0001493152-22-031582 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 03, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40874
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,309,412
Common Stock Par Value Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CING
Security Exchange Name	NASDAQ
Warrants Exercisable For One Share Of Common Stock [Member]
Title of 12(b) Security	Warrants, exercisable for one share of common stock
Trading Symbol	CINGW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 9,795,570	$ 16,492,745
Short-term investments		933
Miscellaneous receivables	47,349	690,248
Prepaid expenses and other current assets	1,991,493	1,698,353
Total current assets	11,834,412	18,882,279
Property and equipment, net	2,851,491	3,145,378
Operating lease right-of-use assets	690,772	858,600
Total assets	15,376,675	22,886,257
Current liabilities:
Accounts payable	392,798	264,687
Accrued expenses	670,651	601,300
Current installments of obligations under finance leases	15,810	15,096
Note payable	5,000,000
Other current liabilities	326,742	295,595
Total current liabilities	6,406,001	1,176,678
Long-term liabilities:
Obligations under finance leases	25,591	37,534
Operating lease liabilities	578,551	828,503
Total long-term liabilities	604,142	866,037
Total liabilities	7,010,143	2,042,715
Stockholders’ Equity
Common Stock, $0.0001 par value; 240,000,000 shares authorized and 11,309,412 shares issued and outstanding as of September 30, 2022 and December 31, 2021	1,131	1,131
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021
Additional Paid-in-Capital	73,168,870	72,574,510
Accumulated other comprehensive income		165
Accumulated deficit	(64,803,469)	(51,732,264)
Total stockholders’ equity	8,366,532	20,843,542
Total liabilities and stockholders’ equity	$ 15,376,675	$ 22,886,257

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	240,000,000	240,000,000
Common stock, shares issued	11,309,412	11,309,412
Common stock, shares outstanding	11,309,412	11,309,412
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 2,123,114	$ 5,791,407	$ 7,063,626	$ 7,147,513
General and administrative	1,845,248	9,488,082	5,963,067	10,884,759
Operating loss	(3,968,362)	(15,279,489)	(13,026,693)	(18,032,272)
Interest and other income (expense), net	(58,885)	(10,559)	(44,512)	(23,994)
Loss before income taxes	(4,027,247)	(15,290,048)	(13,071,205)	(18,056,266)
Income tax benefit (expense)
Net loss	(4,027,247)	(15,290,048)	(13,071,205)	(18,056,266)
Other comprehensive income (loss):
Change in unrealized gain (loss) loss on short-term investments	3,249		(166)
Comprehensive loss	$ (4,023,998)	$ (15,290,048)	$ (13,071,371)	$ (18,056,266)
Net loss per share of common stock, basic and diluted	$ (0.36)		$ (1.16)
Weighted average number of shares used in computing net loss per share of common stock, basic and diluted	11,309,412		11,309,412

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Members Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2020			$ 32,314,441	$ (31,022,336)	$ 165	$ 1,292,270
Balance, shares at Dec. 31, 2020
Member contributions			1,385,688			1,385,688
Net loss				(1,333,923)		(1,333,923)
Balance at Mar. 31, 2021			33,700,129	(32,356,259)	165	1,344,035
Balance, shares at Mar. 31, 2021
Balance at Dec. 31, 2020			32,314,441	(31,022,336)	165	1,292,270
Balance, shares at Dec. 31, 2020
Net loss						(18,056,266)
Balance at Sep. 30, 2021	$ 1,112	52,156,476		(49,078,602)	165	3,079,151
Balance, shares at Sep. 30, 2021	11,115,780
Balance at Mar. 31, 2021			33,700,129	(32,356,259)	165	1,344,035
Balance, shares at Mar. 31, 2021
Member contributions			1,987,640			1,987,640
Net loss				(1,432,295)		(1,432,295)
Balance at Jun. 30, 2021			35,687,769	(33,788,554)	165	1,899,380
Balance, shares at Jun. 30, 2021
Member contributions			3,731,731			3,731,731
Net loss				(15,290,048)		(15,290,048)
Conversion of LLC units to common stock in connection with Reorganization Merger	$ 1,112	39,418,388	(39,419,500)
Conversion of LLC units to common stock in connection with Reorganization Merger, shares	11,115,780
Modification of profits interests units in connection with Reorganization Merger		12,738,088				12,738,088
Balance at Sep. 30, 2021	$ 1,112	52,156,476		(49,078,602)	165	3,079,151
Balance, shares at Sep. 30, 2021	11,115,780
Balance at Dec. 31, 2021	$ 1,131	72,574,510		(51,732,264)	165	20,843,542
Balance, shares at Dec. 31, 2021	11,309,412
Net loss				(5,003,511)		(5,003,511)
Unrealized losses on available for sale investments					(2,948)	(2,948)
Stock-based compensation expense		181,518				181,518
Balance at Mar. 31, 2022	$ 1,131	72,756,028		(56,735,775)	(2,783)	16,018,601
Balance, shares at Mar. 31, 2022	11,309,412
Balance at Dec. 31, 2021	$ 1,131	72,574,510		(51,732,264)	165	20,843,542
Balance, shares at Dec. 31, 2021	11,309,412
Net loss						(13,071,205)
Balance at Sep. 30, 2022	$ 1,131	73,168,870		(64,803,469)		8,366,532
Balance, shares at Sep. 30, 2022	11,309,412
Balance at Mar. 31, 2022	$ 1,131	72,756,028		(56,735,775)	(2,783)	16,018,601
Balance, shares at Mar. 31, 2022	11,309,412
Net loss				(4,040,447)		(4,040,447)
Unrealized losses on available for sale investments					(466)	(466)
Stock-based compensation expense		207,186				207,186
Balance at Jun. 30, 2022	$ 1,131	72,963,214		(60,776,222)	(3,249)	12,184,874
Balance, shares at Jun. 30, 2022	11,309,412
Net loss				(4,027,247)		(4,027,247)
Unrealized losses on available for sale investments					3,249	3,249
Stock-based compensation expense		205,656				205,656
Balance at Sep. 30, 2022	$ 1,131	$ 73,168,870		$ (64,803,469)		$ 8,366,532
Balance, shares at Sep. 30, 2022	11,309,412

- Definition

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

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net loss	$ (13,071,205)	$ (18,056,266)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	304,287	528,809
Noncash compensation expense relating to modification of profits interest units		12,738,088
Stock-based compensation	594,360
Changes in operating assets and liabilities:
Miscellaneous receivables	642,899	(205,290)
Prepaid expenses and other current assets	(293,140)	(2,844,046)
Operating lease right-of-use assets	167,828	48,226
Trade accounts payable and accrued expenses	197,462	2,078,643
Other current liabilities	31,147	87,962
Operating lease liabilities	(249,952)	(186,135)
Net cash used in operating activities	(11,676,314)	(5,810,009)
Investing activities:
Purchase of property and equipment	(10,400)	(104,729)
Proceeds from sale of short-term investments	933
Other	(165)
Net cash used in investing activities	(9,632)	(104,729)
Financing Activities:
Members’ capital contributions		7,104,959
Payments on notes payable		(150,000)
Proceeds from note payable	5,000,000
Principal payments on finance lease obligations	(11,229)	(322,478)
Net cash provided by financing activities	4,988,771	6,632,481
Cash and cash equivalents:
Net decrease in cash and cash equivalents	(6,697,175)	717,743
Cash and cash equivalents at beginning of year	16,492,745	1,197,672
Cash and cash equivalents at end of year	9,795,570	1,915,415
Cash payments:
Interest paid	$ 10,291	$ 8,090

Nature of the Business and Liquidity

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Nature of the Business and Liquidity

(1) Nature of the Business and Liquidity

Organization

Cingulate Inc. is a 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 a Phase 3 clinical trial for CTx-1301 in late 2022. In addition, the Company has a third product to treat anxiety, CTx-2103, in a formulation stage.

On November 14, 2012, Cingulate Therapeutics LLC (CTx), a Delaware limited liability company, was formed. 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, in anticipation of the Company becoming publicly traded. Through a Reorganization Merger which occurred in the third quarter of 2021, Cingulate effectively acquired CTx and all outstanding units of CTx were converted into shares of Cingulate common stock. CTx remains the entity through which the Company conducts operations.

CTx is the predecessor of Cingulate for financial reporting purposes. The consolidated financial statements and notes for the periods ended September 30, 2022 and 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 U.S Food and Drug Administration (FDA) approved, manufactured, commercially available to the marketplace and produce revenues. The IPO, which was completed in December 2021, provided the Company the ability to continue its research and development activities. In addition, the Company received proceeds of $5.0 million from a promissory note as further described in Note 7. However, the Company will need additional funding for operations and development. Management is evaluating various strategies to obtain additional funding which may include additional offerings of common stock, issuance of debt, or other capital sources, including potential collaborations with other companies or other strategic transactions. 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

9 Months Ended

Sep. 30, 2022

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) Unaudited Interim Financial Information

The accompanying consolidated balance sheet as of September 30, 2022, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2022 and 2021, the consolidated statements of stockholders’ equity for the three and nine-month periods ended September 30, 2022 and 2021, the consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021, and the related interim disclosures are unaudited. These unaudited consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto.

(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) 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 of September 30, 2022, as well as employee retention tax credits for payroll costs incurred in 2020 and the first three quarters of 2021. As of September 30, 2022, and December 31, 2021, the Company determined that there was no allowance necessary relating to these receivables.

(e) Impairment of Long-lived Assets

The Company assesses the carrying value of its long-lived assets, including property and equipment, as well as lease right of use (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 three or nine-month periods ended September 30, 2022, or 2021.

(f) 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 11.

Prepaid Expenses

9 Months Ended

Sep. 30, 2022

Prepaid Expenses

Prepaid Expenses

(3) Prepaid Expenses

Prepaid expenses consisted of the following at September 30, 2022, and December 31, 2021:

Schedule of Prepaid Expenses

	September 30,		December 31,
	2022		2021
Insurance	$	537,678	$	761,594
Active pharmaceutical ingredients		209,155		264,361
Research and development		1,008,502		643,917
Legal fees		128,385		-
Other		107,773		28,481
Total prepaid expenses	$	1,991,493	$	1,698,353

Property and Equipment

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

(4) Property and Equipment

Property and equipment, net consists of the following at September 30, 2022, and December 31, 2021:

Schedule of Property and Equipment

	Estimated
	Useful Life	September 30,			December 31,
	(in years)	2022			2021
Equipment	2-7	$	2,509,126		$	2,509,126
Furniture and fixtures	7		145,754			145,754
Computer equipment	5		41,898			41,898
Leasehold improvements	5		471,505			471,505
Construction-in-process- equipment	-		1,653,550			1,643,150
Property and equipment, gross			4,821,833			4,811,433
Less: accumulated depreciation			(1,970,342	)		(1,666,055	)
Property and equipment, net		$	2,851,491		$	3,145,378

Depreciation expense for the nine months ended September 30, 2022, was $304,287 and for the nine months ended September 30, 2021, was $528,809. Depreciation expense for the three months ended September 30, 2022, was $101,429 and for the three months ended September 30, 2021, was $77,797.

Accrued Expenses

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses

(5) Accrued Expenses

Accrued expenses consisted of the following at September 30, 2022, and December 31, 2021:

Schedule of Accrued Expenses

	September 30,		December 31,
	2022		2021
Research and development	$	250,000	$	250,000
Legal and other		315,812		71,570
CIP- Equipment		-		279,730
Interest		104,839		-
Total accrued expenses	$	670,651	$	601,300

Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Contingencies

(6) Contingencies

The Company may, from time to time, be subject to legal proceedings and claims arising in the ordinary course of business and otherwise. A substantial legal liability against us could have an adverse effect on our business, financial condition and results of operations.

The Company records legal costs associated with loss contingencies as incurred and accrues for matters that are material loss contingencies that management determines to be both probable and reasonably estimable in accordance with ASC 450, Contingencies. If a range of loss is estimated, and some amount within that range appears to be a better estimate than any other amount within that range, then that amount is accrued. If no amount within the range can be identified as a better estimate than any other amount, the Company accrues the minimum amount in the range. These amounts are not reduced by amounts that may be recovered under insurance or claims against third parties, but undiscounted receivables from insurers or other third parties may be recognized separately if recovery is considered probable. Management’s judgment is required related to loss contingencies because the outcomes are difficult to predict, and the ultimate resolution may differ from our current analysis. The Company revises accruals in light of new information. While it is not possible to predict the outcome of loss contingencies with certainty, management is of the opinion that adequate provision for potential losses associated with any such matters has been made in the financial statements.

As of September 30, 2022, the Company has recorded an accrual for a loss contingency related to an employment matter, which represents the low end of the Company’s estimated range of loss.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

Related Party Note Payable

9 Months Ended

Sep. 30, 2022

Related Party Note Payable

Related Party Note Payable

(7) Related Party Note Payable

On August 10, 2022, the Company received $5,000,000 of debt financing from Werth Family Investment Associates LLC (WFIA). Peter Werth, manager of WFIA, is a member of the Company’s Board of Directors. This promissory note is unsecured with interest accruing at 15% per annum. Outstanding principal and all accrued and unpaid interest are due and payable on August 8, 2025, or 120 days following written demand made by WFIA during the first five business days of a calendar quarter beginning April 1, 2023. The Company may prepay the note, in whole or in part, without premium or penalty; provided, that no amount repaid may be reborrowed. As of September 30, 2022, the entire $5,000,000 was outstanding on the note.

During the three months ended September 30, 2022, the Company recognized $104,839 of interest expense relating to this note. This interest expense is included in accrued expenses on the consolidated balance sheet at September 30, 2022.

Members’ Capital

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Members’ Capital

(8) 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. 614,137 Units of Class F and Class G were issued during the three months ended March 31, 2021, 948,804 units were issued during the three months ended June 30, 2021, and 1,680,260 units were issued during the three months ended September 30, 2021.

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 9.

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

9 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

Profits Interest Plan

(9) 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. In April 2021, the Company issued the remaining 357,539 PIU’s. 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, 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.

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:


	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

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders’ Equity

(10) 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 September 30, 2022, and 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 were issued in connection with the Reorganization Merger to convert Units of CTx outstanding immediately prior to the Reorganization Merger.

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.

- 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.

+ References

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+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

(11) Stock-Based Compensation

In September 2021, the 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 maximum number of shares of common stock available for issuance in connection with options and other awards granted under the 2021 Plan is 1,927,810 and as of September 30, 2022, 1,046,698 shares of common stock were available for issuance under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will automatically increase on January 1st of each year until the expiration of the 2021 Plan, 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 $594,360 during the nine months ended September 30, 2022, and $205,656 during the three months ended September 30, 2022, relating to options issued in 2021 and 2022. As of September 30, 2022, and December 31, 2021, there was $2,492,032 and $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 the next one to four years.

A summary of option activity under the Plan during the three and nine months ended September 30, 2022, is as follows:

Summary of Option Activity

	Shares			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		523,285		$	6.00		9.94
Grants		342,999		$	1.82		9.91
Exercised		—
Forfeitures or expirations		—
Outstanding at March 31, 2022		866,284		$	4.35		9.78	$	182,900
Grants		17,517		$	1.46		7.78
Exercised		—
Forfeitures or expirations		—
Outstanding at June 30, 2022		883,801		$	4.29		9.49	$	24,800
Grants		27,032		$	1.29		9.95
Exercised		—
Forfeitures or expirations		(29,721	)	$	3.82
Outstanding at September 30, 2022		881,112		$	4.21		9.26	$	-

Options exercisable as of September 30, 2022		26,049
Options unvested as of September 30, 2022		855,063

The Company’s stock options issued 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 during the nine-month period ending September 30, 2022, were as follows, shown on a weighted average basis:

Schedule of Fair Value Assumption

Risk-free interest rate	1.71	%
Weighted-average expected term (in years)	6.02
Expected volatility	1.12
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 $5.09 and the grant date fair value of the options issued during the three months ended March 31, 2022 ranged from $1.12 to $1.16. The grant date fair value of the options issued during the three months ended June 30, 2022 ranged from $1.04 to $1.34. The grant date fair value of the options issued during the three months ended September 30, 2022 ranged from $1.07 to $1.57.

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. The fair value per share of common stock was $1.07 as of September 30, 2022, based upon the closing price of our common stock on the Nasdaq Capital Market.

Income Taxes

9 Months Ended

Sep. 30, 2022

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. 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 September 30, 2022, for federal or state income taxes.

Income tax expense differed from the expected expense computed by applying the U.S. Federal income tax rate as follows:


	Nine Months Ended			Three Months Ended
	September 30, 2022			September 30, 2022
Federal income tax benefit at statutory rate	$	(2,733,779	)	$	(845,722	)
State income tax benefit		(719,896	)		(222,707	)
Permanent differences		11,920			3,157
Change in valuation allowance		3,685,697			1,246,403
Research and development tax credit adjustment		(131,681	)		(131,681	)
Other		(112,261	)		(49,450	)
Total income tax expense	$	-		$	-

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 $4,532,968 as of September 30, 2022 and $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 September 30, 2022.

	September 30, 2022			December 31, 2021
Deferred income tax assets:
Current:
Contingent liability	$	71,550		$	-
Other		-			4,050
Non-current:
Net operating losses		2,616,726			1,201,974
Research and development costs		1,694,249			-
Unvested stock options		172,313			11,835
Research and development tax credits		131,681			-
Patents		104,726			90,480
Other		69,010			49,606
Gross deferred income tax assets		4,860,255			1,357,945
Less: valuation allowance		(4,532,968	)		(847,269	)
Net deferred income tax asset		327,287			510,676

Deferred income tax liabilities:
Current:
Accrual to cash		(3,843	)		(105,075	)
Non-current
Property and equipment		(323,444	)		(405,601	)
Gross deferred income tax liabilities		(327,287	)		(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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

(13) Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September 30, 2022:

	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Numerator:
Net loss	$	(4,027,247	)	$	(13,071,205	)
Denominator:
Weighted average common shares outstanding		11,309,412			11,309,412
Net loss per share, basic and diluted	$	(0.36	)	$	(1.16	)

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows as of September 30, 2022:

Stock options issued under the 2021 Equity Incentive Plan			881,112
Common stock purchase warrants outstanding			4,999,998
Total			5,881,110

License Agreement

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

License Agreement

(14) 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 any product as it has not deemed them probable of occurring as of September 30, 2022.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

(15) 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 $27,000 for both the nine months ended September 30, 2022, and 2021 and $9,000 for both the three months ended September 30, 2022, and 2021, which approximates fair value. As of September 30, 2022, and December 31, 2021, the Company had no outstanding amounts payable under this lease.

A member of the Company’s Board of Directors, Peter Werth, is the manager of WFIA, the entity which provided $5.0 million in debt financing to the Company as described in Note 7. Interest expense of $104,839 was recognized during the three months ended September 30, 2022 related to this debt financing. The full principal balance of $5.0 million and accrued interest of $104,839 was outstanding as of September 30, 2022.

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

(16) Subsequent Events

Management evaluated events that occurred subsequent to September 30, 2022, through November 14, 2022, which is the date the interim financial statements were issued.

On October 24, 2022, the Company entered into a Master Services Agreement (the Agreement) with Societal CDMO, Inc. (Societal) for manufacturing services as specified by the Company at Societal’s Gainsville, Georgia manufacturing facility. The Agreement has an initial term that expires on October 24, 2027 and will automatically renew thereafter for successive 12-month periods unless terminated by either party under as specified in the Agreement.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
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.
Unaudited Interim Financial Information	(b) Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2022, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2022 and 2021, the consolidated statements of stockholders’ equity for the three and nine-month periods ended September 30, 2022 and 2021, the consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021, and the related interim disclosures are unaudited. These unaudited consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto.
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.
Miscellaneous Receivables	(d) 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 of September 30, 2022, as well as employee retention tax credits for payroll costs incurred in 2020 and the first three quarters of 2021. As of September 30, 2022, and December 31, 2021, the Company determined that there was no allowance necessary relating to these receivables.
Impairment of Long-lived Assets	(e) Impairment of Long-lived Assets The Company assesses the carrying value of its long-lived assets, including property and equipment, as well as lease right of use (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 three or nine-month periods ended September 30, 2022, or 2021.
Stock-Based Compensation	(f) 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 11.

Prepaid Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Prepaid Expenses

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following at September 30, 2022, and December 31, 2021:

Schedule of Prepaid Expenses

	September 30,		December 31,
	2022		2021
Insurance	$	537,678	$	761,594
Active pharmaceutical ingredients		209,155		264,361
Research and development		1,008,502		643,917
Legal fees		128,385		-
Other		107,773		28,481
Total prepaid expenses	$	1,991,493	$	1,698,353

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consists of the following at September 30, 2022, and December 31, 2021:

Schedule of Property and Equipment

	Estimated
	Useful Life	September 30,			December 31,
	(in years)	2022			2021
Equipment	2-7	$	2,509,126		$	2,509,126
Furniture and fixtures	7		145,754			145,754
Computer equipment	5		41,898			41,898
Leasehold improvements	5		471,505			471,505
Construction-in-process- equipment	-		1,653,550			1,643,150
Property and equipment, gross			4,821,833			4,811,433
Less: accumulated depreciation			(1,970,342	)		(1,666,055	)
Property and equipment, net		$	2,851,491		$	3,145,378

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following at September 30, 2022, and December 31, 2021:

Schedule of Accrued Expenses

	September 30,		December 31,
	2022		2021
Research and development	$	250,000	$	250,000
Legal and other		315,812		71,570
CIP- Equipment		-		279,730
Interest		104,839		-
Total accrued expenses	$	670,651	$	601,300

Profits Interest Plan (Tables)

9 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

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:


	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

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Option Activity

A summary of option activity under the Plan during the three and nine months ended September 30, 2022, is as follows:

Summary of Option Activity

	Shares			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		523,285		$	6.00		9.94
Grants		342,999		$	1.82		9.91
Exercised		—
Forfeitures or expirations		—
Outstanding at March 31, 2022		866,284		$	4.35		9.78	$	182,900
Grants		17,517		$	1.46		7.78
Exercised		—
Forfeitures or expirations		—
Outstanding at June 30, 2022		883,801		$	4.29		9.49	$	24,800
Grants		27,032		$	1.29		9.95
Exercised		—
Forfeitures or expirations		(29,721	)	$	3.82
Outstanding at September 30, 2022		881,112		$	4.21		9.26	$	-

Options exercisable as of September 30, 2022		26,049
Options unvested as of September 30, 2022		855,063

Schedule of Fair Value Assumption

Risk-free interest rate	1.71	%
Weighted-average expected term (in years)	6.02
Expected volatility	1.12
Expected dividend yield	0	%

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

Income tax expense differed from the expected expense computed by applying the U.S. Federal income tax rate as follows:


	Nine Months Ended			Three Months Ended
	September 30, 2022			September 30, 2022
Federal income tax benefit at statutory rate	$	(2,733,779	)	$	(845,722	)
State income tax benefit		(719,896	)		(222,707	)
Permanent differences		11,920			3,157
Change in valuation allowance		3,685,697			1,246,403
Research and development tax credit adjustment		(131,681	)		(131,681	)
Other		(112,261	)		(49,450	)
Total income tax expense	$	-		$	-

Schedule of Deferred Tax Assets and Liabilities

	September 30, 2022			December 31, 2021
Deferred income tax assets:
Current:
Contingent liability	$	71,550		$	-
Other		-			4,050
Non-current:
Net operating losses		2,616,726			1,201,974
Research and development costs		1,694,249			-
Unvested stock options		172,313			11,835
Research and development tax credits		131,681			-
Patents		104,726			90,480
Other		69,010			49,606
Gross deferred income tax assets		4,860,255			1,357,945
Less: valuation allowance		(4,532,968	)		(847,269	)
Net deferred income tax asset		327,287			510,676

Deferred income tax liabilities:
Current:
Accrual to cash		(3,843	)		(105,075	)
Non-current
Property and equipment		(323,444	)		(405,601	)
Gross deferred income tax liabilities		(327,287	)		(510,676	)

Net deferred tax asset (liability)	$	-		$	-

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

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 three and nine months ended September 30, 2022:

	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Numerator:
Net loss	$	(4,027,247	)	$	(13,071,205	)
Denominator:
Weighted average common shares outstanding		11,309,412			11,309,412
Net loss per share, basic and diluted	$	(0.36	)	$	(1.16	)

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 as of September 30, 2022:

Stock options issued under the 2021 Equity Incentive Plan			881,112
Common stock purchase warrants outstanding			4,999,998
Total			5,881,110

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Federal deposit insurance corporation limit	$ 250,000		$ 250,000
Impairment of long lived assets	$ 0	$ 0	$ 0	$ 0

Schedule of Prepaid Expenses (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses
Insurance	$ 537,678	$ 761,594
Active pharmaceutical ingredients	209,155	264,361
Research and development	1,008,502	643,917
Legal fees	128,385
Other	107,773	28,481
Total prepaid expenses	$ 1,991,493	$ 1,698,353

Schedule of Property and Equipment (Details) - USD ($)	9 Months Ended
Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,821,833	$ 4,811,433
Less: accumulated depreciation	(1,970,342)	(1,666,055)
Property and equipment, net	2,851,491	3,145,378
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,509,126	2,509,126
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, gross	$ 145,754	145,754
Property and equipment, estimated useful life	7 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 41,898	41,898
Property and equipment, estimated useful life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 471,505	471,505
Property and equipment, estimated useful life	5 years
Construction In-progress Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,653,550	$ 1,643,150

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 101,429	$ 77,797	$ 304,287	$ 528,809

Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Research and development	$ 250,000	$ 250,000
Legal and other	315,812	71,570
CIP- Equipment		279,730
Interest	104,839
Total accrued expenses	$ 670,651	$ 601,300

Related Party Note Payable (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	Aug. 10, 2022	Sep. 30, 2022	Sep. 30, 2022
Interest expense		$ 104,839
Werth Family Investment Associates LLC [Member]
Issuance of debt	$ 5,000,000		$ 5,000,000
Unsecured interest percentage	15.00%
Debt instrument, description	Outstanding principal and all accrued and unpaid interest are due and payable on August 8, 2025, or 120 days following written demand made by WFIA during the first five business days of a calendar quarter beginning April 1, 2023

- Definition

Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.

+ References + Details

Members’ Capital (Details Narrative) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Preferred Units [Line Items]
Preferred units, issued			1,680,260	948,804
Preferred Units Class F [Member]
Preferred Units [Line Items]
Preferred units, issued		3,243,201			614,137
Preferred Units Class F [Member] \| CTx Board [Member]
Preferred Units [Line Items]
Preferred units, authorized	6,984,985
Issuance of preferred units	$ 11.3
Preferred Units Class G [Member]
Preferred Units [Line Items]
Preferred units, issued					614,137
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 units	$ 6.7

Schedule of Various Distribution Thresholds (Details)	9 Months Ended
Schedule of Various Distribution Thresholds (Details)	Sep. 30, 2022 USD ($)
Distribution Threshold $25 Million [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
2017	$ 4,753,000
2018
2019
2020
2021
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
2021
Total	786,725
Distribution Threshold $75 Million [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
2017
2018	217,725
2019
2020
2021
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
2021
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
2021
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
2021
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 ($)	1 Months Ended	9 Months Ended		12 Months Ended
Profits Interest Plan (Details Narrative) - USD ($)	Apr. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Noncash compensation expense			$ 12,738,088
Equity Incentive Plan (PIU) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, granted	8,500,000			8,500,000
Stock option, issued				8,142,461
Remaining shares issued	357,539
Conversion of stock into common shares	1,158,008
Noncash compensation expense	$ 12,700,000
Equity Incentive Plan (PIU) [Member] \| General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Noncash compensation expense	8,200,000
Equity Incentive Plan (PIU) [Member] \| Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Noncash compensation expense	$ 4,500,000

Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized	240,000,000	240,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Common stock, shares outstanding	11,309,412	11,309,412
Number of shares of common stock issued	11,309,412	11,309,412
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares of common stock issued	4,166,666
Share issued price per share	$ 6.00
Proceeds from public offering	$ 20.4
Reorganization Merger [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares outstanding		7,142,746
Number of shares of common stock issued		7,142,746

Summary of Option Activity (Details) - 2021 Equity Incentive Plan [Member] - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Common stock options, outstanding at ending balance	883,801	866,284	523,285
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 4.29	$ 4.35	$ 6.00
Weighted Average Remaining Contractual Life (Years) Outstanding, Ending	9 years 3 months 3 days		9 years 11 months 8 days
Number of Shares, Granted	27,032	17,517	342,999
Weighted Average Exercise Price, Granted	$ 1.29	$ 1.46	$ 1.82
Weighted Average Remaining Contractual Term, Grants	9 years 11 months 12 days	7 years 9 months 10 days	9 years 10 months 28 days
Number of Shares, Exercised
Number of Shares, Forfeitures or expirations	(29,721)
Weighted Average Remaining Contractual Life (Years) Outstanding, Ending	9 years 5 months 26 days	9 years 9 months 10 days
Aggregate intrinsic value		$ 24,800	$ 182,900
Aggregate intrinsic value	$ 24,800	$ 182,900
Weighted Average Exercise Price, Granted	$ 3.82
Number of Shares Common stock options, outstanding at ending balance	881,112	883,801	866,284
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 4.21	$ 4.29	$ 4.35
Shares, Exercisable	26,049
Shares, Vested and expected to vest	855,063

Schedule of Fair Value Assumption (Details)	9 Months Ended
Schedule of Fair Value Assumption (Details)	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	1.71%
Weighted-average expected term (in years)	6 years 7 days
Expected volatility	1.12%
Expected dividend yield	0.00%

Stock-Based Compensation (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense				$ 594,360
Grant-date fair value of options						$ 5.09
Share-based compensation arrangements aggregate intrinsic value				$ 1.07
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant-date fair value of options	$ 1.07	$ 1.04	$ 1.12
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant-date fair value of options	$ 1.57	$ 1.34	$ 1.16
IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 205,656			$ 594,360
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
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 until the expiration of the 2021 Plan, 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	$ 2,492,032			$ 2,492,032		$ 2,637,895
2021 Equity Incentive Plan [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares common stock options	1,046,698			1,046,698
2021 Equity Incentive Plan [Member] \| Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares common stock options	1,927,810			1,927,810

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	$ (845,722)		$ (2,733,779)
State income tax benefit	(222,707)		(719,896)
Permanent differences	3,157		11,920
Change in valuation allowance	1,246,403		3,685,697
Research and development tax credit adjustment	(131,681)		(131,681)
Other	(49,450)		(112,261)
Total income tax expense

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Contingent liability	$ 71,550
Other		4,050
Net operating losses	2,616,726	1,201,974
Research and development costs	1,694,249
Unvested stock options	172,313	11,835
Research and development tax credits	131,681
Patents	104,726	90,480
Other	69,010	49,606
Gross deferred income tax assets	4,860,255	1,357,945
Less: valuation allowance	(4,532,968)	(847,269)
Net deferred income tax asset	327,287	510,676
Accrual to cash	(3,843)	(105,075)
Property and equipment	(323,444)	(405,601)
Gross deferred income tax liabilities	(327,287)	(510,676)
Net deferred tax asset (liability)

Income Taxes (Details Narrative) - USD ($)	9 Months Ended
Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred income tax expense benefit	$ 0
Deferred tax assets valuation allowance	$ 4,532,968	$ 847,269

Schedule of Net Loss Per Share Basic And Diluted (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (4,027,247)	$ (4,040,447)	$ (5,003,511)	$ (15,290,048)	$ (1,432,295)	$ (1,333,923)	$ (13,071,205)	$ (18,056,266)
Weighted average common shares outstanding	11,309,412						11,309,412
Net loss per share, basic and diluted	$ (0.36)						$ (1.16)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
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-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 11
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

- Definition

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

+ References

+ Details

Schedule of Potentially Dilutive Securities (Details)	9 Months Ended
Schedule of Potentially Dilutive Securities (Details)	Sep. 30, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,881,110
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	881,112
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,999,998

License Agreement (Details Narrative) - Licensing Agreements [Member]	9 Months Ended
	Sep. 30, 2022 USD ($)
CTx-1301 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued milestone payment	$ 250,000
Phase 3 Clinical Trial [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Milestone payment	250,000
New Drug Application [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Milestone payment	250,000
CTx-1301 and CTx-1302 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Milestone payment	250,000
CTx-2103 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Milestone payment	500,000
CTx-2103 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Milestone payment	$ 250,000

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 10, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Rental expense		$ 9,000	$ 9,000	$ 27,000	$ 27,000
Interest expense		$ 104,839
Accrued interest				104,839
Werth Family Investment Associates LLC [Member]
Issuance of debt	$ 5,000,000			$ 5,000,000