SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Friedberg Ezra M

(Last) (First) (Middle)
C/O CHROMOCELL THERAPEUTICS CORPORATION
4400 ROUTE 9 SOUTH, SUITE 1000

(Street)
FREEHOLD NJ 07728

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chromocell Therapeutics Corp [ CHRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 02/21/2024 M(2) 13,649(2) A $4.8(2) 513,727 I Balmoral Financial Group LLC(1)
Common Stock 02/21/2024 M(3) 6,992(3) A $4.8(3) 520,719 I Balmoral Financial Group LLC(1)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Secured Convertible Promissory Note(2) $4.8 02/21/2024 C 65,513.61 02/21/2024 02/29/2024 Common Stock 13,649 (2) 0 I Balmoral Financial Group LLC(1)
Secured Convertible Promissory Note(3) $4.8 02/21/2024 C 33,136 02/21/2024 03/01/2024 Common Stock 6,992 (3) 0 I Balmoral Financial Group LLC(1)
Explanation of Responses:
1. The securities are held by Balmoral Financial Group LLC ("Balmoral"). The Reporting Person serves as a manager of Balmoral, which also manages a retirement account for the Reporting Person, and, accordingly, the Reporting Person may also be deemed to beneficially own the shares of common stock held by Balmoral (or managed by Balmoral, in respect of the retirement account).
2. Represents $65,513.61 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which automatically converted into 13,649 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.
3. Represents $33,136.00 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due March 1, 2024, which automatically converted into 6,992 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 88 shares of common stock issued as consideration for this senior secured convertible promissory note.
/s/ Ezra Friedberg 02/23/2024
** 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 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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