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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
11, 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 1.01. |
Entry into a Definitive Agreement. |
On
August 11, 2023, Cingulate Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with Werth Family Investment Associates LLC (“WFIA”) and issued, in a private placement priced at the market under Nasdaq
rules, 1,823,155 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”) at a purchase price per share of $0.5485, for aggregate gross proceeds to the Company of approximately $1.0 million, before
deducting transaction expenses payable by the Company (the “Private Placement”). The Private Placement closed on August 11,
2023.
Prior
to the Private Placement, WFIA owned 975,165 shares of Common Stock and Peter J. Werth, a member of the Company’s Board of Directors
(the “Board”) and the manager of WFIA, owned 21,849 shares of Common Stock.
The
Audit Committee of the Board and the Board reviewed the terms of the Purchase Agreement a pursuant to the Company’s Policy and
Procedures for Related Person Transactions and determined that the Private Placement is in the best interests of the Company and its
stockholders.
The
Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties.
The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 2.02. |
Results of Operations and Financial Condition. |
On
August 14, 2023, the Company issued a press release announcing its financial results for the second quarter of 2023 and providing a clinical
and business update. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference. The information in this
Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.02. |
Unregistered Sales of Equity Securities. |
The
information contained above in Item 1.01 related to the Purchase Agreement is hereby incorporated by reference into this Item 3.02. The
Shares have not been registered under the Securities Act and are being offered pursuant to the exemption provided in Section 4(a)(2)
under the Securities Act and Rule 506(b) promulgated thereunder.
Item 9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
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 14, 2023 |
By: |
/s/
Louis G. Van Horn |
|
Name: |
Louis
G. Van Horn |
|
Title: |
Chief
Financial Officer |
Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2023, between Cingulate Inc., a Delaware
corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors
and assigns, the “Purchaser”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below),
and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from
the Company, securities of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Beneficial
Ownership Limitation” shall have the meaning assigned to such term in Section 2.1.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Company
Counsel” means Lowenstein Sandler LLP, with offices located at 1251 Avenue of the Americas, New York, New York 10020.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Per
Share Purchase Price” equals $0.5485 (less $0.0001 for each Pre-Funded Warrant), subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this
Agreement and prior to the Closing Date.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Pre-Funded
Warrants” means the pre-funded common stock purchase warrants delivered to the Purchaser at the Closing in accordance with
Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and will expire when exercised in full, in the form
of Exhibit A attached hereto.
“Pre-Funded
Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(d).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Securities”
means the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing shares of Common Stock).
“Subscription
Amount” means the aggregate amount to be paid for Shares and Pre-Funded Warrants purchased hereunder as specified below the
Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
dollars and in immediately available funds (minus, if applicable, the Purchaser’s aggregate exercise price of the Pre-Funded Warrants,
which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash).
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Pre-Funded Warrants, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
ARTICLE
II.
PURCHASE
AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchaser agrees to purchase $1,000,000.52 of Shares and Pre-Funded Warrants. Notwithstanding anything herein to the contrary, to the
extent that the Purchaser determines, in its sole discretion, that such Purchaser’s Subscription Amount (together with such Purchaser’s
Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would cause such
Purchaser’s beneficial ownership of the shares of Common Stock to exceed the Beneficial Ownership Limitation, or as the Purchaser
may otherwise choose, the Purchaser may elect to purchase Pre-Funded Warrants in lieu of the Shares as determined pursuant to Section
2.2(a). The “Beneficial Ownership Limitation” shall be 19.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of the Securities on the Closing Date. In each case, the election to receive Pre-Funded
Warrants is solely at the option of the Purchaser. The Purchaser shall deliver to the Company, via wire transfer, immediately available
funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the
Company shall deliver to the Purchaser its respective Shares and Pre-Funded Warrants, as determined pursuant to Section 2.2(a), and the
Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the
covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing
documentation.
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i)
this Agreement duly executed by the Company; and
(ii)
a Pre-Funded Warrant registered in the name of the Purchaser to purchase up to a number of shares of Common Stock equal to the difference
between (A) the Purchaser’s Subscription Amount divided by the Per Share Purchase Price applicable to Pre-funded Warrants and (B)
the number of Shares otherwise issuable to the Purchaser that would cause the Purchaser’s Beneficial Ownership to be more than
the Beneficial Ownership Limitation, with an exercise price equal to $0.0001 per share of Common Stock, subject to adjustment therein.
(b)
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
(i)
this Agreement duly executed by the Purchaser; and
(ii)
the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects)
on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in
which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality,
in all respects) as of such date);
(ii)
all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii)
the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b)
The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties
are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company; and
(v)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchaser:
(a)
Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. The Company is duly qualified to conduct business and
is in good standing as a foreign corporation or other entity in the jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.
(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(c)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or
any subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or
subsidiary debt or otherwise) or other understanding to which the Company or any subsidiary is a party or by which any property or asset
of the Company or any subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset
of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or
reasonably be expected to result in a Material Adverse Effect.
(d)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice
and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and
Pre-Funded Warrant Shares for trading thereon in the time and manner required thereby, and (iv) the filing of Form D with the Commission,
if required, and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).
(e)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents. The Pre-Funded Warrant Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly
authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Pre-Funded Warrants.
3.2
Representations and Warranties of the Purchasers. The Purchaser hereby represents and warrants as of the date hereof and as of
the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which
it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will
constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i)
as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(b)
Understandings or Arrangements. The Purchaser is acquiring the Securities as principal for its own account and has no direct or
indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities
laws). The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting the Purchaser’s right to sell such Securities pursuant in compliance with applicable federal and state securities
laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
(c)
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date
on which it exercises any Pre-Funded Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.
(d)
Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e)
General Solicitation. The Purchaser is not, to the Purchaser’s knowledge, purchasing the Securities as a result of any advertisement,
article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or, to the knowledge of the Purchaser, any other general solicitation or general advertisement.
(f)
Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and
to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the
merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of
operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.
(g)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other
Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
ARTICLE
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1
Transfer Restrictions.
(a)
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the
Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and
shall have the rights and obligations of the Purchaser under this Agreement.
(b)
The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER
LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR
OTHER LOAN SECURED BY SUCH SECURITIES.
4.2
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
to issue Shares pursuant to this Agreement and Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded Warrants.
4.3
Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the
Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list
or quote all of the Shares and Pre-Funded Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares
and Pre-Funded Warrant Shares on such Trading Market.
4.4
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D, if required, and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company
shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence
of such actions promptly upon request of the Purchaser.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder, by written
notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the
date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any
other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice
delivered by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchaser No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom
the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”
5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.8 and this Section 5.8.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such Proceeding is improper or is an inconvenient venue for such Proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by electronic mail,
or otherwise by electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,www.docusign.com)
evidencing an intent to sign this Agreement, such electronic mail or other electronic transmission shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were
an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal, valid and binding
for all purposes.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any Proceeding for specific performance of any such obligation the defense that a remedy
at law would be adequate.
5.15
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.16
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement.
5.17
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
CINGULATE
Inc. |
|
Address
for Notice: |
|
|
|
|
By:
|
/s/
Shane J. Shaffer |
|
E-mail:
sschaffer@cingulate.com |
Name: |
Shane
J. Schaffer |
|
|
Title: |
CEO |
|
|
|
|
|
|
With
a copy to (which shall not constitute notice): |
|
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO CING SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: Werth Family Investment Associates LLC
Signature
of Authorized Signatory of Purchaser: /s/ Peter J. Werth
Name
of Authorized Signatory: Peter J. Werth
Title
of Authorized Signatory: Manager
Email
Address of Authorized Signatory: peterjwerth@chemwerth.com
Address
for Notice to Purchaser: |
1764
Litchfield Turnpike |
|
Suite
202 |
|
Woodbridge,
CT 06525 |
Address
for Delivery of Securities to Purchaser (if not same as address for notice):
Subscription
Amount: $1,000,000.52
Shares:
1,823,155
Pre-Funded
Warrants: 0
EIN
Number:
[SIGNATURE
PAGES CONTINUE]
Exhibit
99.1
Cingulate
Inc. Reports Second Quarter 2023 Financial Results and Provides Clinical and Business Update
Werth
Family Investment Associates Provides Additional Capital Investment
Phase
3 Adult Efficacy and Safety Trial of CTx-1301 Data Released
CTx-1301
Phase 3 Pediatric and Adolescent Studies
Underway
KANSAS
CITY, Kan., August 14, 2023 (GLOBE NEWSWIRE) — Cingulate Inc. (NASDAQ: CING) (Cingulate, or the Company), a biopharmaceutical company
utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline
of next-generation pharmaceutical products, today provided financial results for the quarter ended June 30, 2023, as well as a clinical
and business update. Among other highlights, the Company announced a $1 million dollar investment from Werth Family Investment Associates
LLC (WFIA), top-line results following the completion of a Phase 3 Adult Efficacy and Safety Trial of CTx-1301, and the initiation of
the CTx-1301 Phase 3 pediatric and adolescent studies.
“We
believe the Phase 3 adult efficacy and safety trial is a significant clinical milestone and validation of what Cingulate has set out
to accomplish: create the only ADHD medication that overcomes the major unmet needs of currently available treatments with clear and
unmatched differentiation,” said Shane J. Schaffer, PharmD, Chairman and CEO, Cingulate.
Dr.
Raul Silva, MD, Chief Science Officer added, “We are pleased with the results from this trial and believe they will be replicated
in the ongoing Phase 3 pediatric and adolescent trials.”
Werth
Family Investment Associates Provides $1 Million Investment
On
August 11, 2023, Cingulate entered into a Securities Purchase Agreement with WFIA and issued, in a private placement priced at the market
under Nasdaq rules, 1,823,155 shares of the Company’s common stock, par value $0.0001 per share at a purchase price per share of
$0.5485, for aggregate gross proceeds to the Company of approximately $1.0 million.
Clinical
Update
| ● | CTx-1301:
Cingulate advanced its clinical program for CTx-1301 on the streamlined approval pathway
under Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act. As part of that effort: |
Cingulate
completed a Phase 3 adult dose-optimization study (NCT05631626) in June 2023 and announced top-line results in
July 2023. Full results from the study, including safety data and patient reported outcomes from a pre- and post-trial
questionnaire, have been accepted for presentation at the US Psych Congress in September 2023.
The
Phase 3 CTx-1301-022 study assessed efficacy and safety along with onset and duration of CTx-1301 in an adult laboratory classroom. This
single-site, small pilot study in 21 adults (age range: 18-55 years) with ADHD was not intended to, nor did it, achieve statistical significance
on the primary efficacy endpoint. The findings did demonstrate that CTx-1301 demonstrated an average effect size of 1.79, greater than
twice the effect size of current ADHD products across the entire active-day duration. A meta-analysis conducted by Faraone and Glatt
(Clinical Psychiatry 71:6 June 2010) using 11 published studies with long-acting stimulants in adults demonstrated an average
effect size of 0.73. Furthermore, CTx-1301 was well tolerated with one subject randomized to CTx-1301 experiencing treatment
emergent adverse events (TEAEs), while three of subjects that were randomized to placebo experienced TEAEs.
In
addition to the Phase 3 adult dose-optimization study, Cingulate initiated its pivotal Phase 3 fixed-dose pediatric and adolescent safety
and efficacy study in July 2023 and a Phase 3 dose-optimization onset and duration study in pediatric patients in early August
2023. The pediatric and adolescent study – designated as the Mastery Study – and the pediatric onset and duration study are
now recruiting patients.
Assuming
positive clinical results from the upcoming Phase 3 trials, Cingulate plans to submit a New Drug Application (NDA) for CTx-1301 in the
second half of 2024 under the Section 505(b)(2) pathway.
| ● | CTx-2103:
Cingulate is constructing a clinical program for CTx-2103 (buspirone) for the treatment
of anxiety on the streamlined approval pathway under Section 505(b)(2) of the Federal Food,
Drug, and Cosmetic Act. Based on the pharmacokinetic profile seen in the formulation study,
which was completed in September 2022, CTx-2103 achieved the desired triple release of buspirone.
These results provided the critical information required to allow the Company to request
a Pre-IND meeting with the FDA to discuss the design of the Company’s clinical and
regulatory programs for CTx-2103, which is expected to occur in the fourth quarter of 2023
to allow for a potential IND filing in the first quarter of 2024. |
| ● | CTx-1302:
A Phase 1/2 bioavailability study in ADHD patients for CTx-1302 (dextroamphetamine),
Cingulate’s second asset for the treatment of ADHD, is planned for mid-2024. If results
from this study are successful, pivotal Phase 3 clinical trials in all patient segments for
CTx-1302 are expected to begin in late 2024 or early 2025. |
Second
Quarter Results
| ● | Cash
Position: As of June 30, 2023, Cingulate had $0.3 million in cash and cash equivalents.
Subsequent to June 30, 2023, Cingulate raised a total of $1.8 million in net proceeds from
the At the Market Offering Agreement with H.C. Wainwright & Co., LLC and the purchase
agreement with Lincoln Park Capital Fund LLC. The additional $1 million capital investment
from WFIA closed on August 11, 2023. Cingulate expects its cash and cash equivalents will
enable the Company to fund its research and development and operating expenditures into September
2023. |
Management
continues to evaluate additional strategies to obtain funding, which may include additional offerings of common stock, issuance of debt,
or other capital sources, including potential collaborations with other companies or other strategic transactions.
Research
& Development (R&D) Expenses: R&D expenses were $4.5 million for the three months ended June 30, 2023, compared to $2.2
million for the same period in 2022. R&D expenses were $6.6 million for the six months ended June 30, 2023, compared to $4.9 million
for the same period in 2022. These changes are the result of increased development activity in 2023 as compared to 2022. The Company
initiated the Phase 3 adult dose-optimization study for CTx-1301 in late 2022 and completed it in June 2023. Additionally, the Company
completed manufacturing of Phase 3 clinical supply for CTx-1301 in the first half of 2023, and incurred start-up activities for two Phase
3 studies for CTx-1301: the pediatric dose optimization study and the fixed dose pediatric and adolescent safety and efficacy study.
General
and Administrative (G&A) Expenses: G&A expenses were $1.9 million for both the three months ended June 30, 2023 and the three
months ended June 30, 2022. G&A expenses were $3.6 million for the six months ended June 30, 2023, compared to $4.1 million for the
same period in 2022. This change was primarily the result of a decrease in insurance costs related to a decline in the annual directors’
and officers’ insurance policy premium, which was renewed in December of 2022.
Net
Loss: Net loss was $6.6 million for the three months ended June 30, 2023, compared to $4.0 million for the same period in 2022. Net
loss was $10.6 million for the six months ended June 30, 2023, compared to $9.0 million for the same period in 2022. The increases in
net loss are primarily due to the increases in development activity as described above.
About
Cingulate®
Cingulate
Inc. is a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology
to build and advance a pipeline of next-generation pharmaceutical products, designed to improve the lives of patients suffering from
frequently diagnosed conditions characterized by burdensome daily dosing regimens and suboptimal treatment outcomes. With an initial
focus on the treatment of Attention Deficit/Hyperactivity Disorder (ADHD), Cingulate is identifying and evaluating additional therapeutic
areas where its PTR technology may be employed to develop future product candidates, such as anxiety disorders.
Cingulate
is headquartered in Kansas City, KS. For more information visit Cingulate.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include all statements, other than
statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including
statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to product development, clinical
studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities
and other statements that are predictive in nature. These statements are generally identified by the use of such words as “may,”
“could,” “should,” “would,” “believe,” “anticipate,” “forecast,”
“estimate,” “expect,” “intend,” “plan,” “continue,” “outlook,”
“will,” “potential” and similar statements of a future or forward-looking nature. Readers are cautioned that
any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially
from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the Securities
and Exchange Commission (SEC), including the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC
on March 10, 2023. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required
by law.
Cingulate
Inc.
Consolidated
Balance Sheet Data
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Cash, cash equivalents and short-term investments | |
$ | 349,831 | | |
$ | 5,356,276 | |
Total assets | |
$ | 5,227,447 | | |
$ | 11,405,057 | |
Total liabilities | |
$ | 11,325,968 | | |
$ | 7,523,035 | |
Accumulated deficit | |
$ | (80,029,692 | ) | |
$ | (69,408,496 | ) |
Total stockholders’ equity | |
$ | (6,098,521 | ) | |
$ | 3,882,022 | |
Cingulate
Inc.
Consolidated
Statements of Operations
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Research and development | |
$ | 4,455,927 | | |
$ | 2,178,226 | | |
$ | 6,584,543 | | |
$ | 4,940,510 | |
General and administrative | |
| 1,906,442 | | |
| 1,870,591 | | |
| 3,627,821 | | |
| 4,117,651 | |
Operating loss | |
| (6,362,369 | ) | |
| (4,048,817 | ) | |
| (10,212,364 | ) | |
| (9,058,161 | ) |
| |
| | | |
| | | |
| | | |
| | |
Interest and other income (expense), net | |
| (253,940 | ) | |
| 8,370 | | |
| (408,832 | ) | |
| 14,203 | |
Loss before income taxes | |
| (6,616,309 | ) | |
| (4,040,447 | ) | |
| (10,621,196 | ) | |
| (9,043,958 | ) |
Income tax benefit (expense) | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (6,616,309 | ) | |
| (4,040,447 | ) | |
| (10,621,196 | ) | |
| (9,043,958 | ) |
Net loss per share of common stock, basic and diluted | |
$ | (0.57 | ) | |
$ | (0.36 | ) | |
$ | (0.92 | ) | |
$ | (0.80 | ) |
Investor
Relations
Thomas
Dalton
VP,
Investor & Public Relations, Cingulate Inc.
TDalton@cingulate.com
913-942-2301
Matt
Kreps
Darrow
Associates
mkreps@darrowir.com
214-597-8200
Media
Relations
Melyssa
Weible
Elixir
Health Public Relations
mweible@elixirhealthpr.com
201-723-5805
CING-US-127-0824
v3.23.2
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Aug. 11, 2023 |
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|
Document Period End Date |
Aug. 11, 2023
|
Entity File Number |
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|
Entity Registrant Name |
CINGULATE
INC.
|
Entity Central Index Key |
0001862150
|
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|
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DE
|
Entity Address, Address Line One |
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W. 47
|
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|
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|
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|
Entity Address, State or Province |
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|
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|
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|
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|
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|
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