0001493152-23-032275.txt : 20230911
0001493152-23-032275.hdr.sgml : 20230911
20230911170007
ACCESSION NUMBER: 0001493152-23-032275
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230908
FILED AS OF DATE: 20230911
DATE AS OF CHANGE: 20230911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Werth Peter J.
CENTRAL INDEX KEY: 0001883257
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40874
FILM NUMBER: 231248353
MAIL ADDRESS:
STREET 1: C/O CINGULATE INC.
STREET 2: 1901 W. 47TH PLACE
CITY: KANSAS CITY
STATE: KS
ZIP: 66205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Werth Family Investment Associates LLC
CENTRAL INDEX KEY: 0001885004
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40874
FILM NUMBER: 231248352
BUSINESS ADDRESS:
STREET 1: 1764 LITCHFIELD TURNPIKE, SUITE 202
CITY: WOODBRIDGE
STATE: CT
ZIP: 06525
BUSINESS PHONE: 203-387-7794
MAIL ADDRESS:
STREET 1: 1764 LITCHFIELD TURNPIKE, SUITE 202
CITY: WOODBRIDGE
STATE: CT
ZIP: 06525
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cingulate Inc.
CENTRAL INDEX KEY: 0001862150
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 863825535
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1901 W. 47TH PLACE
CITY: KANSAS CITY
STATE: KS
ZIP: 66205
BUSINESS PHONE: (913) 942-2300
MAIL ADDRESS:
STREET 1: 1901 W. 47TH PLACE
CITY: KANSAS CITY
STATE: KS
ZIP: 66205
4
1
ownership.xml
X0508
4
2023-09-08
0
0001862150
Cingulate Inc.
CING
0001883257
Werth Peter J.
C/O CINGULATE INC.
1901 W. 47TH PLACE
KANSAS CITY
KS
66205
1
0
1
0
0001885004
Werth Family Investment Associates LLC
C/O CINGULATE INC.
1901 W. 47TH PLACE
KANSAS CITY
KS
66205
0
0
1
0
0
Pre-Funded Warrant (right to buy)
0.0001
2023-09-08
4
J
0
6838235
A
2023-09-08
Common Stock
6838235
6838235
I
By Werth Family Investment Associates LLC
On August 9, 2022, Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, issued a Promissory Note (the "Original Note") to Werth Family Investment Associates LLC ("WFIA") with a principal amount of $5,000,000 (the "Original Principal Amount"), and on May 9, 2023, CTx issued an Amended and Restated Promissory Note (the "A&R Note") increasing the principal amount under the Original Note by $3,000,000 to $8,000,000. On September 8, 2023, the Issuer and CTx entered into a Note Conversion Agreement (the "Note Conversion Agreement") with WFIA, pursuant to which WFIA agreed to convert the Original Principal Amount under the A&R Note plus all accrued interest thereon, or $5,812,500, into pre-funded warrants to purchase 6,838,235 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $0.85
The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding shares of Common Stock of the Issuer.
Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth
2023-09-11
/s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth, for Werth Family Investment Associates LLC
2023-09-11