Peter J. Werth - Jan 25, 2024 Form 4 Insider Report for Cingulate Inc. (CING)

Signature
/s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth
Stock symbol
CING
Transactions as of
Jan 25, 2024
Transactions value $
$0
Form type
4
Date filed
1/29/2024, 05:00 PM
Previous filing
Sep 11, 2023
Next filing
Mar 6, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CING Pre-Funded Warrant (right to buy) Other +687K 687K Jan 25, 2024 Common Stock 687K $0.00 By Werth Family Investment Associates LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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, or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023, 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.
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.