{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-004061","form_type":"8-K","ticker":"CING","cik":"0001862150","company_name":"Cingulate Inc.","filed_at":"2024-01-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.131712+00:00","generated_at":"2026-06-06T16:07:11.974921+00:00","sec_items":["1.01","2.03","3.02","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Cingulate converts remaining $3.3M debt to equity at premium; appoints new CFO","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-004061","json":"https://secwatch.observer/filing/0001493152-24-004061.json","markdown":"https://secwatch.observer/filing/0001493152-24-004061.md","text":"https://secwatch.observer/filing/0001493152-24-004061.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1862150/000149315224004061/0001493152-24-004061-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1862150/000149315224004061/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T16:07:11.974921+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6325213e19","claim":"Jennifer L. Callahan was appointed as Senior Vice President and Chief Financial Officer at Cingulate Inc..","evidence_excerpt":"On January 25, 2024, the Company appointed Jennifer L. Callahan as the Company’s Senior Vice President and Chief Financial Officer, effective immediately.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315224004061/0001493152-24-004061-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Senior Vice President and Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"cf820e940b12e2dbd2060290d05062d6844d28f0","claim":"Cingulate Inc. entered into January Note Conversion Agreement with Werth Family Investment Associates LLC valued at $3,287,500 (effective 2024-01-25).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1862150/000149315224004061/0001493152-24-004061-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Werth Family Investment Associates LLC"},{"label":"Value","value":"$3,287,500"},{"label":"Effective","value":"2024-01-25"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}