SEC Form SC 13D/A filed by Cingulate Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

* 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 disclosures provided in a prior cover page.

*As of the date hereof, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Peter J. Werth (“Mr. Werth”) may be deemed to beneficially own an aggregate of 1,178,108 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Cingulate Inc. (the “Issuer”) consisting of (i) 1,093 shares of Common Stock and stock options to purchase 675 shares of Common Stock held directly by Mr. Werth and (ii) 1,175,925 shares of Common Stock and warrants to purchase up to 415 shares of Common Stock held directly by Werth Family Investment Associates LLC (“Werth Associates”) where Mr. Werth serves as Manager. Excludes 2,799 shares of Common Stock underlying unvested stock options held directly by Mr. Werth.

The foregoing reported beneficial ownership percentage is based upon 6,046,479 shares of Common Stock issued and outstanding as of April 12, 2024. The number of shares of Common Stock issued and outstanding reflects the 1-for-20 reverse stock split of the Issuer’s issued and outstanding shares of Common Stock, which became effective on November 30, 2023.

** As of the date hereof, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Werth Family Investment Associates LLC (“Werth Associates”) may be deemed to beneficially own 1,176,340 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Cingulate Inc. (the “Issuer”), consisting of 1,175,925 shares of Common Stock and warrants to purchase up to 415  shares of Common Stock.

The foregoing reported beneficial ownership percentage is based upon 6,046,479 shares of Common Stock issued and outstanding as of April 12, 2024. The number of shares of Common Stock issued and outstanding reflects the 1-for-20 reverse stock split of the Issuer’s issued and outstanding shares of Common Stock, which became effective on November 30, 2023.

Explanatory Note

This Amendment No. 10 (this “Amendment”) amends and supplements the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on December 20, 2021, as amended on December 23, 2022, July 25, 2023, August 14, 2023, September 18, 2023, November 8, 2023, January 4, 2024, January 29, 2024, February 9, 2024 and February 28, 2024 (the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

The number of shares of Common Stock issued and outstanding reflects the 1-for-20 reverse stock split of the Issuer’s issued and outstanding shares of Common Stock, which became effective on November 30, 2023.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented as follows:

On March 4, 2024, the Issuer granted Mr. Werth a stock option to purchase 1,824 shares of Common Stock for no consideration. The stock option vests on the one-year anniversary of the date of grant. The exercise price of the stock option is $1.18 per share and the stock option expires on March 4, 2034. The option was issued to the Mr. Werth in lieu of cash retainer fees of $3,648.

On January 25, 2024, the Issuer and Cingulate Therapeutics LLC (“CTx”), a wholly-owned subsidiary of the Issuer, entered into a Note Conversion Agreement with Werth Associates pursuant to which Werth Associates agreed to convert the remaining principal amount plus all accrued interest thereon (other than the Outstanding Interest (as defined below)), or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023 (the “Note”), that CTx issued to Werth Associates into pre-funded warrants to purchase 687,043 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $4.785. Due to a calculation error, $33,750 of interest (the “Outstanding Interest”) on the remaining principal amount of the Note remained as of January 25, 2024. On March 25, 2024, the Outstanding Interest was converted into additional pre-funded warrants to purchase 7,053 shares of common stock of the Issuer at a conversion price per pre-funded warrant of $4.785.

On April 11, 2024, Werth Associates exercised pre-funded warrants to purchase 341,912 shares of Common Stock at an exercise price of $0.002 per share. Werth Associates used investment capital for the exercise price of such pre-funded warrants.

On April 11, 2024, Werth Associates exercised pre-funded warrants to purchase 694,096 shares of Common Stock at an exercise price of $0.0001 per share. Werth Associates used investment capital for the exercise price of such pre-funded warrants.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 6,046,479 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 12, 2024. The number of shares of Common Stock issued and outstanding reflects the 1-for-20 reverse stock split of the Issuer’s issued and outstanding shares of Common Stock, which became effective on November 30, 2023.

As of the date hereof, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Werth may be deemed to beneficially own 1,178,108 shares of Common Stock of the Issuer, consisting of (i) 1,093 shares of Common Stock and stock options to purchase 675 shares of Common Stock held directly by Mr. Werth and (ii) 1,175,925 shares of Common Stock and warrants to purchase up to 415 shares of Common Stock held directly by Werth Associates.

Except as described herein, during the past sixty (60) days on or prior to the date hereof, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof.

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.

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (see 18 U.S.C. 1001).