0001493152-24-011578.txt : 20240327 0001493152-24-011578.hdr.sgml : 20240327 20240327180010 ACCESSION NUMBER: 0001493152-24-011578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240325 FILED AS OF DATE: 20240327 DATE AS OF CHANGE: 20240327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Werth Peter J. CENTRAL INDEX KEY: 0001883257 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40874 FILM NUMBER: 24792418 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40874 FILM NUMBER: 24792417 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] ORGANIZATION NAME: 03 Life Sciences 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 2024-03-25 0 0001862150 Cingulate Inc. CING 0001883257 Werth Peter J. 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 2024-03-25 4 J 0 7053 A 2024-03-25 Common Stock 7053 694096 I By Werth Family Investment Associates LLC On January 25, 2024, the Issuer and Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, entered into a Note Conversion Agreement with Werth Family Investment Associates LLC ("WFIA"), pursuant to which WFIA agreed to convert the remaining principal amount plus all accrued interest thereon (other than the Outstanding Interest (as defined below)), or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023 (the "Note"), that CTx issued to WFIA into pre-funded warrants to purchase 687,043 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $4.785. Due to a calculation error, $33,750 of interest (the "Outstanding Interest") on the remaining principal amount of the Note remained as of January 25, 2024. The Outstanding Interest was converted into additional pre-funded warrants to purchase 7,053 shares of common stock of the Issuer at a conversion price per pre-funded warrant of $4.785. 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 2024-03-27 /s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth, for Werth Family Investment Associates LLC 2024-03-27