Dilution profile // every instrument, one screen, from SEC filings

Cingulate Inc. (CING)

CIK 1862150 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$255M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 20% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-15% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~18 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2022-03-212026-05-12

Latest: 13.3M shares as of May 12, 2026 (10-Q). Share count fell from 6.0M to 950,506 between May 3, 2024 and Aug 13, 2024, a pattern consistent with a reverse split (roughly 1-for-6); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
February Two Thousand Twenty Six Private Placement Warrants1.9M$5.04FV $7.0M
June Two Thousand Twenty Four Series C Warrants354,167$7.02FV $1.1M
June Two Thousand Twenty Four Series D Warrants177,083$7.02FV $424,999
February Two Thousand Twenty Four Public Offering Series A Warrants135,417$24FV $1.9M
September Two Thousand Twenty Three Public Offering Series A Warrants28,855$13.56FV $3.7M
July Two Thousand Twenty Four Placement Agent Warrants21,250$8.78FV $47,388
December Two Thousand Twenty One Initial Public Offering Warrants19,965$1440FV $22.9M
February Two Thousand Twenty Four Placement Agent Warrants12,500$30FV $172,500
September Two Thousand Twenty Three Placement Agent Warrants1,443$172.8FV $184,069
December Two Thousand Twenty One Placement Agent Warrants868$1800FV $966,501

Tranches exactly as the company dimensioned them in its 10-Q filed May 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 2.6M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $0.0001 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $38.4M as of Mar 31, 2026.

Rough fully diluted estimate: 15.9M = 13.3M O/S + 2.6M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding13.3MMay 12, 2026
+ February Two Thousand Twenty Six Private Placement Warrants (if exercised)1.9MMar 31, 2026
+ June Two Thousand Twenty Four Series C Warrants (if exercised)354,167Mar 31, 2026
+ June Two Thousand Twenty Four Series D Warrants (if exercised)177,083Mar 31, 2026
+ February Two Thousand Twenty Four Public Offering Series A Warrants (if exercised)135,417Mar 31, 2026
+ September Two Thousand Twenty Three Public Offering Series A Warrants (if exercised)28,855Mar 31, 2026
+ July Two Thousand Twenty Four Placement Agent Warrants (if exercised)21,250Mar 31, 2026
+ December Two Thousand Twenty One Initial Public Offering Warrants (if exercised)19,965Mar 31, 2026
+ February Two Thousand Twenty Four Placement Agent Warrants (if exercised)12,500Mar 31, 2026
+ September Two Thousand Twenty Three Placement Agent Warrants (if exercised)1,443Mar 31, 2026
+ December Two Thousand Twenty One Placement Agent Warrants (if exercised)868Mar 31, 2026
Fully diluted estimate15.9M+19.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $255.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Apr 14, 2026$23.8M registeredfiling →
S-3Mar 20, 2026$31.5M registeredfiling →
S-3Jan 12, 2026$200.0M registeredfiling →

Last 12 months: 6 executed · 4 registered.

UPDATEApr 28, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEApr 24, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDApr 14, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEMar 27, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMar 26, 2026SEC declared a registration effective — selling can beginEFFECT
UPDATEMar 24, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMar 24, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMar 23, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDMar 20, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDFeb 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 6, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 28, 2026Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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