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