Cingulate Inc. Files S-1 for Public Stock Offering

TL;DR

Cingulate Inc. just filed an S-1, prepping to sell stock to the public. Big news for funding.

AI Summary

Cingulate Inc. filed an S-1 registration statement on September 26, 2024, to register an unspecified number of shares of its common stock. The company, headquartered in Kansas City, KS, is in the pharmaceutical preparations industry. This filing indicates their intent to offer securities to the public, likely for fundraising purposes.

Why It Matters

This S-1 filing signals Cingulate Inc.'s intention to raise capital by selling stock to the public, which could fund its operations, research, and development in the pharmaceutical sector.

Risk Assessment

Risk Level: medium — As a pharmaceutical company filing an S-1, Cingulate Inc. is likely seeking significant funding, which carries inherent risks related to market conditions, regulatory approvals, and competitive pressures.

Key Numbers

• 2834 — SIC Code (Indicates Cingulate Inc. operates in Pharmaceutical Preparations.)
• 86-3825535 — IRS Number (Identifies Cingulate Inc. for tax purposes.)

Key Players & Entities

• Cingulate Inc. (company) — Registrant
• Shane J. Schaffer (person) — Chief Executive Officer
• Michael J. Lerner, Esq. (person) — Legal Counsel
• Steven M. Skolnick, Esq. (person) — Legal Counsel
• Lowenstein Sandler LLP (company) — Legal Firm
• September 26, 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
• $4,713,220.68 — wever, we may receive proceeds of up to $4,713,220.68 from our sale of Purchase Shares, if an
• $5.01 — ock on Nasdaq on September 24, 2024 was $5.01 per share. The last reported sale price
• $0.0643 — nts on Nasdaq on September 24, 2024 was $0.0643 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
• $7,286,779.32 — ase Agreement (of which an aggregate of $7,286,779.32 of shares of common stock have already
• $7,286,779 — pectus, for aggregate gross proceeds of $7,286,779.32, and (ii) 1,535 shares Commitment Sh
• $500,000 — ale, subject to a maximum commitment of $500,000 per purchase, which we refer to in this

Filing Documents

• forms-1.htm (S-1) — 491KB
• ex5-1.htm (EX-5.1) — 10KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 12KB
• c-logo.jpg (GRAPHIC) — 31KB
• ex5-1_001.jpg (GRAPHIC) — 52KB
• ex5-1_002.jpg (GRAPHIC) — 33KB
• 0001493152-24-038400.txt ( ) — 677KB

RISK FACTORS

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

USE OF PROCEEDS

USE OF PROCEEDS 16

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 con

View Full Filing

View this S-1 filing on SEC EDGAR