Amended Statement of Ownership (sc 13g/a)
January 31 2023 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Cingulate
Inc.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001 PER SHARE
(Title
of Class of Securities)
17248W105
(CUSIP
Number)
December
31, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☐ |
Rule
13d-1(b) |
☐ |
Rule
13d-1(c) |
☒ |
Rule
13d-1(d) |
*
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 the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 17248W105 |
(1) |
Names
of Reporting Persons |
|
Matthew Brams
|
(2) |
Check the
Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
|
|
|
(3) |
SEC Use Only
|
(4) |
Citizenship
or Place of Organization |
|
United States
|
|
Number
of Shares Beneficially Owned By Each Reporting Person With |
|
|
(5) Sole Voting Power:
|
654,488* |
|
|
(6) Shared Voting Power:
|
0* |
|
|
(7) Sole Dispositive Power:
|
654,488* |
|
|
(8) Shared Dispositive Power:
|
0* |
|
|
|
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
654,488*
|
|
(10) |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): |
|
☐
|
|
(11) |
Percent
of Class Represented by Amount in Row (9) |
|
5.8%*
|
|
(12) |
Type of
Reporting Person |
|
IN
|
|
*
See Item 4 for additional information.
Item
1(a). Name Of Issuer:
Cingulate
Inc., a Delaware corporation (the “Company”).
|
Item
1(b). Address of Issuer’s Principal Executive Offices: |
|
1901
W. 47th Place
Kansas
City, KS 66205 |
Item
2(a). Name of Person Filing: |
This
report on Schedule 13G (this “Schedule 13G”) is being filed by Matthew Brams
(“Mr. Brams”).
|
Item
2(b). Address of Principal Business Office or, if None, Residence: |
The
address for the Reporting Person is:
c/o
Cingulate Inc.
1901
W. 47th Place
Kansas
City, KS 66205
|
Item
2(c). Citizenship: |
Mr.
Brams is a citizen of the United States.
|
Item
2(d). Title of Class of Securities: |
Common
Stock, par value $0.0001 per share (the “Common Stock”).
|
Item
2(e). CUSIP No.: |
17248W105
|
Item
3. If This Statement Is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: |
Not
Applicable. |
Item
4. Ownership:
As
reported in the cover page to this report, the ownership information with respect to Mr. Brams is as follows:
|
(a) |
Amount
Beneficially Owned: |
654,488*
|
|
(b) |
Percent
of Class: |
5.8%*
|
|
(c) |
Number
of Shares as to which such person has: |
|
|
(i) |
sole
power to vote or to direct the vote: |
654,488*
|
|
(ii) |
shared
power to vote or to direct the vote: |
0*
|
|
(iii) |
sole
power to dispose or to direct the disposition of: |
654,488*
|
|
(iv) |
shared
power to dispose or to direct the disposition of: |
0*
|
*
As of December 31, 2022, Mr. Brams beneficially owned an aggregate of 654,488 shares of Common Stock consisting of (i) 650,240 shares
of Common Stock and (ii) stock options to purchase up to 4,248 shares of Common Stock that are exercisable within 60 days of this report.
Excludes 12,744 shares of Common Stock underlying unvested stock options held by Mr. Brams.
The
reported beneficial ownership percentage is based upon 11,309,412 shares of Common Stock issued and outstanding as of September 30, 2022,
based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022.
Item
5. Ownership of Five Percent or Less of a Class: |
|
If
this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: [ ]
|
Item
6. Ownership of More Than Five Percent on Behalf of Another Person: |
|
|
Not
Applicable.
|
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person: |
|
Not
Applicable.
|
Item
8. Identification and Classification of Members of the Group: |
|
Not
Applicable.
|
Item
9. Notice of Dissolution of Group: |
|
Not
Applicable.
|
Item
10. Certification: |
|
Not
applicable. |
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.
|
January
31, 2023 |
|
|
|
|
|
By: |
/s/
Matthew Brams |
|
Name:
|
Matthew
Brams |
Attention:
Intentional misstatements or omissions of fact constitute
Federal
criminal violations (See 18 U.S.C. 1001)
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