SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Chromocell Therapeutics Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
171126105
(CUSIP Number)
February 21, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 171126105 |
13G | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS
|
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC USE
ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Ireland |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 483,406 |
| 6. | SHARED VOTING POWER
0 | |
| 7. | SOLE
DISPOSITIVE POWER 483,406 | |
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 483,406 |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.4% (1) |
| 12. | TYPE
OF REPORTING PERSON (see instructions) CO |
(1) The percentage set forth in row (11) is based on 5,767,525 shares of the issuer’s common stock, par value $0.0001 per share (“Common Stock”), outstanding as of February 21, 2024 following the issuer’s initial public offering of Common Stock, as disclosed in the prospectus, dated February 15, 2024, filed by the issuer pursuant to Rule 424 of the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission on February 20, 2024.
| CUSIP No. 171126105 | 13G | Page 3 of 6 Pages |
Item 1
(a) Name of Issuer:
Chromocell Therapeutics Corporation (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
4400 Route 9 South, Suite 1000
Freehold, New Jersey 07728
Item 2(a). Names of Persons Filing:
This Statement on Schedule 13G (the “Schedule 13G”) is filed by Motif Pharmaceuticals Ltd., a company incorporated in Ireland (the “Reporting Person”).
The filing of this Schedule 13G should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the securities reported herein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of the Reporting Person is 25 and 28 North Wall Quay, Dublin 1, Ireland.
Item 2(c). Citizenship:
The Reporting Person is a company incorporated in Ireland.
Item 2(d). Title of Class of Securities:
Common stock, par value $0.0001 per share, of the Issuer (the “Common Stock”).
Item 2(e). CUSIP Number: 171126105
| CUSIP No. 171126105 | 13G | Page 4 of 6 Pages |
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G and is incorporated herein by reference for the Reporting Person. The ownership percentages reported are based on (i) 5,767,525 shares of Common Stock, outstanding as of February 21, 2024, (ii) 470,674 shares of Common Stock held by the Reporting Person prior to the consummation of the Issuer’s initial public offering (the “IPO”), and (iii) 12,732 shares of Common Stock issued to the Reporting Person upon conversion of certain senior secured convertible notes in connection with the consummation of the IPO.
Consequently, the Reporting Person is the beneficial owner of 483,406 shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
| CUSIP No. 171126105 | 13G | Page 5 of 6 Pages |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
| CUSIP No. 171126105 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: March 1, 2024 | MOTIF PHARMACEUTICAL LTD. |
| By: /s/ Zachary Klein | |
| Name: Zachary Klein | |
| Title: Director |