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

$CING
Biotechnology: Pharmaceutical Preparations
Health Care
Get the next $CING alert in real time by email
SC 13D/A 1 formsc13da.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

Cingulate Inc.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
 
17248W204
(CUSIP Number)
 

Shane J. Schaffer

Chief Executive Officer

1901 W. 47th Place

Kansas City, KS 66205

Telephone Number (913) 942-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
June 5, 2024
(Date of Event Which Requires Filing of this Statement)

 

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.

 

 

 

 
 

 

CUSIP No. 17248W204   
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):   
   Peter J. Werth   
2. Check the Appropriate Box if a Member of a Group (a) ☐
     (b) ☐
3. SEC Use Only   
4. Source of Funds (See Instructions): PF   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   
     
6. Citizenship or Place of Organization: United States   

 

   Number of 7. Sole Voting Power: 1,768*
   Shares Beneficially 8. Shared Voting Power: 1,176,340*
   Owned by    
   Each Reporting 9. Sole Dispositive Power: 1,768*
   Person With 10. Shared Dispositive Power: 1,176,340*

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
   1,178,108*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
  
13. Percent of Class Represented by Amount in Row (11): 17.05%*
14. Type of Reporting Person (See Instructions): IN

 

*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 6,909,744 shares of Common Stock issued and outstanding as of June 5, 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.

 

 
 

 

CUSIP No. 17248W204  
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):  
  Werth Family Investment Associates LLC  
2. Check the Appropriate Box if a Member of a Group (a) ☐
    (b) ☐
3. SEC Use Only  
4. Source of Funds (See Instructions): WC  
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  
   
6. Citizenship or Place of Organization: Connecticut  

 

  Number of 7. Sole Voting Power: 0
  Shares Beneficially 8. Shared Voting Power: 1,176,340**
  Owned by         
  Each Reporting 9. Sole Dispositive Power: 0
  Person With 10. Shared Dispositive Power: 1,176,340**

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  1,176,340**
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
13. Percent of Class Represented by Amount in Row (11): 17.02%**
14. Type of Reporting Person (See Instructions): OO

 

** 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 6,909,744 shares of Common Stock issued and outstanding as of June 5, 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. 12 (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, February 28, 2024, April 12, 2024 and May 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 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 6,909,744 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of June 5, 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.

 

   June 7, 2024

 

   By: /s/ Peter J. Werth*
     Peter J. Werth

 

   WERTH FAMILY INVESTMENT ASSOCIATES LLC
      
   By: Peter J. Werth, its Manager

 

   By: /s/ Peter J. Werth
   Name: Peter J. Werth
   Title: Manager

 

* 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).

 

 

Get the next $CING alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$CING

DatePrice TargetRatingAnalyst
1/10/2025$12.00Buy
ROTH MKM
12/22/2023Buy → Hold
Laidlaw
1/20/2022$8.50Buy
Laidlaw & Co.
1/11/2022$9.00Buy
Aegis Capital
More analyst ratings

$CING
Press Releases

Fastest customizable press release news feed in the world

See more
  • Cingulate Inc. Reports Full Year 2024, Fourth Quarter Results, and Provides Development Update on Major Milestones Achieved

    In-Person FDA Meeting Scheduled for April 2; New Drug Application Submission Targeted for Mid-2025$17.5 million increase in Working Capital; Cash Runway Extending into Q4, Well Beyond Target Date for NDA Submission KANSAS CITY, Kan., March 26, 2025 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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 announced its financial results for the twelve months ended December 31, 2024, and provided a clinical and business update. Highlights include the announcement of safety results from Cingulate's f

    $CING
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Cingulate Reports Safety Results from Final Phase 3 Trials for Lead ADHD Asset CTx-1301: On Track to File for FDA Approval Mid-2025

    Results Have Been Submitted Ahead of In-Person Meeting with FDA Set for April 2 CTx-1301 is the First, True, Once-Daily Stimulant Medication to Treat ADHD Over the Entire Active Day KANSAS CITY, Kan., March 04, 2025 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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 released Phase 3 safety data for its lead asset CTx-1301 (dexmethylphenidate) for the treatment of Attention Deficit Hyperactivity Disorder (ADHD). The data readout includes safety data from two Phase 3 pediatric and adol

    $CING
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Final Study Completed for Cingulate's Lead Asset CTx-1301

    No Serious Adverse Events ReportedSubmission of New Drug Application Targeted for Mid 2025 KANSAS CITY, Kan., Jan. 07, 2025 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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, announced today that it has completed its final FDA-required study, which is a food effect study, for CTx-1301 (dexmethylphenidate) for the treatment of Attention Deficit Hyperactivity Disorder (ADHD). The subjects in the study were given a single 50mg dose of CTx-1301, Cingulate's highest dosage, to determine if the me

    $CING
    Biotechnology: Pharmaceutical Preparations
    Health Care

$CING
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$CING
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

See more

$CING
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$CING
SEC Filings

See more

$CING
Leadership Updates

Live Leadership Updates

See more
  • Cingulate Appoints Jay Roberts, Bryan Lawrence, and Jeff Ervin to its Board of Directors

    KANSAS CITY, Kan., Feb. 13, 2024 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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, announced today that it has appointed three new directors to its board: Jay Roberts, Bryan Lawrence, and Jeff Ervin. The appointment of the new directors follows the completion of the Company's recent follow-on offering of $7.5 million in February 2024, sales under the Company's at-the-market offering (ATM) facility in January 2024 of $3.2 million, as well as the conversion of $3.3 million of outstanding debt i

    $BACK
    $CING
    Medical Specialities
    Health Care
    Biotechnology: Pharmaceutical Preparations

$CING
Financials

Live finance-specific insights

See more
  • Cingulate Reports Third Quarter 2024 Financial Results Reflecting $19.5 Million Increase in Working Capital to Advance ADHD Drug to Market

    KANSAS CITY, Kan., Nov. 07, 2024 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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 announced its financial results for the three months ended September 30, 2024, and provided a clinical and business update. "The capital raised this quarter has allowed us to focus on advancing the remaining activities required for NDA submission of our lead ADHD asset, CTx-1301, targeted for mid 2025," said Cingulate Chairman and CEO Shane J. Schaffer. "The granting of European patents for CTx-1301 in up to

    $CING
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Cingulate Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Clinical and Business Update

    CTx-1301 Phase 3 Adult Dose-Optimization Study Ongoing; Results Expected 3Q 2023 Positive Top-Line Data from CTx-1301 Fed/Fast Study Announced, Full Results Submitted for Presentation at Forthcoming Medical Meeting CTx-1301 Pivotal Phase 3 Trial in Pediatric/Adolescent Patients Planned to Begin Mid-2023 KANSAS CITY, Kan., March 10, 2023 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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 announced its financial results for the three and 12 months ended December 31, 2022, and provided a clin

    $CING
    Biotechnology: Pharmaceutical Preparations
    Health Care
  • Cingulate Inc. Reports Third Quarter 2022 Financial Results and Provides Clinical and Business Update

    Phase 3 Trial Initiation for Lead ADHD Candidate CTx-1301 in December 2022 Executed Manufacturing Agreement with Societal CDMO 2022 Psych Congress Presentation Demonstrated Ability of Anxiety Candidate CTx-2103 to Deliver a Single Administration of Triple-Release Buspirone KANSAS CITY, Kan., Nov. 14, 2022 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING), 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 announced its financial results for the quarter ended September 30, 2022 and provided a clinical and business update. Highlights include

    $CING
    $SCTL
    Biotechnology: Pharmaceutical Preparations
    Health Care

$CING
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more