Current Report Filing (8-k)
May 19 2023 - 4:16PM
Edgar (US Regulatory)
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2023-05-16
2023-05-16
0001862150
CING:CommonStockParValue0.0001PerShareMember
2023-05-16
2023-05-16
0001862150
CING:WarrantsExercisableForOneShareOfCommonStockMember
2023-05-16
2023-05-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 16, 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. |
On
May 16, 2023, Cingulate Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) 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), because the Company’s stockholders’
equity of $81,614 as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 was below the
required minimum of $2.5 million, and because, as of May 15, 2023, the Company did not meet the alternative compliance standards relating
to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed
fiscal year or in two of the last three most recently completed fiscal years.
The
Letter has no immediate impact on the listing of the Company’s common stock or warrants, which will continue to be listed and traded
on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. The Company has 45 calendar days
from May 16, 2023, or until June 30, 2023, to submit to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1). If Nasdaq accepts
the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from May 16, 2023, or until November 12, 2023, to
regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq
hearings panel.
The
Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5550(b)(1). There
can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing
Rule 5550(b)(1) or maintain compliance with any other Nasdaq requirement in the future.
The
Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).
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:
May 19, 2023 |
By: |
/s/
Shane J. Schaffer |
|
Name: |
Shane
J. Schaffer |
|
Title: |
Chief
Executive Officer
|
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