Chromocell Therapeutics Amends Bylaws, Sells Equity

TL;DR

**Chromocell Therapeutics just made a private equity sale and changed its bylaws, watch for potential shifts!**

AI Summary

Chromocell Therapeutics Corp. entered into a Material Definitive Agreement on February 15, 2024, involving an unregistered sale of equity securities. This event also included amendments to the company's Articles of Incorporation or Bylaws. The filing, dated February 22, 2024, indicates a change in the company's capital structure and governance.

Why It Matters

This filing signals a significant change in Chromocell Therapeutics' corporate structure and potentially its financial standing, which could impact current and future investors.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can dilute existing shareholders, and bylaw amendments can alter corporate governance, both carrying inherent risks.

Key Players & Entities

• Chromocell Therapeutics Corp. (company) — Registrant
• February 15, 2024 (date) — Date of earliest event reported
• Delaware (company) — State of incorporation
• 001-41964 (dollar_amount) — SEC File Number
• 86-3335449 (dollar_amount) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value CHRO The NYSE American LL
• $6.00 — on Stock"), at a price to the public of $6.00 per share, less underwriting discounts
• $6.6 million — nitial Public Offering of approximately $6.6 million prior to deducting the underwriting dis
• $7.50 — rice of the Representative's Warrant is $7.50 per share, which is equal to 125% of th

Filing Documents

• g084068_8k.htm (8-K) — 57KB
• g084068_ex1-1.htm (EX-1.1) — 300KB
• g084068_ex1-2.htm (EX-1.2) — 22KB
• g084068_ex3-1.htm (EX-3.1) — 76KB
• g084068_ex3-2.htm (EX-3.2) — 184KB
• g084068_ex4-1.htm (EX-4.1) — 118KB
• g084068_ex99-1.htm (EX-99.1) — 14KB
• g084068_ex99-2.htm (EX-99.2) — 12KB
• 0001753926-24-000356.txt ( ) — 1105KB
• chro-20240215.xsd (EX-101.SCH) — 3KB
• chro-20240215_lab.xml (EX-101.LAB) — 33KB
• chro-20240215_pre.xml (EX-101.PRE) — 22KB
• g084068_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into Material Definitive Agreement. On February 15, 2024, Chromocell Therapeutics Corporation, a Delaware corporation (the "Company") entered into an underwriting agreement, as amended by that certain Letter Agreement, dated February 16, 2024 (together, the "Underwriting Agreement") with A.G.P./Alliance Global Partners, as the representative of the underwriters named therein (the "Representative" or, the "Underwriter"), relating to the issuance and sale by the Company to the Underwriter (the "Initial Public Offering") of an aggregate of 1,100,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price to the public of $6.00 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Underwriter was granted an option (the "Over-Allotment Option") for a period of 45 days to purchase from the Company up to an additional 165,000 shares of Common Stock, at the same price per share, to cover over-allotments, if any. In connection with the Initial Public Offering, the Company listed its Common Stock on the NYSE American LLC ("NYSE American") effective as of February 16, 2024, and the Common Stock commenced trading on NYSE American effective as of February 16, 2024 under the symbol "CHRO". The material terms of the Initial Public Offering are described in the final prospectus, dated February 15, 2023 (the "IPO Prospectus"), as filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act") on February 20, 2024. The Initial Public Offering was conducted pursuant to a registration statement, as amended, on Form S-1 (File No. 333-269188), initially filed by the Company under the Securities Act with the SEC on January 11, 2023, which was declared effective on February 14, 2024 (the "Registration Statement"). Pursuant to the Underwriting Agreement, the Comp

02

Item 3.02 Unregistered Sale of Equity Securities. The information required by this Item 3.02 is set forth in Item 1.01 above, which is incorporated herein by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 15, 2024, the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the pricing of the Initial Public Offering. The Company's board of directors and stockholders previously approved the Restated Certificate to be effective upon the pricing of the Initial Public Offering. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Board of Directors of the Company and the majority of stockholders approved a reverse stock split of the Company's Common Stock, which became effective on February 15, 2024 (the "Reverse Stock Split"). Pursuant to the Reverse Stock Split, each nine (9) shares of the Company's outstanding shares of Common Stock automatically converted into one share of Common Stock. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split, all of which shares of Common Stock were rounded up to the nearest whole number of such shares. The Company's Common Stock commenced trading on NYSE American, on a post-split basis, upon the opening of trading on February 16, 2024. The Reverse Stock Split was effected by filing of the Restated Certificate. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power remained virtually unchanged except for minor changes and adjustments resulting from rounding fractional shares into whole shares. The rights and privileges of the stockholders will be substantially unaffected by the Reverse Stock Split. All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split were appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities wer

01

Item 8.01 Other Events. The Company issued press releases announcing the pricing and closing of the Initial Public Offering on February 15, 2024 and February 21, 2024, respectively. Copies of the press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein. The information in this Item 8.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such filing.

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated February 15, 2024, between the Company and A.G.P./Alliance Global Partners, as Representative of the Underwriters 1.2 Letter Agreement to Underwriting Agreement, dated as of February 16, 2024, between the Company and A.G.P./Alliance Global Partners, as Representative of the Underwriters 3.1 Amended and Restated Certificate of Incorporation 3.2 Amended and Restated By-laws 4.1 Representative's Warrant 99.1 Press Release, dated February 15, 2024 99.2 Press Release, dated February 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHROMOCELL THERAPEUTICS CORPORATION Date: February 22, 2024 By: /s/ Francis Knuettel II Name: Francis Knuettel II Title: Interim Chief Executive Officer and Chief Financial Officer, Treasurer and Secretary