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