Werth Family Investment Associates Converts $5.8 Million of Debt into Cingulate Equity at a Premium
09 September 2023 - 6:31AM
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 $5.8 million of debt and accrued interest
into Cingulate equity, at a conversion price of $0.85 per share.
The closing price of Cingulate’s common stock on Nasdaq on
September 8, 2023 was $0.5776 per share. The debt conversion
follows WFIA’s purchase of $1.0 million of Cingulate common stock
in a private placement transaction in August 2023.
Cingulate, Cingulate Therapeutics LLC (CTx) and WFIA entered
into a Note Conversion Agreement on September 8, 2023, pursuant to
which WFIA agreed to convert $5.0 million of principal under its
outstanding notes, plus all accrued interest thereon, or $5.8
million total, into pre-funded warrants (“Pre-Funded Warrants”) to
purchase 6,838,235 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,
$3.0 million in principal plus $0.1 million in accrued interest
remained outstanding under the WFIA note which matures in August
2025.
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.
About Attention Deficit/Hyperactivity Disorder
(ADHD)ADHD is a chronic neurobiological and developmental
disorder that affects millions of children and often continues into
adulthood. The condition is marked by an ongoing pattern of
inattention and/or hyperactivity-impulsivity that interferes with
functioning or development. In the U.S., approximately 6.4 million
children and adolescents (11 percent) aged under the age of 18 have
been diagnosed with ADHD. Among this group, approximately 80
percent receive treatment, with 65-90 percent demonstrating
clinical ADHD symptoms that persist into adulthood. Adult ADHD
prevalence is estimated at approximately 11 million patients (4.4
percent), almost double the size of the child and adolescent
segment combined, however, only an estimated 20 percent receive
treatment.
About CTx-1301Cingulate’s lead candidate,
CTx-1301, utilizes Cingulate’s proprietary PTR drug delivery
platform to create a breakthrough, multi-core formulation of the
active pharmaceutical ingredient dexmethylphenidate, a compound
approved by the FDA for the treatment of ADHD. Dexmethylphenidate
is part of the stimulant class of medicines and increases
norepinephrine and dopamine activity in the brain to affect
attention and behavior. While stimulants are the gold-standard of
ADHD treatment due to their efficacy and safety, the long-standing
challenge remains, providing patients entire active-day duration of
action. CTx-1301 is designed to precisely deliver three releases of
medication at the predefined time, ratio, and style of release to
optimize patient care in one tablet. The result is a rapid onset
and entire active-day efficacy, with the third dose being released
around the time when other extended-release stimulant products
begin to wear off.
About Precision Timed Release™ (PTR™) Platform
TechnologyCingulate is developing ADHD and anxiety
disorder product candidates capable of achieving true once-daily
dosing using Cingulate’s innovative PTR drug delivery platform
technology. It incorporates a proprietary Erosion Barrier Layer
(EBL) providing control of drug release at precise, pre-defined
times with no release of drug prior to the intended release. The
EBL technology is enrobed around a drug-containing core to give a
tablet-in-tablet dose form. It is designed to erode at a controlled
rate until eventually the drug is released from the core tablet.
The EBL formulation, Oralogik™, is licensed from BDD Pharma.
Cingulate intends to utilize its PTR technology to expand and
augment its clinical-stage pipeline by identifying and developing
additional product candidates in other therapeutic areas in
addition to Anxiety and ADHD where one or more active
pharmaceutical ingredients need to be delivered several times a day
at specific, predefined time intervals and released in a manner
that would offer significant improvement over existing therapies.
To see Cingulate’s PTR Platform
click here.
About Cingulate Inc.Cingulate Inc. (NASDAQ:
CING), is a biopharmaceutical company utilizing its proprietary PTR
drug delivery platform technology to build and advance a pipeline
of next-generation pharmaceutical products, designed to improve the
lives of patients suffering from frequently diagnosed conditions
characterized by burdensome daily dosing regimens and suboptimal
treatment outcomes. With an initial focus on the treatment of ADHD,
Cingulate is identifying and evaluating additional therapeutic
areas where PTR technology may be employed to develop future
product candidates, including to treat anxiety disorders. Cingulate
is headquartered in Kansas City. For more information
visit Cingulate.com.
Forward-Looking Statements This press
release contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include all statements, other than
statements of historical fact, regarding our current views and
assumptions with respect to future events regarding our business,
including statements with respect to our plans, assumptions,
expectations, beliefs and objectives with respect to product
development, clinical studies, clinical and regulatory timelines,
market opportunity, competitive position, business strategies,
potential growth opportunities and other statements that are
predictive in nature. These statements are generally identified by
the use of such words as “may,” “could,” “should,” “would,”
“believe,” “anticipate,” “forecast,” “estimate,” “expect,”
“intend,” “plan,” “continue,” “outlook,” “will,” “potential” and
similar statements of a future or forward-looking nature. Readers
are cautioned that any forward-looking information provided by us
or on our behalf is not a guarantee of future performance. Actual
results may differ materially from those contained in these
forward-looking statements as a result of various factors disclosed
in our filings with the Securities and Exchange Commission (SEC),
including the “Risk Factors” section of our Annual Report on Form
10-K filed with the SEC on March 10, 2023. All forward-looking
statements speak only as of the date on which they are made, and we
undertake no duty to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except to the extent required by law.
Investor
Relations: |
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Media
Relations |
Matt Kreps |
Thomas Dalton |
Melyssa Weible |
Darrow Associates |
Vice President, Investor &
Public Relations, Cingulate |
Elixir Health Public
Relations |
mkreps@darrowir.com |
tdalton@cingulate.com |
mweible@elixirhealthpr.com |
(214) 597-8200 |
(913) 942-2301 |
(201) 723-5805 |
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CING-US-128-0824
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