SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Francis Knuettel II

(Last)

(First)

(Middle)

C/O CHROMOCELL THERAPEUTICS CORPORATION

4400 ROUTE 9 SOUTH, SUITE 1000

(Street)

FREEHOLD

07728

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2024

3. Issuer Name and Ticker or Trading Symbol
Chromocell Therapeutics Corp [ CHRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO, CFO, Treas & Sec

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options	⁽²⁾	01/10/2033	Common Stock	22,223⁽²⁾	$22.68	I	Camden Capital LLC⁽¹⁾
Stock Options	⁽³⁾	01/10/2033	Common Stock	2,778⁽³⁾	$22.68	I	Camden Capital LLC⁽¹⁾
Stock Options	⁽⁴⁾	06/23/2033	Common Stock	27,778⁽⁴⁾	$22.68	I	Camden Capital LLC⁽¹⁾

Explanation of Responses:

1. The securities are held by Camden Capital LLC. The Reporting Person, as the manager of Camden Capital LLC, is deemed to be a beneficial owner of these securities.

2. On January 10, 2023, Camden Capital LLC was granted stock options to purchase 22,223 shares of common stock at an exercise price of $22.68 per share. 2,223 shares of such options became exercisable on October 1, 2022, 2,223 shares of such options became exercisable on January 1, 2023, 2,223 shares of such options became exercisable on April 1, 2023, 2,223 shares of such options became exercisable on July 1, 2023, 2,223 shares were vested on October 1, 2023, 2,223 shares were vested on January 1, 2024, 2,223 shares will vest on April 1, 2024 and the remaining 6,662 shares of such options shall become exercisable in equal installments on a quarterly basis, subject to the Reporting Person's continued service to Issuer. The final installment shall become exercisable on January 1, 2025, subject to the Reporting Person's continued service to Issuer.

3. On January 10, 2023, Camden Capital LLC was granted stock options to purchase 2,778 shares of common stock at an exercise price of $22.68 per share, which shall become exercisable upon the closing of Issuer's initial public offering.

4. On June 23, 2023, Camden Capital LLC was granted stock options to purchase 27,778 shares of common stock at an exercise price of $22.68 per share, which shall become exercisable within thirty (30) days of the closing of Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Francis Knuettel II	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.