As filed with the Securities and Exchange Commission on July 15, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 West 47th Place
Kansas City, KS 66205
(Address of Principal Executive Offices) (Zip Code)
Cingulate Inc. 2021 Omnibus Equity Incentive Plan
(Full title of the plan)
Shane J. Schaffer
Chief Executive Officer
Cingulate Inc.
1901 West 47th Place
Kansas City, KS 66205
(Name and address of agent for service)
Telephone: 913-942-2300
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Steven M. Skolnick, Esq.
Michael J. Lerner, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 262-6700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On June 11, 2024, at the Cingulate Inc. (the “Company”) 2024 Annual Meeting of Stockholders, the Company’s stockholders approved Amendment No. 1 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Equity Plan”) to increase the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), authorized for issuance under the Equity Plan by 1,250,000 shares (the “Additional Shares”).
Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by the Company for the purpose of registering the Additional Shares. The Additional Shares registered pursuant to this Registration Statement are of the same class of securities as (i) the 96,391 shares of Common Stock (after giving effect to the Reverse Split referenced below) registered for issuance under the Equity Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-264002) filed on March 30, 2022, (ii) the 42,925 shares of Common Stock (after giving effect to the Reverse Split referenced below) registered for issuance under the Equity Plan pursuant to the currently effective Registration Statement on Form S-8 filed on March 13, 2023 (Registration No. 333-270484) and (iii) the 117,600 shares of Common Stock registered for issuance under the Equity Plan pursuant to the currently effective Registration Statement on Form S-8 filed on April 4, 2024 (Registration No. 333-278511) (collectively, the “Prior Registration Statements”). The information contained in the Prior Registration Statements is hereby incorporated by reference pursuant to General Instruction E. Any items in the Prior Registration Statements not expressly changed hereby shall be as set forth in the Prior Form S-8.
Certain share amounts referenced above in this Registration Statement give effect to a 1-for- 20 reverse stock split of the Common Stock effected on November 30, 2023 (the “Reverse Split”) .
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| (a) | the Company’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the fiscal year ended December 31, 2023, as filed with the Commission on April 1, 2024; | |
| (b) | the Company’s quarterly report on Form 10-Q filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the fiscal quarter ended March 31, 2024, as filed with the Commission on May 8, 2024; | |
| (c) | our Current Reports on Form 8-K, filed January 29, 2024, February 7, 2024, February 13, 2024, February 26, 2024, March 18, 2024, May 13, 2024, May 28, 2024, June 12, 2024, June 18, 2024, and July 1, 2024 (other than any portions deemed furnished and not filed); and | |
| (d) | the description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A (Registration No. 001-40874) filed with the Commission on December 3, 2021 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.5 to the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the Commission on April 1, 2024. |
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 8. Exhibits.
| Exhibit | Incorporated by Reference | |||||||
| Number | Exhibit Description | Form | Exhibit | Filing Date | ||||
| 4.1 | Cingulate Inc. 2021 Omnibus Equity Incentive Plan | S-1 | 10.1 | 9/27/2021 | ||||
| 4.2 | Amendment No.1 to the Cingulate Inc. 2021 Omnibus Equity Incentive Plan | 8-K | 10.1 | 6/12/2024 | ||||
| 5.1* | Opinion of Lowenstein Sandler LLP | |||||||
| 23.1* | Consent of KPMG LLP | |||||||
| 23.2* | Consent of Lowenstein Sandler LLP (included in Exhibit 5.1) | |||||||
| 24.1* | Power of Attorney (included on the signature page) | |||||||
| 107* | Calculation of Filing Fee Table | |||||||
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Kansas on July 15, 2024.
| CINGULATE INC. | ||
| By: | /s/ Shane J. Schaffer | |
| Shane J. Schaffer | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Cingulate Inc., a Delaware corporation, do hereby constitute and appoint each of Shane J. Schaffer and Jennifer L. Callahan as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Person | Capacity | Date | ||
| /s/ Shane J. Schaffer | Chief Executive Officer and Chairman | |||
| Shane J. Schaffer | (Principal Executive Officer) | July 15, 2024 | ||
| /s/ Jennifer L. Callahan | Chief Financial Officer | |||
| Jennifer L. Callahan | (Principal Financial Officer and Principal Accounting Officer) | July 15, 2024 | ||
| /s/ Jeffrey S. Ervin | ||||
| Jeffrey S. Ervin | Director | July 15, 2024 | ||
| /s/ Bryan Lawrence | ||||
| Bryan Lawrence | Director | July 15, 2024 | ||
| /s/ John A. Roberts | ||||
| John A. Roberts | Director | July 15, 2024 | ||
| /s/ Peter J. Werth | ||||
| Peter J. Werth | Director | July 15, 2024 |
Exhibit 5.1
July 15, 2024
Cingulate Inc.
1901 W. 47th Place
Kansas City, KS 66205
Re: Form S-8 Registration Statement of Cingulate Inc.
We have acted as counsel for Cingulate Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of an aggregate of 1,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to awards under the Cingulate Inc. 2021 Equity Incentive Plan, as amended (the “Plan”).
In connection with rendering this opinion, we have examined: (i) the Plan; (ii) the Certificate of Incorporation of the Company; (iii) the Bylaws of the Company; and (iv) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity of original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares being registered pursuant to the Registration Statement have been duly authorized and, when issued and delivered upon the grant or exercise of awards in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of a copy of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Lowenstein Sandler LLP
Exhibit 23.1
KPMG LLP
Suite 900
10 South Broadway
St. Louis, MO 63102-1761
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 1, 2024, with respect to the consolidated financial statements of Cingulate Inc., incorporated herein by reference.
/s/ KPMG LLP
St. Louis, Missouri
July 15, 2024
| KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Cingulate Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| Equity | Common Stock, $0.0001 par value per share | Other | 813,018 | (2) | $ | 1.12 | (3) | $ | 910,580.16 | (3) | 0.0001476 | 134.41 | ||||||||||||
| Equity | Common Stock, $0.0001 par value per share | Other | 436,982 | (4) | $ | 0.39055 | (5) | $ | 170,663.33 | (5) | 0.0001476 | $ | 25.19 | |||||||||||
| Total Offering Amounts | — | $ | 1,081,243.49 | $ | 159.60 | |||||||||||||||||||
| Total Fee Offsets | —— | |||||||||||||||||||||||
| Net Fees Due | $ | 159.60 | ||||||||||||||||||||||
| (1) | Represents 1,250,000 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”) issuable under the Registrant’s 2021 Omnibus Equity Incentive Plan (the “Equity Plan”). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also be deemed to cover any additional shares of Common Stock that may from time to time be offered or issued under the Equity Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Common Stock. | |
| (2) | Consists of shares of Common Stock that may be issued upon exercise of stock options granted pursuant to the Equity Plan (the “Stock Options”) outstanding as of the date of this registration statement. | |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares issuable upon the exercise of the Stock Options are based upon the weighted average exercise price of the Stock Options. | |
| (4) | Represents 436,982 shares of Common Stock reserved for future issuance under the Equity Plan that are not subject to outstanding options. | |
| (5) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act on the basis of the average of the high and low prices per share of the Registrant’s Common Stock on July 9, 2024, as reported by The Nasdaq Stock Market. |