Cingulate Exercises Warrants for $1.86 Million

KANSAS CITY, Kan., June 28, 2024 – Cingulate Therapeutics, a biopharmaceutical company specializing in the development of next-generation pharmaceutical products using its Precision Timed Release™ (PTR™) drug delivery platform, has announced definitive agreements for the immediate exercise of specific outstanding Series A warrants. These agreements pertain to the purchase of up to 2,125,000 shares of the company's common stock and Series B warrants for up to 1,062,500 shares, initially issued in February 2023 with an exercise price of $2.00 per share. These will now be exercisable at a reduced price of $0.585 per share. The common stock shares are registered under an effective registration statement on Form S-1 (No. 333-276502). This offering is anticipated to close around July 1, 2024, subject to standard closing conditions.

H.C. Wainwright & Co. is the exclusive placement agent for this offering. In exchange for the immediate exercise of the warrants for cash, Cingulate will issue new unregistered Series C warrants to purchase up to 4,250,000 shares of common stock and Series D warrants for up to 2,125,000 shares of common stock. Both new warrants will have an exercise price of $0.585 per share. They will become exercisable upon stockholder approval of the issuance of the shares. The Series C warrants will have a five-year expiration from the date of stockholder approval, while the Series D warrants will expire after two years.

The gross proceeds from the exercise of the warrants are expected to be approximately $1,860,000 before deducting fees and offering expenses. Cingulate plans to use the net proceeds for the continued research, development, and commercialization activities of CTx-1301, along with other general corporate purposes, capital expenditures, and working capital.

The new warrants were offered through a private placement, adhering to an exemption from the registration requirements under the Securities Act of 1933. The shares of common stock issuable upon their exercise have not been registered under this act and cannot be offered or sold in the U.S. without registration with the Securities and Exchange Commission (SEC) or an applicable exemption. Cingulate has committed to filing a registration statement with the SEC for the resale of the shares of common stock issuable upon exercise of these new warrants.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction where such actions would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.

About Cingulate
Cingulate is a clinical-stage biopharmaceutical company that leverages its proprietary Precision Timed Release™ (PTR™) drug delivery platform to develop next-generation pharmaceutical products. These products aim to improve the lives of patients dealing with conditions characterized by cumbersome daily dosing regimens and less-than-ideal treatment outcomes. Initially focusing on Attention Deficit/Hyperactivity Disorder (ADHD), Cingulate is exploring additional therapeutic areas, such as anxiety disorders, where its PTR technology may be applied to create future product candidates. Cingulate is based in Kansas City, Kansas.