false 0001919246 0001919246 2024-08-05 2024-08-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 5, 2024

 

Chromocell Therapeutics Corporation
(Exact name of registrant as specified in its charter)

 

Delaware    001-41964   86-3335449
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

4400 Route 9 South, Suite 1000
Freehold, NJ
  07728
(Address of registrant’s principal executive office)   (Zip code)

 

Registrant’s telephone number, including area code: (877) 265-8266

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.0001 per share   CHRO   The NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

  

 

 

Item 8.01 Other Events.

 

On August 5, 2024, the board of directors of Chromocell Therapeutics Corporation (the “Company”) authorized a stock repurchase plan (the “Repurchase Plan”) pursuant to which up to $250,000 of the Company’s common stock, par value, $0.0001 per share, may be repurchased prior to December 31, 2024, unless completed sooner or otherwise extended. Open market purchases are intended to be conducted in accordance with applicable Securities and Exchange Commission regulations, including the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and actual number of shares repurchased will depend on a variety of factors including trading price, the Company’s financial performance, corporate and regulatory requirements and other market conditions.

 

A copy of the press release dated August 7, 2024 announcing the Repurchase Plan is filed as Exhibit 99.1, and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated August 7, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

  

 

  

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 7, 2024 CHROMOCELL THERAPEUTICS CORPORATION
     
  By: /s/ Francis Knuettel II
    Name: Francis Knuettel II
Title: Chief Executive Officer and Chief Financial Officer