Ezra M. Friedberg - 15 Feb 2024 Form 3 Insider Report for Chromocell Therapeutics Corp (CHRO)

Role
Director, 10%+ Owner
Signature
/s/ Ezra Friedberg
Issuer symbol
CHRO
Transactions as of
15 Feb 2024
Net transactions value
$0
Form type
3
Filing time
15 Feb 2024, 20:06:25 UTC
Next filing
12 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CHRO Common Stock 500,078 15 Feb 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CHRO Stock Options 15 Feb 2024 Common Stock 16,667 $22.68 Direct F2, F3
holding CHRO Senior Secured Convertible Promissory Note 15 Feb 2024 Common Stock 13,649 Direct F1, F4
holding CHRO Senior Secured Convertible Promissory Note 15 Feb 2024 Common Stock 6,992 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are held directly by Balmoral Financial Group LLC and indirectly by Ezra Friedberg, the manager of Balmoral Financial Group LLC. Mr. Friedberg has sole voting and dispositive power over the shares held by Balmoral Financial Group LLC as to which Mr. Friedberg disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F2 These securities are held directly by Mr. Friedberg.
F3 On January 10, 2023, Mr. Friedberg was granted stock options to purchase 16,667 shares of common stock at an exercise price of $22.68 per share. 1,667 shares of such options became exercisable on April 10, 2023, 1,667 shares of such options became exercisable on July 10, 2023, 1,667 shares of such options became exercisable on July 10, 2023, 1,667 shares of such options became exercisable on October 10, 2023, 1,667 shares of such options became exercisable on January 10, 2024, 1,667 shares of such options will become exercisable on April 10, 2024, and the remaining 6,665 shares of such options shall become exercisable in equal installments on a quarterly basis, subject to Mr. Friedberg's continued service to Issuer. The final installment shall become exercisable on July 10, 2025, subject to Mr. Friedberg's continued service to Issuer.
F4 Represents $65,513.61 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which will automatically convert into 13,649 shares of common stock of the Issuer at a conversion price of 80.0% of the offering price of the securities sold to the public in the Issuer's initial public offering.which will automatically convert into 13,649 shares of common stock of the Issuer at a conversion price of 80.0% of the offering price of the securities sold to the public in the Issuer's initial public offering.
F5 Represents $33,136.00 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due March 1, 2024, which will automatically convert into 6,992 shares of common stock of the Issuer at a conversion price of 80.0% of the offering price of the securities sold to the public in the Issuer's initial public offering, including an additional 88 shares of common stock issuable as consideration for this senior secured convertible promissory note.

Remarks:

Exhibit 24 - Power of Attorney