Cingulate Inc. Raises $1.5M via Convertible Notes

TL;DR

Cingulate just raised $1.5M from an accredited investor via convertible notes and warrants.

AI Summary

On December 20, 2024, Cingulate Inc. entered into a material definitive agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of approximately $1.5 million worth of convertible promissory notes and warrants. The company also entered into a Registration Rights Agreement related to these securities.

Why It Matters

This financing provides Cingulate Inc. with additional capital, which could be crucial for its ongoing operations and development of its pharmaceutical products.

Risk Assessment

Risk Level: medium — The company is raising capital through convertible notes, which can dilute existing shareholders, and the success of the company is tied to the development and approval of its pharmaceutical products.

Key Numbers

• $1.5M — Capital Raised (Through sale of convertible promissory notes and warrants)

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• December 20, 2024 (date) — Date of earliest event reported
• $1.5 million (dollar_amount) — Amount raised through convertible promissory notes and warrants
• Securities Purchase Agreement (agreement) — Material definitive agreement entered into
• Registration Rights Agreement (agreement) — Related agreement entered into

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CING The Nasdaq Stock Mar
• $5,480,000 — sory note (the "Note") in the amount of $5,480,000 (the "Principal Amount"). The Principal
• $450,000 — includes an original issue discount of $450,000. In exchange for the Note, Lender paid
• $5,000,000 — e Note, Lender paid a purchase price of $5,000,000 in cash (the "Purchase Price"). The Not
• $550,000 — of the Note, not to exceed an amount of $550,000 per month. In the event the Note is out

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex4-1.htm (EX-4.1) — 49KB
• ex10-1.htm (EX-10.1) — 147KB
• ex10-2.htm (EX-10.2) — 69KB
• ex99-1.htm (EX-99.1) — 11KB
• 0001493152-24-051196.txt ( ) — 621KB
• cing-20241220.xsd (EX-101.SCH) — 4KB
• cing-20241220_def.xml (EX-101.DEF) — 29KB
• cing-20241220_lab.xml (EX-101.LAB) — 36KB
• cing-20241220_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): December 20, 2024 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. 47 th Place Kansas (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 Material Definitive Agreement. On December 20, 2024, Cingulate, Inc. (the "Company"), entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company ("Lender"), pursuant to which the Company issued and sold to Lender an unsecured promissory note (the "Note") in the amount of $5,480,000 (the "Principal Amount"). The Principal Amount includes an original issue discount of $450,000. In exchange for the Note, Lender paid a purchase price of $5,000,000 in cash (the "Purchase Price"). The Note bears interest at a rate of 9% per annum and matures 18 months after its issuance date. The Company intends to use the net proceeds from the sale of the Note for working capital and other general corporate purposes. The Company's wholly-owned subsidiaries Cingulate Therapeutics LLC and Cingulate Works, Inc., provided a guarantee (the "Guaranty") of the Company's obligations to Lender under the Note and the other transaction documents. From time to time, beginning on July 2, 2025, Lender may redeem a portion of the Note, not to exceed an amount of $550,000 per month. In the event the Note is outstanding on the 90-day anniversary of the effective date of the Note, the Company will be charged a monitoring fee equal to the outstanding balance on such date divided by 0.85 less the outstanding balance on such date. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the outstanding balance of the Note at any time. The Note provides for customary events of default (each as defined in the Note, an "Event of Default"), including, among other things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified cure period, a cross-default to certain other indebtedness and material agreements of the Company, and the occurrence of a bankruptcy, insolvency or similar event affecting the Company. Upon the occurrence of an Event of Default that is deemed a "Major Trigger Event" as defined in the Note, Lender may increase the outstanding balance of the Note by 15%, and upon the occurrence of an Event of Default that is deemed a "Minor Trigger Event" as defined in the Note, Lender may increase the outstanding balance of the Note by 5%. Lender can exercise its right to increase the outstanding balance upon a Major or Minor Trigger Event three times each. Upon the occurrence of an Event of Default, Lender may declare all amounts owed under the Note immediately due and payable. In addition, upon the occurrence of an Event of Default, upon the election of Lender, interest shall begin accruing on the outstanding balance of the Note from

View Full Filing

View this 8-K filing on SEC EDGAR