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^*

Davis Todd C

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
Promissory Note	⁽¹⁾	12/31/2023	Common Stock	$175,000⁽¹⁾	⁽¹⁾	D
Stock Options	⁽²⁾	01/10/2033	Common Stock	33,334⁽²⁾	$22.68	D
Stock Options	⁽³⁾	01/10/2033	Common Stock	22,223⁽³⁾	$22.68	D

Explanation of Responses:

1. The Reporting Person holds a promissory note with a face amount of $175,000 and purchase price of $100,000, which provides the Reporting Person the right but not the obligation, to purchase securities offered in the Issuer's initial public offering by presenting the promissory note in whole or in part to purchase such securities as legal tender therefor on a dollar-for-dollar basis based upon the offering price of such securities to the public. The promissory note bears no interest except in the case of certain events of default.

2. On January 10, 2023, the Reporting Person was granted stock options to purchase 33,334 shares of common stock at an exercise price of $22.68 per share. 3,334 shares of such options became exercisable on April 10, 2023, 3,334 shares of such options became exercisable on July 10, 2023, 3,334 shares of such options became exercisable on October 10, 2023, 3,334 shares of such options became exercisable on January 10, 2024, 3,334 shares of such options will become exercisable on April 10, 2024 and the remaining 16,664 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 July 10, 2025, subject to the Reporting Person's continued service to Issuer.

3. On January 10, 2023, the Reporting Person was granted stock options to purchase 22,223 shares of common stock at an exercise price of $22.68 per share which shall become exercisable upon Issuer's establishment of a second clinical program, subject to the Reporting Person's continued service to Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Todd Davis	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.