4//SEC Filing
Werth Peter J. 4
Accession 0001493152-24-011578
CIK 0001862150other
Filed
Mar 26, 8:00 PM ET
Accepted
Mar 27, 6:00 PM ET
Size
9.0 KB
Accession
0001493152-24-011578
Insider Transaction Report
Form 4
Cingulate Inc.CING
Werth Peter J.
Director
Transactions
- Other
Pre-Funded Warrant (right to buy)
2024-03-25+7,053→ 694,096 total(indirect: By LLC)Exercise: $0.00From: 2024-03-25→ Common Stock (7,053 underlying)
Transactions
- Other
Pre-Funded Warrant (right to buy)
2024-03-25+7,053→ 694,096 total(indirect: By LLC)Exercise: $0.00From: 2024-03-25→ Common Stock (7,053 underlying)
Footnotes (3)
- [F1]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.
- [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
- Mar 26, 8:00 PM ET
- Accepted
- Mar 27, 6:00 PM ET
- Size
- 9.0 KB