4//SEC Filing
Werth Peter J. 4
Accession 0001493152-23-032275
CIK 0001862150other
Filed
Sep 10, 8:00 PM ET
Accepted
Sep 11, 5:00 PM ET
Size
8.8 KB
Accession
0001493152-23-032275
Insider Transaction Report
Form 4
Cingulate Inc.CING
Werth Peter J.
Director
Transactions
- Other
Pre-Funded Warrant (right to buy)
2023-09-08+6,838,235→ 6,838,235 total(indirect: By LLC)Exercise: $0.00From: 2023-09-08→ Common Stock (6,838,235 underlying)
Transactions
- Other
Pre-Funded Warrant (right to buy)
2023-09-08+6,838,235→ 6,838,235 total(indirect: By LLC)Exercise: $0.00From: 2023-09-08→ Common Stock (6,838,235 underlying)
Footnotes (3)
- [F1]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
- [F2]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.
- [F3]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.
Documents
Issuer
Cingulate Inc.
CIK 0001862150
Entity typeother
Related Parties
1- filerCIK 0001883257
Filing Metadata
- Form type
- 4
- Filed
- Sep 10, 8:00 PM ET
- Accepted
- Sep 11, 5:00 PM ET
- Size
- 8.8 KB