Werth Family Investment Associates LLC

SEC source: 0001493152-24-014504 · ownership.xml · derivative · entry 5

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 0

Underlying: Common Stock · 694,096 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: 687,043 of the pre-funded warrants were issued and immediately exercisable on January 25, 2024, and 7,053 of the pre-funded warrants were issued and immediately exercisable on March 25, 2024.

F3 · derivative.expiration_date: The pre-funded warrants have no expiration date.

F1 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-24-014504 · ownership.xml · derivative · entry 4

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 0

Underlying: Common Stock · 341,912 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The number of pre-funded warrants and shares and the exercise price reflect 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.

F2 · shares: The number of pre-funded warrants and shares and the exercise price reflect 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.

F3 · derivative.expiration_date: The pre-funded warrants have no expiration date.

F2 · derivative.underlying_shares: The number of pre-funded warrants and shares and the exercise price reflect 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.

F1 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-24-014504 · ownership.xml · nonDerivative · entry 2

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 1,175,925

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-24-014504 · ownership.xml · nonDerivative · entry 1

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 481,829

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-24-011578 · ownership.xml · derivative · entry 1

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 694,096

Underlying: Common Stock · 7,053 shares

Expires not disclosed

F1 · kind: On January 25, 2024, the Issuer and Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, entered into a Note Conversion Agreement with Werth Family Investment Associates LLC ("WFIA"), pursuant to which WFIA agreed to convert the remaining principal amount plus all accrued interest thereon (other than the Outstanding Interest (as defined below)), or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023 (the "Note"), that CTx issued to WFIA into pre-funded warrants to purchase 687,043 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $4.785. Due to a calculation error, $33,750 of interest (the "Outstanding Interest") on the remaining principal amount of the Note remained as of January 25, 2024. The Outstanding Interest was converted into additional pre-funded warrants to purchase 7,053 shares of common stock of the Issuer at a conversion price per pre-funded warrant of $4.785.

F1 · price: On January 25, 2024, the Issuer and Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, entered into a Note Conversion Agreement with Werth Family Investment Associates LLC ("WFIA"), pursuant to which WFIA agreed to convert the remaining principal amount plus all accrued interest thereon (other than the Outstanding Interest (as defined below)), or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023 (the "Note"), that CTx issued to WFIA into pre-funded warrants to purchase 687,043 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $4.785. Due to a calculation error, $33,750 of interest (the "Outstanding Interest") on the remaining principal amount of the Note remained as of January 25, 2024. The Outstanding Interest was converted into additional pre-funded warrants to purchase 7,053 shares of common stock of the Issuer at a conversion price per pre-funded warrant of $4.785.

F2 · derivative.expiration_date: The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding shares of common stock of the Issuer.

F3 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-24-004170 · ownership.xml · derivative · entry 1

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 687,043

Underlying: Common Stock · 687,043 shares

Expires not disclosed

F1 · kind: On January 25, 2024, the Issuer and Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, entered into a Note Conversion Agreement with Werth Family Investment Associates LLC ("WFIA"), pursuant to which WFIA agreed to convert the remaining principal amount plus all accrued interest thereon, or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023, that CTx issued to WFIA into pre-funded warrants to purchase 687,043 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $4.785.

F1 · price: On January 25, 2024, the Issuer and Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, entered into a Note Conversion Agreement with Werth Family Investment Associates LLC ("WFIA"), pursuant to which WFIA agreed to convert the remaining principal amount plus all accrued interest thereon, or $3,287,500, under the Amended and Restated Promissory Note, dated May 9, 2023, that CTx issued to WFIA into pre-funded warrants to purchase 687,043 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $4.785.

F2 · derivative.expiration_date: The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding shares of common stock of the Issuer.

F3 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-23-032275 · ownership.xml · derivative · entry 1

Werth Peter J. · CIK 0001883257 · Director · 10% owner

Werth Family Investment Associates LLC · CIK 0001885004 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Werth Family Investment Associates LLC

Disclosed balance after: 6,838,235

Underlying: Common Stock · 6,838,235 shares

Expires not disclosed

F1 · kind: On August 9, 2022, Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, issued a Promissory Note (the "Original Note") to Werth Family Investment Associates LLC ("WFIA") with a principal amount of $5,000,000 (the "Original Principal Amount"), and on May 9, 2023, CTx issued an Amended and Restated Promissory Note (the "A&R Note") increasing the principal amount under the Original Note by $3,000,000 to $8,000,000. On September 8, 2023, the Issuer and CTx entered into a Note Conversion Agreement (the "Note Conversion Agreement") with WFIA, pursuant to which WFIA agreed to convert the Original Principal Amount under the A&R Note plus all accrued interest thereon, or $5,812,500, into pre-funded warrants to purchase 6,838,235 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $0.85

F1 · price: On August 9, 2022, Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, issued a Promissory Note (the "Original Note") to Werth Family Investment Associates LLC ("WFIA") with a principal amount of $5,000,000 (the "Original Principal Amount"), and on May 9, 2023, CTx issued an Amended and Restated Promissory Note (the "A&R Note") increasing the principal amount under the Original Note by $3,000,000 to $8,000,000. On September 8, 2023, the Issuer and CTx entered into a Note Conversion Agreement (the "Note Conversion Agreement") with WFIA, pursuant to which WFIA agreed to convert the Original Principal Amount under the A&R Note plus all accrued interest thereon, or $5,812,500, into pre-funded warrants to purchase 6,838,235 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $0.85

F2 · derivative.expiration_date: The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding shares of Common Stock of the Issuer.

F3 · ownership.nature: Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.