FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/15/2024 |
3. Issuer Name and Ticker or Trading Symbol
Chromocell Therapeutics Corp [ CHRO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Common Stock | 351,163 | D(3) |
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Senior Secured Convertible Promissory Note | (1) | 02/29/2024 | Common Stock | 11,876(1) | (1) | D(3) | |
Senior Secured Convertible Promissory Note | (2) | 03/01/2024 | Common Stock | 6,138(2) | (2) | D(3) |
Explanation of Responses: |
1. Represents $57,001.62 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which will automatically convert into 11,876 shares of common stock of the Issuer at a conversion price of 80.0% of the offering price of the securities sold to the public in the Issuer's initial public offering. |
2. Represents $29,084.97 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due March 1, 2024, which will automatically convert into 6,138 shares of common stock of the Issuer at a conversion price of 80.0% of the offering price of the securities sold to the public in the Issuer's initial public offering, including an additional 78 shares of common stock issuable as consideration for this senior secured convertible promissory note. |
3. Ruth Friedman has sole voting and dispositive power over the shares held by the Reporting Person as to which Ms. Friedman disclaims beneficial ownership except to the extent of her pecuniary interest therein. |
Remarks: |
Exhibit 24 - Power of Attorney |
AME Equities LLC, By /s/ Ruth Friedman | 02/15/2024 | |
** Signature of Reporting Person | Date |
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.