense of $ 43,835 2,637,895 4 A summary of option activity under the Plan during the year ended December 31, 2021 was as follows: Summary of Option Activity Weighted-Average Weighted-Average Remaining Aggregate Intrinsic Shares Exercise Price Contractual Term Value Outstanding at December 31, 2020 — Grants 523,285 $ 6.00 6.25 - Exercised — Forfeitures or expirations — Outstanding at December 31, 2021 523,285 Vested and expected to vest at December 31, 2021 - Exercisable at December 31, 2021 - The Company’s stock options issued in 2021 qualify for equity accounting treatment under ASC 718 and are measured at fair value as of their grant date accordingly. The fair value of the options were estimated using a Black-Scholes model. The assumptions that the Company used to estimate the grant-date fair value of stock options granted to employees and directors were as follows: Schedule of Fair Value Assumption December 31, 2021 Risk-free interest rate 0.012 % Expected term (in years) 6.25 Expected volatility 1.134 Expected dividend yield 0 % Risk-Free Interest Rate Expected Term: Expected Volatility Expected Dividend Yield zero . The grant-date fair value of options granted during the year ended December 31, 2021 was $ 5.125 . The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock. Because there were no stock options with exercise prices lower than the fair value of the Company’s common stock, the aggregate intrinsic value is zero. |
Common Stock Purchase Warrants
Common Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Purchase Warrants | |
Common Stock Purchase Warrants | (11) Common Stock Purchase Warrants For each of the 4,166,666 6.00 624,999 .001 4,791,665 6.00 warrants are exercisable from December 10, 2021 through December 10, 2026. In addition to the common stock purchase warrants noted above, the Company issued 208,333 7.50 warrants are exercisable from June 7, 2022 through December 10, 2026. The warrants were valued using a Black-Scholes model with a risk-free rate of .0082 5.0 1.24 The following table summarizes the Company’s outstanding warrants as of December 31, 2021: Summary of Outstanding Warrants Grant Date Grant Date Number of Exercise Fair Value Fair Value Warrants Price per Warrant Total Balance- December 31, 2020 Underwritten public offering 4,791,665 $ 6.00 $ 4.77 $ 22,856,242 Issuance of underwriter warrants 208,333 $ 7.50 $ 4.64 966,665 Balance- December 31, 2021 4,999,998 $ 23,822,907 The Company has accounted for these warrants as equity-classified instruments under ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, Schedule of Fair Value of Warrants to Additional Paid in Capital Percent Fair of Total Amount Value Fair Value Allocated Common Stock $ 25,000,000 51.2 % $ 12,800,000 Common Stock Purchase Warrants 23,822,907 48.8 % 12,200,000 Total $ 48,822,907 100 % $ 25,000,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) Income Taxes Cingulate Inc. is taxed as a C corporation under the Internal Revenue Code. Cingulate Inc. records deferred income taxes to reflect the impact of temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. As of December 31, 2021, CTx is a wholly-owned disregarded entity of Cingulate Inc., and all of the activity for CTx, along with its wholly-owned subsidiary Cingulate Works Inc., is included in the calculation of the current and deferred tax assets and liabilities for Cingulate Inc. No deferred income tax benefit or expense was recorded as of December 31, 2021, for federal or state income taxes. Evaluating the need for, and amount of, a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence on a jurisdiction-by-jurisdiction basis. Such judgments require the Company to interpret existing tax law and other published guidance as applied to its circumstances. As part of this assessment, the Company considers both positive and negative evidence about its profitability and tax situation. A valuation allowance is provided if, based on available evidence, it is more likely than not that all or some portion of a deferred tax asset will not be realized. The Company determined that it was more likely than not that it would not realize its deferred tax assets, based on historical levels of income and future forecasts of taxable income, among other items. The Company recorded a valuation allowance of its net deferred tax assets totaling $ 847,269 The Company files income tax returns in the U.S. federal and various state jurisdictions. The Companies are not subject to U.S. federal and state income tax examinations by tax authorities for years before 2018. The Company follows the provisions of FASB ASC 740, Income Taxes Schedule of Deferred Tax Assets and Liabilities December 31, 2021 Deferred income tax assets: Current: Accrual to cash $ 4,050 Non-current: Patents 90,480 Net operating losses 1,201,974 Other 61,441 Gross deferred income tax assets 1,357,945 Less: valuation allowance (847,269 ) Net deferred income tax asset 510,676 Deferred income tax liabilities: Current: Accrual to cash (105,075 ) Non-current Property and equipment (405,601 ) Gross deferred income tax liabilities (510,676 ) Net deferred tax asset (liability) $ - |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | (13) Leases In late December 2017, the Company entered into a 36-month noncancelable lease agreement for office space with rent commencing February 1, 2018. The base rent for this lease ranged from $ 9,479 9,625 five years 30,453 33,145 201,600 The Company leases office space for its New Jersey based employees from a related party, as further described in Note 16. The base rent for this lease was $ 3,000 per month in 2020 and 2019 and it was entered into in January 2018, for a three three years with a base rent of $ 3,000 per month. In 2018, the Company entered into an 18-month operating lease for manufacturing equipment. Interim rent was incurred during installation of the equipment with the lease commencing in June 2018. Monthly lease payments for this leased equipment were $ 61,786 this lease was extended for a period of twenty-four months with a monthly lease payment of $ 37,072 In April 2020, the Company entered into a 60-month lease agreement for office furniture under a lease classified as a financing lease as title of the furniture transfers to the Company at the end of the lease term. Monthly lease payments are $ 1,491 6.12 The components of lease cost for the years ended December 31, 2021 and 2020 were as follows: Summary of Components of Lease Cost 2021 2020 Operating lease cost $ 338,787 $ 338,787 Finance lease cost: Amortization of right-of-use assets 409,927 408,180 Interest on lease liabilities 26,504 72,374 Total finance lease cost 436,431 480,554 Total lease cost $ 775,218 $ 819,341 Amounts reported in the consolidated balance sheets as of December 31, 2021 and 2020 were as follows: Summary of Lease Reported in Consolidated Balance Sheets 2021 2020 Operating Leases: Operating lease right-of-use assets $ 858,600 $ 958,724 Other current liabilities 295,595 234,168 Operating lease liabilities 828,503 1,057,441 Total operating lease liabilities 1,124,098 1,291,609 Finance leases: Property and equipment 76,928 874,803 Accumulated amortization (29,602 ) (407,180 ) Property and equipment, net 47,326 467,623 Current installments of obligations under finance leases 15,096 436,259 Current installments of obligations under finance leases 15,096 436,259 Long-term portion of obligations under finance leases 37,534 52,630 Long-term portion of obligations under finance leases 37,534 52,630 Total finance lease liabilities $ 52,630 $ 488,889 Other information relating to leases as of December 31, 2021 and 2020 was as follows: Summary of Other Information Relating to Leases Supplemental cash flow information: 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 433,172 $ 299,953 Operating cash flow from finance leases 26,504 72,374 Financing cash flow from finance leases 436,259 385,917 ROU assets obtained in exchange for lease obligations: Operating leases - - Finance leases - 76,928 Reductions to ROU assets resulting from reductions to lease obligations: Operating leases 196,245 176,324 Finance leases 409,927 407,180 Weighted average remaining lease term: Operating leases 39 52 Finance leases 39 17 Weighted average discount rate: Operating leases 11.57 % 11.76 % Finance leases 6.12 % 10.85 % Maturities of lease liabilities under noncancellable leases as of December 31, 2021 are as follows: Summary of Maturity of Lease Liabilities Operating Finance leases leases 2022 406,400 17,900 2023 414,800 17,900 2024 393,005 17,900 2025 132,580 4,473 Thereafter - - Total undiscounted lease payments 1,346,785 58,173 Less imputed interest (222,687 ) (5,543 ) Total lease liabilities $ 1,124,098 $ 52,630 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (14) Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share for the year ended December 31, 2021: Schedule of Net Loss Per Share Basic And Diluted 2021 Numerator: Net loss $ (20,709,991 ) Denominator: Weighted average common shares outstanding 7,413,579 Net loss per share, basic and diluted $ (2.79 ) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Schedule of Potentially Dilutive Securities 2021 Stock options issued under the 2021 Equity Incentive Plan 523,285 Common stock purchase warrants outstanding 4,999,998 Total 5,523,283 |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreement | (15) License Agreement CTx has a licensing agreement with a company related to the patents and licensed know-how for use in the development of CTx-1301, CTx-1302, and CTx-2103. CTx will pay the following upon the occurrence of the following milestone events: ● $ 250,000 ● $ 250,000 ● $ 250,000 500,000 ● $ 250,000 The Company has accrued the $ 250,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (16) Related Party Transactions The general counsel of the Company is a partner with a law firm providing office facilities space that is leased by the Company. Rental expense incurred by the Company to the law firm was $ 36,000 0 27,000 A member of the Company’s Board of Directors, is a Senior Managing Director at Laidlaw & Company (UK) Ltd. Laidlaw & Company (UK) Ltd. acted as co-lead book-running underwriter for the Company’s IPO. The discounts and commissions paid to Laidlaw & Company (UK) Ltd. in connection with the IPO were approximately $ 500,000 The Company had three loans outstanding with related parties as of December 31, 2020, all three of which were Members of CTx and one was also on the Board of Managers of CTx. (See Note 6) These loans were paid in full in 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (17) Subsequent Events Management evaluated events that occurred subsequent to December 31, 2021 through March 28, 2022, which is the date the financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Cingulate and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during a reporting period. Actual results could differ from estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. |
Concentration of Credit Risk | (c) Concentration of Credit Risk The Company maintains cash equivalent deposits, which at various times throughout the fiscal year exceeded the amounts insured by the Federal Deposit Insurance Corporation limit of $ 250,000 |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Bank demand deposit accounts and short-term liquid investments with an initial maturity of three months or less are considered cash and cash equivalents. Cash and cash equivalents as of December 31, 2021 and 2020 consisted of bank deposits and short-term money market funds. Cash and cash equivalents are carried at cost which is indicative of fair value. |
Short-term Investments | (e) Short-term Investments Short-term investments are recorded at fair value with unrealized gains and losses recorded in other comprehensive income (loss) in the period in which they arise. Short-term investments are comprised of short-term bond funds and are classified by the Company as available for sale securities. Gains and losses on the sale of securities, determined using the specific identification method, are recorded on the date of trade. Unrealized gains and losses for the years ended December 31, 2021 and 2020 were $ 0 133 |
Miscellaneous Receivables | (f) Miscellaneous Receivables Miscellaneous receivables consist of payroll tax credits generated from the Company’s 2020 and 2019 federal income tax returns, which have not yet been received, as well as employee retention tax credits for payroll costs incurred in 2020 and the first three quarters of 2021. As of December 31, 2021 and 2020, the Company determined that there was no allowance necessary relating to these receivables. |
Property and Equipment, net | (g) Property and Equipment, net Property and equipment, net are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Property and equipment are depreciated using the straight-line method over the estimated remaining useful lives or, for leasehold improvements or leased assets under a financing lease, the life of the lease if shorter. |
Leases | (h) Leases The Company is a lessee in two noncancellable operating leases, relating to office space at the Kansas City headquarters office and the New Jersey office and two finance leases, for certain furniture and equipment, one of which the lease term ended on December 31, 2021. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a ROU asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company determines the discount rate it uses to discount the unpaid lease payments to present value, which requires management judgement. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit rate was stated in the agreement for one of the Company’s leases; however, for the others, the implicit rate was not determinable as the Company did not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company uses its incremental borrowing rate as the discount rate for these leases. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company has not been able to borrow on a collateralized basis, it has determined a synthetic credit rating based on factors that a credit rating agency would typically analyze when establishing an entity’s credit rating. Due to the fact that the Company is a pre-revenue developmental entity, the Company determined that its incremental borrowing rate should be based on the composite CCC and lower bond spreads at the lease measurement dates plus a risk-free rate based on specific lease maturities. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of cumulative lease incentives received. Lease expense is recognized on a straight-line basis over the lease term which includes the accretion of the lease liability and amortization of the ROU asset. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownerships of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets for operating and finance leases are evaluated for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property and Equipment-Overall Operating lease ROU assets are presented as operating lease right-of-use assets on the consolidated balance sheet. The current portion of operating lease liabilities is included in other current liabilities and the long-term portion is presented separately as operating lease liabilities on the consolidated balance sheet. Finance lease ROU assets are included in property, plant, and equipment. The current portion of finance lease liabilities is included in current installments of obligations under finance leases on the consolidated balance sheets. |
Impairment of Long-lived Assets | (i) Impairment of Long-lived Assets The Company assesses the carrying value of its long-lived assets, including property and equipment, as well as lease ROU assets, when events or circumstances indicate that the carrying value of such assets may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted cash flows expected to be generated by the assets. If the sum of the expected future cash flows is less than the carrying amount, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived asset groups. No |
Research and Development | (j) Research and Development Research and development costs are expensed as incurred and include all direct and indirect costs associated with the development of the Company’s product candidates. These expenses include payments to third parties for research, development and manufacturing services, personnel costs and depreciation on manufacturing equipment. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. |
Stock-Based Compensation | (k) Stock-Based Compensation The Company measures employee and director stock-based compensation expense for all stock-based awards based on their grant date fair value using the Black-Scholes option-pricing model. For stock-based awards with service conditions, stock-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recognized as they occur. See additional information in Note 10. |
Paycheck Protection Program | (l) Paycheck Protection Program On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act includes a provision for a Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”) and further amended by the Paycheck Protection Program Flexibility Act of 2020 (“PPP Flexibility Act”), which was enacted on June 5, 2020. In April 2020, the Company received a PPP Loan of $ 312,500 236,457 In July 2021, the Company was notified that the first PPP loan was forgiven by the SBA and in October 2021, the Company was notified that the second PPP loan was forgiven by the SBA. |
Segments | (m) Segments Operating segments are components of a Company for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company currently operates in one operating business segment-drug development. |
Income Taxes | (n) Income Taxes Cingulate Inc. is taxed as a C corporation under the Internal Revenue Code. Cingulate Inc. records deferred income taxes to reflect the impact of temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. As of December 31, 2021, CTx is a wholly-owned disregarded entity of Cingulate Inc., and all of the activity for CTx, along with its wholly-owned subsidiary Cingulate Works Inc., is included in the calculation of the current and deferred tax assets and liabilities for Cingulate Inc. The Company determined that it was more likely than not that it would not realize its deferred tax assets, based on historical levels of income and future forecasts of taxable income, among other items, therefore a full valuation allowance is recorded. The Company has not identified any uncertain tax positions. There have been no interest or penalties recognized in the consolidated financial statements related to uncertain tax positions. In addition, no tax positions exist for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company files income tax returns in the federal and various state jurisdictions. These federal income taxes are immaterial. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2018. |
Common Stock Purchase Warrants | (o) Common Stock Purchase Warrants The Company issued warrants in connection with its IPO in December 2021. These equity instruments are valued at the fair value of the instrument issued. See additional information in Note 11. |
Net Loss per Share | (p) Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration to potential dilutive securities. Diluted net loss per common share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the number of potential dilutive instruments outstanding during the period using the simplified method. Diluted net loss per share is the same as basic net loss per share since the effect of potentially dilutive securities is anti-dilutive. |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured and Carried at Fair value on Recurring Basis | Assets measured and carried at fair value on a recurring basis are summarized below: Schedule of Assets Measured and Carried at Fair value on Recurring Basis December 31, 2021 Amortized Gross Unrealized Gross Unrealized Fair Value of Current Fair Value of Non-Current Fair Value of Total Cost Gains Losses Assets Assets Assets Equity investments Mutual funds $ 933 $ - $ - $ - $ - $ 933 December 31, 2020 Amortized Gross Unrealized Gross Unrealized Fair Value of Current Fair Value of Non-Current Fair Value of Total Cost Gains Losses Assets Assets Assets Equity investments Mutual Funds $ 920 $ 13 $ - $ 933 $ - $ 933 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following at December 31, 2021 and 2020: Schedule of Property and Equipment Estimated Useful Life (in years) 2021 2020 Equipment 2 7 $ 2,509,126 $ 1,988,598 Furniture and fixtures 7 145,754 131,278 Computer equipment 5 41,898 41,898 Leasehold improvements 5 471,505 471,505 Construction-in-process - 1,643,150 1,363,418 Property and equipment, gross 4,811,433 3,996,697 Less: accumulated depreciation (1,666,055 ) (957,738 ) Property and equipment, net $ 3,145,378 $ 3,038,959 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at December 31, 2021 and 2020: Schedule of Accrued Expenses 2021 2020 Payroll and related costs $ — $ 1,082,643 Professional and consulting fees 15,000 15,000 Research and development 250,000 18,944 CIP- Equipment 279,730 — Interest — 64,105 Other 56,570 34,867 Accrued Expenses $ 601,300 $ 1,215,559 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of December 31, 2021 and 2020: Schedule of Notes Payable 2021 2020 $100,000, unsecured note payable to a member of CTx, principal and interest of 8% due in full on February 24, 2022 (1) $ — $ 100,000 $ 100,000 8 (1) $ — $ 100,000 $ 354,000 8 (1) — 254,000 $ 500,000 8 (2) — 146,335 $ — $ 500,335 (1) Prior to the Reorganization Merger, principal and interest was convertible upon lenders’ notice into Preferred Units of CTx at a 25 (2) Prior to the Reorganization Merger, principal and interest was convertible upon lender’s notice into Preferred units of CTx at the offered unit prices at the time of conversion. $ 353,665 246,096 |
Profits Interest Plan (Tables)
Profits Interest Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Various Distribution Thresholds | PIUs issued and outstanding prior to the Reorganization Merger, which was also the modification date, at the various distribution thresholds were as follows: Schedule of Various Distribution Thresholds Year Granted $25 $40 $75 $80 $90 $120 $160 Total Distribution Threshold $ (in millions): Year Granted $25 $40 $75 $80 $90 $120 $160 Total 2017 4,753,000 125,200 - - - - - 4,878,200 2018 - 661,525 217,725 22,883 - - - 902,133 2019 - - - - 377,524 458,924 - 836,448 2020 - - - 1,476,126 - 49,554 - 1,525,680 2021 357,539 357,539 Total 4,753,000 786,725 217,725 1,499,009 377,524 508,478 357,539 8,500,000 |
Equity Incentive Plan (PIU) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following summarizes the activity of the Company’s Plan: Summary of Stock Option Activity Distribution Thresholds Profits Interest Units (stated in millions) Oustanding at January 1, 2020 6,616,781 $ 25 120 Issued 1,525,680 $ 80 120 Forfeited - Outstanding at December 31, 2020 8,142,461 Issued 357,539 Forfeited - Converted to common shares upon Reorganization Merger (8,500,000 ) Outstanding at December 31, 2021 - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Value Assumption | The Company’s stock options issued in 2021 qualify for equity accounting treatment under ASC 718 and are measured at fair value as of their grant date accordingly. The fair value of the options were estimated using a Black-Scholes model. The assumptions that the Company used to estimate the grant-date fair value of stock options granted to employees and directors were as follows: Schedule of Fair Value Assumption December 31, 2021 Risk-free interest rate 0.012 % Expected term (in years) 6.25 Expected volatility 1.134 Expected dividend yield 0 % |
2021 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Option Activity | A summary of option activity under the Plan during the year ended December 31, 2021 was as follows: Summary of Option Activity Weighted-Average Weighted-Average Remaining Aggregate Intrinsic Shares Exercise Price Contractual Term Value Outstanding at December 31, 2020 — Grants 523,285 $ 6.00 6.25 - Exercised — Forfeitures or expirations — Outstanding at December 31, 2021 523,285 Vested and expected to vest at December 31, 2021 - Exercisable at December 31, 2021 - |
Common Stock Purchase Warrants
Common Stock Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Purchase Warrants | |
Summary of Outstanding Warrants | The following table summarizes the Company’s outstanding warrants as of December 31, 2021: Summary of Outstanding Warrants Grant Date Grant Date Number of Exercise Fair Value Fair Value Warrants Price per Warrant Total Balance- December 31, 2020 Underwritten public offering 4,791,665 $ 6.00 $ 4.77 $ 22,856,242 Issuance of underwriter warrants 208,333 $ 7.50 $ 4.64 966,665 Balance- December 31, 2021 4,999,998 $ 23,822,907 |
Schedule of Fair Value of Warrants to Additional Paid in Capital | Schedule of Fair Value of Warrants to Additional Paid in Capital Percent Fair of Total Amount Value Fair Value Allocated Common Stock $ 25,000,000 51.2 % $ 12,800,000 Common Stock Purchase Warrants 23,822,907 48.8 % 12,200,000 Total $ 48,822,907 100 % $ 25,000,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities December 31, 2021 Deferred income tax assets: Current: Accrual to cash $ 4,050 Non-current: Patents 90,480 Net operating losses 1,201,974 Other 61,441 Gross deferred income tax assets 1,357,945 Less: valuation allowance (847,269 ) Net deferred income tax asset 510,676 Deferred income tax liabilities: Current: Accrual to cash (105,075 ) Non-current Property and equipment (405,601 ) Gross deferred income tax liabilities (510,676 ) Net deferred tax asset (liability) $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of Components of Lease Cost | The components of lease cost for the years ended December 31, 2021 and 2020 were as follows: Summary of Components of Lease Cost 2021 2020 Operating lease cost $ 338,787 $ 338,787 Finance lease cost: Amortization of right-of-use assets 409,927 408,180 Interest on lease liabilities 26,504 72,374 Total finance lease cost 436,431 480,554 Total lease cost $ 775,218 $ 819,341 |
Summary of Lease Reported in Consolidated Balance Sheets | Amounts reported in the consolidated balance sheets as of December 31, 2021 and 2020 were as follows: Summary of Lease Reported in Consolidated Balance Sheets 2021 2020 Operating Leases: Operating lease right-of-use assets $ 858,600 $ 958,724 Other current liabilities 295,595 234,168 Operating lease liabilities 828,503 1,057,441 Total operating lease liabilities 1,124,098 1,291,609 Finance leases: Property and equipment 76,928 874,803 Accumulated amortization (29,602 ) (407,180 ) Property and equipment, net 47,326 467,623 Current installments of obligations under finance leases 15,096 436,259 Current installments of obligations under finance leases 15,096 436,259 Long-term portion of obligations under finance leases 37,534 52,630 Long-term portion of obligations under finance leases 37,534 52,630 Total finance lease liabilities $ 52,630 $ 488,889 |
Summary of Other Information Relating to Leases | Other information relating to leases as of December 31, 2021 and 2020 was as follows: Summary of Other Information Relating to Leases Supplemental cash flow information: 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 433,172 $ 299,953 Operating cash flow from finance leases 26,504 72,374 Financing cash flow from finance leases 436,259 385,917 ROU assets obtained in exchange for lease obligations: Operating leases - - Finance leases - 76,928 Reductions to ROU assets resulting from reductions to lease obligations: Operating leases 196,245 176,324 Finance leases 409,927 407,180 Weighted average remaining lease term: Operating leases 39 52 Finance leases 39 17 Weighted average discount rate: Operating leases 11.57 % 11.76 % Finance leases 6.12 % 10.85 % |
Summary of Maturity of Lease Liabilities | Maturities of lease liabilities under noncancellable leases as of December 31, 2021 are as follows: Summary of Maturity of Lease Liabilities Operating Finance leases leases 2022 406,400 17,900 2023 414,800 17,900 2024 393,005 17,900 2025 132,580 4,473 Thereafter - - Total undiscounted lease payments 1,346,785 58,173 Less imputed interest (222,687 ) (5,543 ) Total lease liabilities $ 1,124,098 $ 52,630 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share Basic And Diluted | The following table sets forth the computation of the basic and diluted net loss per share for the year ended December 31, 2021: Schedule of Net Loss Per Share Basic And Diluted 2021 Numerator: Net loss $ (20,709,991 ) Denominator: Weighted average common shares outstanding 7,413,579 Net loss per share, basic and diluted $ (2.79 ) |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Schedule of Potentially Dilutive Securities 2021 Stock options issued under the 2021 Equity Incentive Plan 523,285 Common stock purchase warrants outstanding 4,999,998 Total 5,523,283 |
Nature of the Business and Li_2
Nature of the Business and Liquidity (Details Narrative) - USD ($) | Dec. 10, 2021 | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Noncash modification charge | $ 12,738,088 | $ 12,738,088 | ||
Common Stock [Member] | ||||
Number of shares converted into common stock | 7,142,746 | 7,142,746 | ||
Common Stock [Member] | IPO [Member] | ||||
Number of sale of shares | 4,166,666 | |||
Sale of stock price per share | $ 6 | |||
Aggregate gross proceeds from sale of equity | $ 25,000,000 | |||
Proceeds from sale of stock | $ 20,400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Apr. 30, 2020 | |
Short-term Debt [Line Items] | ||||
Federal deposit insurance corporation limit | $ 250,000 | |||
Unrealized gains and losses on short-term investments | $ 133 | |||
Impairment of long lived assets | $ 0 | $ 0 | ||
Paycheck Protection Program [Member] | ||||
Short-term Debt [Line Items] | ||||
Loans payable | $ 236,457 | $ 312,500 |
Schedule of Assets Measured and
Schedule of Assets Measured and Carried at Fair value on Recurring Basis (Details) - Fair Value, Recurring [Member] - Mutual Fund [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 933 | $ 920 |
Gross Unrealized Gain | 13 | |
Gross Unrealized Loss | ||
Fair Value of Current Assets | 933 | |
Fair Value of Non-Current Assets | ||
Fair Value of Total Assets | $ 933 | $ 933 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,811,433 | $ 3,996,697 |
Less: accumulated depreciation | (1,666,055) | (957,738) |
Property and equipment, net | 3,145,378 | 3,038,959 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,509,126 | 1,988,598 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 2 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Property and equipment, gross | $ 145,754 | 131,278 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Property and equipment, gross | $ 41,898 | 41,898 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Property and equipment, gross | $ 471,505 | 471,505 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,643,150 | $ 1,363,418 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 708,317 | $ 666,029 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll and related costs | $ 1,082,643 | |
Professional and consulting fees | 15,000 | 15,000 |
Research and development | 250,000 | 18,944 |
CIP- Equipment | 279,730 | |
Interest | 64,105 | |
Other | 56,570 | 34,867 |
Accrued Expenses | $ 601,300 | $ 1,215,559 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Notes payable | $ 500,335 | ||
Notes Payable One [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [1] | 100,000 | |
Notes Payable Two [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [1] | 254,000 | |
Notes Payable Three [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [2] | $ 146,335 | |
[1] | Prior to the Reorganization Merger, principal and interest was convertible upon lenders’ notice into Preferred Units of CTx at a 25 | ||
[2] | Prior to the Reorganization Merger, principal and interest was convertible upon lender’s notice into Preferred units of CTx at the offered unit prices at the time of conversion. $ 353,665 246,096 |
Schedule of Notes Payable (Pare
Schedule of Notes Payable (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Short-term Debt [Line Items] | |
Discount rate | 25.00% |
Debt conversion converted to preferred units | $ 353,665 |
Debt conversion converted to preferred units, shares | shares | 246,096 |
Notes Payable One [Member] | |
Short-term Debt [Line Items] | |
Unsecured notes payable principal amount | $ 100,000 |
Interest rate | 8.00% |
Notes Payable Two [Member] | |
Short-term Debt [Line Items] | |
Unsecured notes payable principal amount | $ 354,000 |
Interest rate | 8.00% |
Notes Payable Three [Member] | |
Short-term Debt [Line Items] | |
Unsecured notes payable principal amount | $ 500,000 |
Interest rate | 8.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 33,407 | $ 54,605 |
Members_ Capital (Details Narra
Members’ Capital (Details Narrative) $ in Millions | Dec. 31, 2021USD ($)shares |
Preferred Units Class F [Member] | |
Preferred Units [Line Items] | |
Preferred units, issued | 3,243,201 |
Preferred Units Class F [Member] | CTx Board [Member] | |
Preferred Units [Line Items] | |
Preferred units, authorized | 6,984,985 |
Issuance of preferred uniits | $ | $ 11.3 |
Preferred Units Class G [Member] | |
Preferred Units [Line Items] | |
Preferred units, issued | 3,243,201 |
Preferred Units Class G [Member] | CTx Board [Member] | |
Preferred Units [Line Items] | |
Preferred units, issued | 2,998,184 |
Preferred units, authorized | 12,000,000 |
Issuance of preferred uniits | $ | $ 6.7 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Incentive Plan (PIU) [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Number of stock options, outstanding at Beginning balance | 8,142,461 | 6,616,781 |
Number of stock options, issued | 357,539 | 1,525,680 |
Number of stock options, Forfeited | ||
Converted to common shares upon Reorganization Merger, shares | (8,500,000) | |
Number of stock options, outstanding at Ending balance | 8,142,461 | |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Distribution of Thresholds, outstanding | $ 25 | |
Distribution of Thresholds, issued | 80 | |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Distribution of Thresholds, outstanding | 120 | |
Distribution of Thresholds, issued | $ 120 |
Schedule of Various Distributio
Schedule of Various Distribution Thresholds (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Distribution Threshold $25 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | $ 4,753,000 |
2018 | |
2019 | |
2020 | |
Total | 4,753,000 |
Distribution Threshold $40 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | 125,200 |
2018 | 661,525 |
2019 | |
2020 | |
Total | 786,725 |
Distribution Threshold $75 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | |
2018 | 217,725 |
2019 | |
2020 | |
Total | 217,725 |
Distribution Threshold $80 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | |
2018 | 22,883 |
2019 | |
2020 | 1,476,126 |
Total | 1,499,009 |
Distribution Threshold $90 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | |
2018 | |
2019 | 377,524 |
2020 | |
Total | 377,524 |
Distribution Threshold $120 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | |
2018 | |
2019 | 458,924 |
2020 | 49,554 |
Total | 508,478 |
Distribution Threshold $160 Million [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | |
2018 | |
2019 | |
2020 | |
2021 | 357,539 |
Total | 357,539 |
Distribution Threshold [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
2017 | 4,878,200 |
2018 | 902,133 |
2019 | 836,448 |
2020 | 1,525,680 |
2021 | 357,539 |
Total | $ 8,500,000 |
Profits Interest Plan (Details
Profits Interest Plan (Details Narrative) - USD ($) | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Noncash compensation expense | $ 12,738,088 | $ 12,738,088 | |
General and administrative expense | 12,268,909 | 1,990,086 | |
Research and development expense | $ 8,410,489 | $ 5,093,277 | |
Equity Incentive Plan (PIU) [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Stock option, granted | 8,500,000 | ||
Stock option, issued | 8,142,461 | ||
Conversion of stock, amount | $ 8,500,000 | ||
Conversion of stock into common shares | 1,158,008 | ||
Noncash compensation expense | $ 12,700,000 | ||
General and administrative expense | 8,200,000 | ||
Research and development expense | $ 4,500,000 | ||
Equity Incentive Plan (PIU) [Member] | Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Award vesting period | 30 days | ||
Equity Incentive Plan (PIU) [Member] | Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Award vesting period | 107 days |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares authorized | 240,000,000 | |
Common stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, par value | $ 0.0001 | |
Number of shares of common stock issued | 11,309,412 | |
Common stock, shares outstanding | 11,309,412 | |
Dividend common stock shares | 0.029 | |
Aggregate common stock dividend | 448,045 | |
Reverse stock splits, description | On October 12, 2021, Cingulate effected a reverse stock split of its issued and outstanding shares of common stock at a ratio of 0.699-for-1, and on November 29, 2021, Cingulate effected a second reverse stock split of its issued and outstanding shares of common stock at a ratio of 0.64259-for-1 (the “Reverse Stock Splits”). No fractional shares of common stock were issued in connection with either of the Reverse Stock Splits, and all such fractional interests were rounded down to the nearest whole number. All share data, per share data and related information for all periods presented in the accompanying consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Splits. | |
Dividend Declared [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Dividends declared | $ 0 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, par value | $ 6 | |
Number of shares of common stock issued | 4,166,666 | |
Proceeds from public offering | $ 20,400,000 | |
Reorganization Merger [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares of common stock issued | 7,142,746 | |
Common stock, shares outstanding | 7,142,746 |
Summary of Option Activity (Det
Summary of Option Activity (Details) - 2021 Equity Incentive Plan [Member] | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock options, outstanding at Beginning balance | |
Number of Shares, Granted | 523,285 |
Weighted Average Exercise Price, Granted | $ / shares | $ 6 |
Weighted Average Remaining Contractual Term | 6 years 3 months |
Aggregate intrinsic value | $ | |
Number of Shares, Exercised | |
Number of Shares, Forfeitures or expirations | |
Number of stock options, outstanding at Ending balance | 523,285 |
Shares, Vested and expected to vest | |
Shares, Exercisable |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 0.012% |
Expected life | 6 years 3 months |
Expected volatility | 1.134% |
Expected dividend yield | 0.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | $ 43,835 |
Expected dividend yield | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 5.125 |
IPO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | $ 43,835 |
2021 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares common stock options and other award granted | shares | 1,086,160 |
Share based compensation, description | The number of shares of common stock available for issuance under the 2021 Plan will automatically increase on January 1st of each year commencing with January 1, 2022 and on each January 1 thereafter until the expiration date, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, on a fully diluted basis, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur. |
Unrecognized compensation cost | $ 2,637,895 |
Share based compensation recognized period | 4 years |
Summary of Outstanding Warrants
Summary of Outstanding Warrants (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Common Stock Purchase Warrants | |
Number of warrants underwritten public offering | shares | 4,791,665 |
Exercise price of warrants underwritten public offering | $ 6 |
Grant date fair value per warrant underwritten public offering | $ 4.77 |
Grant date fair value underwritten public offering | $ | $ 22,856,242 |
Number of warrants issuance of underwriter warrants | shares | 208,333 |
Exercise price of warrants issuance of underwriter warrants | $ 7.50 |
Exercise price of warrants issuance of underwriter warrants | $ 4.64 |
Grant date fair value issuance of underwriter warrants | $ | $ 966,665 |
Number of warrants, ending balance | shares | 4,999,998 |
Grant date fair value, ending balance | $ | $ 23,822,907 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants to Additional Paid in Capital (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fiar value of warrants | $ 48,822,907 |
Percent of Total Fair Value | 100.00% |
Amount allocated | $ 25,000,000 |
Common Stock [Member] | |
Fiar value of warrants | $ 25,000,000 |
Percent of Total Fair Value | 51.20% |
Amount allocated | $ 12,800,000 |
Common Stock Purchase Warrants [Member] | |
Fiar value of warrants | $ 23,822,907 |
Percent of Total Fair Value | 48.80% |
Amount allocated | $ 12,200,000 |
Common Stock Purchase Warrant_2
Common Stock Purchase Warrants (Details Narrative) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrants exercisable, description | warrants are exercisable from December 10, 2021 through December 10, 2026. |
Expected life | 6 years 3 months |
IPO [Member] | |
Purchase of warrants shares | shares | 208,333 |
Purchase of warrants price per share | $ / shares | $ 7.50 |
Warrants exercisable, description | warrants are exercisable from June 7, 2022 through December 10, 2026. |
Warrant [Member] | |
Purchase of warrants shares | shares | 4,791,665 |
Purchase of warrants price per share | $ / shares | $ 6 |
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants measurement input | 0.0082 |
Warrant [Member] | Measurement Input, Expected Term [Member] | |
Expected life | 5 years |
Warrant [Member] | Measurement Input, Price Volatility [Member] | |
Warrants measurement input | 1.24 |
Warrant [Member] | IPO [Member] | |
Purchase of warrants shares | shares | 4,166,666 |
Purchase of warrants price per share | $ / shares | $ 6 |
Warrant [Member] | Over-Allotment Option [Member] | |
Purchase of warrants shares | shares | 624,999 |
Purchase of warrants price per share | $ / shares | $ 0.001 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Accrual to cash | $ 4,050 |
Patents | 90,480 |
Net operating losses | 1,201,974 |
Other | 61,441 |
Gross deferred income tax assets | 1,357,945 |
Less: valuation allowance | (847,269) |
Net deferred income tax asset | 510,676 |
Accrual to cash | (105,075) |
Property and equipment | (405,601) |
Gross deferred income tax liabilities | (510,676) |
Net deferred tax asset (liability) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax assets valuation allowance | $ 847,269 |
Summary of Components of Lease
Summary of Components of Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease cost | $ 338,787 | $ 338,787 |
Amortization of right-of-use assets | 409,927 | 408,180 |
Interest on lease liabilities | 26,504 | 72,374 |
Total finance lease cost | 436,431 | 480,554 |
Total lease cost | $ 775,218 | $ 819,341 |
Summary of Lease Reported in Co
Summary of Lease Reported in Consolidated Balance Sheets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease right-of-use assets | $ 858,600 | $ 958,724 |
Other current liabilities | 295,595 | 234,168 |
Operating lease liabilities | 828,503 | 1,057,441 |
Total operating lease liabilities | 1,124,098 | 1,291,609 |
Property and equipment | 76,928 | 874,803 |
Accumulated amortization | (29,602) | (407,180) |
Property and equipment, net | 47,326 | 467,623 |
Current installments of obligations under finance leases | 15,096 | 436,259 |
Long-term portion of obligations under finance leases | 37,534 | 52,630 |
Total finance lease liabilities | $ 52,630 | $ 488,889 |
Summary of Other Information Re
Summary of Other Information Relating to Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash flow from operating leases | $ 433,172 | $ 299,953 |
Operating cash flow from finance leases | 26,504 | 72,374 |
Financing cash flow from finance leases | 436,259 | 385,917 |
ROU assets obtained in exchange for lease obligations: Operating leases | ||
ROU assets obtained in exchange for lease obligations: Finance leases | 76,928 | |
Reductions to ROU assets resulting from reductions to lease obligations: Operating leases | 196,245 | 176,324 |
Reductions to ROU assets resulting from reductions to lease obligations: Finance leases | $ 409,927 | $ 407,180 |
Weighted average remaining lease term: Operating leases | 39 months | 52 months |
Weighted average remaining lease term: Finance leases | 39 months | 17 months |
Weighted average discount rate: operating leases | 11.57% | 11.76% |
Weighted average discount rate: Finance leases | 6.12% | 10.85% |
Summary of Maturity of Lease Li
Summary of Maturity of Lease Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Total lease liabilities | $ 1,124,098 | $ 1,291,609 |
Total lease liabilities | 52,630 | $ 488,889 |
Operating Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
2022 | 406,400 | |
2023 | 414,800 | |
2024 | 393,005 | |
2025 | 132,580 | |
Thereafter | ||
Total undiscounted lease payments | 1,346,785 | |
Less imputed interest | (222,687) | |
Total lease liabilities | 1,124,098 | |
Finance Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
2022 | 17,900 | |
2023 | 17,900 | |
2024 | 17,900 | |
2025 | 4,473 | |
Thereafter | ||
Total undiscounted lease payments | 58,173 | |
Less imputed interest | (5,543) | |
Total lease liabilities | $ 52,630 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jan. 02, 2021 | Jun. 04, 2019 | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Lessee, Lease, Description [Line Items] | ||||||||||
Rent expense per month | $ 1,491 | $ 37,072 | $ 61,786 | |||||||
Operating lease extended term | this lease was extended for a period of twenty-four months with a monthly lease payment of $37,072. | |||||||||
Lease description | In April 2020, the Company entered into a 60-month lease agreement for office furniture under a lease classified as a financing lease as title of the furniture transfers to the Company at the end of the lease term. Monthly lease payments are $1,491. The leased furniture is amortized on a straight-line basis over 7 years. The imputed interest rate relating to the lease obligation is 6.12% and the maturity date is March 2025. | |||||||||
Percentage of imputed interest rat, lease obligation | 6.12% | |||||||||
Noncancelable Lease Agreement [Member] | Minimum [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Rent expense per month | $ 9,479 | |||||||||
Noncancelable Lease Agreement [Member] | Maximum [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Rent expense per month | $ 9,625 | |||||||||
New Expanded Lease [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lease term | 5 years | |||||||||
Lease incentive by lessor of tenant improvements | $ 201,600 | |||||||||
New Expanded Lease [Member] | Minimum [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Rent expense per month | 30,453 | |||||||||
New Expanded Lease [Member] | Maximum [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Rent expense per month | $ 33,145 | |||||||||
Office Facilities Space [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Rent expense per month | $ 3,000 | $ 3,000 | $ 3,000 | |||||||
Lease term | 3 years | |||||||||
Renewal term | 3 years |
Schedule of Net Loss Per Share
Schedule of Net Loss Per Share Basic And Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (20,709,991) | $ (7,183,615) |
Weighted average common shares outstanding | 7,413,579 | |
Net loss per share, basic and diluted | $ (2.79) |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 5,523,283 |
Share-based Payment Arrangement, Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 523,285 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 4,999,998 |
License Agreement (Details Narr
License Agreement (Details Narrative) - Licensing Agreements [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Phase 3 Clinical Trial [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Milestone payment | $ 250,000 |
New Drug Application [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Milestone payment | 250,000 |
CTx-1301 and CTx-1302 [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Milestone payment | 250,000 |
CTx-2103 [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Milestone payment | 500,000 |
CTx-2103 [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Milestone payment | 250,000 |
CTx-1301 [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Accrued milestone payment | $ 250,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Due to related party on lease | $ 0 | $ 27,000 |
IPO [Member] | Laidlaw and Company UK Ltd. [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of discounts and commissions | 500,000 | |
Office Facilities Space [Member] | ||
Related Party Transaction [Line Items] | ||
Annual rental expense | $ 36,000 | $ 36,000 |