---
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"
generated_at: "2026-06-06T16:07:11.974921+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-004061
- JSON: https://secwatch.observer/filing/0001493152-24-004061.json
- Plain text: https://secwatch.observer/filing/0001493152-24-004061.txt

## Key facts
- Executive change
  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
  source text: On January 25, 2024, the Company appointed Jennifer L. Callahan as the Company’s Senior Vice President and Chief Financial Officer, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315224004061/0001493152-24-004061-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1862150/000149315224004061/0001493152-24-004061-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.