0001493152-24-043916 | 10-Q | XBRL Viewer

Related Party Note Payable	9 Months Ended
Sep. 30, 2024
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, 2022, was 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 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 to purchase 28,493 shares of the Company’s common stock at a conversion price per pre-funded warrant of $204.00. The closing price of the Company’s common stock on Nasdaq on September 8, 2023, was $138.60 per share. The pre-funded warrants had no expiration date and were exercisable immediately at an exercise price of $0.0024 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. On January 25, 2024, the Company and CTx entered into another note conversion agreement with WFIA, pursuant to which WFIA agreed to convert the remaining principal amount of the note payable of $3.0 million plus all accrued interest, or $3,287,500 by issuing pre-funded warrants to purchase 57,254 shares of the Company’s common stock at a conversion price per pre-funded warrant of $57.42. The closing price of the Company’s common stock on Nasdaq on January 24, 2024, was $52.20 per share. The pre-funded warrants had no expiration date and were exercisable immediately at an exercise price of $0.0012 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. In March of 2024, the Company issued to WFIA an additional pre-funded warrant to purchase 588 shares of common stock as a result of an error in the interest calculation, on the same form and at the same conversion price as the January pre-funded warrants. WFIA exercised all of its pre-funded warrants in April 2024, as described in Note 9. The Company considered ASC 470-60, Troubled Debt Restructurings by Debtors, in accounting for the debt conversions. The difference between the fair value of the pre-funded warrants issued and the carrying value of the debt and accrued interest settled in each transaction was recognized as a capital contribution in the Statement of Stockholders’ Equity based on the related party nature of the counterparty

Related Party Note Payable

9 Months Ended

Sep. 30, 2024

(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, 2022, was 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 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 to purchase 28,493 shares of the Company’s common stock at a conversion price per pre-funded warrant of $204.00. The closing price of the Company’s common stock on Nasdaq on September 8, 2023, was $138.60 per share. The pre-funded warrants had no expiration date and were exercisable immediately at an exercise price of $0.0024 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.

On January 25, 2024, the Company and CTx entered into another note conversion agreement with WFIA, pursuant to which WFIA agreed to convert the remaining principal amount of the note payable of $3.0 million plus all accrued interest, or $3,287,500 by issuing pre-funded warrants to purchase 57,254 shares of the Company’s common stock at a conversion price per pre-funded warrant of $57.42. The closing price of the Company’s common stock on Nasdaq on January 24, 2024, was $52.20 per share. The pre-funded warrants had no expiration date and were exercisable immediately at an exercise price of $0.0012 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. In March of 2024, the Company issued to WFIA an additional pre-funded warrant to purchase 588 shares of common stock as a result of an error in the interest calculation, on the same form and at the same conversion price as the January pre-funded warrants.

WFIA exercised all of its pre-funded warrants in April 2024, as described in Note 9.

The Company considered ASC 470-60, Troubled Debt Restructurings by Debtors, in accounting for the debt conversions. The difference between the fair value of the pre-funded warrants issued and the carrying value of the debt and accrued interest settled in each transaction was recognized as a capital contribution in the Statement of Stockholders’ Equity based on the related party nature of the counterparty

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following at September 30, 2024 and December 31, 2023:

Schedule of Property and Equipment

	Estimated
	Useful Life	September 30,			December 31,
	(in years)	2024			2023
Equipment	2-7	$	4,358,260		$	4,321,816
Furniture and fixtures	7		145,754			145,754
Computer equipment	5		46,994			41,897
Leasehold improvements	5		474,462			471,505
Construction-in-process- equipment	-		176,816			207,976
Property and equipment, gross			5,202,286			5,188,948
Less: accumulated depreciation			(3,135,771	)		(2,642,983	)
Property and equipment, net		$	2,066,515		$	2,545,965

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net loss	$ (9,413,758)	$ (16,600,250)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	492,788	410,593
Stock-based compensation	935,135	658,106
Changes in operating assets and liabilities:
Other receivables	12,375	228,596
Prepaid expenses and other current assets	(789,659)	1,368,658
Operating lease right-of-use assets	196,899	194,125
Trade accounts payable and accrued expenses	(5,542,256)	1,517,952
Current portion of operating lease liability	(132,718)	13,428
Long-term portion of operating lease liability	(130,663)	(263,380)
Net cash used in operating activities	(14,371,857)	(12,472,172)
Investing activities:
Purchase of property and equipment	(13,338)	(37,136)
Net cash used in investing activities	(13,338)	(37,136)
Financing Activities:
Proceeds from the issuance of common stock and pre-funded common stock purchase warrants, net of fees	24,385,615	6,151,288
Proceeds from note payable		3,000,000
Principal payments on finance lease obligations	(12,687)	(11,943)
Net cash provided by financing activities	24,372,928	9,139,345
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	9,987,733	(3,369,963)
Cash and cash equivalents at beginning of year	52,416	5,356,276
Cash and cash equivalents at end of period	10,040,149	1,986,313
Cash payments:
Interest paid	$ 6,160	$ 10,266

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

(13) Subsequent Events

Management evaluated events that occurred subsequent to September 30, 2024, through November 7, 2024, which is the date the interim financial statements were issued.

Subsequent to September 30, 2024, the Company sold 213,522 shares of common stock under the LP Purchase Agreement, for net proceeds of $899,991.

On October 15, 2024, the Company increased the maximum aggregate offering price of the shares of the Company’s common stock issuable under the ATM Agreement from $15.2 million to $19.7 and filed a prospectus supplement for an aggregate of $8.34 million.

Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Research and development	$ 202,741	$ 155,220
Professional fees	91,961	213,922
State franchise taxes	80,000	120,570
Employee compensation		593,022
Interest		290,000
CIP- Equipment		155,800
Insurance		56,088
Other	27,450	66,896
Total accrued expenses	$ 402,152	$ 1,651,518

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

10) Stock-Based Compensation

In September 2021, the Company’s board of directors and stockholders adopted the 2021 Equity Incentive Plan (the 2021 Plan), which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards. No awards may be made under the 2021 Plan on or after September 24, 2031, but the 2021 Plan will continue thereafter while previously granted awards remain outstanding.

At the Company’s June 2024 annual meeting, shareholders approved an amendment to the 2021 Plan to increase the number of shares of common stock authorized for issuance thereunder by 104,167 shares to 125,577. As of September 30, 2024, 34,352 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 $812,691 and $658,105 during the nine months ended September 30, 2024 and 2023, respectively. The Company recorded stock-based compensation expense of $393,786 and $235,251 during the three months ended September 30, 2024 and September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, there was $1,219,737 and $1,278,981, 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-month periods ended September 30, 2024 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, 2024		4,821
Granted		15,994		$	14.15		9.93		-
Exercised		-
Forfeitures or expirations		(628	)
Outstanding at March 31, 2024		20,187
Granted		69,038			13.44		9.95		-
Exercised		-
Forfeitures or expirations		-
Outstanding at June 30, 2024		89,225
Granted		2,000			5.04		10.0		-
Exercised		-
Forfeitures or expirations		-
Outstanding at September 30, 2024		91,225

Vested and expected to vest at September 30, 2024		91,225
Exercisable at September 30, 2024		40,677

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, 2024 were as follows, shown on a weighted average basis:

Schedule of Fair Value Assumption

	September 30,
	2024
Risk-free interest rate		4.26	%
Expected term (in years)		5.45
Expected volatility		1.46
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, 2024 was $5.04 and the grant date fair value of the options granted during the nine months ended September 30, 2024 ranged from $4.00 to $14.00.

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 $5.04 as of September 30, 2024, and $91.80 as of December 31, 2023, based upon the closing price of our common stock on the Nasdaq Capital Market on those dates or the last trading date prior to those dates if those dates were not a trading date.

Fair Value of the Warrants to Additional Paid in Capital (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair value	$ 10,378,126
Percent of Total Fair Value	100.00%
Amount Allocated	$ 7,500,000
Common Stock [Member]
Fair value	$ 2,750,000
Percent of Total Fair Value	26.50%
Amount Allocated	$ 1,987,500
Prefunded Warrants [Member]
Fair value	$ 4,750,000
Percent of Total Fair Value	45.77%
Amount Allocated	$ 3,432,750
Series A, B Placement Agent Warrants [Member]
Fair value	$ 2,878,126
Percent of Total Fair Value	27.73%
Amount Allocated	$ 2,079,750

Contingencies

9 Months Ended

Sep. 30, 2024

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 financial statements. No accruals for loss contingencies were recorded in the consolidated balance sheets as of September 30, 2024 or 2023.

- 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.

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+ Details

Summary of Significant Accounting Policies (Details Narrative)	Sep. 30, 2024 USD ($)
Accounting Policies [Abstract]
Time Deposits, at or Above FDIC Insurance Limit	$ 250,000

Common Stock Purchase Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Common Stock Purchase Warrants

Fair Value of the Warrants to Additional Paid in Capital

			Percent
	Fair		of Total			Amount
	Value		Fair Value			Allocated
Common Stock	$	2,750,000		26.50	%	$	1,987,500
Pre-Funded Warrants		4,750,000		45.77	%		3,432,750
Series A, B and Placement Agent Warrants		2,878,126		27.73	%		2,079,750
Total	$	10,378,126		100.00	%	$	7,500,000

Schedule of Warrants and Rights Outstanding

The following table summarizes the Company’s outstanding common stock purchase warrants as of September 30, 2024 :

					Issuance Date		Issuance Date
	Number of		Exercise		Fair Value		Fair Value
	Warrants		Price		per Warrant		Total
December 2021 Initial Public Offering Warrants		19,965	$	1,440.00	$	1,144.80	$	22,855,932
December 2021 Placement Agent Warrants		868	$	1,800.00	$	1,113.48		966,501
September 2023 Public Offering Series A Warrants		28,855	$	13.56	$	129.84		3,746,533
September 2023 Public Offering Series B Warrants		14,428	$	13.56	$	101.04		1,457,805
September 2023 Placement Agent Warrants		1,443	$	172.80	$	127.56		184,069
February 2024 Public Offering Series A Warrants		135,417	$	24.00	$	14.04		1,901,255
February 2024 Public Offering Series B Warrants		67,708	$	24.00	$	11.88		804,371
February 2024 Placement Agent Warrants		12,500	$	30.00	$	13.80		172,500
June 2024 Series C Warrants		354,167	$	7.020	$	3.24		1,147,501
June 2024 Series D Warrants		177,083	$	7.020	$	2.40		424,999
July 2024 Placement Agent Warrants		21,250	$	8.780	$	2.23		47,388
Balance- September 30, 2024		833,684					$	33,708,854

Nature of the Business and Liquidity

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Nature of the Business and Liquidity

(1) Nature of the Business and Liquidity

Organization

Cingulate Inc. (Cingulate, or the Company), a Delaware corporation, is a biopharmaceutical company focused on the development of products utilizing its drug delivery platform technology that enables the formulation and manufacture of once-daily tablets of multi-dose therapies, with an initial focus on the treatment of Attention Deficit/Hyperactivity Disorder (ADHD). The Company is developing two proprietary, first-line stimulant medications, CTx-1301 (dexmethylphenidate) and CTx-1302 (dextroamphetamine), for the treatment of ADHD intended for all patient segments: children, adolescents, and adults. CTx-1301 and CTx-1302 utilize a flexible core tableting technology with target product profile designed to deliver a rapid onset and last the entire active day with a controlled descent of plasma drug level and have favorable tolerability. The Company is progressing with the remaining clinical requirements for CTx-1301 and is targeting a New Drug Application (NDA) for CTx-1301in mid-2025. In addition, the Company has a third product to treat anxiety, CTx-2103, in a formulation stage.

The consolidated financial statements and notes for the periods ended September 30, 2024 and 2023, represent the full consolidation of Cingulate and its subsidiaries, including Cingulate Therapeutics LLC (CTx) and all references to the Company represent this full consolidation.

Liquidity

The Company has incurred operating 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. On September 30, 2024, the Company had cash and cash equivalents of approximately $10.0 million, and an accumulated deficit of approximately $102.4 million. 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.

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	$ (678,639)	$ (1,255,601)	$ (1,976,891)	$ (3,486,052)
State income tax benefit	(233,562)	(330,642)	(579,614)	(917,994)
Permanent differences	3,233	6,154	9,307	14,457
Change in valuation allowance	1,832,122	2,218,188	3,500,000	5,089,875
Research and development tax credits	(972,372)	(620,630)	(972,372)	(620,630)
Other	49,218	(17,469)	19,570	(79,656)
Total income tax expense

- Definition

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

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-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Related Party Note Payable (Details Narrative) - USD ($)				1 Months Ended
	Feb. 02, 2024	Jan. 25, 2024	Sep. 08, 2023	May 31, 2023	Aug. 31, 2022	Sep. 30, 2024	Mar. 31, 2024	Jan. 24, 2024	Aug. 09, 2023
Proceeds from Issuance of Long-Term Debt				$ 3,000,000.0
Debt Instrument, Face Amount				$ 8,000,000.0
Warrants and Rights Outstanding						$ 33,708,854
Prefunded warrants						833,684
Debt Instrument, Description	The holders 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. Each share of common stock and each pre-funded warrant were sold along with one Series A and 0.5 Series B warrants
Werth Family Investment Associates LLC [Member]
Proceeds from Issuance of Debt					$ 5,000,000.0
Debt Instrument, Interest Rate, Stated Percentage									15.00%
Debt Instrument, Face Amount		$ 3,000,000.0	$ 5,000,000.0
Warrants and Rights Outstanding		$ 3,287,500	$ 5,812,500
Prefunded warrants		57,254	28,493				588
[custom:ClassOfWarrantOrRightFairValuePerWarrants-0]		$ 57.42	$ 204.00
Warrants, excercise price	$ 0.0012		$ 138.60					$ 52.20
Debt Instrument, Description		The pre-funded warrants had no expiration date and were exercisable immediately at an exercise price of $0.0012 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	The pre-funded warrants had no expiration date and were exercisable immediately at an exercise price of $0.0024 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
[custom:WarrantsOrRightsImmediatelyExercisablePerSharesPrice-0]			$ 0.0024

Schedule of Warrants and Rights Outstanding (Details)	Sep. 30, 2024 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Number of warrants \| shares	833,684
Issuance Date Fair Value Total \| $	$ 33,708,854
December 2021 Initial Public Offering Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	19,965
Exercise price	$ 1,440.00
Issuance Date Fair Value Per Warrant	$ 1,144.80
Issuance Date Fair Value Total \| $	$ 22,855,932
December 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	868
Exercise price	$ 1,800.00
Issuance Date Fair Value Per Warrant	$ 1,113.48
Issuance Date Fair Value Total \| $	$ 966,501
September 2023 Public Offering Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	28,855
Exercise price	$ 13.56
Issuance Date Fair Value Per Warrant	$ 129.84
Issuance Date Fair Value Total \| $	$ 3,746,533
September 2023 Public Offering Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	14,428
Exercise price	$ 13.56
Issuance Date Fair Value Per Warrant	$ 101.04
Issuance Date Fair Value Total \| $	$ 1,457,805
September 2023 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	1,443
Exercise price	$ 172.80
Issuance Date Fair Value Per Warrant	$ 127.56
Issuance Date Fair Value Total \| $	$ 184,069
February 2024 Public Offering Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	135,417
Exercise price	$ 24.00
Issuance Date Fair Value Per Warrant	$ 14.04
Issuance Date Fair Value Total \| $	$ 1,901,255
February 2024 Public Offering Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	67,708
Exercise price	$ 24.00
Issuance Date Fair Value Per Warrant	$ 11.88
Issuance Date Fair Value Total \| $	$ 804,371
February 2024 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	12,500
Exercise price	$ 30.00
Issuance Date Fair Value Per Warrant	$ 13.80
Issuance Date Fair Value Total \| $	$ 172,500
June 2024- Series C Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	354,167
Exercise price	$ 7.020
Issuance Date Fair Value Per Warrant	$ 3.24
Issuance Date Fair Value Total \| $	$ 1,147,501
June 2024- Series D Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	177,083
Exercise price	$ 7.020
Issuance Date Fair Value Per Warrant	$ 2.40
Issuance Date Fair Value Total \| $	$ 424,999
July 2024 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants \| shares	21,250
Exercise price	$ 8.780
Issuance Date Fair Value Per Warrant	$ 2.23
Issuance Date Fair Value Total \| $	$ 47,388

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2024

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, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Federal income tax benefit at statutory rate	$	(678,639	)	$	(1,255,601	)	$	(1,976,891	)	$	(3,486,052	)
State income tax benefit		(233,562	)		(330,642	)		(579,614	)		(917,994	)
Permanent differences		3,233			6,154			9,307			14,457
Change in valuation allowance		1,832,122			2,218,188			3,500,000			5,089,875
Research and development tax credits		(972,372	)		(620,630	)		(972,372	)		(620,630	)
Other		49,218			(17,469	)		19,570			(79,656	)
Total income tax expense	$	-		$	-		$	-		$	-

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

(4) Property and Equipment

Property and equipment, net consisted of the following at September 30, 2024 and December 31, 2023:

Schedule of Property and Equipment

	Estimated
	Useful Life	September 30,			December 31,
	(in years)	2024			2023
Equipment	2-7	$	4,358,260		$	4,321,816
Furniture and fixtures	7		145,754			145,754
Computer equipment	5		46,994			41,897
Leasehold improvements	5		474,462			471,505
Construction-in-process- equipment	-		176,816			207,976
Property and equipment, gross			5,202,286			5,188,948
Less: accumulated depreciation			(3,135,771	)		(2,642,983	)
Property and equipment, net		$	2,066,515		$	2,545,965

Depreciation expense was $492,788 and $410,593, respectively, for the nine-month periods ended September 30, 2024 and 2023. Depreciation expense was $165,406 and $154,663, respectively, for the three-month periods ended September 30, 2024 and 2023.

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets
Research and development	$ 1,088,696	$ 183,452
Insurance	128,941	31,302
Active pharmaceutical ingredients	29,025	97,324
Dues and subscriptions	20,092
Deferred capital raise costs	13,763	178,780
Other	20,698	20,698
Total prepaid expenses and other current assets	$ 1,301,215	$ 511,556

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
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 sheets as of September 30, 2024 and December 31, 2023, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2024 and 2023, the consolidated statement of stockholders’ equity for the three and nine-month periods ended September 30, 2024 and 2023, the consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2023, 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 2023 audited consolidated financial statements and the notes thereto.
Concentration of Credit Risk	(c) Concentration of Credit Risk The Company maintains cash equivalent deposits, which at various times throughout the fiscal year exceeded the amounts insured by the Federal Deposit Insurance Corporation limit of $250,000 (without regard to reconciling items). Management monitors the soundness of these financial institutions and does not believe the Company is subject to any material credit risk relative to the uninsured portion of the deposits.
Impairment of Long-lived Assets	(d) 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 nine-month periods ended September 30, 2024 or 2023.
Stock-Based Compensation	(e) Stock-Based Compensation The Company measures employee and director stock-based compensation expense for all stock-based awards based on their grant date fair value using the Black-Scholes option-pricing model. For stock-based awards with service conditions, stock-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recognized as they occur. See additional information in Note 10.

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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	3,044,165	97,293
Common stock, shares outstanding	3,044,165	97,293
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 1,428,504	$ 3,923,852	$ 5,116,582	$ 10,508,395
General and administrative	1,853,583	1,825,822	4,319,902	5,453,643
Operating loss	(3,282,087)	(5,749,674)	(9,436,484)	(15,962,038)
Interest and other income (expense), net	50,483	(229,380)	22,726	(638,212)
Loss before income taxes	(3,231,604)	(5,979,054)	(9,413,758)	(16,600,250)
Income tax benefit (expense)
Net loss and comprehensive loss	$ (3,231,604)	$ (5,979,054)	$ (9,413,758)	$ (16,600,250)
Net loss per share of common stock, basic	$ (1.83)	$ (72.60)	$ (10.06)	$ (278.84)
Net loss per share of common stock, diluted	$ (1.83)	$ (72.60)	$ (10.06)	$ (278.84)
Weighted average number of shares used in computing net loss per share of common stock, basic	1,766,362	82,361	936,118	59,533
Weighted average number of shares used in computing net loss per share of common stock, diluted	1,766,362	82,361	936,118	59,533

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,202,286	$ 5,188,948
Less: accumulated depreciation	(3,135,771)	(2,642,983)
Property and equipment, net	2,066,515	2,545,965
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,358,260	4,321,816
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	2 years
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 145,754	145,754
Property, Plant and Equipment, Useful Life	7 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 46,994	41,897
Property, Plant and Equipment, Useful Life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 474,462	471,505
Property, Plant and Equipment, Useful Life	5 years
Construction-In-Progress-Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 176,816	$ 207,976

Securities Issuances (Details Narrative) - USD ($)								1 Months Ended		3 Months Ended			9 Months Ended
Securities Issuances (Details Narrative) - USD ($)	Sep. 03, 2024	Sep. 02, 2024	Aug. 19, 2024	Aug. 18, 2024	Mar. 18, 2024	Mar. 17, 2024	Feb. 02, 2024	Apr. 24, 2023	Jan. 31, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 28, 2024
Proceeds from Issuance of Common Stock													$ 24,385,615	$ 6,151,288
Stock Issued During Period, Value, New Issues												$ 6,432,892
Class of Warrant or Right, Outstanding										833,684			833,684
Debt Instrument, Description							The holders 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. Each share of common stock and each pre-funded warrant were sold along with one Series A and 0.5 Series B warrants
Proceeds from Issuance Initial Public Offering							$ 7,500,000
Payments for Other Fees							$ 750,950
Series A and Series B Warrants [Member]
Share Price							$ 24.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							114,583
Series A Warrants [Member]
Class of Warrant or Right, Outstanding							28,855
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							312,500
Series B Warrants [Member]
Class of Warrant or Right, Outstanding							14,428
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							156,250
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 24.00
Prefunded Warrants [Member]
Class of Warrant or Right, Outstanding							197,917
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 24.00
Prefunded Warrants [Member] \| Series A and Series B Warrants [Member]
Class of Warrant or Right, Outstanding							197,917
Share Price							$ 23.988
Class of Warrant or Right, Exercise Price of Warrants or Rights							0.0012
June 2024 Warrant Inducement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights															265,625
Proceeds from Issuance of Private Placement													$ 1,600,000
Payments of Stock Issuance Costs													2,000,000.0
Proceeds from Issuance or Sale of Equity													$ 1,600,000
February 2024 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 7.02
Common Class C [Member]
Class of Warrant or Right, Outstanding															354,167
Series D Common Stock [Member
Class of Warrant or Right, Outstanding															177,083
Common Stock [Member]
Stock Issued During Period, Value, New Issues	$ 15,200,000	$ 11,330,000	$ 11,330,000	$ 8,470,000	$ 8,470,000	$ 4,970,000						30
[custom:IncreaseInAggregateValue]	$ 3,870,000		$ 2,860,000		$ 3,500,000
Share Price							$ 13.56
ATM Agreement [Member] \| Common Stock [Member]
Proceeds from Issuance of Common Stock										$ 5,804,393	$ 354,259	$ 3,115,284
Sale of Stock, Number of Shares Issued in Transaction										902,300	31,858	23,650
ATM Agreement [Member] \| H.C. Wain Wright and Co LLC [Member]
Sale of Stock, Percentage of Ownership before Transaction									3.00%
ATM Agreement [Member] \| H.C. Wain Wright and Co LLC [Member] \| Maximum [Member]
Proceeds from Issuance of Common Stock									$ 4,970,000
Purchase Agreement [Member] \| Common Stock [Member]
Proceeds from Issuance of Common Stock										$ 6,081,814		$ 755,703
Sale of Stock, Number of Shares Issued in Transaction										1,092,337		89,420
Sale of Stock, Consideration Received Per Transaction								$ 2,685,417
Purchase Agreement [Member] \| Maximum [Member]
Proceeds from Issuance of Common Stock								$ 12,000,000

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 06, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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		3,212,233
Entity Listing, Par Value Per Share	$ 0.0001
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

9 Months Ended

Sep. 30, 2024

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, 2024 and 2023 or the nine-month periods ended September 30, 2024 and 2023, 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, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Federal income tax benefit at statutory rate	$	(678,639	)	$	(1,255,601	)	$	(1,976,891	)	$	(3,486,052	)
State income tax benefit		(233,562	)		(330,642	)		(579,614	)		(917,994	)
Permanent differences		3,233			6,154			9,307			14,457
Change in valuation allowance		1,832,122			2,218,188			3,500,000			5,089,875
Research and development tax credits		(972,372	)		(620,630	)		(972,372	)		(620,630	)
Other		49,218			(17,469	)		19,570			(79,656	)
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 $16,121,058 as of September 30, 2024 and $12,631,033 at December 31, 2023, the current year portion which was recorded as a component of income tax expense on the accompanying consolidated statements of operations and other comprehensive loss.

The Company files income tax returns in the U.S. federal and various state jurisdictions. The Companies are not subject to U.S. federal and state income tax examinations by tax authorities for years before 2018.

The Company follows the provisions of FASB ASC 740, Income Taxes, to evaluate uncertain tax positions. This topic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has not identified any material uncertain tax positions requiring recognition in the consolidated financial statements as of September 30, 2024 or December 31, 2023.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12B
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

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-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

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-Topic 740
-SubTopic 30
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

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, 2024 and December 31, 2023, of which 3,044,165 and 97,293 shares of common stock were issued and outstanding, 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.

Reverse Stock Splits

On November 30, 2023, the Company completed a one-for-twenty reverse stock split (2023 Reverse Stock Split), which reduced the number of shares of the Company’s common stock that were issued and outstanding immediately prior to the effectiveness of the 2023 Reverse Stock Split. The number of shares of the Company’s authorized common stock was not affected by the 2023 Reverse Stock Split and the par value of the Company’s common stock remained unchanged at $0.0001 per share. No fractional shares were issued in connection with the 2023 Reverse Stock Split.

On August 9, 2024, the Company completed a one-for-twelve reverse stock split (2024 Reverse Stock Split), which reduced the number of shares of the Company’s common stock that were issued and outstanding immediately prior to the effectiveness of the 2024 Reverse Stock Split. The number of shares of the Company’s authorized common stock was not affected by the 2024 Reverse Stock Split and the par value of the Company’s common stock remained unchanged at $0.0001 per share. No fractional shares were issued in connection with the 2024 Reverse Stock Split.

Except where disclosed, all amounts related to number of shares and per share amounts have been retrospectively restated in these financial statements to reflect the 2023 Reverse Stock Split and the 2024 Reverse Stock Split.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expenses And Other Current Assets

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023
Research and development	$	1,088,696	$	183,452
Insurance		128,941		31,302
Active pharmaceutical ingredients		29,025		97,324
Dues and subscriptions		20,092		-
Deferred capital raise costs		13,763		178,780
Other		20,698		20,698
	$	1,301,215	$	511,556

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (3,231,604)	$ (3,209,677)	$ (2,972,477)	$ (5,979,054)	$ (6,616,309)	$ (4,004,887)	$ (9,413,758)	$ (16,600,250)

- Definition

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

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+ Details

Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 16,121,058	$ 12,631,033

Stockholders’ Equity (Details Narrative) - $ / shares	Aug. 09, 2024	Nov. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock shares authorized			240,000,000	240,000,000
Common stock par value	$ 0.0001	$ 0.0001	$ 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			3,044,165	97,293
Common stock, shares outstanding			3,044,165	97,293
Stockholders' Equity, Reverse Stock Split	one-for-twelve reverse stock split	one-for-twenty

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 165,406	$ 154,663	$ 492,788	$ 410,593

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 10,040,149	$ 52,416
Other receivables	2,247	14,622
Prepaid expenses and other current assets	1,301,215	511,556
Total current assets	11,343,611	578,594
Property and equipment, net	2,066,515	2,545,965
Operating lease right-of-use assets	169,978	366,877
Total assets	13,580,104	3,491,436
Current liabilities:
Accounts payable	906,215	5,199,106
Accrued expenses	402,152	1,651,518
Note payable		3,000,000
Finance lease liability, current	8,806	17,057
Operating lease liability, current	225,368	358,085
Total current liabilities	1,542,541	10,225,766
Long-term liabilities:
Finance lease liability, net of current		4,436
Operating lease liability, net of current		130,663
Total long-term liabilities		135,099
Total liabilities	1,542,541	10,360,865
Stockholders’ Equity
Common Stock, $0.0001 par value; 240,000,000 shares authorized and 3,044,165 and 97,293 shares issued and outstanding as of September 30, 2024 and December 31, 2023	305	10
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023
Additional Paid-in-Capital	114,394,459	86,074,004
Accumulated deficit	(102,357,201)	(92,943,443)
Total stockholders’ equity	12,037,563	(6,869,429)
Total liabilities and stockholders’ equity	$ 13,580,104	$ 3,491,436

Common Stock Purchase Warrants (Details Narrative)			9 Months Ended
Common Stock Purchase Warrants (Details Narrative)	Feb. 05, 2024	Feb. 02, 2024 $ / shares shares	Sep. 30, 2024 shares
Warrants term			5 years 5 months 12 days
Prefunded warrants			833,684
Series A Warrants [Member]
Prefunded warrants		312,500
Warrants term	5 years	5 years
Prefunded warrants		28,855
Series B Warrants [Member]
Prefunded warrants		156,250
Warrants, excercise price \| $ / shares		$ 24.00
Warrants term	2 years	2 years
Prefunded warrants		14,428
Prefunded Warrants [Member]
Warrants, excercise price \| $ / shares		$ 24.00
Prefunded warrants		197,917
Placement Agent Warrants [Member]
Warrants, excercise price \| $ / shares		$ 30.00
Warrants term		5 years
Prefunded warrants		12,500
Prefunded Warrants [Member]
Prefunded warrants		312,500
Warrant [Member] \| Series A Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input		4.0
Warrant [Member] \| Series A Warrants [Member] \| Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input		0.0156
Warrant [Member] \| Series B Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input		5.0
Warrant [Member] \| Series B Warrants [Member] \| Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input		0.0183

Summary of Option Activity (Details) - 2021 [Equity Incentive Plan Plan Member] - $ / shares	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Common stock options, outstanding at beginning balance	89,225	20,187	4,821
Number of Shares, Granted	2,000	69,038	15,994
Weighted Average Exercise Price, Granted	$ 5.04	$ 13.44	$ 14.15
Weighted Average Remaining Contractual Term, Grants	10 years	9 years 11 months 12 days	9 years 11 months 4 days
Number of Shares, Exercised
Number of Shares, Forfeitures or expirations			(628)
Number of Shares Common stock options, outstanding at ending balance	91,225	89,225	20,187
Shares, Vested and expected to vest	91,225
Shares, Exercisable	40,677

Subsequent Events (Details Narrative) - USD ($)										3 Months Ended			9 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Oct. 15, 2024	Oct. 14, 2024	Oct. 01, 2024	Sep. 03, 2024	Sep. 02, 2024	Aug. 19, 2024	Aug. 18, 2024	Mar. 18, 2024	Mar. 17, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock													$ 24,385,615	$ 6,151,288
Stock Issued During Period, Value, New Issues												$ 6,432,892
Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues				$ 15,200,000	$ 11,330,000	$ 11,330,000	$ 8,470,000	$ 8,470,000	$ 4,970,000			$ 30
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues	$ 19,700,000	$ 15,200,000
Common Stock [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Sale of Stock, Number of Shares Issued in Transaction										1,092,337		89,420
Proceeds from Issuance of Common Stock										$ 6,081,814		$ 755,703
Common Stock [Member] \| Purchase Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of Stock, Number of Shares Issued in Transaction			213,522
Proceeds from Issuance of Common Stock	$ 8,340,000
Common Stock [Member] \| ATM Agreement [Member]
Subsequent Event [Line Items]
Sale of Stock, Number of Shares Issued in Transaction										902,300	31,858	23,650
Proceeds from Issuance of Common Stock										$ 5,804,393	$ 354,259	$ 3,115,284
Common Stock [Member] \| ATM Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock			$ 899,991

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

(5) Accrued Expenses

Accrued expenses consisted of the following at September 30, 2024 and December 31, 2023:

Schedule of Accrued Expenses

	September 30,		December 31,
	2024		2023
Research and development	$	202,741	$	155,220
Professional fees		91,961		213,922
State franchise taxes		80,000		120,570
Employee compensation		-		593,022
Interest		-		290,000
CIP- Equipment		-		155,800
Insurance		-		56,088
Other		27,450		66,896
Total accrued expenses	$	402,152	$	1,651,518

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Option Activity

A summary of option activity under the Plan during the three and nine-month periods ended September 30, 2024 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, 2024		4,821
Granted		15,994		$	14.15		9.93		-
Exercised		-
Forfeitures or expirations		(628	)
Outstanding at March 31, 2024		20,187
Granted		69,038			13.44		9.95		-
Exercised		-
Forfeitures or expirations		-
Outstanding at June 30, 2024		89,225
Granted		2,000			5.04		10.0		-
Exercised		-
Forfeitures or expirations		-
Outstanding at September 30, 2024		91,225

Vested and expected to vest at September 30, 2024		91,225
Exercisable at September 30, 2024		40,677

Schedule of Fair Value Assumption

	September 30,
	2024
Risk-free interest rate		4.26	%
Expected term (in years)		5.45
Expected volatility		1.46
Expected dividend yield		0	%

Schedule of Fair Value Assumption (Details)	9 Months Ended
Schedule of Fair Value Assumption (Details)	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4.26%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	5 years 5 months 12 days
Expected volatility	1.46%
Expected dividend yield	0.00%

Stock-Based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	May 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized	240,000,000		240,000,000		240,000,000
Share based compensation			$ 935,135	$ 658,106
Grant date fair value	$ 5.04				$ 91.80
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date fair value			$ 4.00
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date fair value			$ 14.00
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, 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
Share based compensation	$ 393,786	$ 235,251	$ 812,691	$ 658,105
Unrecognized share based costs	$ 1,219,737		$ 1,219,737		$ 1,278,981
2021 Equity Incentive Plan [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized	125,577		125,577			104,167
Common stock available for future issuance	34,352		34,352

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following at September 30, 2024 and December 31, 2023:

Schedule of Accrued Expenses

	September 30,		December 31,
	2024		2023
Research and development	$	202,741	$	155,220
Professional fees		91,961		213,922
State franchise taxes		80,000		120,570
Employee compensation		-		593,022
Interest		-		290,000
CIP- Equipment		-		155,800
Insurance		-		56,088
Other		27,450		66,896
Total accrued expenses	$	402,152	$	1,651,518

Common Stock Purchase Warrants

9 Months Ended

Sep. 30, 2024

Common Stock Purchase Warrants

Common Stock Purchase Warrants

(11) Common Stock Purchase Warrants

For the 312,500 shares of common stock and pre-funded warrants issued in the February 2024 Offering, the Company issued Series A warrants to purchase up to 312,500 shares of common stock and Series B warrants to purchase up to 156,250 shares of common stock. The Series A and Series B warrants have an exercise price of $24.00 per share and became 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 of February 5, 2024.

The Company evaluated the pre-funded warrants and the Series A and B 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 197,917 shares of common stock based on their issuance date fair value of $24.00. As of September 30, 2024, all of the pre-funded warrants had been exercised.

In connection with the February 2024 Offering, the Company issued placement agent warrants to purchase up to 12,500 shares of common stock. The placement agent warrants have an exercise price of $30.00 per share. These warrants have a five-year term ending February 2, 2029.

The Series A, Series B and placement agent warrants issued in the February 2024 Offering were valued using a Black-Scholes model with a risk-free rate of 4.0%-5.0%, the respective terms of five and two years, and a volatility of 1.56-1.83. 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.

			Percent
	Fair		of Total			Amount
	Value		Fair Value			Allocated
Common Stock	$	2,750,000		26.50	%	$	1,987,500
Pre-Funded Warrants		4,750,000		45.77	%		3,432,750
Series A, B and Placement Agent Warrants		2,878,126		27.73	%		2,079,750
Total	$	10,378,126		100.00	%	$	7,500,000

Certain of the Series A and Series B warrants issued in connection with the February 2024 Offering were exercised as part of the June 2024 Warrant Inducement as described in Note 9. In addition, Series C and Series D warrants were issued as part of the June 2024 Warrant Inducement. The June 2024 Warrant Inducement closed on July 1, 2024, on which date the shares relating to the exercise of the Series A and B warrants and the Series C and D warrants were settled. The Company evaluated the Series C and D warrants for liability or equity classification in accordance with the provisions of ASC Topic 480, and ASC Topic 815, and determined that equity treatment was appropriate.

The following table summarizes the Company’s outstanding common stock purchase warrants as of September 30, 2024 :

					Issuance Date		Issuance Date
	Number of		Exercise		Fair Value		Fair Value
	Warrants		Price		per Warrant		Total
December 2021 Initial Public Offering Warrants		19,965	$	1,440.00	$	1,144.80	$	22,855,932
December 2021 Placement Agent Warrants		868	$	1,800.00	$	1,113.48		966,501
September 2023 Public Offering Series A Warrants		28,855	$	13.56	$	129.84		3,746,533
September 2023 Public Offering Series B Warrants		14,428	$	13.56	$	101.04		1,457,805
September 2023 Placement Agent Warrants		1,443	$	172.80	$	127.56		184,069
February 2024 Public Offering Series A Warrants		135,417	$	24.00	$	14.04		1,901,255
February 2024 Public Offering Series B Warrants		67,708	$	24.00	$	11.88		804,371
February 2024 Placement Agent Warrants		12,500	$	30.00	$	13.80		172,500
June 2024 Series C Warrants		354,167	$	7.020	$	3.24		1,147,501
June 2024 Series D Warrants		177,083	$	7.020	$	2.40		424,999
July 2024 Placement Agent Warrants		21,250	$	8.780	$	2.23		47,388
Balance- September 30, 2024		833,684					$	33,708,854

The Company has accounted for these warrants as equity-classified instruments under ASC Subtopic 815-40, as they are indexed to the Company’s common stock, and they meet all other conditions for equity classification. The gross proceeds of the February 2024 Offering was allocated to the common stock and common stock purchase warrants using the relative fair value method shown as follows. Fair value of the warrants was recorded to Additional Paid-in-Capital on the Company’s balance sheet.

Nature of the Business and Liquidity (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 10,040,149	$ 52,416
Accumulated deficit	$ 102,357,201	$ 92,943,443

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 5	$ 73,290,513	$ (69,408,496)	$ 3,882,022
Balance, shares at Dec. 31, 2022	47,123
Unrealized losses on available for sale investments
Stock-based compensation expense		204,479		204,479
Net loss			(4,004,887)	(4,004,887)
Balance at Mar. 31, 2023	$ 5	73,494,992	(73,413,383)	81,614
Balance, shares at Mar. 31, 2023	47,123
Balance at Dec. 31, 2022	$ 5	73,290,513	(69,408,496)	3,882,022
Balance, shares at Dec. 31, 2022	47,123
Net loss				(16,600,250)
Balance at Sep. 30, 2023	$ 8	85,912,404	(86,008,746)	(96,334)
Balance, shares at Sep. 30, 2023	72,412
Balance at Mar. 31, 2023	$ 5	73,494,992	(73,413,383)	81,614
Balance, shares at Mar. 31, 2023	47,123
Stock-based compensation expense		217,376		217,376
Net loss			(6,616,309)	(6,616,309)
Unrealized losses on available for sale investments		218,798		218,798
Unrealized losses on available for sale investments, shares	3,114
Balance at Jun. 30, 2023	$ 5	73,931,166	(80,029,692)	(6,098,521)
Balance, shares at Jun. 30, 2023	50,237
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	$ 1	1,621,938		1,621,939
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares	7,412
Issuance of common stock in connection with private placement with WFIA	$ 1	999,999		1,000,000
Issuance of common stock in connection with private placement with WFIA, shares	7,596
Issuance of common stock and pre-funded warrants sold for cash in public offering, net of fees	$ 1	3,310,550		3,310,551
Issuance of common stock and pre-funded warrants sold for cash in public offering, net of fees, shares	7,167
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	$ 8	85,912,404	(86,008,746)	(96,334)
Balance, shares at Sep. 30, 2023	72,412
Balance at Dec. 31, 2023	$ 10	86,074,004	(92,943,443)	(6,869,429)
Balance, shares at Dec. 31, 2023	97,293
Stock-based compensation expense		164,575		164,575
Net loss			(2,972,477)	(2,972,477)
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees	$ 2	3,115,282		3,115,284
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares	23,650
Issuance of pre-funded warrants in connection with the conversion of related party note payable		2,734,739		2,734,739
Capital contribution in connection with conversion of related party note payable		586,511		586,511
Issuance of common stock in public offering, net of fees	$ 30	6,432,862		6,432,892
Issuance of common stock in public offering, net of fees, shares	296,000
Issuance of restricted common stock		24,024		24,024
Issuance of restricted common stock, shares	596
Balance at Mar. 31, 2024	$ 42	99,131,997	(95,915,920)	3,216,119
Balance, shares at Mar. 31, 2024	417,539
Balance at Dec. 31, 2023	$ 10	86,074,004	(92,943,443)	(6,869,429)
Balance, shares at Dec. 31, 2023	97,293
Net loss				(9,413,758)
Balance at Sep. 30, 2024	$ 305	114,394,459	(102,357,201)	12,037,563
Balance, shares at Sep. 30, 2024	3,044,165
Balance at Mar. 31, 2024	$ 42	99,131,997	(95,915,920)	3,216,119
Balance, shares at Mar. 31, 2024	417,539
Stock-based compensation expense		254,331		254,331
Net loss			(3,209,677)	(3,209,677)
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees	$ 12	1,109,990		1,110,002
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares	121,279
Issuance of restricted common stock	$ 1	98,433		98,434
Issuance of restricted common stock, shares	11,652
Issuance of common stock upon exercise of pre-funded warrants	$ 9	(9)
Issuance of common stock upon exercise of pre-funded warrants, shares	86,334
Warrant inducement	$ 14	1,614,549		1,614,563
Warrant inducement, shares	143,958
Balance at Jun. 30, 2024	$ 78	102,209,291	(99,125,597)	3,083,772
Balance, shares at Jun. 30, 2024	780,762
Stock-based compensation expense		393,771		393,771
Net loss			(3,231,604)	(3,231,604)
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees	$ 212	11,791,412		11,791,624
Issuance of common stock in connection with At the Market Offering and Purchase Agreement, net of fees, shares	2,116,303
Issuance of common stock upon exercise of pre-funded warrants	$ 2	(2)
Issuance of common stock upon exercise of pre-funded warrants, shares	16,498
Share adjustment due to fractional rounding of August 2024 reverse split	$ 13	(13)
Share adjustment due to fractional rounding of August 2024 reverse split, shares	130,602
Balance at Sep. 30, 2024	$ 305	$ 114,394,459	$ (102,357,201)	$ 12,037,563
Balance, shares at Sep. 30, 2024	3,044,165

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

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 sheets as of September 30, 2024 and December 31, 2023, the consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2024 and 2023, the consolidated statement of stockholders’ equity for the three and nine-month periods ended September 30, 2024 and 2023, the consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2023, 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 2023 audited consolidated financial statements and the notes thereto.

(c) Concentration of Credit Risk

The Company maintains cash equivalent deposits, which at various times throughout the fiscal year exceeded the amounts insured by the Federal Deposit Insurance Corporation limit of $250,000 (without regard to reconciling items). Management monitors the soundness of these financial institutions and does not believe the Company is subject to any material credit risk relative to the uninsured portion of the deposits.

(d) 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 nine-month periods ended September 30, 2024 or 2023.

(e) Stock-Based Compensation

The Company measures employee and director stock-based compensation expense for all stock-based awards based on their grant date fair value using the Black-Scholes option-pricing model. For stock-based awards with service conditions, stock-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recognized as they occur. See additional information in Note 10.

Securities Issuances

9 Months Ended

Sep. 30, 2024

Securities Issuances

Securities Issuances

(9) Securities Issuances

At the Market Offering

In January 2023, the Company entered into the At-the-Market Agreement (ATM Agreement) with H.C. Wainwright & Co., LLC (HCW) pursuant to which the Company could 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 acts as sales agent and is paid a 3% commission on each sale under the ATM Agreement. The Company’s common stock is sold at prevailing market prices at the time of the sale, and, as a result, prices will vary.

On March 18, 2024, the Company increased the maximum aggregate offering price of the shares of the Company’s common stock issuable under the ATM Agreement from $4.97 million to $8.47 million and filed a prospectus supplement for an aggregate of $3.5 million. In connection with the filing of the prospectus supplement, on March 17, 2024, the Company received a waiver from the purchaser in the February 2024 Offering (as defined below) under the securities purchase agreement, dated February 2, 2024, by and between the Company and such purchaser. In consideration of the waiver set forth therein, the Company agreed to lower the exercise price of the Series A Warrants to purchase up to an aggregate of 28,855 shares of common stock and Series B Warrants to purchase up to an aggregate of 14,428 shares of common stock to $13.56, which warrants were previously issued by the Company to such purchaser on September 13, 2023 and to extend the exercise term of the Series A Warrants to March 17, 2029 and the term of the Series B Warrants to March 17, 2026. The modifications to the warrants had no impact on the consolidated financial statements.

On August 19, 2024, the Company increased the maximum aggregate offering price of the shares of the Company’s common stock issuable under the ATM Agreement from $8.47 million to $11.33 million and filed a prospectus supplement for an aggregate of $2.86 million.

On September 3, 2024, the Company increased the maximum aggregate offering price of the shares of the Company’s common stock issuable under the ATM Agreement from $11.33 million to $15.2 million and filed a prospectus supplement for an aggregate of $3.87 million.

During the three months ended March 31, 2024, the Company sold 23,650 shares of common stock under the ATM Agreement, for net proceeds of $3,115,284. During the three months ended June 30, 2024, the Company sold 31,858 shares of common stock under the ATM Agreement, for net proceeds of $354,259. During the three months ended September 30, 2024, the Company sold 902,300 shares of common stock under the ATM Agreement, for net proceeds of $5,804,393.

Purchase Agreement with Lincoln Park

On April 24, 2023, the Company entered into a purchase agreement (the LP Purchase Agreement) and a registration rights agreement (the 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 registration statements to register for resale under the Securities Act 2,685,417 shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement.

During the three months ended March 31, 2024, the Company sold 89,420 shares of common stock under the LP Purchase Agreement, for net proceeds of $755,703. No shares of common stock were sold under the LP Purchase Agreement during the three months ended June 30, 2024. During the three months ended September 30, 2024, the Company sold 1,092,337 shares of common stock under the LP Purchase Agreement, for net proceeds of $6,081,814.

Public Offering

On February 2, 2024, the Company completed a public offering (the February 2024 Offering) pursuant to which the Company issued 114,583 shares of its common stock and accompanying Series A and Series B warrants at a combined price of $24.00 per share, and pre-funded warrants to purchase up to an aggregate of 197,917 shares of its common stock and accompanying Series A and Series B warrants at a combined purchase price of $23.988 per pre-funded warrant, which represents the public offering price for the common stock less the $0.0012 per share exercise price per share for each pre-funded warrant. The pre-funded warrants were exercisable at any time after the date of issuance and have no expiration date. The holders 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. Each share of common stock and each pre-funded warrant were sold along with one Series A and 0.5 Series B warrants. The February 2024 Offering resulted in gross proceeds to the Company of $7.5 million before deducting $750,950 of placement agent fees and other offering expenses. As of September 30, 2024, all of the pre-funded warrants had been exercised.

Warrant Inducement

On June 28, 2024, the Company entered into an inducement offer letter agreement (the June 2024 Warrant Inducement), in which certain holders (Holders) of certain of its existing warrants to purchase 265,625 shares of the Company’s common stock issued to the Holders in connection with the February 2024 Offering (the February 2024 Warrants) agreed to exercise for cash their February 2024 Warrants at a reduced exercise price of $7.02 per share. In consideration for the exercise of the February 2024 Warrants, the Holders received, in addition to the reduced exercise price, new Series C common stock purchase warrants to purchase an aggregate of 354,167 shares of the Company’s common stock and new Series D common stock purchase warrants to purchase an aggregate of 177,083 shares of the Company’s common stock. The June 2024 Warrant Inducement is considered a modification of the existing warrants under ASC Subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity. This modification is consistent with the equity issuance classification under ASC Subtopic 815-40 as the reason for the modification was to induce the holders of the existing warrants to exercise their warrants, which raised equity capital and generated net proceeds to the Company of approximately $1.6 million, after deducting the placement agent fees and other offering expenses payable by the Company. The modified warrants were classified as equity instruments before and after the modification, and the modification is directly attributable to an equity offering. The Company recognized the effect of modification of approximately $2.0 million as an equity issuance cost and accounting effect of the inducement is recognized in the Statement of Stockholders’ Equity. The Company received net proceeds of $1.6 million on the closing of the June 2024 Warrant Inducement, which occurred on July 1, 2024.

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

Prepaid Expenses And Other Current Assets

Prepaid Expenses and Other Current Assets

(3) Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023
Research and development	$	1,088,696	$	183,452
Insurance		128,941		31,302
Active pharmaceutical ingredients		29,025		97,324
Dues and subscriptions		20,092		-
Deferred capital raise costs		13,763		178,780
Other		20,698		20,698
	$	1,301,215	$	511,556