Chromocell Therapeutics Corp. Files Amendment No. 12 to S-1 Registration Statement

TL;DR

<b>Chromocell Therapeutics Corp. filed an S-1/A amendment on February 12, 2024, for its registration statement.</b>

AI Summary

Chromocell Therapeutics Corp (PTHS) filed a Amended IPO Registration (S-1/A) with the SEC on February 12, 2024. Chromocell Therapeutics Corporation filed an amendment (No. 12) to its Form S-1 Registration Statement on February 12, 2024. The filing is related to the Securities Act of 1933, with SEC file number 333-269188. The company is incorporated in Delaware and its fiscal year ends on December 31. Chromocell Therapeutics Corp. is classified as a non-accelerated filer, a smaller reporting company, and an emerging growth company. The principal executive offices are located at 4400 Route 9 South, Suite 1000, Freehold, NJ 07728.

Why It Matters

For investors and stakeholders tracking Chromocell Therapeutics Corp, this filing contains several important signals. This amendment indicates ongoing efforts by Chromocell Therapeutics to register securities, suggesting potential future public offerings or stock-related activities. The classification as a smaller reporting company and emerging growth company may allow Chromocell Therapeutics to benefit from certain regulatory accommodations and disclosure requirements.

Risk Assessment

Risk Level: low — Chromocell Therapeutics Corp shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step for companies planning to offer securities, and does not contain new financial performance data or significant business updates.

Analyst Insight

Monitor for further amendments or filings that may provide details on the proposed offering or business developments.

Key Numbers

• 12 — Amendment Number (Amendment No. 12 to FORM S-1 REGISTRATION STATEMENT)
• 333-269188 — SEC File Number (SEC FILE NUMBER: 333-269188)
• 2024-02-12 — Filing Date (FILED AS OF DATE: 20240212)
• 08902 — ZIP Code (BUSINESS ADDRESS: STREET 1: 685 US HIGHWAY ONE CITY: NORTH BRUNSWICK STATE: NJ ZIP: 08902)
• 07728 — ZIP Code (BUSINESS ADDRESS: 4400 Route 9 South, Suite 1000 Freehold, NJ 07728)
• 86-3335449 — IRS Number (I.R.S. Employer Identification Number: 863335449)

Key Players & Entities

• Chromocell Therapeutics Corp. (company) — Registrant
• February 12, 2024 (date) — Filing date
• 333-269188 (other) — SEC file number
• Francis Knuettel II (person) — Interim Chief Executive Officer and Chief Financial Officer
• Sullivan & Worcester LLP (company) — Legal counsel
• Manatt, Phelps & Phillips, LLP (company) — Legal counsel
• Delaware (other) — State of incorporation
• 2836 (other) — Standard Industrial Classification Code Number

Forward-Looking Statements

• Chromocell Therapeutics Corp will complete its public offering within the next 6-12 months. (Chromocell Therapeutics Corp) — medium confidence, target: 2025-02-12
• The company will use the proceeds from the offering to fund its biological product development. (Chromocell Therapeutics Corp) — high confidence, target: 2025-02-12

FAQ

Industry Context

The company operates in the biological products sector, specifically focusing on products other than diagnostic substances.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review future SEC filings for updates on the registration statement and any subsequent offering details.
2. Monitor company announcements for any business developments or strategic changes.
3. Track the company's classification as an emerging growth company for potential regulatory benefits.

Year-Over-Year Comparison

This filing is an amendment to a previous registration statement and does not provide comparative data from a prior period.

Key Financial Figures

• $0.0001 — res&rdquo;), of common stock, par value $0.0001 per share (the &ldquo;Common Stock&rdqu
• $6.00 — ssumed initial public offering price of $6.00 per share. We anticipate that the initi
• $5.50 — O Shares offered hereby will be between $5.50 and $6.50 per IPO Share, assuming a 1-f
• $6.50 — ffered hereby will be between $5.50 and $6.50 per IPO Share, assuming a 1-for-9 rever
• $562,932 — IPO Shares includes an aggregate of (i) $562,932 in shares at the public offering price
• $450,000 — te in the aggregate principal amount of $450,000 and accrued interest of approximately $
• $112,932 — 0 and accrued interest of approximately $112,932 (the &ldquo;Investor Note&rdquo;) (93,8
• $175,000 — and through February 19, 2024) and (ii) $175,000 in shares at the public offering price
• $1.6 million — Chromocell Holdings will re-assume all $1.6 million in direct liabilities previously assume
• $0.6 million — to make a cash payment in the amount of $0.6 million to Chromocell Holdings, and (c) in cons
• $389,757 — nto 499,429 shares of Common Stock, (C) $389,757 and accrued interest of approximately $
• $28,165 — 7 and accrued interest of approximately $28,165 as of February 19, 2024 outstanding und
• $197,421 — tely 87,075 shares of Common Stock, (D) $197,421 and accrued interest of $8,083 as of Fe
• $8,083 — k, (D) $197,421 and accrued interest of $8,083 as of February 19, 2024 outstanding und
• $67 billion — ment market was valued at approximately $67 billion in 2021, and it is expected to have re

Filing Documents

• g084025_s1a.htm (S-1/A) — 2665KB
• g084025_ex4-32.htm (EX-4.32) — 23KB
• g084025_ex4-33.htm (EX-4.33) — 22KB
• g084025_ex4-34.htm (EX-4.34) — 18KB
• g084025_ex5-1.htm (EX-5.1) — 23KB
• g084025_ex23-1.htm (EX-23.1) — 5KB
• g084025_ex107.htm (EX-FILING FEES) — 18KB
• img001_v2.jpg (GRAPHIC) — 4KB
• img001_v1.jpg (GRAPHIC) — 4KB
• img002_v1.jpg (GRAPHIC) — 6KB
• 0001753926-24-000266.txt (&nbsp;) — 2794KB

DILUTION

DILUTION 45 MANAGEMENT&rsquo;S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47

BUSINESS

BUSINESS 54 MANAGEMENT 78 EXECUTIVE COMPENSATION 82 CERTAIN RELATIONSHIPS AND RELATED PARTY AND OTHER TRANSACTIONS 86 PRINCIPAL STOCKHOLDERS 87 DESCRIPTION OF CAPITAL STOCK 88 SHARES ELIGIBLE FOR FUTURE SALE 93 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 95 SELLING STOCKHOLDERS 101 PLAN OF DISTRIBUTION 102

UNDERWRITING

UNDERWRITING 105 LEGAL MATTERS 111 EXPERTS 111 WHERE YOU CAN FIND MORE INFORMATION 111 INDEX TO FINANCIAL STATEMENTS F-1 ABOUT THIS PROSPECTUS Neither we, the Selling Stockholders nor the underwriters have authorized anyone to provide you with information or make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We, the Selling Stockholders and the underwriters take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: we, the Selling Stockholders and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. Solely for convenience, our trademarks and tradenames referred to in this prospectus and the registration statement of which it forms a part may appear without the &reg; or &trade; symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. Information contained in, and that can

Business

Business Overview We are a clinical-stage biotech company focused on developing and commercializing new therapeutics to alleviate pain. Our clinical focus is to selectively target the sodium ion-channel known as &ldquo;NaV1.7&rdquo;, as well as other receptors in the NaV family. NaV1.7 has been genetically validated as a pain receptor in human physiology. Genetic studies have shown that families with a certain inherited NaV1.7 modulation consistently show a pathology of not feeling pain. A NaV1.7 blocker is a chemical entity that modulates the structure of the sodium-channel in a way to prevent the transmission of pain perception to the central nervous system (&ldquo;CNS&rdquo;). Our goal is to develop a novel and proprietary class of NaV blockers that target the body&rsquo;s peripheral nervous system, initially for Erythromelalgia (&ldquo;EM&rdquo;), a rare condition that primarily affects the feet and, less commonly, the hands (extremities). It is characterized by intense, burning pain of affected extremities, severe redness (erythema), and increased skin temperature that may be episodic or almost continuous in nature. According to Mordor Intelligence, the global pain management market was valued at approximately $67 billion in 2021, and it is expected to have revenues of $89 billion in 2027, with a compound annual growth rate (&ldquo;CAGR&rdquo;) of 4.65% over the forecast period. Also, according to Mordor Intelligence, the United States has the largest market for pain management pharmaceuticals and Asia-Pacific is the region showing the strongest growth. North America holds the largest share in the pain management market, with the United States being the most significant contributor to its revenue. According to data published by the Centers for Disease Control and Prevention (&ldquo;CDC&rdquo;), in 2019, 20.4% of adults had chronic pain, and 7.4% of adults had chronic pain that had limited work and daily activities frequently. Additionally,