SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Friedberg Ezra M (Last) (First) (Middle) C/O CHROMOCELL THERAPEUTICS CORPORATION 4400 ROUTE 9 SOUTH, SUITE 1000 (Street) FREEHOLD NJ 07728 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2024	3. Issuer Name and Ticker or Trading Symbol Chromocell Therapeutics Corp [ CHRO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500,078	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(3)	01/10/2033	Common Stock	16,667(3)	$22.68	D(2)
Senior Secured Convertible Promissory Note	(4)	02/29/2024	Common Stock	13,649(4)	(4)	D(1)
Senior Secured Convertible Promissory Note	(5)	03/01/2024	Common Stock	6,992(5)	(5)	D(1)

1. Name and Address of Reporting Person* Friedberg Ezra M (Last) (First) (Middle) C/O CHROMOCELL THERAPEUTICS CORPORATION 4400 ROUTE 9 SOUTH, SUITE 1000 (Street) FREEHOLD NJ 07728 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Balmoral Financial Group LLC (Last) (First) (Middle) 106 COURT ROAD SUITE 202 (Street) BALTIMORE MD 21208 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. These securities are held directly by Mr. Friedberg.

3. 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.

4. 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.

5. 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

	/s/ Ezra Friedberg	02/15/2024
	Balmoral Financial Group by /s/ Ezra Friedberg	02/15/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.