0001753926-24-000316.txt : 20240215 0001753926-24-000316.hdr.sgml : 20240215 20240215200625 ACCESSION NUMBER: 0001753926-24-000316 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240215 FILED AS OF DATE: 20240215 DATE AS OF CHANGE: 20240215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Friedberg Ezra M CENTRAL INDEX KEY: 0001679440 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41964 FILM NUMBER: 24645510 MAIL ADDRESS: STREET 1: 1000 MARINA BOULEVARD STREET 2: SUITE 250 CITY: BRISBANE STATE: CA ZIP: 94005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Balmoral Financial Group LLC CENTRAL INDEX KEY: 0001988769 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41964 FILM NUMBER: 24645509 BUSINESS ADDRESS: STREET 1: 106 COURT ROAD STREET 2: SUITE 202 CITY: BALTIMORE STATE: MD ZIP: 21208 BUSINESS PHONE: (212) 810-1377 MAIL ADDRESS: STREET 1: 106 COURT ROAD STREET 2: SUITE 202 CITY: BALTIMORE STATE: MD ZIP: 21208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chromocell Therapeutics Corp CENTRAL INDEX KEY: 0001919246 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 863335449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 685 US HIGHWAY ONE CITY: NORTH BRUNSWICK STATE: NJ ZIP: 08902 BUSINESS PHONE: 9176446313 MAIL ADDRESS: STREET 1: 685 US HIGHWAY ONE CITY: NORTH BRUNSWICK STATE: NJ ZIP: 08902 3 1 ownership.xml X0206 3 2024-02-15 0 0001919246 Chromocell Therapeutics Corp CHRO 0001679440 Friedberg Ezra M C/O CHROMOCELL THERAPEUTICS CORPORATION 4400 ROUTE 9 SOUTH, SUITE 1000 FREEHOLD NJ 07728 1 0 1 0 0001988769 Balmoral Financial Group LLC 106 COURT ROAD SUITE 202 BALTIMORE MD 21208 0 0 1 0 Common Stock 500078 D Stock Options 22.68 2033-01-10 Common Stock 16667 D Senior Secured Convertible Promissory Note 2024-02-29 Common Stock 13649 D Senior Secured Convertible Promissory Note 2024-03-01 Common Stock 6992 D These securities are held directly by Balmoral Financial Group LLC and indirectly by Ezra Friedberg, the manager of Balmoral Financial Group LLC. Mr. Friedberg has sole voting and dispositive power over the shares held by Balmoral Financial Group LLC as to which Mr. Friedberg disclaims beneficial ownership except to the extent of his pecuniary interest therein. These securities are held directly by Mr. Friedberg. On January 10, 2023, Mr. Friedberg was granted stock options to purchase 16,667 shares of common stock at an exercise price of $22.68 per share. 1,667 shares of such options became exercisable on April 10, 2023, 1,667 shares of such options became exercisable on July 10, 2023, 1,667 shares of such options became exercisable on July 10, 2023, 1,667 shares of such options became exercisable on October 10, 2023, 1,667 shares of such options became exercisable on January 10, 2024, 1,667 shares of such options will become exercisable on April 10, 2024, and the remaining 6,665 shares of such options shall become exercisable in equal installments on a quarterly basis, subject to Mr. Friedberg's continued service to Issuer. The final installment shall become exercisable on July 10, 2025, subject to Mr. Friedberg's continued service to Issuer. Represents $65,513.61 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which will automatically convert 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.which will automatically convert 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. Represents $33,136.00 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due March 1, 2024, which will automatically convert into 6,992 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 issuable as consideration for this senior secured convertible promissory note. Exhibit 24 - Power of Attorney /s/ Ezra Friedberg 2024-02-15 Balmoral Financial Group by /s/ Ezra Friedberg 2024-02-15 EX-24 2 g084047_ex24.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Aaron M. Schleicher, Esq. and Chuanyang Jiang, Esq. of the law firm Sullivan & Worcester LLP and Francis Knuettel II, individually and not jointly, as the undersigned’s true and lawful attorneys-in-fact to:

(1)             prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) an Application for EDGAR Access (Form ID), including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;

(2)             execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Chromocell Therapeutics Corporation (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act and the rules thereunder;

(3)             do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)             take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of August, 2023.

    /s/ Ezra Friedberg
    Ezra Friedberg
     
     
     


 

  

 

 EX-24 3 g084047_ex24a.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Aaron M. Schleicher, Esq. and Chuanyang Jiang, Esq. of the law firm Sullivan & Worcester LLP and Francis Knuettel II, individually and not jointly, as the undersigned’s true and lawful attorneys-in-fact to:

(1)             prepare, execute, and file for and on behalf of the undersigned a Form ID Application (the “Form ID”) and any other related documents necessary or appropriate to obtain from the Electronic Data Gathering and Retrieval System (“EDGAR”) of the U.S. Securities and Exchange Commission (the “SEC”) the codes, numbers and passphrases enabling the undersigned to make electronic filings with the SEC as required under the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;

(2)             do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form ID and the timely filing of such forms with the SEC;

(3)             execute for and on behalf of the undersigned, as a 10% stockholder of Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act and the rules promulgated thereunder;

(4)             do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(5)             take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signature Page Follows]

  

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of August, 2023.

BALMORAL FINANCIAL GROUP LLC
     
     
     
   By: /s/ Ezra Friedberg
    Name: Ezra Friedberg
    Title: General Partner