Cingulate converts remaining $3.3M debt to equity at premium; appoints new CFO

Cingulate Inc.

WFIA converted $3.0M principal plus $0.3M accrued interest into pre-funded warrants for 687,043 shares at $4.785/share (premium to $4.35 market close).
Pre-funded warrants have no expiration, exercise price of $0.0001/share, subject to 19.99% beneficial ownership blocker; all debt now paid in full.
Jennifer Callahan promoted from Controller to CFO, succeeding retired Lou Van Horn; base salary $350K reduced to $210K under cost-containment.
Callahan's salary reduction will be repaid with 20% premium three months after NDA filing for CTx-1301.
The note conversion and CFO appointment were disclosed in two press releases dated January 29, 2024.

item 1.01 item 2.03 item 3.02 item 5.02 item 7.01 item 9.01

Executive movements

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Appointed

Jennifer L. Callahan

Senior Vice President and Chief Financial Officer

CING · Cingulate Inc.

Effective: 2024-01-25
Filed: January 29, 2024, 6:59 PM ET

On January 25, 2024, the Company appointed Jennifer L. Callahan as the Company’s Senior Vice President and Chief Financial Officer, effective immediately.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Jennifer L. Callahan was appointed as Senior Vice President and Chief Financial Officer at Cingulate Inc..

Action: appointed
Role: Senior Vice President and Chief Financial Officer

Exact text from the filing

On January 25, 2024, the Company appointed Jennifer L. Callahan as the Company’s Senior Vice President and Chief Financial Officer, effective immediately.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cingulate Inc. entered into January Note Conversion Agreement with Werth Family Investment Associates LLC valued at $3,287,500 (effective 2024-01-25).

Action: entry
Agreement: equity purchase
Counterparty: Werth Family Investment Associates LLC
Value: $3,287,500
Effective: 2024-01-25

Exact text from the filing

On January 25, 2024, the Company and CTx entered into a Note Conversion Agreement (the “January Note Conversion Agreement”) with WFIA, pursuant to which WFIA agreed to convert the Remaining Principal Amount under the A&R Note plus all accrued interest thereon, or $3,287,500, into pre-funded warrants

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281 material agreements filed in the last 30 days. Browse all material agreements →

Cingulate Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-004061

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