SC 13G: Chromocell Therapeutics Corp

AI Summary

SC 13G filing by Chromocell Therapeutics Corp.

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• g084086_13g.htm (SC 13G) — 55KB
• 0001753926-24-000459.txt ( ) — 57KB

From the Filing

SC 13G 1 g084086_13g.htm SC 13G 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 8 Pages 1. NAMES OF REPORTING PERSONS Boswell Prayer Ltd 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 Ontario, Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 471,592 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 471,592 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,592 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% (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 8 Pages 1. NAMES OF REPORTING PERSONS Rochelle Gross 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 Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 471,592 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 471,592 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,592 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% (1) 12. TYPE OF REPORTING PERSON (see instructions) IN (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 4 of 8 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: (i) Boswell Prayer Ltd, a business corporation incorporated in Ontario, Canada (“Boswell”); and (ii) Rochelle Gross (“Ms. Gross”). The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. Item 2(b). Address of Principal Business Office or, i