Securities Registration: Employee Benefit Plan (s-8)
March 30 2022 - 5:29PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 30, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Cingulate
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
86-3825535 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1901
West 47th Place
Kansas
City, KS 66205
(Address
of Principal Executive Offices) (Zip Code)
Cingulate
Inc. 2021 Omnibus Equity Incentive Plan
(Full
title of the plan)
Shane
J. Schaffer
Chief
Executive Officer
Cingulate
Inc.
1901
West 47th Place
Kansas
City, KS 66205
(Name
and address of agent for service)
Telephone:
913-942-2300
(Telephone
number, including area code, of agent for service)
Please
send copies of all communications to:
Steven
M. Skolnick, Esq.
Michael
J. Lerner, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, NY 10020
Telephone:
(212) 262-6700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒
|
|
Smaller
reporting company |
☒ |
|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
PART
I
Information
Required in the Section 10(a) Prospectus
Item
1. Plan Information.
The
information called for by Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”)
and has been or will be sent or given to participating service providers in accordance with Rule 428 of the Securities Act of 1933, as
amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations
of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Cingulate
Inc. (the “Company”) will furnish without charge to each person to whom the prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II hereof, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference
in such documents that are incorporated), and the other documents required to be delivered to eligible participants in the Plan pursuant
to Rule 428(b) under the Securities Act. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should
be directed to:
Cingulate
Inc.
1901
West 47th Place
Kansas
City, KS 66205
Attention:
Chief Financial Officer
Telephone:
913-942-2300
PART
II
Information
Required in the Registration Statement
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), are incorporated herein by reference:
|
(a) |
the
Company’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d)
of the Exchange Act for the fiscal year ended December 31, 2021, as filed with the Commission
on March 28, 2022; and
|
|
(b) |
the
description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A (Registration
No. 001- 40874) filed with the Commission on December 3, 2021 under Section 12(b) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description. |
All
documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which
also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
As
permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate
of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care
as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business
judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
● |
any
breach of the director’s duty of loyalty to us or our stockholders; |
|
|
● |
any
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
|
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● |
any
act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or |
|
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● |
any
transaction from which the director derived an improper personal benefit. |
These
limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and
restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent
permitted under Delaware law.
As
permitted by Section 145 of the Delaware General Corporation Law, our bylaws provide that:
● |
we
may indemnify our directors, officers, and employees to the fullest extent permitted by the Delaware General Corporation Law, subject
to limited exceptions; |
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|
● |
we
may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted
by the Delaware General Corporation Law, subject to limited exceptions; and |
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● |
the
rights provided in our bylaws are not exclusive. |
Our
amended and restated certificate of incorporation, filed as Exhibit 4.1 hereto, and our amended and restated bylaws, filed as Exhibit
4.2 hereto, provide for the indemnification provisions described above and elsewhere herein. We have entered into and intend to continue
to enter into separate indemnification agreements with our directors and elective officers which may be broader than the specific indemnification
provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require us, among other things,
to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers,
other than liabilities arising from willful misconduct. These indemnification agreements also generally require us to advance any expenses
incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. In addition,
we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against
the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification provisions and the indemnification
agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement
of expenses incurred, arising under the Securities Act.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
*Filed
herewith
Item
9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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|
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(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. |
Provided,
however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in
the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof:
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering
.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas City, State of Kansas on March 30, 2022.
|
CINGULATE INC. |
|
|
|
|
By: |
/s/
Shane J. Schaffer |
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|
Shane J. Schaffer |
|
|
Chief Executive Officer |
POWER
OF ATTORNEY AND SIGNATURES
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Cingulate Inc., a Delaware corporation, do hereby constitute
and appoint each of Shane J. Schaffer and Louis G. Van Horn as his or her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments
to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
Person |
|
Capacity
|
|
Date |
|
|
|
|
|
/s/
Shane J. Schaffer |
|
Chief Executive Officer and
Chairman |
|
|
Shane J. Schaffer |
|
(Principal Executive Officer)
|
|
March
30, 2022 |
|
|
|
|
|
/s/
Louis G. Van Horn |
|
Chief
Financial Officer |
|
|
Louis G. Van Horn |
|
(Principal Financial Officer) |
|
March
30, 2022 |
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|
|
/s/
Jennifer L. Callahan |
|
Corporate
Controller |
|
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Jennifer L. Callahan |
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(Principal Accounting Officer) |
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March
30, 2022 |
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/s/
Jeff Conroy |
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Jeff Conroy |
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Director |
|
March
30, 2022 |
|
|
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/s/
Gregg Givens |
|
|
|
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Gregg Givens |
|
Director |
|
March
30, 2022 |
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/s/
Patrick Gallagher |
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Patrick Gallagher |
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Director |
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March
30, 2022 |
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/s/
Jeff Hargroves |
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Jeff Hargroves |
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Director |
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March
30, 2022 |
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/s/
Curt Medeiros |
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Curt Medeiros |
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Director |
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March
30, 2022 |
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/s/
Peter J. Werth |
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Peter J. Werth |
|
Director |
|
March
30, 2022 |
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