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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF l934

 

 

 

CINGULATE INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   86-3825535

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

   

1901 W. 47th Place

Kansas City, KS

(913) 942-2300

   66205
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Common Stock, par value $0.0001 per share   The Nasdaq Stock Market LLC
Warrants, exercisable for one share of Common Stock  

The Nasdaq Stock Market LLC

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement file number to which this form relates:

No. 333-259408

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

Cingulate Inc. (the “Registrant”) hereby incorporates by reference the description of its common stock, par value $0.0001 per share, and warrants to purchase shares of common stock to be registered hereunder contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-259408), as originally filed with the Securities and Exchange Commission (the “Commission”) on September 9, 2021 as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits.

 

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: December 3, 2021

 

  CINGULATE INC.
     
  By: /s/ Shane J. Schaffer
    Shane J. Schaffer
    Chief Executive Officer