Cingulate Inc. Files SC 13D/A Amendment

TL;DR

Cingulate Inc. (CGT) filed a 13D/A amendment. Keep an eye on ownership changes.

AI Summary

On August 28, 2024, Cingulate Inc. filed an amendment (No. 17) to its Schedule 13D. This filing relates to the company's common stock. The filing was made by Peter J. Werth and Shane J. Schaffer, CEO of Cingulate Inc., who is authorized to receive notices. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates a change or update in the ownership or control of Cingulate Inc. by significant shareholders, which could impact the stock's future performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant changes in a company's ownership structure or potential activist investor involvement, which can introduce volatility.

Key Numbers

• 17 — Amendment Number (Indicates this is the 17th update to the filing.)

Key Players & Entities

• Cingulate Inc. (company) — Subject Company
• Peter J. Werth (person) — Filing Person
• Shane J. Schaffer (person) — CEO and Authorized Person
• 1901 W. 47TH PLACE, KANSAS CITY, KS 66205 (address) — Business and Mail Address
• August 28, 2024 (date) — Date of Event Requiring Filing

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securiti

Filing Documents

• formsc13da.htm (SC 13D/A) — 61KB
• 0001493152-24-034660.txt ( ) — 62KB

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. 17)* Cingulate Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17248W303 (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) August 28, 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. 17248W303 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: 213* Shares Beneficially 8. Shared Voting Power: 98,029* Owned by Each Reporting 9. Sole Dispositive Power: 213* Person With 10. Shared Dispositive Power: 98,029* 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98,242* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): 13. Percent of Class Represented by Amount in Row (11): 4.51%* 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 98,242 shares of common stock, par value $0.0001 per share (the “ Common Stock ”), of Cingulate Inc. (the “ Issuer ”) consisting of (i) 92 shares of Common Stock and stock options to purchase 121 shares of Common Stock held directly by Mr. Werth and (ii) 97,994 shares of Common Stock and warrants to purchase up to 35 shares of Common Stock held directly by Werth Family Investment Associates LLC (“ Werth Associates ”) where Mr. Werth serves as Manager. Excludes 1,583 shares of Common Stock underlying unvested stock options held directly by Mr. Werth. The foregoing reported beneficial ownership percentage is based upon 2,179,755 shares of Common Stock issued and outstanding as of August 28, 2024. The number of shares of Common Stock issued and outstanding reflects the 1-for-20 and 1-for-12 reverse stock splits of the Issuer’s issued and outstanding shares of Common Stock, which became effective on November 30, 2023 and August 9, 2024, respectively. CUSIP No. 17248W303 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: 98,029** Owned by Each Reporting 9. Sole Dispositive Power: 0 Person With 10. Shared Dispositive Power: 98,029** 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98,029** 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): 13. Percent of Class Represented by Amount in Row (11): 4.50%** 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 98,029 shares of common stock, par value $0.0001 per share (the “ Common Stock ”), of Cingulate Inc. (the “ Issuer ”), consisting of 97,994 shares of Common Stock and warrants to purchase up to 35 shares of Common Stock. The foregoing reported beneficial ownership percentage is based upon 2,179,755 shares of Common Stock issued and outstanding as of August 28, 2024. The number of shares of Common Stock issued and outstanding reflects the 1-for-20 and 1-for-12 reverse stock splits of the Issuer’s issued and outstanding shares of Common Stock, whic

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View this SC 13D/A filing on SEC EDGAR