Cingulate Inc. Files S-1 for Stock Offering

TL;DR

Cingulate Inc. is filing an S-1 to sell stock, get ready for a potential capital raise.

AI Summary

Cingulate Inc. filed an S-1 registration statement with the SEC on May 17, 2024, to register an indeterminate amount of common stock to be offered from time to time. The company, based in Kansas City, KS, is in the pharmaceutical preparations industry and is incorporated in Delaware. Shane J. Schaffer is the CEO.

Why It Matters

This S-1 filing indicates Cingulate Inc. is preparing to sell additional shares of its stock to the public, which could impact its share price and provide capital for operations.

Risk Assessment

Risk Level: medium — S-1 filings are typically made by companies seeking to raise capital through stock offerings, which inherently carry market and execution risks.

Key Numbers

• 333-279515 — SEC File Number (Identifies this specific registration statement)
• 2834 — SIC Code (Indicates industry classification (Pharmaceutical Preparations))

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• Shane J. Schaffer (person) — Chief Executive Officer
• Kansas City, KS (location) — Principal Executive Offices
• Delaware (location) — State of Incorporation
• May 17, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share, by Lincoln Park Capital Fund
• $11,395,028.72 — wever, we may receive proceeds of up to $11,395,028.72 from our sale of Purchase Shares, if an
• $0.79 — mon stock on Nasdaq on May 16, 2024 was $0.79 per share. The last reported sale price
• $0.025 — warrants on Nasdaq on May 15, 2024 was $0.025 per warrant. We are an “emergin
• $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
• $12.0 million — l to Lincoln Park up to an aggregate of $12.0 million of our common stock from time to time o
• $604,971.28 — ase Agreement (of which an aggregate of $604,971.28 of shares of common stock have already
• $604,971 — pectus, for aggregate gross proceeds of $604,971.28, and (ii) 18,402 shares Commitment S
• $500,000 — ale, subject to a maximum commitment of $500,000 per purchase, which we refer to in this
• $1.235 billion — h Company As a company with less than $1.235 billion in revenue during our most recently com

Filing Documents

• forms-1.htm (S-1) — 469KB
• ex5-1.htm (EX-5.1) — 10KB
• ex23-1.htm (EX-23.1) — 7KB
• ex107.htm (EX-FILING FEES) — 12KB
• forms-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• ex23-1_001.jpg (GRAPHIC) — 2KB
• 0001493152-24-020472.txt ( ) — 516KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 9 THE LINCOLN PARK TRANSACTION 10

DILUTION

DILUTION 17 SELLING STOCKHOLDER 18

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 19 PLAN OF DISTRIBUTION 22 LEGAL MATTERS 24 EXPERTS 24 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 WHERE YOU CAN FIND MORE INFORMATION 26 ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the selling stockholder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the selling stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. 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. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States. 1 PROSPECTUS SUMMARY This summary highlights information contained

View Full Filing

View this S-1 filing on SEC EDGAR