SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2024 • Cingulate Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2024 between Cingulate Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC.Cingulate Inc. • February 7th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware corporation (the “Company”), up to ______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC.Cingulate Inc. • April 1st, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Werth Family Investment Associates LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware corporation (the “Company”), up to 7,053 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2023 • Cingulate Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2023, by and between CINGULATE INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2023 between Cingulate Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CINGULATE INC.Cingulate Inc. • February 7th, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware corporation (the “Company”), up to ______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of December 27, 2023.
PURCHASE AGREEMENTPurchase Agreement • April 25th, 2023 • Cingulate Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of April 24, 2023, by and between CINGULATE INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT CINGULATE INC.Common Stock Purchase • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March [●], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March [●], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware corporation (the “Company”), up to ______________2 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • January 3rd, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
Cingulate Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
UNDERWRITING AGREEMENT between Cingulate Inc. and Bancroft Capital, LLC, as Representative of the Several Underwriters CINGULATE INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
The undersigned, Cingulate Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Bancroft Capital, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
CINGULATE INC. [____] Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • Cingulate Inc. • Pharmaceutical preparations • New York
Cingulate Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of [________] shares (the “Firm Shares” of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [___________] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 9th, 2021 • Cingulate Inc. • Pharmaceutical preparations • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of December 10, 2021 (the “Issuance Date”) is between Cingulate Inc. a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant • August 22nd, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2021 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ____________, 2021 by and between Cingulate Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
ContractCommon Stock Purchase Warrant • November 10th, 2021 • Cingulate Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING NOVEMBER [•], 2021 (SUCH DATE, THE COMMENCEMENT OF SALES OF THE OFFERING OR THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
CINGULATE INC. [____] Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2021 • Cingulate Inc. • Pharmaceutical preparations
Cingulate Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of [________] units (the “Firm Units”), with each Firm Unit consisting of one share of common stock, $0.0001 par value per share (the “Common Stock”) of the Company (the “Firm Shares”), and a warrant to purchase one share of Common Stock, at an exercise price of $[_____] per share and with a term of five (5) years (the “Firm Warrants”). The respective amounts of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company, for the purpose of covering over-allotments in connection with the sale of t
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2024 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT (this “Agreement”) is made and effective as of this 25th day of January, 2024 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company (the “Company”) and JENNIFER L. CALLAHAN, whose address is 1901 W. 47th, Kansas City, KS 66205, (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)
INCENTIVE STOCK OPTION GRANT AGREEMENT CINGULATE INC.Incentive Stock Option Grant Agreement • May 12th, 2022 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Cingulate Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • May 12th, 2022 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Cingulate Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
RESTRICTED STOCK UNIT AWARD AGREEMENT CINGULATE INC.Restricted Stock Unit Award Agreement • September 27th, 2021 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Cingulate Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
RESTRICTED STOCK AWARD AGREEMENT CINGULATE INC.Restricted Stock Award Agreement • September 27th, 2021 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Cingulate Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • January 29th, 2024 • Cingulate Inc. • Pharmaceutical preparations • New York
This Note Conversion Agreement (this “Agreement”) is made and entered into as of January 25, 2024 (the “Effective Date”), by and among Cingulate Therapeutics LLC, a Delaware limited liability company (the “Company”), Cingulate Inc., a Delaware corporation (the “Parent”) and Werth Family Investment Associates LLC, a Connecticut limited liability company (the “Holder”).
CINGULATE INC. [____] Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2021 • Cingulate Inc. • Pharmaceutical preparations • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2024 • Cingulate Inc. • Pharmaceutical preparations
This AMENDMENT is made and effective as of December 29, 2023 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and RAUL R. SILVA, whose address is [***], (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)
PATENT AND KNOW-HOW LICENCE AGREEMENT between BDD PHARMA LIMITED and CINGULATE THERAPEUTICS LLC and, solely for the purposes of Clause 12.3 DRUG DELIVERY INTERNATIONAL LIMITEDLicence Agreement • September 9th, 2021 • Cingulate Inc. • Pharmaceutical preparations • London
Mr. Edward Dresch Dresch Inc. Dear Mr. Dresch,Cingulate Inc. • September 9th, 2021 • Pharmaceutical preparations
The undersigned parties to Promissory Note dated January 27, 2020 (the “Note”), by and between Edward Dresch (“Lender”), and Cingulate Therapeutics LLC (“Borrower”), for a total principle of $500,000.00 hereby mutually agree to amend said Note to change the Paid in Full dated to “February 1, 2022”. All other items of the Contract shall remain in full force and effect.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CINGULATE THERAPEUTICS LLC CINGULATE INC. AND CINGULATE PHARMA LLC DATED AS OF AUGUST 30, 2021Agreement and Plan of Merger • September 9th, 2021 • Cingulate Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 30, 2021 by and among Cingulate Therapeutics LLC, a Delaware limited liability company (“CTx”), Cingulate Inc., a Delaware corporation and wholly-owned subsidiary of CTx (“Parent”), and Cingulate Pharma LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2024 • Cingulate Inc. • Pharmaceutical preparations
This AMENDMENT is made and effective as of January 1, 2024 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and MATTHEW N. BRAMS, whose address is [***], (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)
Cingulate Inc. Kansas City, Kansas 66205 Attention: Shane J. Schaffer, Chief Executive Officer Dear Mr. Schaffer:Cingulate Inc. • May 10th, 2023 • Pharmaceutical preparations
Reference is made to the At The Market Offering Agreement, dated as of January 3, 2023 (the “ATM Agreement”), between Cingulate Inc. (the “Company”) and H.C. Wainwright & Co., LLC (the “Manager”). This letter (the “Amendment”) constitutes an agreement between the Company and the Manager to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.
April 19, 2021Cingulate Inc. • September 9th, 2021 • Pharmaceutical preparations
The undersigned parties to Promissory Note dated July 25, 2020 (the “Note”), by and between Raul Silva (“Lender”), and Cingulate Therapeutics LLC (“Borrower”), for a total principle of $100,000.00, hereby mutually agree to amend said Note to change the Paid in Full date to “February 24, 2022”. All other terms of the Contract shall remain in full force and effect.
April 28, 2021Cingulate Inc. • September 9th, 2021 • Pharmaceutical preparations
The undersigned parties to Promissory Notes dated February 26, 2020 and September 30, 2020 (jointly, the “Notes”), by and between Matthew Brams (“Lender”), and Cingulate Therapeutics LLC (“Borrower”), for a total principle of $354,000.00 (previously, and partially repaid by the Borrower), hereby mutually agree to amend said Notes to change both Paid in Full dates to “February 24, 2022”. All other terms of the Contract shall remain in full force and effect.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations
This AMENDMENT is made and effective as of January 1, 2023 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and RAUL R. SILVA, whose address is 929 Route 9W, Upper Grandview, NY 10960, (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)
JOINT COMMERCIALIZATION AGREEMENTJoint Commercialization Agreement • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Joint Commercialization Agreement (this “Agreement”) is made on March 7th 2023 (the “Effective Date”) by and between Indegene, Inc., a Delaware corporation having its place of business at Suite 104, 150 College Road W, Princeton, NJ 08540 (hereinafter referred to as “Indegene”) and Cingulate Therapeutics LLC, a Delaware limited liability company having its corporate office at 1901 W 47th Place, 3rd Floor, Kansas City, KS 66205 (hereinafter referred to as “Cingulate”). Indegene and Cingulate may be referred to individually as a “Party” and together referred to as the “Parties”. Capitalized terms in the Agreement not otherwise defined shall have the meaning set forth in Section 1 below.
MASTER SERVICES AGREEMENTMaster Services Agreement • October 25th, 2022 • Cingulate Inc. • Pharmaceutical preparations • Delaware
This Master Services Agreement (this “Agreement”) is made as of October 24, 2022 (the “Effective Date”) by and between Societal CDMO, Inc., a Pennsylvania corporation, with its principal place of business at 1300 Gould Dr., Gainesville, GA 30504 (collectively with each of its subsidiaries and affiliates, including IriSys, LLC and Recro Gainesville LLC, “Societal CDMO”) and Cingulate Therapeutics LLC, a Delaware limited liability company with its principal place of business at 1901 W. 47th Place, 3rd Floor, Kansas City, Kansas 66205 (the “Client”). Societal CDMO and Client may be individually referred to herein as a “Party” or may be collectively referred to herein as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2022 • Cingulate Inc. • Pharmaceutical preparations
This AMENDMENT is made and effective as of April 1, 2022 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and RAUL R. SILVA, whose address is [**] (the “Executive”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)
