Werth Amends Cingulate Inc. Ownership Filing

TL;DR

Werth updated his Cingulate Inc. stake filing - watch for ownership changes.

AI Summary

Peter J. Werth filed an amendment (No. 10) to Schedule 13D on April 12, 2024, regarding Cingulate Inc. The filing indicates a change in beneficial ownership of the company's common stock. The specific details of the change in ownership, including the number of shares and percentage, are not fully detailed in the provided header information.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Cingulate Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's position, which can lead to volatility.

Key Players & Entities

• Cingulate Inc. (company) — Subject Company
• Peter J. Werth (person) — Filing Person
• Shane J. Schaffer (person) — Authorized Person

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securiti
• $1.18 — e exercise price of the stock option is $1.18 per share and the stock option expires
• $3,648 — Werth in lieu of cash retainer fees of $3,648. On January 25, 2024, the Issuer and
• $3,287,500 — anding Interest (as defined below)), or $3,287,500, under the Amended and Restated Promiss
• $4.785 — version price per pre-funded warrant of $4.785. Due to a calculation error, $33,750 of
• $33,750 — of $4.785. Due to a calculation error, $33,750 of interest (the “Outstanding Int
• $0.002 — of Common Stock at an exercise price of $0.002 per share. Werth Associates used invest

Filing Documents

• formsc13da.htm (SC 13D/A) — 64KB
• 0001493152-24-014506.txt ( ) — 65KB

From the Filing

SC 13D/A 1 formsc13da.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* 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. 47 th Place Kansas Telephone Number (913) 942-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 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): 19.48%* 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 6,046,479 shares of Common Stock issued and outstanding as of April 12, 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): 19.45%** 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 6,046,479 shares of Common Stock issued and outstanding as of April 12, 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 N

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