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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 28, 2023
CINGULATE
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40874 |
|
86-3825535 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1901
W. 47th Place
Kansas
City, KS 66205
(Address
of principal executive offices) (Zip Code)
(913)
942-2300
(Registrant’s
telephone number, including area code)
|
|
|
|
(Former
name or former address, if changed since last report.) |
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
CING |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Warrants,
exercisable for one share of common stock |
|
CINGW |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As
previously disclosed on the Current Report on Form 8-K filed on May 19, 2023, Cingulate Inc. (the “Company”), received a
letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (the
“Staff”) indicating that the Company was not in compliance with the minimum stockholders’ equity
requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1). On June 30, 2023, the Company
submitted to the Staff a plan to regain compliance with Listing Rule 5550(b)(1). On July
28, 2023, the Staff notified the Company that it
granted an extension until November 13, 2023 to regain compliance, conditioned
upon achievement of certain milestones included in the plan of compliance previously submitted to the Staff, including a plan to
raise additional capital. If the Company fails to evidence compliance upon filing its periodic report for the quarter
ending September 30, 2023 by November 13,
2023, it may be subject to delisting. If the Staff determines to delist the
Company’s common stock and warrants, the Company will have the right to appeal to a Nasdaq hearings panel. There can be no
assurance that the Company will regain compliance with the minimum stockholders’ equity requirement during the extension
period.
Additionally,
on July 28, 2023, the Company received a written notice (the “Notice”) from the Staff indicating that the Company
is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on
The Nasdaq Capital Market (the “Bid Price Requirement”). The Notice does not result in the immediate delisting of the Company’s
common stock and warrants from The Nasdaq Capital Market.
The
Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price
of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets this requirement. The Notice
indicated that the Company will be provided 180 calendar days in which to regain compliance, or until January 24, 2024. If at any time
during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive
business days, the Staff will provide the Company with a written confirmation of compliance and the
matter will be closed.
Alternatively,
if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company
may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market
value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the
Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance
period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior
to the expiration of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the
deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities
are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Nasdaq
hearings panel. There can be no assurance that the Company will regain compliance with the Bid Price Requirement during the 180-day
compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.
The
Company intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid
Price Requirement. The Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements
with the Securities and Exchange Commission (the “SEC”).
Item
8.01 Other Events.
The
Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in
its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 10, 2023.
If
we fail to regain compliance with the continued listing requirements of Nasdaq, our common stock and/or warrants may be delisted
and the price of our common stock and/or warrants and our ability to access the capital markets could be negatively impacted.
Our
common stock and warrants are currently listed for trading on Nasdaq. On May 16, 2023, we received a notice from Nasdaq stating that
we no longer comply with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing.
We submitted a plan of compliance to Nasdaq on June 30, 2023. On July 28, 2023, Nasdaq notified us that that it granted an extension
until November 13, 2023 to regain compliance with the minimum stockholders’ equity requirement, conditioned
upon achievement of certain milestones included in the plan of compliance previously submitted to Nasdaq, including a plan to raise additional
capital. If we fail to evidence compliance upon filing our periodic report for the quarter ending September 30, 2023
by November 13, 2023, we may be subject to delisting. If Nasdaq determines to delist
our securities, we will have the right to appeal to a Nasdaq hearings panel. There can be no assurance that we will be able to
regain compliance with the applicable Nasdaq listing requirements.
In
addition, on July 28, 2023, we received notice from Nasdaq indicating that we are not in compliance with the requirement to maintain
a minimum bid price of $1.00 per share for continued listing on Nasdaq. We were provided a compliance period of 180 calendar days from
the date of the notice, or until January 24, 2024, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq
Listing Rule 5810(c)(3)(A). We may be eligible for an additional 180 calendar day compliance period. There can be no assurance that
we will regain compliance with the minimum closing bid requirement during the 180-day compliance period, secure a second period of 180
days to regain compliance or maintain compliance with the other Nasdaq listing requirements.
We
will continue to monitor the closing bid price of our common stock and may, if appropriate, consider available options, including implementation
of a reverse stock split of our common stock, to regain compliance with the minimum closing bid requirement. If we seek to implement
a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively
affect the price of our common stock and/or warrants.
We
must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum stockholders’ equity of $2.5
million and a minimum closing bid price of $1.00 per share or risk delisting, which could have a material adverse effect on our business.
If our common stock and warrants are delisted from Nasdaq, it could materially reduce the liquidity of our common stock and warrants
and result in a corresponding material reduction in the price of our common stock and warrants as a result of the loss of market efficiencies
associated with Nasdaq and the loss of federal preemption of state securities laws. In addition, delisting could harm our ability to
raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence
by investors, suppliers, customers and employees and fewer business development opportunities. If our common stock and warrants are delisted,
it could be more difficult to buy or sell our common stock and warrants or to obtain accurate quotations, and the price of our common
stock and warrants could suffer a material decline. Delisting could also impair our ability to raise capital on acceptable terms, if
at all.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
CINGULATE
INC. |
|
|
|
Dated:
August 1, 2023 |
By: |
/s/
Shane J. Schaffer |
|
Name: |
Shane
J. Schaffer |
|
Title: |
Chief
Executive Officer |
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