CINGW - Werth Family Investment Associates Converts Remaining $3.3M of Debt and Accrued Interest into Cingulate Equity at Premium to Market | Benzinga
KANSAS CITY, Kan., Jan. 29, 2024 (GLOBE NEWSWIRE) -- Cingulate Inc. (NASDAQ:CING) (Cingulate), a biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation pharmaceutical products, announced today that Werth Family Investment Associates, LLC ("WFIA"), the manager of which is Peter J. Werth, a member of the Cingulate board of directors, has converted $3.3 million of debt and accrued interest into Cingulate equity at a conversion price of $4.785 per share. The closing price of Cingulate's common stock on Nasdaq on January 24, 2024 was $4.35 per share.
Cingulate, Cingulate Therapeutics LLC (CTx) and WFIA entered into a Note Conversion Agreement on January 25, 2024, pursuant to which WFIA agreed to convert the remaining $3.0 million of principal under its outstanding note, plus all accrued interest thereon, or $3.3 million total, into pre-funded warrants ("the Pre-Funded Warrants") to purchase 687,043 shares of Cingulate's common stock. The Pre-Funded Warrants have no expiration date and are exercisable immediately at an exercise price of $0.0001 per share, subject to a beneficial ownership blocker of 19.99%. Following the conversion, all debt and accrued interest with WFIA is paid in full.
The offer and sale of the securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and the shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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