CING.NASDAQCingulate INC

S-1/A: Cingulate Inc. Files Amendment to Registration Statement to Correct Typographical Error

Sentiment:

S-1/A (Registration Statement Amendment)

📋All filings for Cingulate INC
🔒Login to Follow

Cingulate Inc. filed an amendment to its registration statement to correct a typographical error in the auditor consent filed as an exhibit.

Capital raiseThe company has the right to sell to Lincoln Park up to $12.0 million in shares of common stock over a 36-month period.The company issued 1,535 Commitment Shares to Lincoln Park as consideration for its commitment to purchase shares under the LP Purchase Agreement.On August 11, 2023, the Company entered into a Securities Purchase Agreement with Werth Family Investment Associates LLC, and issued 7,597 shares of the Company's common stock at a purchase price per share of $131.64, for aggregate gross proceeds to the Company of approximately $1.0 million.WFIA agreed to convert $5,000,000 under the Amended and Restated Note plus all accrued interest thereon, or $5,812,500, into pre-funded warrants to purchase 28,493 shares of common stock, at a conversion price per Pre-Funded Warrant of $204.00.WFIA agreed to convert the remaining $3.0 million of principal under the WFIA Note plus all accrued interest thereon, or $3,287,500, into pre-funded warrants to purchase 57,254 shares of our common stock, at a conversion price per January WFIA Pre-Funded Warrant of 57.42.

Summary

  • Cingulate Inc. has filed Amendment No. 1 to its Registration Statement on Form S-1 to correct a typographical error.
  • The error was located in the auditor consent filed as Exhibit 23.1 in the original registration statement filed on September 26, 2024.
  • The amendment includes the facing page, explanatory note, Part II of the Registration Statement, the exhibit index, and a corrected Exhibit 23.1.
  • The prospectus remains unchanged and is omitted from this filing.
  • The document details other expenses of issuance and distribution, estimated at $130,000, including SEC registration fees, accountant fees, and legal fees.
  • It also covers indemnification of directors and officers, recent sales of unregistered securities, and exhibits.
  • Recent sales of unregistered securities include issuances of common stock and warrants to Werth Family Investment Associates LLC (WFIA) and Lincoln Park Capital Fund, LLC.
  • The company has also issued shares to consultants and entered into an inducement offer letter agreement with warrant holders.
  • The document includes undertakings related to filing post-effective amendments and liability under the Securities Act of 1933.

Sentiment

Score: 6

Explanation: The document is a technical amendment, so the sentiment is neutral. However, the reliance on private placements and warrant conversions suggests potential financial constraints, which tempers any positive outlook.

Positives

  • The company is taking steps to ensure the accuracy of its filings by correcting a typographical error in the auditor consent.

Risks

  • The company's reliance on private placements and note conversions to raise capital may indicate difficulty accessing traditional funding sources.
  • Indemnification agreements with directors and officers could expose the company to significant financial liabilities.

Future Outlook

The approximate date of commencement of proposed sale to the public will be from time to time after this registration statement becomes effective, as determined by the selling stockholder.

Industry Context

This filing is a routine amendment to a registration statement, which is common in the pharmaceutical industry as companies seek to raise capital and navigate regulatory requirements.

Comparison to Industry Standards

  • The indemnification provisions described are standard practice for Delaware corporations.
  • The private placements and warrant offerings are common methods for small to mid-sized biotech companies to raise capital, especially those still in the development stage like Cingulate.
  • Comparable companies that have utilized similar financing strategies include companies such as Athersys and Ocugen.

Related Party Transactions

  • Peter J. Werth, a member of the Company's Board of Directors, is the manager of Werth Family Investment Associates LLC (WFIA), which has engaged in multiple transactions with the company.

Stakeholder Impact

  • Shareholders may experience dilution due to the issuance of new shares and warrants.
  • The company's ability to raise capital will impact its ability to fund research and development and commercialization efforts.

Next Steps

  • The registration statement will need to become effective before the selling stockholder can commence sales.
  • The company will need to file post-effective amendments as required by the Securities Act of 1933.

Key Dates

DateDescription
August 8, 2018Patent and Know-How License Agreement between BDD Pharma Limited, Cingulate Therapeutics LLC and Drug Delivery International Limited
July 19, 2021Company issued one share of its common stock to Cingulate Therapeutics, LLC for $0.024.
August 30, 2021Agreement and Plan of Merger, among Cingulate, Inc., Cingulate Therapeutics LLC, and Cingulate Pharma LLC
September 23, 2021Employment Agreements dated between Cingulate Therapeutics LLC and Shane J. Schaffer, Matthew N. Brams, Laurie A. Myers, Craig S. Gilgallon, Louis G. Van Horn, and Raul R. Silva
September 26, 2021Original filing date of the Registration Statement on Form S-1 (File No. 333-282358).
September 29, 2021Company issued 29,762 shares of its common stock to the former holders of units of Cingulate Therapeutics LLC in connection with the Reorganization Merger.
March 28, 2022Amended and Restated Bylaws of Cingulate Inc.
April 1, 2022Amendment to Employment Agreement, effective April 1, 2022, between Cingulate Therapeutics LLC and Raul R. Silva
May 9, 2023Cingulate Therapeutics LLC amended and restated the August Note to increase the principal amount to $8.0 million.
April 24, 2023Company completed a private placement to Lincoln Park Capital Fund, LLC.
August 11, 2023Company entered into a Securities Purchase Agreement with Werth Family Investment Associates LLC, and issued 7,597 shares of the Company's common stock.
September 8, 2023Company and CTx entered into a note conversion agreement with WFIA.
December 1, 2023Company issued 96 shares of common stock to a consultant.
December 29, 2023Amendment to Employment Agreement, effective December 29, 2023, between Cingulate Therapeutics, LLC and Raul A. Silva
January 1, 2024Amendment to Employment Agreement, effective January 1, 2024, between Cingulate Therapeutics, LLC and Matthew N. Brams
January 25, 2024Cingulate Inc. and CTx entered into a Note Conversion Agreement with WFIA.
February 1, 2024Company issued 596 shares of common stock to a consultant.
February 6, 2024Issuance of Existing Warrants to purchase up to an aggregate of 265,625 shares of its common stock.
March 25, 2024Company issued to WFIA an additional pre-funded warrant to purchase 588 shares of common stock.
April 1, 2024Date of KPMG LLP's report with respect to the consolidated financial statements of Cingulate Inc.
June 10, 2024Company issued 11,652 shares of common stock to a consultant.
June 28, 2024Company entered into an inducement offer letter agreement with certain holders of existing warrants.
September 26, 2024Date of KPMG LLP's consent of independent registered public accounting firm.
October 3, 2024Date of the signature of the registration statement amendment.

Keywords

registration statement, amendment, securities, common stock, warrants, private placement, Cingulate Inc., WFIA, Lincoln Park, indemnification

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.