Cingulate Inc. Files S-1 for Potential Public Offering

TL;DR

<b>Cingulate Inc. has filed an S-1 registration statement, indicating preparations for a public offering.</b>

AI Summary

Cingulate Inc. (CINGW) filed a IPO Registration (S-1) with the SEC on January 12, 2024. Cingulate Inc. filed an S-1 form with the SEC on January 12, 2024. The company is incorporated in Delaware and has its fiscal year end on December 31. Its principal business address is located at 1901 W. 47th Place, Kansas City, KS 66205. The filing is related to the Securities Act of 1933. Cingulate Inc. operates in the Pharmaceutical Preparations industry (SIC code 2834).

Why It Matters

For investors and stakeholders tracking Cingulate Inc., this filing contains several important signals. This S-1 filing is a crucial step for Cingulate Inc. as it signals the company's intent to raise capital through a public offering, potentially providing funds for research, development, and expansion. The filing provides the public with detailed information about the company's business, financial condition, and risks, allowing potential investors to make informed decisions.

Risk Assessment

Risk Level: medium — Cingulate Inc. shows moderate risk based on this filing. The company is in the pharmaceutical industry, which is subject to significant regulatory hurdles, lengthy development cycles, and high failure rates for new drugs, posing substantial risks to its business prospects and the success of any public offering.

Analyst Insight

Monitor Cingulate Inc.'s S-1 filing for details on its drug pipeline, clinical trial progress, and financial projections to assess its investment potential.

Key Numbers

• 2024-01-12 — Filing Date (Date the S-1 filing was submitted)
• S-1 — Form Type (Type of SEC filing)
• 333-276502 — SEC File Number (Associated SEC file number)
• 24532719 — Film Number (Associated film number)

Key Players & Entities

• Cingulate Inc. (company) — Filer of the S-1 document
• SEC (regulator) — Recipient of the S-1 filing
• 1933 Act (regulatory) — The act under which the S-1 is filed
• 2834 (industry) — Standard Industrial Classification for Pharmaceutical Preparations
• Kansas City, KS (location) — Location of Cingulate Inc.'s business address

Forward-Looking Statements

• Cingulate Inc. will successfully complete a public offering to raise capital. (Cingulate Inc.) — medium confidence, target: 2024-06-30
• The capital raised will primarily be allocated to advancing its pharmaceutical pipeline. (Cingulate Inc.) — high confidence, target: 2025-01-01

FAQ

Risk Factors

• Regulatory Risks in Pharmaceutical Development [high — regulatory]: The pharmaceutical industry is heavily regulated, and Cingulate Inc. faces risks associated with obtaining regulatory approvals for its products, which can be lengthy and uncertain.
• Need for Future Financing [high — financial]: Cingulate Inc. will likely require significant additional capital to fund its ongoing operations, research and development activities, and potential commercialization efforts.
• Competition in the Pharmaceutical Market [medium — market]: The company operates in a highly competitive market with established pharmaceutical companies and emerging biotechs, posing a risk to market penetration and product adoption.

Industry Context

Cingulate Inc. operates within the pharmaceutical preparations sector, focusing on the development of novel therapeutic agents. This industry is characterized by extensive research and development, rigorous clinical trials, and significant regulatory oversight.

Regulatory Implications

The company's operations are subject to stringent regulations from bodies like the FDA, governing drug development, manufacturing, and marketing. Compliance with these regulations is critical for product approval and market access.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and risk factors.
2. Analyze Cingulate Inc.'s drug pipeline and clinical trial status.
3. Monitor future SEC filings for updates on the company's progress towards an IPO.

Key Dates

• 2024-01-12: S-1 Filing — Indicates intent for public offering and provides detailed company information.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing to compare against for changes in financial status or disclosures.

Key Financial Figures

• $0.0001 — up to shares of common stock, par value $0.0001 per share, together with Series A warra
• $0.125 — hare under Nasdaq rule 5635(d) plus (b) $0.125 per whole share of common stock underly
• $0 — ur common stock at an exercise price of $0.0001, which we refer to as the "pre-fun
• $6.85 — stock on Nasdaq on January 11, 2024 was $6.85 per share. There is no established publ
• $50,000 — accountable expenses in an amount up to $50,000, legal fees and expenses in the amount
• $100,000 — ees and expenses in the amount of up to $100,000, and for its clearing expenses in the a
• $15,950 — its clearing expenses in the amount of $15,950. In addition, we have agreed to issue t
• $23 billion — ith an estimated US market size of over $23 billion as of November 2023, of which $18.6 bil
• $18.6 billion — 3 billion as of November 2023, of which $18.6 billion is attributable to stimulants. Stimulan
• $16 billion — t for ADHD and constitute approximately $16 billion of the overall ADHD market spend and ac
• $3,115,303 — e "ATM Agreement"), for net proceeds of $3,115,303 (the "ATM Sales"). Reverse Stock Spli
• $2.5 million — mum stockholders' equity requirement of $2.5 million under the Nasdaq Stock Market Listing R
• $8 million — eve that we need to raise approximately $8 million of additional capital to comply with th
• $1.00 — ment to maintain a minimum bid price of $1.00 per share for continued listing on Nasd

Filing Documents

• forms-1.htm (S-1) — 3551KB
• ex3-1.htm (EX-3.1) — 24KB
• ex10-26.htm (EX-10.26) — 15KB
• ex10-27.htm (EX-10.27) — 13KB
• ex23-1.htm (EX-23.1) — 7KB
• ex107.htm (EX-FILING FEES) — 25KB
• ex3-1_001.jpg (GRAPHIC) — 32KB
• ex3-1_002.jpg (GRAPHIC) — 82KB
• ex3-1_003.jpg (GRAPHIC) — 109KB
• ex3-1_004.jpg (GRAPHIC) — 93KB
• ex3-1_005.jpg (GRAPHIC) — 95KB
• ex3-1_006.jpg (GRAPHIC) — 118KB
• ex3-1_007.jpg (GRAPHIC) — 96KB
• ex3-1_008.jpg (GRAPHIC) — 110KB
• ex3-1_009.jpg (GRAPHIC) — 43KB
• ex3-1_010.jpg (GRAPHIC) — 16KB
• forms-1_016.jpg (GRAPHIC) — 9KB
• forms-1_001.jpg (GRAPHIC) — 47KB
• forms-1_003.jpg (GRAPHIC) — 60KB
• forms-1_004.jpg (GRAPHIC) — 53KB
• forms-1_005.jpg (GRAPHIC) — 42KB
• forms-1_006.jpg (GRAPHIC) — 32KB
• forms-1_007.jpg (GRAPHIC) — 38KB
• forms-1_008.jpg (GRAPHIC) — 20KB
• forms-1_009.jpg (GRAPHIC) — 24KB
• forms-1_010.jpg (GRAPHIC) — 29KB
• forms-1_011.jpg (GRAPHIC) — 31KB
• forms-1_012.jpg (GRAPHIC) — 59KB
• forms-1_014.jpg (GRAPHIC) — 38KB
• forms-1_015.jpg (GRAPHIC) — 49KB
• forms-1_017.jpg (GRAPHIC) — 9KB
• therapy_001.jpg (GRAPHIC) — 30KB
• trial_001.jpg (GRAPHIC) — 136KB
• ex23-1_001.jpg (GRAPHIC) — 10KB
• 0001493152-24-002224.txt (&nbsp;) — 12858KB
• cing-20230930.xsd (EX-101.SCH) — 61KB
• cing-20230930_cal.xml (EX-101.CAL) — 78KB
• cing-20230930_def.xml (EX-101.DEF) — 260KB
• cing-20230930_lab.xml (EX-101.LAB) — 435KB
• cing-20230930_pre.xml (EX-101.PRE) — 365KB
• forms-1_htm.xml (XML) — 1304KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 57 MARKET PRICE AND DIVIDEND INFORMATION 58

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 99

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 114 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 116 MANAGEMENT 118 EXECUTIVE AND DIRECTOR COMPENSATION 120

USE OF PROCEEDS

USE OF PROCEEDS 127

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 129

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 132 PLAN OF DISTRIBUTION 136 LEGAL MATTERS 139 EXPERTS 139 WHERE YOU CAN FIND MORE INFORMATION 140 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. i PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the "Risk Factors" section in this prospectus. If any of the risks materialize, our business, financial condition, operating results, and prospects could be materially and adversely affected. In that event, the price of our securities could decline, and you could lose part or all of your investment. Unless we state otherwise or the context otherwise requires, the terms "we," "us," "our," "our business," "the Company" and "Cingulate" refer to and similar references refer: (1) on or following the consummation of the Reorganization Merger (as defined below), including our initial public offering, to Cingulate Inc. and its consolidated subsidiaries, including Cingulate Therapeutics LLC, or CTx; and (2) prior to the consummatio

View Full Filing

View this S-1 filing on SEC EDGAR