Cingulate Inc. Announces Pricing of $25.0 Million Initial Public Offering

Rhea-AI Summary

Cingulate Inc. has priced its initial public offering (IPO) of 4,166,666 shares at $6.00 per share, paired with warrants at the same price. The offering will yield gross proceeds of approximately $25 million, aimed at advancing its clinical products, including CTx-1301 and CTx-1302, focused on ADHD treatment. The shares and warrants are set to trade on Nasdaq under the symbols ‘CING’ and ‘CINGW’ starting December 8, 2021. The transaction is expected to close on December 10, 2021, if standard conditions are met.

Positive

• Gross proceeds of approximately $25 million expected from the IPO.
• The funds will support research and development of ADHD treatment products.
• Potential for market expansion with next-generation drug delivery technology.

Negative

• Dilution risk for existing shareholders due to the new share offering.

KANSAS CITY, Kan., Dec. 07, 2021 (GLOBE NEWSWIRE) -- Cingulate Inc. (“Cingulate” or the “Company”), a clinical-stage biopharmaceutical company utilizing its proprietary Precision Timed Release™ (PTR™) drug delivery platform technology to build and advance a pipeline of next-generation products, today announced the pricing of its initial public offering of 4,166,666 shares of common stock and accompanying warrants to purchase 4,166,666 shares of common stock.

Each share of common stock is being sold together with one warrant to purchase one share of common stock with an exercise price of $6.00 at a combined public offering price of $6.00 per share and accompanying warrant. All of the shares and warrants are being offered by Cingulate. The Company has granted the underwriters a 45-day over-allotment option to purchase up to an additional 624,999 shares of common stock and/or warrants to purchase up to an additional 624,999 shares of common stock at the initial public offering price.

The shares and warrants are scheduled to begin trading on the Nasdaq Capital Market under the ticker symbols “CING” and “CINGW,” respectively, on December 8, 2021. The offering is expected to close on December 10, 2021, subject to the satisfaction of customary closing conditions.

Gross proceeds, before underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $25.0 million. Cingulate intends to use the net proceeds of the offering for continued research and development and pre-commercialization planning of CTx-1301, continued research and development of CTx-1302, proof of concept study for CTx-2103, to satisfy obligations under certain related party notes, to satisfy outstanding accrued payroll expenses to employees, including our executive officers, and for working capital, capital expenditures and general corporate purposes, including investing further in research and development efforts.

Aegis Capital Corp. and Laidlaw & Company (UK) Ltd. are acting as co-lead bookrunning underwriters of the offering.

A registration statement on Form S-1 relating to the securities being sold in this offering was declared effective by the Securities and Exchange Commission (“SEC”) on December 7, 2021. The offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained, when available, on the SEC’s website, www.sec.gov, or by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7^th Avenue, 18^th Floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or 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 jurisdiction.

About Cingulate®
Cingulate Inc. is a clinical-stage biopharmaceutical company utilizing its proprietary Precision Timed Release™ (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 Attention Deficit/Hyperactivity Disorder (ADHD), Cingulate is identifying and evaluating additional therapeutic areas where PTR technology may be employed to develop future product candidates.

CTx-1301 (dexmethylphenidate) and CTx-1302 (dextroamphetamine) are engineered using an innovative, versatile platform technology that will enable the formulation and manufacturing of single-dose, multi-release tablets designed to deliver a rapid onset and last the entire active-day, while providing a controlled descent of drug to optimize treatment. Cingulate’s formulation will be designed as a once-daily, multi-release tablet with clear differentiation and compelling advantages over current treatment options.

Cingulate is headquartered in Kansas City. For more information visit Cingulate.com.

Forward-Looking Statements

This press release contains certain forward-looking statements, including those relating to the anticipated timing of completion of the offering and use of proceeds and other statements that are predictive in nature. Forward-looking statements are based on the Company's current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential," "predict," "project," "should," "would" and similar expressions and the negatives of those terms. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission, including its registration statement on Form S-1, as amended from time to time, under the caption "Risk Factors."

Contacts:

Investors
Thomas Dalton
Head of Investor & Public Relations, Cingulate
TDalton@cingulate.com
913-942-2301

Andy Brimmer / Amy Feng / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
abrimmer@joelefrank.com
afeng@joelefrank.com
tragones@joelefrank.com
212-355-4449

Media
Melyssa Weible
Elixir Health Public Relations
mweible@elixirhealthpr.com
201-723-5805

FAQ

What is the significance of Cingulate's IPO priced at $6.00 per share?

Cingulate's IPO at $6.00 per share allows the company to raise about $25 million for advancing its clinical pipeline, particularly in ADHD treatments.

When will Cingulate's shares and warrants start trading?

Cingulate's shares and warrants are scheduled to begin trading on Nasdaq under the symbols 'CING' and 'CINGW' on December 8, 2021.

How will Cingulate use the proceeds from the IPO?

Cingulate intends to use the net proceeds for R&D, pre-commercialization of products, and to settle existing obligations, including payroll expenses.

What risks do shareholders face with Cingulate's new share offering?

Existing shareholders face dilution risk due to the new share issuance in the IPO.