0001493152-23-040540 | 10-Q | XBRL Viewer

Subsequent Events	9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	(16) Subsequent Events Management evaluated events that occurred subsequent to September 30, 2023, through November 13, 2023, which is the date the interim financial statements were issued.

Subsequent Events

9 Months Ended

Sep. 30, 2023

(16) Subsequent Events

Management evaluated events that occurred subsequent to September 30, 2023, through November 13, 2023, which is the date the interim financial statements were issued.

License Agreement (Details Narrative) - Licensing Agreements [Member] - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
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

Stockholders’ Equity	9 Months Ended
Sep. 30, 2023
Equity [Abstract]
Stockholders’ Equity	(8) 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, 2023, and December 31, 2022, of which 17,378,798 and 11,309,412 shares of common stock were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. The Company has not issued any shares of preferred stock. 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.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

(8) 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, 2023, and December 31, 2022, of which 17,378,798 and 11,309,412 shares of common stock were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. The Company has not issued any shares of preferred stock.

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 equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Related Party Note Payable (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 08, 2023	May 31, 2023	Aug. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Aug. 09, 2023	May 09, 2023
Issuance of debt			$ 3,000,000.0	$ 5,000,000.0
Issuance of debt			3,000,000.0
Debt face amount	$ 3,000,000.0		$ 8,000,000.0		$ 3,000,000.0		$ 3,000,000.0		$ 5,000,000.0		$ 8,000,000.0
Issuance Date Fair Value Total	$ 38,018,839				$ 38,018,839		$ 38,018,839
Number of warrants	27,777,513				27,777,513		27,777,513
Exercise price		$ 0.0001
Debt instrument, description	The September 2023 Offering closed on September 13, 2023. The Pre-Funded Warrants are exercisable at any time after the date of issuance and have no expiration date. The holder of Pre-Funded Warrants may not exercise the warrants if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise.	The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of common stock of the Company.
Capital contribution					$ 1,862,735		$ 1,862,735
Interest expense					$ 237,500	$ 104,838	677,500	$ 104,838
WFIA Pre Funded Warrants [Member]
Debt face amount		$ 5,000,000.0
Issuance Date Fair Value Total		$ 5,812,500
Number of warrants		6,838,235
Issuance Date Fair Value Per Warrant		$ 0.85
Exercise price		0.5776
Werth Family Investment Associates LLC [Member]
Issuance of debt				$ 5,000,000.0			$ 3,000,000.0		$ 5,000,000.0
Unsecured interest percentage										15.00%
Exercise price		$ 0.0001
Debt instrument, description		The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), no more than 19.99% of the outstanding shares of common stock of the Company.		The remaining outstanding principal of the note of $3.0 million 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.

Related Party Note Payable

9 Months Ended

Sep. 30, 2023

Related Party Note Payable

Related Party Note Payable

(7) Related Party Note Payable

In August 2022, the Company received $5.0 million 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. The promissory note, dated August 9, 2023, is unsecured with interest accruing at 15% per annum. In May 2023, the Company received an additional $3.0 million of debt financing from WFIA by amending and restating the note to increase the principal amount to $8.0 million. All other terms of the note remained the same.

On September 8, 2023, the Company and CTx entered into a Note Conversion Agreement (Note Conversion Agreement) with WFIA, pursuant to which WFIA agreed to convert the original principal amount of $5.0 million under the note plus all accrued interest on the original principal, or $5,812,500, by issuing pre-funded warrants (WFIA Pre-Funded Warrants) to purchase 6,838,235 shares of the Company’s common stock at a conversion price per WFIA Pre-Funded Warrant of $0.85. The closing price of the Company’s common stock on Nasdaq on September 8, 2023, was $0.5776 per share. The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), no more than 19.99% of the outstanding shares of common stock of the Company.

The Company considered ASC 470-60, Troubled Debt Restructurings by Debtors, in accounting for this debt conversion. The difference between the fair value of the pre-funded warrants issued and the carrying value of the debt settled in the transaction was recognized as a capital contribution of $1,862,735 in the Statement of Stockholders’ Equity.

The remaining outstanding principal of the note of $3.0 million 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. WFIA has not demanded payment on the note. 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, 2023 and December 31, 2022, $3.0 million and $5.0 million, respectively, of principal were outstanding on the note.

During the three months ended September 30, 2023, the Company recognized $237,500 of interest expense relating to the note. During the nine months ended September 30, 2023, the Company recognized $677,500 of interest expense relating to the note. All interest expense relating to the note is included in accrued expenses on the consolidated balance sheet.

Nature of the Business and Liquidity

9 Months Ended

Sep. 30, 2023

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 completed its first Phase 3 clinical trial for CTx-1301 with two additional Phase 3 trials in process. 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.

The consolidated financial statements and notes for the periods ended September 30, 2023 and 2022, represent the full consolidation of Cingulate and its subsidiaries, including CTx and all references to the Company represent this full consolidation.

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 initial public offering, which was completed in December 2021, provided approximately $20.4 million in net proceeds. In addition, the Company received proceeds of $5.0 million from a promissory note in August 2022 and an additional $3.0 million when the promissory note was amended and restated in May 2023, a portion of which was subsequently converted to equity, as further described in Note 7. The Company has utilized its At-the-Market Agreement with H.C. Wainwright and Purchase Agreement with Lincoln Park Capital LLC in 2023, providing a total of approximately $2.1 million in net proceeds through September 30, 2023. Additional capital raised in the third quarter of 2023 included the issuance and sale of common stock and pre-funded common stock warrants in connection with a public offering, which provided approximately $3.3 million in net proceeds and the issuance and sale of common stock in connection with a $1 million private placement, as further described in Note 9. 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 equity, 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.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

(11) Stock-Based Compensation

In September 2021, the Company’s board of directors and stockholders adopted the 2021 Equity Incentive Plan (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 2,786,310 and as of September 30, 2023, 1,333,565 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 $658,105 during the nine months ended September 30, 2023 and $594,363 during the nine months ended September 30, 2022. The Company recorded stock-based compensation expense of $236,251 during the three months ended September 30, 2023 and $205,656 during the three months ended September 30, 2022, all relating to options issued during 2021, 2022 and 2023. As of September 30, 2023 and December 31, 2022, there was $2,133,614 and $2,637,895, respectively, 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, 2023 is as follows:

Summary of Option Activity

						Weighted-Average		Aggregate
				Weighted-Average		Remaining Contractual		Intrinsic
	Shares			Exercise Price		Term (years)		Value

Outstanding at January 1, 2023		861,019
Granted		384,500		$	1.75		9.92
Exercised		-
Forfeitures or expirations		(5,615	)
Outstanding at March 31, 2023		1,239,904		$	3.16		9.01
Granted		127,758		$	0.96		9.98
Exercised		-
Forfeitures or expirations		(17,983	)
Outstanding at June 30, 2023		1,349,679		$	3.16		9.01
Granted		104,066		$	0.61		9.89
Exercised		-
Forfeitures or expirations		(1,000	)
Outstanding at September 30, 2023		1,452,745		$	2.99		8.84	$	10,607

Vested and expected to vest at September 30, 2023		1,452,745

Exercisable at September 30, 2023		336,310

The Company’s stock options issued qualify for equity accounting treatment under ASC 718, Compensation- Stock Compensation, 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, 2023, were as follows, shown on a weighted average basis:

Schedule of Fair Value Assumption


Risk-free interest rate	4.073	%
Expected term (in years)	5.9
Expected volatility	1.27
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 three months ended September 30, 2023, ranged from $0.51 to $0.64, and the grant date fair value of the options granted during the nine months ended September 30, 2023, ranged from ranged from $0.51 to $1.53

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 $0.71 as of September 30, 2023, and $1.00 as of December 31, 2022, based upon the closing price of our common stock on the Nasdaq Capital Market on those dates.

Summary of Significant Accounting Policies (Details Narrative)	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Federal deposit insurance corporation limit	$ 250,000

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

(5) Accrued Expenses

Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Accrued Expenses

	September 30,		December 31,
	2023		2022
Interest	$	157,339	$	292,339
Research and development		253,524		-
Professional fees		15,000		314,446
Employee bonuses		175,625		175,625
Active pharmaceutical ingredients		62,393		-
Other		28,127		112,225
Accrued expenses	$	692,008	$	894,635

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net loss	$ (16,600,250)	$ (13,071,205)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	410,593	304,287
Stock-based compensation	658,106	594,360
Changes in operating assets and liabilities:
Miscellaneous receivables	228,596	642,899
Prepaid expenses and other current assets	1,368,658	(293,140)
Operating lease right-of-use assets	194,125	167,828
Trade accounts payable and accrued expenses	1,517,952	197,462
Other current liabilities	13,428	31,147
Operating lease liabilities	(263,380)	(249,952)
Net cash used in operating activities	(12,472,172)	(11,676,314)
Investing activities:
Purchase of property and equipment	(37,136)	(10,400)
Proceeds from sale of short-term investments		933
Other		(165)
Net cash used in investing activities	(37,136)	(9,632)
Financing Activities:
Proceeds from issuance of common stock and pre-funded common stock purchase warrants, net of fees	6,151,288
Proceeds from note payable	3,000,000	5,000,000
Principal payments on finance lease obligations	(11,943)	(11,229)
Net cash provided by financing activities	9,139,345	4,988,771
Cash and cash equivalents:
Net decrease in cash and cash equivalents	(3,369,963)	(6,697,175)
Cash and cash equivalents at beginning of year	5,356,276	16,492,745
Cash and cash equivalents at end of period	1,986,313	9,795,570
Cash payments:
Interest paid	$ 10,266	$ 10,291

Prepaid Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Prepaid Expenses

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Prepaid Expenses

	September 30,		December 31,
	2023		2022
Research and development	$	413,431	$	1,377,391
Insurance		339,676		472,152
Active pharmaceutical ingredients		77,422		209,156
Deferred capital raise costs		-		100,339
Professional fees		20,775		61,524
Dues and subscriptions		38,284		37,684
Other		20,698		20,698
Total prepaid expenses	$	910,286	$	2,278,944

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	$ (1,255,601)	$ (845,722)	$ (3,486,052)	$ (2,733,779)
State income tax benefit	(330,642)	(222,707)	(917,994)	(719,896)
Permanent differences	6,154	3,157	14,457	11,920
Change in valuation allowance	2,218,188	1,132,895	5,089,875	3,572,189
Prior period adjustment to actual	(620,630)		(620,630)
Other	(17,469)	(67,623)	(79,656)	(130,434)
Total income tax expense

- Definition

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

+ References + Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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, 2023, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of stockholders’ equity for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, 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 as of and for the year ended December 31, 2022.

(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 as of December 31, 2022, primarily consisted of employee retention tax credits for payroll costs incurred in 2020 and research and development tax credits. The Company analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, in accounting for these receivables. As of December 31, 2022, the Company determined that there was no allowance necessary relating to these receivables. As of September 30, 2023, all employee retention tax credits and research and development tax credits had been collected.

(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, 2023 or 2022.

(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.

Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Interest	$ 157,339	$ 292,339
Research and development	253,524
Professional fees	15,000	314,446
Employee bonuses	175,625	175,625
Active pharmaceutical ingredients	62,393
Other	28,127	112,225
Accrued expenses	$ 692,008	$ 894,635

Schedule of Warrants and Rights Outstanding (Details) - USD ($)	Sep. 30, 2023	Sep. 08, 2023
Class of Warrant or Right [Line Items]
Number of warrants	27,777,513
Exercise price		$ 0.0001
Issuance Date Fair Value Total	$ 38,018,839
December 2021 Initial Public Offering [Member]
Class of Warrant or Right [Line Items]
Number of warrants	4,791,665
Exercise price	$ 6.00
Issuance Date Fair Value Per Warrant	$ 4.77
Issuance Date Fair Value Total	$ 22,856,242
December 2021 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants	208,333
Exercise price	$ 7.50
Issuance Date Fair Value Per Warrant	$ 4.64
Issuance Date Fair Value Total	$ 966,665
September 2023 WFIA Pre-funded Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants	6,838,235
Exercise price	$ 0.0001
Issuance Date Fair Value Per Warrant	$ 0.85
Issuance Date Fair Value Total	$ 5,812,500
September 2023 Public Offering Pre-funded Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants	5,205,208
Exercise price	$ 0.0001
Issuance Date Fair Value Per Warrant	$ 0.5775
Issuance Date Fair Value Total	$ 3,006,008
September 2023 Public Offering Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants	6,925,208
Exercise price	$ 0.58
Issuance Date Fair Value Per Warrant	$ 0.540
Issuance Date Fair Value Total	$ 3,739,612
September 2023 Public Offering Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants	3,462,604
Exercise price	$ 0.58
Issuance Date Fair Value Per Warrant	$ 0.420
Issuance Date Fair Value Total	$ 1,454,294
September 2023 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants	346,260
Exercise price	$ 0.72
Issuance Date Fair Value Per Warrant	$ 0.530
Issuance Date Fair Value Total	$ 183,518

Common Stock Purchase Warrants

9 Months Ended

Sep. 30, 2023

Common Stock Purchase Warrants

Common Stock Purchase Warrants

(10) Common Stock Purchase Warrants

In addition to the 6,925,208 shares of common stock and Pre-Funded Warrants issued in the September 2023 Offering, the Company issued Series A warrants to purchase up to 6,925,208 shares of common stock and Series B warrants to purchase up to 3,462,604 shares of common stock. The Series A and Series B warrants have an exercise price of $0.5776 per share and are exercisable on the effective date of stockholder approval of the shares issuable pursuant to the warrants. The Series A warrants have a five-year term and the Series B warrants have a two-year term from the initial exercise date.

The Company evaluated the Pre-Funded Warrants for liability or equity classification in accordance with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging, and determined that equity treatment was appropriate. The Company valued the Pre-Funded Warrants to purchase 5,205,208 shares of common stock based on their issuance date fair value of $3,006,008. As of September 30, 2023, none of the Pre-Funded Warrants had been exercised.

In connection with the September 2023 Offering, the Company issued placement agent warrants to purchase up to 346,260 shares of common stock. The placement agent warrants have an exercise price of $0.722 per share. These warrants have a five-year term ending September 11, 2028.

The Series A, Series B and placement agent warrants issued in the September 2023 Offering were valued using a Black-Scholes model with a risk-free rate of 4.5%-5.3%, the respective terms of five and two years, and a volatility of 1.29-1.32. 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 common stock purchase warrants as of September 30, 2023:

					Issuance Date		Issuance Date
	Number of		Exercise		Fair Value		Fair Value
	Warrants		Price		per Warrant		Total
December 2021 Initial Public Offering		4,791,665	$	6.00	$	4.77	$	22,856,242
December 2021 Underwriter Warrants		208,333	$	7.50	$	4.64		966,665
September 2023 WFIA Pre-funded Warrants		6,838,235	$	0.0001	$	0.85		5,812,500
September 2023 Public Offering Pre-funded Warrants		5,205,208	$	0.0001	$	0.5775		3,006,008
September 2023 Public Offering Series A Warrants		6,925,208	$	0.58	$	0.540		3,739,612
September 2023 Public Offering Series B Warrants		3,462,604	$	0.58	$	0.420		1,454,294
September 2023 Placement Agent Warrants		346,260	$	0.72	$	0.530		183,518
Balance- September 30, 2023		27,777,513					$	38,018,839

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 September 2023 public offering was allocated to the common stock/pre-funded warrants 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 and Pre-Funded Warrants	$	3,999,480		42.7	%	$	1,707,778
Series A, B and Placement Agent Warrants		5,377,424		57.3	%		2,291,702
Total	$	9,376,904		100	%	$	3,999,480

Related Party Transactions (Details Narrative) - USD ($)			3 Months Ended			9 Months Ended
	Sep. 11, 2023	Aug. 11, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	May 31, 2023	May 09, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Principal amount			$ 3,000,000.0			$ 3,000,000.0		$ 8,000,000.0	$ 8,000,000.0	$ 5,000,000.0
Interest expense			237,500		$ 104,838	677,500	$ 104,838
Accrued interest			$ 157,339			157,339				$ 292,339
Gross proceeds	$ 3,999,480
Common Stock [Member]
Related Party Transaction [Line Items]
New shares , issued			1,778,855	747,376
Private Placement [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
New shares , issued		1,823,155
Share price		$ 0.5485
Gross proceeds		$ 1.0
Debt [Member]
Related Party Transaction [Line Items]
Principal amount									$ 5,000,000.0
Related Party [Member]
Related Party Transaction [Line Items]
Rental expense			$ 9,000		$ 9,000	$ 27,000	$ 27,000

Stock-Based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense			$ 658,106	$ 594,360
Share-based compensation arrangements aggregate intrinsic value			$ 0.71		$ 1.00
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant-date fair value of options	$ 0.51		0.51
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant-date fair value of options	$ 0.64		$ 1.53
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.
Stock-based compensation expense	$ 236,251	$ 205,656	$ 658,105	$ 594,363
Unrecognized compensation cost	$ 2,133,614		$ 2,133,614		$ 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	1,333,565		1,333,565
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	2,786,310		2,786,310

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

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, 2023 is as follows:

Summary of Option Activity

						Weighted-Average		Aggregate
				Weighted-Average		Remaining Contractual		Intrinsic
	Shares			Exercise Price		Term (years)		Value

Outstanding at January 1, 2023		861,019
Granted		384,500		$	1.75		9.92
Exercised		-
Forfeitures or expirations		(5,615	)
Outstanding at March 31, 2023		1,239,904		$	3.16		9.01
Granted		127,758		$	0.96		9.98
Exercised		-
Forfeitures or expirations		(17,983	)
Outstanding at June 30, 2023		1,349,679		$	3.16		9.01
Granted		104,066		$	0.61		9.89
Exercised		-
Forfeitures or expirations		(1,000	)
Outstanding at September 30, 2023		1,452,745		$	2.99		8.84	$	10,607

Vested and expected to vest at September 30, 2023		1,452,745

Exercisable at September 30, 2023		336,310

Schedule of Fair Value Assumption


Risk-free interest rate	4.073	%
Expected term (in years)	5.9
Expected volatility	1.27
Expected dividend yield	0	%

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
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
Unrealized losses on available for sale investments				(2,948)	(2,948)
Stock-based compensation expense		181,518			181,518
Net loss			(5,003,511)		(5,003,511)
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
Unrealized losses on available for sale investments				(466)	(466)
Stock-based compensation expense		207,186			207,186
Net loss			(4,040,447)		(4,040,447)
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
Unrealized losses on available for sale investments				3,249	3,249
Stock-based compensation expense		205,656			205,656
Net loss			(4,027,247)		(4,027,247)
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 Dec. 31, 2022	$ 1,131	73,289,387	(69,408,496)		3,882,022
Balance, shares at Dec. 31, 2022	11,309,412
Stock-based compensation expense		204,479			204,479
Net loss			(4,004,887)		(4,004,887)
Balance at Mar. 31, 2023	$ 1,131	73,493,866	(73,413,383)		81,614
Balance, shares at Mar. 31, 2023	11,309,412
Balance at Dec. 31, 2022	$ 1,131	73,289,387	(69,408,496)		3,882,022
Balance, shares at Dec. 31, 2022	11,309,412
Net loss					(16,600,250)
Capital contribution in connection with conversion of related party note payable					1,862,735
Balance at Sep. 30, 2023	$ 1,738	85,910,674	(86,008,746)		(96,334)
Balance, shares at Sep. 30, 2023	17,378,798
Balance at Mar. 31, 2023	$ 1,131	73,493,866	(73,413,383)		81,614
Balance, shares at Mar. 31, 2023	11,309,412
Stock-based compensation expense		217,376			217,376
Net loss			(6,616,309)		(6,616,309)
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees	$ 75	218,723			218,798
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares	747,376
Balance at Jun. 30, 2023	$ 1,206	73,929,965	(80,029,692)		(6,098,521)
Balance, shares at Jun. 30, 2023	12,056,788
Stock-based compensation expense		236,251			236,251
Net loss			(5,979,054)		(5,979,054)
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees	$ 178	1,621,761			1,621,939
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares	1,778,855
Issuance of common stock in connection with private placement with WFIA	$ 182	999,818			1,000,000
Issuance of common stock in connection with private placement with WFIA, shares	1,823,155
Issuance of common stock and pre-funded warrants sold for cash in public offering, net of fees	$ 172	3,310,379			3,310,551
Issuance of common stock and pre-funded warrants sold for cash in public offering, net of fees, shares	1,720,000
Issuance of pre-funded warrants in connection with the conversion of related party note payable		3,949,765			3,949,765
Capital contribution in connection with conversion of related party note payable		1,862,735			1,862,735
Balance at Sep. 30, 2023	$ 1,738	$ 85,910,674	$ (86,008,746)		$ (96,334)
Balance, shares at Sep. 30, 2023	17,378,798

Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Valuation allowance	$ 10,988,821	$ 5,580,595

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,986,313	$ 5,356,276
Miscellaneous receivables	5,836	234,432
Prepaid expenses and other current assets	910,286	2,278,944
Total current assets	2,902,435	7,869,652
Property and equipment, net	2,531,330	2,904,787
Operating lease right-of-use assets	436,493	630,618
Total assets	5,870,258	11,405,057
Current liabilities:
Accounts payable	1,670,436	762,357
Accrued expenses	692,008	894,635
Note payable	3,000,000	5,000,000
Finance lease liability, current	16,805	16,053
Operating lease liability, current	353,183	339,755
Total current liabilities	5,732,432	7,012,800
Long-term liabilities:
Finance lease liability, net of current	8,792	21,487
Operating lease liability, net of current	225,368	488,748
Total long-term liabilities	234,160	510,235
Total liabilities	5,966,592	7,523,035
Stockholders’ Equity
Common Stock, $0.0001 par value; 240,000,000 shares authorized and 17,378,798 and 11,309,412 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	1,738	1,131
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022
Additional Paid-in-Capital	85,910,674	73,289,387
Accumulated deficit	(86,008,746)	(69,408,496)
Total stockholders’ equity	(96,334)	3,882,022
Total liabilities and stockholders’ equity	$ 5,870,258	$ 11,405,057

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,001,989	$ 4,964,853
Less: accumulated depreciation	(2,470,659)	(2,060,066)
Property and equipment, net	2,531,330	2,904,787
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,342,832	2,565,997
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		$ 1,739,699

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Research and development costs	$ 723,577	$ 343,087
Other	59,126	59,018
Net operating losses	5,862,906	3,381,215
Research and development costs	3,645,038	1,762,716
Research and development tax credit	756,122
Unvested stock options	405,739	204,380
Patents	99,118	92,417
Right-of-use assets	45,265	63,563
Gross deferred income tax assets	11,596,891	5,906,396
Less: valuation allowance	(10,988,821)	(5,580,595)
Net deferred income tax asset	608,070	325,801
Accrual to cash		(11,228)
Property and equipment	(608,070)	(314,573)
Gross deferred income tax liabilities	(608,070)	(325,801)
Net deferred tax asset (liability)

Prepaid Expenses

9 Months Ended

Sep. 30, 2023

Prepaid Expenses

Prepaid Expenses

(3) Prepaid Expenses

Prepaid expenses consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Prepaid Expenses

	September 30,		December 31,
	2023		2022
Research and development	$	413,431	$	1,377,391
Insurance		339,676		472,152
Active pharmaceutical ingredients		77,422		209,156
Deferred capital raise costs		-		100,339
Professional fees		20,775		61,524
Dues and subscriptions		38,284		37,684
Other		20,698		20,698
Total prepaid expenses	$	910,286	$	2,278,944

Schedule of Net Loss Per Share Basic and Diluted (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (5,979,054)	$ (6,616,309)	$ (4,004,887)	$ (4,027,247)	$ (4,040,447)	$ (5,003,511)	$ (16,600,250)	$ (13,071,205)
Weighted average number of shares used in computing net loss per share of common stock, basic	19,766,654			11,309,412			14,287,942	11,309,412
Weighted average number of shares used in computing net loss per share of common stock, diluted	19,766,654			11,309,412			14,287,942	11,309,412
Net loss per share of common stock, basic	$ (0.30)			$ (0.36)			$ (1.16)	$ (1.16)
Net loss per share of common stock, diluted	$ (0.30)			$ (0.36)			$ (1.16)	$ (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
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Contingencies

9 Months Ended

Sep. 30, 2023

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 establishes reserves when those matters present 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, we accrue 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 accrued 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 consolidated financial statements.

- 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

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share Basic and Diluted


	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022			Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
Numerator:
Net loss	$	(5,979,054	)	$	(4,027,247	)	$	(16,600,250	)	$	(13,071,205	)
Denominator:
Weighted average shares outstanding		19,766,654			11,309,412			14,287,942			11,309,412
Net loss per share, basic and diluted	$	(0.30	)	$	(0.36	)	$	(1.16	)	$	(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 for the three and nine-month periods ended September 30, 2023 and September 30, 2022:


	September 30, 2023		September 30, 2022
Stock options issued under the 2021 Equity Incentive Plan		1,452,745		883,801
Common stock purchase warrants outstanding		15,734,070		4,999,998
Total		17,186,815		5,883,799
Antidilutive securities		17,186,815		5,883,799

Common Stock Purchase Warrants (Details Narrative)	9 Months Ended
Common Stock Purchase Warrants (Details Narrative)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 11, 2023 $ / shares shares	Sep. 08, 2023 $ / shares
Warrant exercise price \| $ / shares			$ 0.0001
Expected life	5 years 10 months 24 days
Number of warrants	27,777,513
Issuance Date Fair Value Total \| $	$ 38,018,839
Warrants measurement input	1.27%
Series A Warrant [Member]
SeriesA warrants, issued	6,925,208
Warrant exercise price \| $ / shares	$ 0.5776	$ 0.0001
Expected life	5 years
Number of warrants		1,720,000
Series B Warrant [Member]
SeriesA warrants, issued	3,462,604
Warrant exercise price \| $ / shares	$ 0.5776	$ 0.0001
Expected life	2 years
Number of warrants	5,205,208
Pre-funded Warrants [Member]
Number of warrants	5,205,208
Issuance Date Fair Value Total \| $	$ 3,006,008
Placement Agent Warrants [Member]
Warrant exercise price \| $ / shares	$ 0.722
Expected life	5 years
Number of warrants	346,260
Warrant [Member]
SeriesA warrants, issued	6,925,208
Warrant [Member] \| Series A Warrant [Member]
Warrants measurement input	129.00%
Warrant [Member] \| Series A Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants measurement input	0.045
Warrant [Member] \| Series B Warrant [Member]
Warrants measurement input	132.00%
Warrant [Member] \| Series B Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants measurement input	0.053

Income Taxes

9 Months Ended

Sep. 30, 2023

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 for the three-month periods ended September 30, 2023, and 2022 or the nine-month periods ended September 30, 2023 and 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:


	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022			Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
Federal income tax benefit at statutory rate	$	(1,255,601	)	$	(845,722	)	$	(3,486,052	)	$	(2,733,779	)
State income tax benefit		(330,642	)		(222,707	)		(917,994	)		(719,896	)
Permanent differences		6,154			3,157			14,457			11,920
Change in valuation allowance		2,218,188			1,132,895			5,089,875			3,572,189
Prior period adjustment to actual		(620,630	)		-			(620,630	)		-
Other		(17,469	)		(67,623	)		(79,656	)		(130,434	)
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 $10,988,821 as of September 30, 2023, and $5,580,595 at December 31, 2022, 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 Company is 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, 2023 or December 31, 2022.

	September 30, 2023			December 31, 2022
Deferred income tax assets:
Current:
Research and development costs	$	723,577		$	343,087
Other		59,126			59,018
Non-current:
Net operating losses		5,862,906			3,381,215
Research and development costs		3,645,038			1,762,716
Research and development tax credit		756,122			-
Unvested stock options		405,739			204,380
Patents		99,118			92,417
Right-of-use assets		45,265			63,563
Gross deferred income tax assets		11,596,891			5,906,396
Less: valuation allowance		(10,988,821	)		(5,580,595	)
Net deferred income tax asset		608,070			325,801

Deferred income tax liabilities:
Current:
Accrual to cash		-			(11,228	)
Non-current
Property and equipment		(608,070	)		(314,573	)
Gross deferred income tax liabilities		(608,070	)		(325,801	)

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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Nature of the Business and Liquidity (Details Narrative) - USD ($)		1 Months Ended			9 Months Ended
	Aug. 11, 2023	May 31, 2023	Aug. 31, 2022	Dec. 31, 2021	Sep. 30, 2023	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Issuance of public offering				$ 20,400,000
Notes payable		$ 3,000,000.0	$ 5,000,000.0
Notes payable					$ 2,100,000
Issuance of stock	$ 3,300,000				$ 6,151,288
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of stock	$ 1,000,000

Common Stock Purchase Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Common Stock Purchase Warrants

Schedule of Warrants and Rights Outstanding

					Issuance Date		Issuance Date
	Number of		Exercise		Fair Value		Fair Value
	Warrants		Price		per Warrant		Total
December 2021 Initial Public Offering		4,791,665	$	6.00	$	4.77	$	22,856,242
December 2021 Underwriter Warrants		208,333	$	7.50	$	4.64		966,665
September 2023 WFIA Pre-funded Warrants		6,838,235	$	0.0001	$	0.85		5,812,500
September 2023 Public Offering Pre-funded Warrants		5,205,208	$	0.0001	$	0.5775		3,006,008
September 2023 Public Offering Series A Warrants		6,925,208	$	0.58	$	0.540		3,739,612
September 2023 Public Offering Series B Warrants		3,462,604	$	0.58	$	0.420		1,454,294
September 2023 Placement Agent Warrants		346,260	$	0.72	$	0.530		183,518
Balance- September 30, 2023		27,777,513					$	38,018,839

Fair Value of the Warrants to Additional Paid in Capital

			Percent
	Fair		of Total			Amount
	Value		Fair Value			Allocated

Common Stock and Pre-Funded Warrants	$	3,999,480		42.7	%	$	1,707,778
Series A, B and Placement Agent Warrants		5,377,424		57.3	%		2,291,702
Total	$	9,376,904		100	%	$	3,999,480

Schedule of Prepaid Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expenses
Research and development	$ 413,431	$ 1,377,391
Insurance	339,676	472,152
Active pharmaceutical ingredients	77,422	209,156
Deferred capital raise costs		100,339
Professional fees	20,775	61,524
Dues and subscriptions	38,284	37,684
Other	20,698	20,698
Total prepaid expenses	$ 910,286	$ 2,278,944

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
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	17,378,798	11,309,412
Common stock, shares outstanding	17,378,798	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

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Property and Equipment


	Estimated
	Useful Life		September 30,			December 31,
	(in years)		2023			2022
Equipment		2-7	$	4,342,832		$	2,565,997
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		-		-			1,739,699
Property and equipment, gross				5,001,989			4,964,853
Less: accumulated depreciation				(2,470,659	)		(2,060,066	)
Property and equipment, net			$	2,531,330		$	2,904,787

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 154,663	$ 101,429	$ 410,593	$ 304,287

Related Party Transactions

9 Months Ended

Sep. 30, 2023

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, 2023 and 2022 and $9,000 for both the three months ended September 30, 2023 and 2022, which approximates fair value. As of September 30, 2023 and December 31, 2022, 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 $8.0 million in debt financing to the Company, $5.0 million of which was converted to equity in September 2023, as described in Note 7. The remaining principal balance of $3.0 million was outstanding as of September 30, 2023 and the initial principal balance of $5.0 million was outstanding as of December 31, 2022. Interest expense of $237,500 and $104,838 was recognized during the three months ended September 30, 2023 and September 30, 2022, respectively. Interest expense of $677,500 and $104,838 was recognized during the nine months ended September 30, 2023 and September 30, 2022, respectively. $157,339 and $292,339 of accrued interest relating to this note was outstanding as of September 30, 2023 and December 31, 2022.

On August 11, 2023, the Company entered into a Securities Purchase Agreement with WFIA and issued, in a private placement priced at the market under Nasdaq rules, 1,823,155 shares of its common stock at a purchase price per share of $0.5485, resulting in gross proceeds to the Company of approximately $1.0 million.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Option Activity (Details) - $ / shares	3 Months Ended			9 Months Ended	12 Months Ended
Summary of Option Activity (Details) - $ / shares	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate Intrinsic Value, Granted				$ 0.71	$ 1.00
2021 [Equity Incentive Plan Plan Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Common stock options, outstanding at ending balance	1,349,679	1,239,904	861,019	861,019
Number of Shares, Granted	104,066	127,758	384,500
Weighted Average Exercise Price, Outstanding Ending Balance	$ 3.16	$ 3.16	$ 1.75	$ 1.75
Weighted Average Remaining Contractual Life (Years) Outstanding	8 years 10 months 2 days	9 years 3 days	9 years 3 days		9 years 11 months 1 day
Number of Shares, Exercised
Number of Shares, Forfeitures or expirations	(1,000)	(17,983)	(5,615)
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 0.61	$ 0.96
Weighted Average Remaining Contractual Term, Grants		9 years 10 months 20 days	9 years 11 months 23 days
Number of Shares Common stock options, outstanding at ending balance	1,452,745	1,349,679	1,239,904	1,452,745	861,019
Weighted Average Exercise Price, Outstanding Ending Balance	$ 2.99	$ 3.16	$ 3.16	$ 2.99	$ 1.75
Aggregate Intrinsic Value, Granted	$ 10,607
Shares, Vested and expected to vest	1,452,745			1,452,745
Shares, Exercisable	336,310			336,310

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Accrued Expenses

	September 30,		December 31,
	2023		2022
Interest	$	157,339	$	292,339
Research and development		253,524		-
Professional fees		15,000		314,446
Employee bonuses		175,625		175,625
Active pharmaceutical ingredients		62,393		-
Other		28,127		112,225
Accrued expenses	$	692,008	$	894,635

Sale of Securities

9 Months Ended

Sep. 30, 2023

Sale Of Securities

Sale of Securities

(9) Sale of Securities

Private Placement

Public Offering

On September 11, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor (September 2023 Offering) pursuant to which the Company issued 1,720,000 shares of its common stock at a combined price of $0.5776 per share and accompanying Series A and Series B warrants and pre-funded warrants (Pre-Funded Warrants) to purchase up to an aggregate of 5,205,208 shares of its common stock at a combined purchase price of $0.5775 per Pre-Funded Warrant, and accompanying Series A and Series B warrants, which represents the public offering price for the common stock less the $0.0001 per share exercise price per share for each Pre-Funded Warrant. The September 2023 Offering closed on September 13, 2023. The Pre-Funded Warrants are exercisable at any time after the date of issuance and have no expiration date. The holder of Pre-Funded Warrants may not exercise the warrants if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. The September 2023 Offering resulted in gross proceeds to the Company of $3,999,480 before deducting $688,929 of placement agent fees and other offering expenses. See Note 10 for a description of Series A and Series B warrants issued in the September 2023 Offering.

Conversion of Related Party Note

On September 8, 2023, the Company issued WFIA Pre-Funded Warrants to purchase 6,838,235 shares of the Company’s common stock as part of the Note Conversion Agreement, as described in Note 7. The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of common stock of the Company.

Purchase Agreement with Lincoln Park

In April 2023, the Company entered into a purchase agreement (LP Purchase Agreement) and a registration rights agreement (Registration Rights Agreement) with Lincoln Park Capital Fund, LLC (Lincoln Park). Pursuant to the terms of the LP Purchase Agreement, Lincoln Park has agreed to purchase from the Company up to $12 million of the Company’s common stock subject to certain limitations and satisfaction of the conditions set forth in the LP Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, the Company filed with the SEC a registration statement to register for resale under the Securities Act 4.5 million shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement.

Pursuant to the terms of the LP Purchase Agreement, at the time the Company signed the LP Purchase Agreement and the Registration Rights Agreement, the Company issued 368,023 shares of common stock to Lincoln Park as consideration for its commitment to purchase shares of common stock under the LP Purchase Agreement. The commitment shares were valued at $400,409 and recorded as an addition to equity for the issuance of the common stock and treated as a reduction to equity as a cost of capital to be raised under the LP Purchase Agreement.

During the quarter ended September 30, 2023, the Company sold 240,000 shares of common stock under the LP Purchase Agreement, for net proceeds of $196,167. During the nine months ended September 30, 2023, the Company sold 510,000 shares of common stock under the LP Purchase Agreement, for net proceeds of $450,427.

At the Market Offering

In January 2023, the Company entered into an At The Market Offering Agreement (ATM Agreement) with H.C. Wainwright & Co., LLC (HCW) pursuant to which the Company may issue and sell, from time to time, shares of the Company’s common stock having an aggregate offering price of up to $4.97 million in at-the-market offerings sales. HCW will act as sales agent and will be paid a 3% commission on each sale under the ATM Agreement. The Company’s common stock will be sold at prevailing market prices at the time of the sale, and, as a result, prices will vary. During the quarter ended September 30, 2023, the Company sold 1,538,855 shares of common stock under the ATM Agreement, for net proceeds of $1,595,429. During the nine months ended September 30, 2023, the Company sold 1,648,208 shares of common stock under the ATM agreement, for net proceeds of $1,696,407.

License Agreement

9 Months Ended

Sep. 30, 2023

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. Payments are to be made 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)

As of December 31, 2022, the $250,000 milestone for CTx-1301 relating to the dosing of first patient in a Phase 3 Clinical Trial was accrued as management deemed the milestone probable of occurring. In early 2023, the Company paid this amount as the first patient in a CTx-1301 Phase 3 Clinical Trial was dosed. The Company has not recorded any expense relating to the other milestones for any other product as it has not deemed them probable of occurring as of September 30, 2023.

Schedule of Fair Value Assumption (Details)	9 Months Ended
Schedule of Fair Value Assumption (Details)	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4.073%
Expected term (in years)	5 years 10 months 24 days
Expected volatility	1.27%
Expected dividend yield	0.00%

Property and Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

(4) Property and Equipment

Property and equipment, net consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Property and Equipment


	Estimated
	Useful Life		September 30,			December 31,
	(in years)		2023			2022
Equipment		2-7	$	4,342,832		$	2,565,997
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		-		-			1,739,699
Property and equipment, gross				5,001,989			4,964,853
Less: accumulated depreciation				(2,470,659	)		(2,060,066	)
Property and equipment, net			$	2,531,330		$	2,904,787

Depreciation expense for the nine months ended September 30, 2023 was $410,593 and for the nine months ended September 30, 2022 was $304,287. Depreciation expense for the three months ended September 30, 2023 was $154,663 and for the three months ended September 30, 2022 was $101,429.

Stockholders’ Equity (Details Narrative) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
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 issued	17,378,798	11,309,412
Common stock, shares outstanding	17,378,798	11,309,412

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 10, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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		18,740,006
Common Stock, par value $0.0001 per share
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
Title of 12(b) Security	Warrants, exercisable for one share of common stock
Trading Symbol	CINGW
Security Exchange Name	NASDAQ

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2023

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:


	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022			Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
Federal income tax benefit at statutory rate	$	(1,255,601	)	$	(845,722	)	$	(3,486,052	)	$	(2,733,779	)
State income tax benefit		(330,642	)		(222,707	)		(917,994	)		(719,896	)
Permanent differences		6,154			3,157			14,457			11,920
Change in valuation allowance		2,218,188			1,132,895			5,089,875			3,572,189
Prior period adjustment to actual		(620,630	)		-			(620,630	)		-
Other		(17,469	)		(67,623	)		(79,656	)		(130,434	)
Total income tax expense	$	-		$	-		$	-		$	-

Schedule of Deferred Tax Assets and Liabilities

	September 30, 2023			December 31, 2022
Deferred income tax assets:
Current:
Research and development costs	$	723,577		$	343,087
Other		59,126			59,018
Non-current:
Net operating losses		5,862,906			3,381,215
Research and development costs		3,645,038			1,762,716
Research and development tax credit		756,122			-
Unvested stock options		405,739			204,380
Patents		99,118			92,417
Right-of-use assets		45,265			63,563
Gross deferred income tax assets		11,596,891			5,906,396
Less: valuation allowance		(10,988,821	)		(5,580,595	)
Net deferred income tax asset		608,070			325,801

Deferred income tax liabilities:
Current:
Accrual to cash		-			(11,228	)
Non-current
Property and equipment		(608,070	)		(314,573	)
Gross deferred income tax liabilities		(608,070	)		(325,801	)

Net deferred tax asset (liability)	$	-		$	-

Sale of Securities (Details Narrative) - USD ($)					1 Months Ended		3 Months Ended		9 Months Ended
Sale of Securities (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 11, 2023	Sep. 08, 2023	Aug. 11, 2023	Apr. 30, 2023	Jan. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Gross proceeds		$ 3,999,480
Number of warrants	27,777,513						27,777,513		27,777,513
Exercise price			$ 0.0001
Debt descripition	The September 2023 Offering closed on September 13, 2023. The Pre-Funded Warrants are exercisable at any time after the date of issuance and have no expiration date. The holder of Pre-Funded Warrants may not exercise the warrants if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise.		The WFIA Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, to the extent that after giving effect to such exercise, WFIA and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of common stock of the Company.
Placement agent fees		$ 688,929
Net proceeds				$ 3,300,000					$ 6,151,288
Number of shares issued							$ 1,621,939	$ 218,798
Purchase Agreement [Member] \| Maximum [Member]
Net proceeds					$ 12,000,000
ATM Agreement [Member] \| H.C. Wain Wright and Co LLC [Member]
Net proceeds							$ 1,595,429		$ 1,696,407
Sale of stock							1,538,855		1,648,208
Sale of stock commission percent						3.00%
ATM Agreement [Member] \| Maximum [Member] \| H.C. Wain Wright and Co LLC [Member]
Net proceeds						$ 4,970,000
Series A Warrant [Member]
Number of warrants		1,720,000
Issuance Date Fair Value Per Warrant		$ 0.5776
Exercise price	$ 0.5776	0.0001					$ 0.5776		$ 0.5776
Series B Warrant [Member]
Number of warrants	5,205,208						5,205,208		5,205,208
Issuance Date Fair Value Per Warrant	$ 0.5775						$ 0.5775		$ 0.5775
Exercise price	$ 0.5776	$ 0.0001					$ 0.5776		$ 0.5776
WFIA Pre Funded Warrants [Member]
Number of warrants			6,838,235
Issuance Date Fair Value Per Warrant			$ 0.85
Exercise price			$ 0.5776
Common Stock [Member]
Number of shares issued, shares							1,778,855	747,376
Number of shares issued							$ 178	$ 75
Common Stock [Member] \| Purchase Agreement [Member]
Number of shares issued, shares					368,023
Net proceeds							$ 196,167		$ 450,427
Sale of stock					$ 4,500,000
Number of shares issued					$ 400,409
Sale of stock							240,000		510,000
Private Placement [Member]
Net proceeds				$ 1,000,000
Private Placement [Member] \| Common Stock [Member]
Number of shares issued, shares				1,823,155
Share price				$ 0.5485
Gross proceeds				$ 1.0

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

(13) Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares and pre-funded warrants outstanding during the period. The pre-funded warrants are included in the calculation of the weighted-average number of shares outstanding because their exercise requires only nominal consideration for the delivery of shares. 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, 2023 and 2022:


	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022			Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
Numerator:
Net loss	$	(5,979,054	)	$	(4,027,247	)	$	(16,600,250	)	$	(13,071,205	)
Denominator:
Weighted average shares outstanding		19,766,654			11,309,412			14,287,942			11,309,412
Net loss per share, basic and diluted	$	(0.30	)	$	(0.36	)	$	(1.16	)	$	(1.16	)


	September 30, 2023		September 30, 2022
Stock options issued under the 2021 Equity Incentive Plan		1,452,745		883,801
Common stock purchase warrants outstanding		15,734,070		4,999,998
Total		17,186,815		5,883,799
Antidilutive securities		17,186,815		5,883,799

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
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, 2023, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of stockholders’ equity for the three and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of cash flows for the nine-month periods ended September 30, 2023 and 2022, 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 as of and for the year ended December 31, 2022.
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 as of December 31, 2022, primarily consisted of employee retention tax credits for payroll costs incurred in 2020 and research and development tax credits. The Company analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, in accounting for these receivables. As of December 31, 2022, the Company determined that there was no allowance necessary relating to these receivables. As of September 30, 2023, all employee retention tax credits and research and development tax credits had been collected.
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, 2023 or 2022.
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.

Fair Value of the Warrants to Additional Paid in Capital (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair value, Total	$ 9,376,904
Percent of Total Fair Value, Total	100.00%
Amount Allocated, Total	$ 3,999,480
Common Stock [Member]
Fair value, Total	$ 3,999,480
Percent of Total Fair Value, Total	42.70%
Amount Allocated, Total	$ 1,707,778
Series A, B Placement Agent Warrants [Member]
Fair value, Total	$ 5,377,424
Percent of Total Fair Value, Total	57.30%
Amount Allocated, Total	$ 2,291,702

Schedule of Potentially Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	17,186,815	5,883,799
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	1,452,745	883,801
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	15,734,070	4,999,998

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 3,923,852	$ 2,123,114	$ 10,508,395	$ 7,063,626
General and administrative	1,825,822	1,845,248	5,453,643	5,963,067
Operating loss	(5,749,674)	(3,968,362)	(15,962,038)	(13,026,693)
Interest and other income (expense), net	(229,380)	(58,885)	(638,212)	(44,512)
Loss before income taxes	(5,979,054)	(4,027,247)	(16,600,250)	(13,071,205)
Income tax benefit (expense)
Net loss	(5,979,054)	(4,027,247)	(16,600,250)	(13,071,205)
Other comprehensive income (loss):
Change in unrealized loss on short-term investments		3,249		(166)
Comprehensive loss	$ (5,979,054)	$ (4,023,998)	$ (16,600,250)	$ (13,071,371)
Net loss per share of common stock, basic	$ (0.30)	$ (0.36)	$ (1.16)	$ (1.16)
Net loss per share of common stock, diluted	$ (0.30)	$ (0.36)	$ (1.16)	$ (1.16)
Weighted average number of shares used in computing net loss per share of common stock, basic	19,766,654	11,309,412	14,287,942	11,309,412
Weighted average number of shares used in computing net loss per share of common stock, diluted	19,766,654	11,309,412	14,287,942	11,309,412