Current Report Filing (8-k)
August 11 2022 - 7:03AM
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2022-08-09
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2022-08-09
2022-08-09
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2022-08-09
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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):
August
9, 2022
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
1.01. |
Entry
into a Material Definitive Agreement. |
On
August 9, 2022, Cingulate Therapeutics, LLC (“CTx”), a wholly owned subsidiary of Cingulate Inc. (the “Company”),
executed a $5 million promissory note (the “Note”) in favor of Werth Family Investment Associates LLC (“WFIA”).
WFIA owns 871,731 shares of the Company’s common stock and Peter J. Werth, a member of the Company’s Board of Directors (the
“Board”) and the manager of WFIA, owns 21,849 shares of the Company’s common stock.
The
Audit Committee and Board reviewed the terms of the Note pursuant to the Company’s Policy and Procedures for Related Person Transactions
and determined that the Note is in the best interests of the Company and its stockholders. Due to the issuance of the Note, the Board
determined that Mr. Werth is no longer an independent director.
CTx
received the principal amount of the Note from WFIA on August 10, 2022. Outstanding principal and all accrued and unpaid interest is
due and payable on August 8, 2025 unless accelerated due to an event of default. Beginning April 1, 2023, WFIA has the right during the
first five business days
of each calendar quarter to demand payment of all outstanding principal and interest 120 days following notice to CTx. CTx may prepay
the Note, in whole or in part, without premium or penalty; provided, that no amount repaid may be reborrowed.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the
Note, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
2.02. |
Results
of Operations and Financial Condition. |
On
August 11, 2022, the Company issued a press release announcing its financial results for the second quarter of 2022 and providing a clinical
and business update. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference.
Item
2.03. |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangments of Certain Officers. |
On
August 9, 2022, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board
to eight directors and appointed Scott Applebaum as a Class III director to serve until the Company’s 2024 annual meeting of stockholders.
The Board also appointed Mr. Applebaum to serve on the Audit Committee.
Mr.
Applebaum will receive the standard compensation for non-employee directors, as described in the section entitled “2022 Director
Compensation Program” in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”)
on April 22, 2022, including a prorated cash retainer and grant of 12,000 non-qualified stock options. In addition, the Company intends
to enter into an indemnification agreement with Mr. Applebaum in substantially the form filed as Exhibit 10.10 to the Company’s
Registration Statement on Form S-1 filed with the SEC on September 9, 2021.
There
is no arrangement or understanding between Mr. Applebaum and any other person pursuant to which he was appointed as a director of the
Company and there are no familial relationships between Mr. Applebaum and any of the Company’s directors or executive officers.
There are no transactions to which the Company is a party and in which Mr. Applebaum has a direct or indirect material interest that
would be required to be disclosed under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Mr. Applebaum qualifies
as an “independent director” under the Nasdaq listing requirements.
Item
7.01. |
Regulation
FD Disclosure. |
A
copy of the press release announcing Mr. Applebaum’s appointment is furnished as Exhibit 99.1 and incorporated by reference.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
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 11, 2022 |
By: |
/s/
Louis G. Van Horn |
|
Name: |
Louis
G. Van Horn |
|
Title: |
Chief
Financial Officer |
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