UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Cingulate
Inc. |
(Name
of Issuer) |
|
COMMON
STOCK, PAR VALUE $0.0001 PER SHARE |
(Title
of Class of Securities) |
|
17248W105 |
(CUSIP
Number) |
|
Shane
J. Schaffer
Chief
Executive Officer
1901
W. 47th Place
Kansas
City, KS 66205
Telephone
Number (913) 942-2300 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
|
August 11, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
CUSIP
No. 17248W105 |
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|
|
Peter
J. Werth |
|
2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions): PF |
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): |
|
|
☐ |
|
6. |
Citizenship
or Place of Organization: United States |
|
|
Number
of |
7.
Sole Voting Power: |
33,095*
|
|
Shares
Beneficially |
8.
Shared Voting Power: |
2,806,620* |
|
Owned
by |
|
|
|
Each
Reporting |
9.
Sole Dispositive Power: |
33,095* |
|
Person
With |
10.
Shared Dispositive Power: |
2,806,620* |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
|
2,839,715* |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): |
|
☐ |
13. |
Percent
of Class Represented by Amount in Row (11): 18.1%* |
14. |
Type
of Reporting Person (See Instructions): IN |
*As
of the date hereof, Peter J. Werth (“Mr. Werth”) may be deemed to beneficially own an aggregate of 985,711 shares
of common stock, par value $0.0001 per share (the “Common Stock”), of Cingulate Inc. (the “Issuer”)
consisting of (i) 21,849 shares of Common Stock and stock options to purchase 11,246 shares of Common Stock held directly by Mr.
Werth and (ii) 2,798,320 shares of Common Stock and warrants to purchase up to 8,300 shares of Common Stock held directly by Werth Family
Investment Associates LLC where Mr. Werth serves as the Chief Executive Officer and Manager. Excludes 21,737 shares of Common
Stock underlying unvested stock options held directly by Mr. Werth. As a result of the foregoing, for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, Mr. Werth may be deemed to beneficially own 2,839,715 shares of Common Stock, representing
18.1% of the Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The
foregoing reported beneficial ownership percentage is based upon 15,658,798 shares of Common Stock issued and outstanding as of
August 11, 2023, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 14, 2023.
CUSIP
No. 17248W105 |
|
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
|
|
Werth Family Investment Associates LLC |
|
2. |
Check the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions): WC |
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): |
|
|
☐ |
|
6. |
Citizenship
or Place of Organization: Connecticut |
|
|
Number
of |
7.
Sole Voting Power: |
0 |
|
Shares
Beneficially |
8.
Shared Voting Power: |
2,806,620** |
|
Owned
by |
|
|
|
Each
Reporting |
9.
Sole Dispositive Power: |
0 |
|
Person
With |
10.
Shared Dispositive Power: |
2,806,620** |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
|
2,806,620** |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): |
|
☐ |
13. |
Percent
of Class Represented by Amount in Row (11): 17.9%** |
14. |
Type
of Reporting Person (See Instructions): OO |
**As
of the date hereof, Werth Family Investment Associates LLC (“Werth Associates”) may be deemed to beneficially own
2,806,620 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Cingulate Inc. (the “Issuer”),
consisting of 2,798,320 shares of Common Stock and warrants to purchase up to 8,300 shares of Common Stock. As a result of the foregoing,
for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Werth may be deemed to beneficially own 2,806,620
shares of Common Stock, representing 17.9% of the Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The
foregoing reported beneficial ownership percentage is based upon 15,658,798 shares of Common Stock issued and outstanding as of
August 11, 2023, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 14, 2023.
Explanatory
Note
This
Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D field on behalf of the Reporting
Persons with the Securties and Exchange Commission on December 20, 2021, as amended on December 23, 2022 and July 25, 2023 (the
“Schedule 13D”). Except as specifically provided herein, this Amendment does not modify or amend any of the
information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in
all other items, as applicable.
Item
3. Source and Amount of Funds or Other Consideration.
On
December 10, 2021 (the “Event Date”), the Issuer closed an underwritten public offering (the “IPO”)
of 4,166,666 Units (the “Units”) and warrants to purchase 624,999 shares of Common Stock, with each Unit consisting
of one share of Common Stock and one warrant to purchase one share of Common Stock.
Prior
to the IPO, Mr. Werth beneficially owned 858,280 shares of Common Stock consisting of (i) 21,849 shares of Common Stock held directly
by Mr. Werth and (ii) 836,431 shares of Common Stock held directly by Werth Associates.
On
December 7, 2021, in connection with the IPO, the Issuer granted Mr. Werth an option to purchase 8,983 shares of Common Stock for no
consideration (the “Option”). The Option vests in four (4) equal annual installments commencing on December 7, 2022.
The exercise price of the Option is $6.00 per share and the Option expires on December 7, 2031.
On
the Event Date, Werth Associates purchased 8,300 Units in the IPO at a price of $6.00 per Unit for an aggregate purchase price of $49,800.
The warrants comprising the Units are exercisable at $6.00 per share and expire December 10, 2026. Werth Associates purchased the Units
with investment capital.
On
February 25, 2022, the Issuer granted Mr. Werth a stock option to purchase 9,000 shares of Common Stock for no consideration. The stock
option vests on the one-year anniversary of the date of grant. The exercise price of the stock option is $1.38 per share and the stock
option expires on February 25, 2032.
On
March 17, 2022, Werth Associates purchased 27,000 shares of Common Stock at $1.79 per share for an aggregate purchase price of $48,330.
Werth Associates purchased the Common Stock with investment capital.
On
September 6, 2022, Werth Associates purchased 74,500 shares of Common Stock at $1.5198 per share for an aggregate purchase price of $113,225.
Werth Associates purchased the Common Stock with investment capital.
On
December 13, 2022, Werth Associates purchased 28,934 shares of Common Stock at a weigted average price of $0.9823 per share for an aggregate
purchase price of $28,422. Werth Associates purchased the Common Stock with investment capital.
On June 15, 2023, the Issuer
granted Mr. Werth a stock option to purchase 15,000 shares of Common Stock for no consideration. The stock option vests on the one-year
anniversary of the date of grant. The exercise price of the stock option is $0.98 per share and the stock option expires on June 15,
2033.
On August 11, 2023, Werth Associates purchased 1,823,155 shares of Common Stock from the Issuer in a private placement priced at the market
under Nasdaq rules at a purchase price per share of $0.5485 for an aggregate purchase price of $1,000,000.52. Werth Associates purchased
the shares of Common Stock with investment capital.
Item
5. Interest in Securities of the Issuer.
The
information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Schedule 13D and the information set forth in or incorporated
by reference in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 15,658,798 shares of Common Stock outstanding,
which is the total number of shares of Common Stock outstanding as of August 11, 2023, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.
As
of the date hereof, Mr. Werth may be deemed to beneficially own 2,839,715 shares of Common Stock of the Issuer, consisting of
(i) 21,849 shares of Common Stock and stock options to purchase 11,246 shares of Common Stock held directly by Mr. Werth and (ii)
2,798,320 shares of Common Stock and warrants to purchase up to 8,300 shares of Common Stock held directly by Werth Associates. As a result
of the foregoing, and for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Werth may be deemed to beneficially
own 2,839,715 shares of Common Stock, representing 18.1% of the Common Stock of the Issuer deemed issued and outstanding
as of the date hereof.
Except
as described herein, during the past sixty (60) days on or prior to the date hereof, there were no other purchases or sales of shares
of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or
entity for which the Reporting Persons possess voting or dispositive control over the securities thereof.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
By: |
/s/
Peter J. Werth* |
|
|
Peter
J. Werth |
|
WERTH FAMILY INVESTMENT ASSOCIATES LLC |
|
|
|
|
By: |
Peter J. Werth, its Chief Executive Officer |
|
By: |
/s/
Peter J. Werth |
|
Name:
|
Peter
J. Werth |
|
Title: |
Chief
Executive Officer |
*
This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein,
and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section
16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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