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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 28, 2023
CINGULATE
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40874 |
|
86-3825535 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1901
W. 47th Place
Kansas
City, KS 66205
(Address
of principal executive offices) (Zip Code)
(913)
942-2300
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
CING |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Warrants,
exercisable for one share of common stock |
|
CINGW |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.03. |
Material
Modification to Rights of Security Holders. |
The
information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
November 28, 2023, Cingulate Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended
and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”),
which will effect, at 12:01 a.m. Eastern Time on November 30, 2023, a 1-for-20 reverse stock split (the “Reverse Stock
Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common
Stock”). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 17248W204.
The
Company anticipates the Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on November
30, 2023.
As
a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding will be converted into one share of
Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in some stockholders
owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would
otherwise be entitled to a fractional share of Common Stock will automatically be entitled to receive an additional fraction of a share
of Common Stock to round up to the next whole share
The
Reverse Stock Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. All
outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock
options and warrants, will be adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
At
the Company’s special meeting of stockholders held on November 3, 2023, the Company’s stockholders granted the Company’s
Board of Directors (the “Board”) the discretion to effect the Reverse Stock Split at a ratio of not less than 1-for-2
and not more than 1-for-40, with such ratio to be determined by the Board. On November 21, 2023, the Board approved a Reverse Stock Split
ratio of 1-for-20 and authorized the filing of the Certificate of Amendment.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and is incorporated herein by reference.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
CINGULATE
INC. |
|
|
|
Dated:
November 28, 2023 |
By: |
/s/
Louis G. Van Horn |
|
Name: |
Louis
G. Van Horn |
|
Title: |
Chief
Financial Officer |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
THE
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
CINGULATE
INC.
Cingulate
Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the
“DGCL”);
DOES
HEREBY CERTIFY AS FOLLOWS:
FIRST:
That a resolution was duly adopted on November 21, 2023, by the Board of Directors of the Corporation pursuant to Section 242 of
the General Corporation Law of the State of Delaware setting forth an amendment to the Certificate of Incorporation of the Corporation
and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment at the special
meeting of stockholders held on November 3, 2023, in accordance with Section 242 of the General Corporation Law of the State of Delaware.
The proposed amendment set forth as follows:
Article
IV of the Amended and Restated Certificate of Incorporation of the Corporation be and hereby is amended by adding the following after
the first paragraph of Section A of Article IV:
“Upon
effectiveness (“Effective Time”) of this amendment to the Certificate of Incorporation, a one-for-20 reverse stock split
(the “Reverse Split”) of the Corporation’s Common Stock shall become effective, pursuant to which each twenty (20)
shares of Common Stock outstanding and held of record by each stockholder of the Corporation and each share of Common Stock held in treasury
by the Corporation immediately prior to the Effective Time (“Old Common Stock”) shall automatically, and without any action
by the holder thereof, be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock
(“New Common Stock”), subject to the treatment of fractional interests as described below and with no corresponding reduction
in the number of authorized shares of our Common Stock. The Reverse Split shall also apply to any outstanding securities or rights convertible
into, or exchangeable or exercisable for, Old Common Stock and all references to such Old Common Stock in agreements, arrangements, documents
and plans relating thereto or any option or right to purchase or acquire shares of Old Common Stock shall be deemed to be references
to the New Common Stock or options or rights to purchase or acquire shares of New Common stock, as the case may be, after giving effect
to the Reverse Split.
No
fractional shares of Common Stock will be issued in connection with the Reverse Split. If, upon aggregating all of the Common Stock held
by a holder of Common Stock immediately following the Reverse Split a holder of Common Stock would otherwise be entitled to a fractional
share of Common Stock, the Corporation shall issue to such holder such fractions of a share of Common Stock as are necessary to round
the number of shares of Common Stock held by such holder up to the nearest whole share.
Each
holder of record of a certificate or certificates for one or more shares of the Old Common Stock shall be entitled to receive as soon
as practicable, upon surrender of such certificate, a certificate or certificates representing the largest whole number of shares of
New Common Stock to which such holder shall be entitled pursuant to the provisions of the immediately preceding paragraphs. Each stock
certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock that were issued and outstanding immediately
prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same
for exchange, represent that number of whole shares of New Common Stock after the Effective Time into which the shares formerly represented
by such certificate have been reclassified, subject to adjustment for fractional shares as described above.
SECOND:
That said amendment will have an Effective Time of 12:01 a.m., Eastern Time, on November 30, 2023.
IN
WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment on this 28th day of November, 2023.
|
CINGULATE
INC. |
|
|
|
|
By: |
/s/
Shane J. Schaffer |
|
Name: |
Shane
J. Schaffer |
|
Title: |
Chief
Executive Officer |
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Cingulate (NASDAQ:CING)
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