Cingulate Inc. — Major Shareholding Notification 2024

Aug 21, 2024

SC 13D/A 1 formsc13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

| 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
City, KS 66205 Telephone
Number (913) 942-2300 |
| (Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
| August
16, 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.

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| 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): 5.68% |
| 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 1,729,419 shares of Common Stock issued and outstanding as of August 16, 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.

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| 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): 5.67% |
| 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 1,729,419 shares of Common Stock issued and outstanding as of August 16, 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.

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Explanatory Note

This Amendment No. 16 (this “ Amendment ”) amends and supplements the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on December 20, 2021, as amended on December 23, 2022, July 25, 2023, August 14, 2023, September 18, 2023, November 8, 2023, January 4, 2024, January 29, 2024, February 9, 2024, February 28, 2024, April 12, 2024, May 28, 2024, June 7, 2024, June 27, 2024, July 2, 2024 and July 16, 2024 (the “ Schedule 13D ”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

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.

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Item 5. Interest in Securities of the Issuer .

The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 1,729,419 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 16, 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.

As of the date hereof, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Werth may be deemed to beneficially own 98,242 shares of Common Stock of 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 Associates.

Except as described herein, during the past sixty (60) days on or prior to the date hereof, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 20, 2024
By:	/s/
Peter J. Werth*
	Peter
J. Werth
WERTH
FAMILY INVESTMENT ASSOCIATES LLC
By:	Peter
J. Werth, its Manager
By:	/s/
Peter J. Werth
Name:	Peter
J. Werth
Title:	Manager

• This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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