Chromocell Therapeutics Files Definitive Proxy Statement

TL;DR

Chromocell Proxy Statement filed. Annual meeting details inside.

AI Summary

Chromocell Therapeutics Corp filed a Definitive Proxy Statement (DEF 14A) on September 26, 2024, for its annual meeting. The filing concerns the company's corporate governance and shareholder matters, as is standard for a DEF 14A filing. No specific financial figures or significant events beyond the routine proxy statement are detailed in the provided excerpt.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including voting matters and executive compensation, allowing them to make informed decisions.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which typically contains standard corporate governance information and does not indicate new risks.

Key Players & Entities

• Chromocell Therapeutics Corp (company) — Registrant
• 0001140361-24-042069 (filing_id) — Accession Number
• 20240926 (date) — Filing Date
• 20241022 (date) — Period of Report

FAQ

Key Financial Figures

• $0.0001 — er of shares of Common Stock, par value $0.0001 per share (the “Common Stock&#x2

Filing Documents

• ny20034854x2_def14a.htm (DEF 14A) — 951KB
• logo_chromocell.jpg (GRAPHIC) — 20KB
• ny20034854x2_pc01.jpg (GRAPHIC) — 736KB
• ny20034854x2_pc02.jpg (GRAPHIC) — 492KB
• 0001140361-24-042069.txt ( ) — 2669KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     6         ELECTION OF DIRECTORS (Proposal No. 1)     8 Vote Required and Recommendation     10         CORPORATE GOVERNANCE     11 Board of Directors     11 Director Independence     11 Board Meetings and Attendance     11 Annual Meeting Attendance     11 Stockholder Communications with the Board     12 Committees of Our Board of Directors     12 Family Relationships     13 Involvement in Certain Legal Proceedings     13 Leadership Structure of the Board     13 Risk Oversight     13 Insider Trading Arrangements and Policies     13 Hedging Policy     14 Information About Our Executive Officers     14 Delinquent Section 16(a) Reports     14         DIRECTOR COMPENSATION     15         EXECUTIVE OFFICER COMPENSATION     16 Summary Compensation Table for Fiscal Years 2023 and 2022     16 Employment Agreements     16 Outstanding Equity Awards as of December 31, 2023     18         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     19 Review, Approval or Ratification of Transactions with Related Parties     22         AUDIT COMMITTEE REPORT     23 Role of the Audit Committee     23         APPROVAL OF AMENDMENT TO THE 2023 PLAN (Proposal No. 2)     24 Overview     24 Summary of the 2023 Plan and Amendment     24 Federal Tax Aspec

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of our capital stock as of September 26, 2024 by (a) each person, or group of affiliated persons, who is known to us to own beneficially 5% or more of our outstanding voting securities; (b) each of our directors; (c) each of our named executive officers; and (d) all of our named executive officers and directors as a group. Except as otherwise indicated in the footnotes below, we believe, based on the information provided to us, that all persons listed below have sole voting power and investment power with respect to their shares of Common Stock or other equity securities that they beneficially own, subject to community property laws where applicable. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock or other equity securities of the Company that such person has the right to acquire within sixty (60) days of September 26, 2024. For purposes of computing the percentage of outstanding shares of our Common Stock or other equity securities of the Company held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of September 26, 2024 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares of Common Stock or other equity securities of the Company listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise identified, the address of our directors and executive officers is 4400 Route 9 South, Suite 1000, Freehold, NJ 07728. On February 15, 2024, the Company effected a 9-for-1 reverse stock split of its outstanding Common Stock (the “Stock Split”).