Ezra Friedberg Discloses Significant Stake in Chromocell Therapeutics

TL;DR

**Ezra Friedberg just revealed a new stake in Chromocell Therapeutics, watch for potential moves!**

AI Summary

Ezra M. Friedberg filed an initial Schedule 13D on February 26, 2024, reporting beneficial ownership of Chromocell Therapeutics Corporation (CUSIP 171126105) common stock. The filing indicates that the event requiring this statement occurred on February 15, 2024. This marks Friedberg's first public disclosure of a significant stake in the biological products company.

Why It Matters

This filing signals a new activist or influential investor in Chromocell Therapeutics, potentially leading to strategic changes or increased scrutiny of the company's operations.

Risk Assessment

Risk Level: medium — The filing of an initial 13D indicates a new significant shareholder, which can introduce both opportunities and uncertainties for the company's future direction.

Key Numbers

• 171126105 — CUSIP Number (Identifies Chromocell Therapeutics Corporation's Common Stock)
• 20240226 — Filing Date (Date the SC 13D was filed)
• 20240215 — Event Date (Date of event requiring the SC 13D filing)

Key Players & Entities

• Ezra M. Friedberg (person) — Filing Person
• Chromocell Therapeutics Corporation (company) — Subject Company
• Sullivan & Worcester LLP (company) — Legal Counsel for Filing Person
• David E. Danovitch (person) — Contact for Filing Person
• Aaron M. Schleicher (person) — Contact for Filing Person

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $22.68 — of Common Stock at an exercise price of $22.68 per share in connection with his servic

Filing Documents

• g084076_13d.htm (SC 13D) — 96KB
• 0001753926-24-000393.txt ( ) — 97KB

From the Filing

SC 13D 1 g084076_13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) David E. Danovitch, Esq. Aaron M. Schleicher, Esq. Charles E. Chambers, Jr., Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 (212) 660-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. *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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP No. 171126105 13D Page 2 of 8 Pages 1 name of reporting persons Ezra Friedberg 2 check the appropriate box if a member of a group* (a) (b) 3 sec use only 4 source of funds* PF, OO 5 check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 6 citizenship or place of organization United States number of shares beneficially owned by each reporting person with 7 sole voting power 25,002 (1) 8 shared voting power 520,719 (2) 9 sole dispositive power 25,002 (1) 10 shared dispositive power 520,719 (2) 11 aggregate amount beneficially owned by each reporting person 545,721 (1)(2) 12 check box if the aggregate amount in row (11) excludes certain shares* 13 percent of class represented by amount in row (11) 9.5% (3) 14 type of reporting person* IN * SEE INSTRUCTIONS (1) Consists of (i) 8,335 shares of common stock, par value $0.0001 per share (“Common Stock”) that may be issued on the exercise of stock options awarded by the Issuer to Mr. Friedberg in his capacity as a director of the Issuer, which are vested and exercisable within 60 days of the filing of this Schedule 13D and (ii) 16,667 shares of Common Stock purchased by Mr. Friedberg in connection with the closing of the initial public offering by the Issuer of the Common Stock, as disclosed in the final prospectus 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 22, 2024 (the “IPO”). (2) Consists of (i) 500,078 shares (the “Pre-IPO Shares”) of common stock, par value $0.0001 per share (“Common Stock”) purchased by Balmoral Financial Group LLC (“Balmoral”) and (ii) 20,641 shares of Common Stock issued to Balmoral upon conversion of certain senior secured convertible notes (the “Bridge Notes”) in connection with the consummation of the IPO. (2) Mr. Friedberg serves as a manager of Balmoral. CUSIP No. 171126105 13D Page 3 of 8 Pages (3) Calculated based on 5,767,525 shares of Common Stock outstanding as of February 21, 2024 following the closing of the IPO. The amount of additional shares of Common Stock that Mr. Friedberg has the right to acquire within 60 days of the filing of this Schedule 13D (8,335 shares) are deemed to be outstanding for purposes of calculating his beneficial ownership percentage. CUSIP No. 171126105 13D Page 4 of 8 Pages 1 name of reporting persons Balmoral Financial Group LLC 2 check the appropriate box if a member of a group* (a) (b) 3 sec use only 4 source of funds* PF 5 check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 6 citizenship or place of organization United States number of shares beneficially owned by each reporting person with 7 sole voting power 0 8 shared voting power 520,719 (1)(2) 9 sole dispositive power 0 10 shared dispositive power 520,719 (1)(2) 11 aggregate amount beneficially owned by each reporting person 520,719 (1)(2) 12 check box if the aggregate amount in row (11) excludes certain shares* 13 percent of class represented by amount in row (11) 9.0% (3) 14 type of reporting person* OO * SEE INSTRUCTIONS (