Chromocell Therapeutics Reports Material Agreement and Financial Updates

Ticker: PTHS · Form: 8-K · Filed: 2024-07-29T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

TL;DR

Chromocell signed a big deal, took on debt, and sold stock. Big moves happening.

AI Summary

Chromocell Therapeutics Corporation entered into a material definitive agreement on July 24, 2024. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, the filing notes unregistered sales of equity securities and includes a Regulation FD disclosure, along with other events and financial statements.

Why It Matters

This filing indicates significant corporate actions, including new agreements and financial obligations, which could impact the company's future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Chromocell Therapeutics Corporation?

The filing states that Chromocell Therapeutics Corporation entered into a material definitive agreement on July 24, 2024, but the specific details of this agreement are not provided in the provided text.

What type of financial obligation did Chromocell Therapeutics Corporation incur?

Chromocell Therapeutics Corporation incurred a direct financial obligation or an obligation under an off-balance sheet arrangement, as reported in the filing.

Were there any unregistered sales of equity securities by Chromocell Therapeutics Corporation?

Yes, the filing indicates unregistered sales of equity securities by Chromocell Therapeutics Corporation.

What is the primary business of Chromocell Therapeutics Corporation?

Chromocell Therapeutics Corporation is in the business of Biological Products (No Diagnostic Substances), with SIC code 2836.

Where is Chromocell Therapeutics Corporation located?

Chromocell Therapeutics Corporation's business and mailing address is 685 US Highway One, North Brunswick, NJ 08902.

Filing Stats: 4,889 words · 20 min read · ~16 pages · Grade level 19.4 · Accepted 2024-07-29 09:06:09

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Convertible Note Financing On July 24, 2024, Chromocell Therapeutics Corporation (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor (the "Holder"), pursuant to which the Company issued to the Holder a senior unsecured convertible note (the "Note") in the aggregate principal amount of $750,000, which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). The Note accrues interest at a rate of 6% per annum (which increases to 12% in the event of a default) and matures on August 24, 2025 (the "Maturity Date"). Interest is guaranteed through the Maturity Date regardless of whether the Note is earlier converted or redeemed. The Note is convertible by the holder thereof in whole or in part at any time after issuance and prior to the Maturity Date into shares of Common Stock based on a conversion price (the "Conversion Price") of $1.506 per share (the "Conversion Shares"), which cannot be reduced below $0.231 per share, and is subject to customary adjustments for stock splits, stock dividends, recapitalization and other similar transactions. Notwithstanding the foregoing, such conversions are subject to (i) a 4.99% beneficial ownership limitation contained in the Note, which may be increased to 9.99% upon 61 days' prior written notice to the Company by the Holder, and (ii) the Exchange Cap (as defined below). The Company has agreed to hold a meeting of its stockholders to seek approval of a waiver of the Exchange Cap - no later than ninety (90) days from July 24, 2024 ("Stockholder Approval"). The Note is redeemable by the Company in whole or in part at any time after issuance and prior to the Maturity Date in cash at a price equal to 110% of the greater of (i) the Note's outstanding principal amount, plus all accrued but unpaid interest and late charges due under the Note (the "Conversion

02

Item 3.02 Unregistered Sales of Equity Securities. The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Note was offered and sold, and the Conversion Shares and the Purchase Shares will be offered and sold, pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each of the Holder and Tikkun is an "accredited investor" as that term is defined in Rule 501 under the Securities Act. Neither the Note, Conversion Shares nor the Purchase Shares have been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. The Purchase Shares will not be issued and sold until the Registration Statement has been filed with and declared effective by the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Item 7.01 Regulation FD Disclosure. Reference is made to the applicable disclosure in Item 8.01 of this Current Report on Form 8-K regarding the presentation materials, which disclosure is incorporated by reference into this Item 7.01. Forward-Looking Statements Exhibit 99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

01

Item 8.01 Other Events. The Company intends to use the presentation materials furnished herewith as Exhibit 99.1, in whole or in part, in one or more meetings with investors and analysts. The presentation materials are incorporated by reference into this Item 8.01 and will be posted on the Company's website at https://www.chromocell.com. Information contained on the Company's website is not incorporated by reference into and should not be considered to be part of this Current Report on Form 8-K.

01

Item 9.01

Financial Statements and

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Convertible Note, dated July 24, 2024. 10.1* S

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