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*
Aperture Healthcare Ventures Ltd.

(Last) (First) (Middle)
970 LAWRENCE AVENUE WEST
SUITE 904

(Street)
TORONTO A6 M6A 3B6

(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 X 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)
Common Stock 426,566 D(3)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Promissory Note (1) 02/29/2024 Common Stock 11,532(1) (1) D(3)
Senior Secured Convertible Promissory Note (2) 03/01/2024 Common Stock 5,965(2) (2) D(3)
Explanation of Responses:
1. Represents $55,371.91 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which will automatically convert into 11,536 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.
2. Represents $28,282.11 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due March 1, 2024, which will automatically convert into 5,968 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 75 shares of common stock issuable as consideration for this senior secured convertible promissory note.
3. Avi Wachsman has sole voting and dispositive power over the shares held by the Reporting Person as to which Mr. Wachsman disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
Aperture Healthcare Ventures Ltd., By /s/ Avi Wachsman 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.
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