Sec Form 4 Filing - Werth Peter J. @ Cingulate Inc. - 2024-04-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Werth Peter J.
2. Issuer Name and Ticker or Trading Symbol
Cingulate Inc. [ CING]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CINGULATE INC., 1901 W. 47TH PLACE
3. Date of Earliest Transaction (MM/DD/YY)
04/11/2024
(Street)
KANSAS CITY, KS66205
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/11/2024 M 341,912 A $ 0.002 481,829 I By Werth Family Investment Associates LLC ( 1 )
Common Stock 04/11/2024 M 694,096 A $ 0.0001 1,175,925 I By Werth Family Investment Associates LLC ( 1 )
Common Stock 1,093 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrant (right to buy) $ 0.002 ( 2 ) 04/11/2024 M 341,912 ( 2 ) 09/08/2023 ( 3 ) Common Stock 341,912 ( 2 ) $ 0 0 I By Werth Family Investment Associates LLC ( 1 )
Pre-Funded Warrant (right to buy) $ 0.0001 04/11/2024 M 694,096 ( 4 ) ( 3 ) Common Stock 694,096 $ 0 0 I By Werth Family Investment Associates LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Werth Peter J.
C/O CINGULATE INC.
1901 W. 47TH PLACE
KANSAS CITY, KS66205
X X
Werth Family Investment Associates LLC
C/O CINGULATE INC.
1901 W. 47TH PLACE
KANSAS CITY, KS66205
X
Signatures
/s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth 04/12/2024
Signature of Reporting Person Date
/s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth, for Werth Family Investment Associates LLC 04/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )The pre-funded warrants have no expiration date.
( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.