0001493152-22-009969 | POS AM | XBRL Viewer

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Cover	12 Months Ended
Cover	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 - 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 (Parenthetical)	Dec. 31, 2021 $ / shares shares
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 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 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 Stockholders' Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Stock issuance costs	$ 4,627,079

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	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 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 shares of its common stock, at a public offering price of $6.00 per share, or aggregate gross proceeds of $25.0 million. The Company received approximately $20.4 million in net proceeds after deducting underwriting discounts and offering expenses paid by the Company.

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 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 (without regard to reconciling items). Management monitors the soundness of these financial institutions and does not believe the Company is subject to any material credit risk relative to the uninsured portion of the deposits.

(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 and ($133), respectively.

(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. The ROU asset is assessed for impairment with the asset group within which it resides.

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 impairment was recognized during the years ended December 31, 2021 or 2020.

(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. In February 2021, the Company received a second PPP loan of $236,457. In accordance with the requirements of the CARES Act, as amended by the PPP Flexibility Act, the PPP Loans may be fully forgiven if proceeds are used to pay eligible payroll costs, rent, mortgage interest and utilities. As of December 31, 2020, the Company believed that all of the requirements of the CARES Act had been met and that it was probable that the entire balance of the PPP Loans would be forgiven. As such, there is no liability for the PPP Loans reflected in the consolidated financial statements as the relevant expense accounts were adjusted to reflect the amounts covered under the loan.

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 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—Inputs represent unadjusted quoted prices for identical assets exchanged in active markets.

Level 2—Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets exchanged in active or inactive markets; quoted prices for identical assets exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs include unobservable inputs used in the measurement of assets. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or related observable inputs that can be corroborated at the measurement date. Measurements of certain investments carried at fair value are based primarily on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets.

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:

	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

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

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 and $666,029 for the years ended December 31, 2021 and 2020, respectively.

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

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, unsecured note payable to a member of CTx, principal and interest of 8% due in full on February 24, 2022 ⁽¹⁾	$	—	$	100,000

$354,000, unsecured note payable to a member of CTx, principal and interest of 8% due in full on February 24, 2022 ⁽¹⁾		—		254,000

$500,000, unsecured note payable to a member of CTx’, principal and interest of 8% due in full on February 1, 2022 ⁽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% discount to the offered unit prices at the time of conversion.

⁽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 was converted to 246,096 Preferred Units of CTx at the current unit price in accordance with the terms of the note payable agreement in 2020.

Interest expense for these notes payable was $33,407 and $54,605 for the years ended December 31, 2021 and 2020, respectively. Note payable balances were paid in full in December 2021 with proceeds from the Company’s IPO.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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 Units of Class F and Class G were issued during the year ended December 31, 2021, prior to the Reorganization Merger.

Class F Preferred Units

The CTx Board authorized 6,984,985 Class F Preferred Units in two tranches; all authorized Class F Units were issued prior to the Reorganization Merger. The Company raised a total of $11.3 million from issuance of Class F Units. The newly created Class F Units as authorized by the CTx Board and as reflected in the 3^rd Amended and Restated Operating Agreement to reflect the creation of the Class F Units became effective on December 14, 2018.

Class G Preferred Units

The CTx Board authorized 12,000,000 Class G Preferred Units; 2,998,184 were issued prior to the Reorganization Merger. The Company raised a total of $6.7 million from issuance of Class G Units. The newly created Class G Units as authorized by the CTx Board became effective on February 9, 2021.

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

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 days to three years with an average vesting period for all PIU’s granted of 107 days. As defined in the Company’s Operating Agreement, all PIU’s issued under the Plan entitled the holder to participate pro rata in the profits, if any, of the Company over the stated Distribution Threshold, assuming a cash distribution was generally made to all Members, subject to any preference or priorities of the other classes of Units. The Class C PIU’s also held voting rights on a one-for-one basis.

Immediately prior to the Reorganization Merger and as of December 31, 2020, the Company had granted and issued 8,500,000 and 8,142,461 PIU’s, net of forfeitures, respectively. The Company accounted for these awards under FASB ASC Topic 718, Compensation – Stock Compensation, as equity classified awards. No compensation expense was recorded prior to the Reorganization Merger related to the PIU’s as the future achievement of the thresholds and targets (the performance condition) to achieve payout was not deemed probable. This assessment was made based on the Company’s history of operating losses and continued challenges in raising necessary equity capital to fund operations. In connection with the Reorganization Merger, as further described in Note 1, 8.5 million PIU’s were exchanged for 1,158,008 shares of Cingulate common stock. The exchange of PIU’s for common stock created a modification of the terms, character and rights of the PIU’s and achievement of performance was considered probable. This resulted in the Company recognizing a noncash modification charge equal to $12.7 million, which charge was calculated based on the Company’s assessment of the fair value of the shares of Cingulate common stock on the date of the modification. $8.2 million of this charge was recorded to general and administrative expense and $4.5 million was recorded to research and development expense.

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:

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

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders’ Equity

(9) Stockholders’ Equity

The Company has authorized 240,000,000 shares of $0.0001 par value common stock and 10,000,000 shares of $0.0001 par value preferred stock at December 31, 2021 of which 11,309,412 shares of common stock were issued and outstanding. The Company has not issued any shares of preferred stock.

7,142,746 shares of common stock issued and outstanding at December 31, 2021 were issued in connection with the Reorganization Merger to convert Units of CTx outstanding immediately prior to the Reorganization Merger and reflects the stock dividend and reverse stock splits described below.

4,166,666 shares of common stock were issued at a price to the public of $6.00 per share in connection with the Company’s IPO, which was completed in December 2021. The Company received net proceeds of approximately $20.4 million, after deducting underwriting discounts and commissions and other offering expenses.

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 shares of common stock for each share of common stock outstanding (the “Stock Dividend”), or an aggregate of 448,045 shares of common stock. No fractional shares of common stock were issued in connection with the Stock Dividend, and all such fractional interests were rounded down to the nearest whole number.

No other dividends had been declared as of December 31, 2021.

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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

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 shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2021 Plan will be added back to the shares of common stock available for issuance under the 2021 Plan.

The Company recorded stock-based compensation expense of $43,835 during the year ended December 31, 2021, relating to options issued in connection with the Company’s IPO. As of December 31, 2021, there was $2,637,895 of unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2021 Plan, which is expected to be recognized over 4 years.

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 years		-
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: The Company based the risk-free interest rate over the expected term of the options based on the constant maturity of U.S. Treasury securities with similar maturities as of the date of grant.

Expected Term: The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting dates and the end of the contractual term.)

Expected Volatility: The Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility of its own stock price becomes available.

Expected Dividend Yield: The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was 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

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 shares of common stock issued in connection with the Company’s IPO, one common stock purchase warrant was also issued and included in the unit price of $6.00. These warrants were immediately separable and tradeable. Although the underwriters did not exercise their fifteen percent over-allotment option to purchase additional shares of common stock, they did purchase 624,999 additional common stock purchase warrants for $.001 per warrant less underwriting discounts and commissions. These 4,791,665 common stock purchase warrants have an exercise price of $6.00 per share and provide for a cashless exercise feature if there is no effective registration statement or current prospectus for the issuance of common stock upon exercise of the warrants. These warrants are exercisable from December 10, 2021 through December 10, 2026. Upon the termination date, these warrants will be automatically exercised via a cashless exercise.

In addition to the common stock purchase warrants noted above, the Company issued 208,333 common stock purchase warrants to the underwriters for the Company’s IPO pursuant to the underwriting agreement. These warrants have an exercise price of $7.50 per share and provide for a cashless exercise feature. These 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%, a term of 5.0 years, and a volatility of 1.24. The estimated volatility of the Company’s common stock at the date of measurement is based on an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. The risk-free rate is based on the expected term of the warrants based on the constant maturity of U.S. Treasury securities with similar maturities as of the date of grant. The expected term has been estimated using the contractual term of the 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

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, as they are indexed to the Company’s common stock, and they meet all other conditions as defined in ASU 2020-06 for equity classification. The gross proceeds of the IPO transaction was allocated to the common stock and common stock purchase warrants using the relative fair value method shown as follows. Fair value of the warrants was recorded to Additional Paid-in- Capital on the Company’s balance sheet.

			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

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 at December 31, 2021, which was recorded as a component of income tax expense on the accompanying consolidated statements of operations and other comprehensive loss.

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, to evaluate uncertain tax positions. This topic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has not identified any material uncertain tax positions requiring recognition in the consolidated financial statements as of December 31, 2021.

	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)	$	-

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

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 to $9,625 per month. On June 4, 2019, this lease was superseded as a new lease for this office space was executed to expand the square footage leased by the Company. The term of the new lease is for a period of five years commencing on the date of receipt of a Certificate of Occupancy for the expanded space, which occurred on May 1, 2020. Under this new expanded lease, total rent ranges from $30,453 to $33,145 per month. The new lease provided for a lease incentive by the lessor of tenant improvements totaling $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-year lease agreement which ended as of December 31, 2020. On January 1, 2021, this lease was renewed for an additional 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. In December 2019, this lease was extended for a period of twenty-four months with a monthly lease payment of $37,072. At this date, this lease was modified for accounting purposes and its classification was assessed as a financing type lease as management determined the lessor to have no alternative future use of the leased asset. The ROU asset associated with the leased machinery was amortized over the lease term. In December 2021, the end of the lease term, the Company entered into a purchase agreement with the lessor to purchase the manufacturing equipment.

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.

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:

	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
		15,096			436,259
Long-term portion of obligations under
finance leases		37,534			52,630
		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:

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 months			52 months
Finance leases		39 months			17 months
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:

	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

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:

	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:

	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

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 Milestone payment upon dosing of first patient in a Phase 3 Clinical Trial for each product in the field, payable on a per product basis.
	●	$250,000 Milestone payment upon licensee filing of new drug application for each product in the field, payable on a per product basis.
	●	$250,000 Milestone payment for CTx-1301 and CTx-1302 and $500,000 Milestone payment for CTx-2103 upon receipt of first marketing approval from the FDA, payable on a per product basis.
	●	$250,000 Milestone payment for CTx-2103 upon receipt of first marketing approval from the EMA (European Medicines Agency)

The Company has accrued the $250,000 milestone for CTx-1301 related to dosing of first patient in a Phase 3 Clinical Trial as management has deemed this milestone to be probable. The Company has not recorded any expense relating to the other milestones for either product as it has not deemed them probable of occurring as of December 31, 2021.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

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 in 2021 and 2020. As of December 31, 2021 and 2020, the Company owed $0 and $27,000, respectively on this lease.

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 in 2021.

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

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 Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	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 (without regard to reconciling items). Management monitors the soundness of these financial institutions and does not believe the Company is subject to any material credit risk relative to the uninsured portion of the deposits.
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 and ($133), respectively.
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. The ROU asset is assessed for impairment with the asset group within which it resides. 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 impairment was recognized during the years ended December 31, 2021 or 2020.
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. In February 2021, the Company received a second PPP loan of $236,457. In accordance with the requirements of the CARES Act, as amended by the PPP Flexibility Act, the PPP Loans may be fully forgiven if proceeds are used to pay eligible payroll costs, rent, mortgage interest and utilities. As of December 31, 2020, the Company believed that all of the requirements of the CARES Act had been met and that it was probable that the entire balance of the PPP Loans would be forgiven. As such, there is no liability for the PPP Loans reflected in the consolidated financial statements as the relevant expense accounts were adjusted to reflect the amounts covered under the loan. 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 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:

	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

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

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)

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)

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, unsecured note payable to a member of CTx, principal and interest of 8% due in full on February 24, 2022 ⁽¹⁾	$	—	$	100,000

$354,000, unsecured note payable to a member of CTx, principal and interest of 8% due in full on February 24, 2022 ⁽¹⁾		—		254,000

$500,000, unsecured note payable to a member of CTx’, principal and interest of 8% due in full on February 1, 2022 ⁽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% discount to the offered unit prices at the time of conversion.

⁽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 was converted to 246,096 Preferred Units of CTx at the current unit price in accordance with the terms of the note payable agreement in 2020.

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:

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 (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

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 years		-
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 (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

			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)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

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)

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:

	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
		15,096			436,259
Long-term portion of obligations under
finance leases		37,534			52,630
		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:

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 months			52 months
Finance leases		39 months			17 months
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:

	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)

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:

	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:

	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 Liquidity (Details Narrative) - USD ($)			12 Months Ended
	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	$ 6.00
Aggregate gross proceeds from sale of equity	$ 25,000,000.0
Proceeds from sale of stock	$ 20,400,000

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 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 Equipment (Details) - USD ($)	12 Months Ended
Schedule of Property and Equipment (Details) - USD ($)	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 Narrative) - USD ($)	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 708,317	$ 666,029

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 (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% discount to the offered unit prices at the time of conversion.
[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 was converted to 246,096 Preferred Units of CTx at the current unit price in accordance with the terms of the note payable agreement in 2020.

Schedule of Notes Payable (Parenthetical) (Details)	12 Months Ended
Schedule of Notes Payable (Parenthetical) (Details)	Dec. 31, 2021 USD ($) 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 Narrative) - USD ($)	12 Months Ended
Notes Payable (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Interest expense	$ 33,407	$ 54,605

Members’ Capital (Details Narrative) $ in Millions	Dec. 31, 2021 USD ($) 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 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 Distribution Thresholds (Details)	12 Months Ended
Schedule of Various Distribution Thresholds (Details)	Dec. 31, 2021 USD ($)
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 Narrative) - USD ($)		12 Months Ended
Profits Interest Plan (Details Narrative) - USD ($)	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 Narrative) - USD ($)		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	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		$ 6.00
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 (Details) - 2021 Equity Incentive Plan [Member]	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
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	$ 6.00
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 Assumption (Details)	12 Months Ended
Schedule of Fair Value Assumption (Details)	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 (Details Narrative)	12 Months Ended
Stock-Based Compensation (Details Narrative)	Dec. 31, 2021 USD ($) $ / shares shares
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 (Details)	12 Months Ended
Summary of Outstanding Warrants (Details)	Dec. 31, 2021 USD ($) $ / shares shares
Common Stock Purchase Warrants
Number of warrants underwritten public offering \| shares	4,791,665
Exercise price of warrants underwritten public offering	$ 6.00
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 Warrants to Additional Paid in Capital (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
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 Warrants (Details Narrative)	12 Months Ended
Common Stock Purchase Warrants (Details Narrative)	Dec. 31, 2021 $ / shares shares
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	$ 6.00
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	$ 6.00
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 and Liabilities (Details)	Dec. 31, 2021 USD ($)
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)	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Deferred tax assets valuation allowance	$ 847,269

Summary of Components of Lease Cost (Details) - USD ($)	12 Months Ended
Summary of Components of Lease Cost (Details) - USD ($)	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 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 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 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) - USD ($)			1 Months Ended			12 Months Ended				61 Months Ended
Leases (Details Narrative) - USD ($)	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 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)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Schedule of Potentially Dilutive Securities (Details)	12 Months Ended
Schedule of Potentially Dilutive Securities (Details)	Dec. 31, 2021 shares
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 Narrative) - Licensing Agreements [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
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 (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

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

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