Sec Form 4 Filing - Werth Peter J. @ Cingulate Inc. - 2023-09-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Werth Peter J. 2. Issuer Name and Ticker or Trading Symbol Cingulate Inc. [ CING] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CINGULATE INC., 1901 W. 47TH PLACE 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2023 (Street) KANSAS CITY, KS66205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Pre-Funded Warrant (right to buy) $ 0.0001 09/08/2023 J( 1 ) 6,838,235 09/08/2023 ( 2 ) Common Stock 6,838,235 ( 1 ) 6,838,235 I By Werth Family Investment Associates LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Werth Peter J. C/O CINGULATE INC. 1901 W. 47TH PLACE KANSAS CITY, KS66205 X X Werth Family Investment Associates LLC C/O CINGULATE INC. 1901 W. 47TH PLACE KANSAS CITY, KS66205 X Signatures /s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth 09/11/2023 Signature of Reporting Person Date /s/ Shane J. Schaffer, Attorney-in-Fact Peter J. Werth, for Werth Family Investment Associates LLC 09/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 9, 2022, Cingulate Therapeutics LLC ("CTx"), a wholly-owned subsidiary of the Issuer, issued a Promissory Note (the "Original Note") to Werth Family Investment Associates LLC ("WFIA") with a principal amount of $5,000,000 (the "Original Principal Amount"), and on May 9, 2023, CTx issued an Amended and Restated Promissory Note (the "A&R Note") increasing the principal amount under the Original Note by $3,000,000 to $8,000,000. On September 8, 2023, the Issuer and CTx entered into a Note Conversion Agreement (the "Note Conversion Agreement") with WFIA, pursuant to which WFIA agreed to convert the Original Principal Amount under the A&R Note plus all accrued interest thereon, or $5,812,500, into pre-funded warrants to purchase 6,838,235 shares of common stock of the Issuer, at a conversion price per pre-funded warrant of $0.85 ( 2 )The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 19.99% of the outstanding shares of Common Stock of the Issuer. ( 3 )Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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