Todd C. Davis - Feb 15, 2024 Form 3 Insider Report for Chromocell Therapeutics Corp (CHRO)

Role
Director
Signature
/s/ Todd Davis
Stock symbol
CHRO
Transactions as of
Feb 15, 2024
Transactions value $
$0
Form type
3
Date filed
2/15/2024, 08:02 PM
Previous filing
Sep 25, 2023
Next filing
Feb 23, 2024

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 Promissory Note Feb 15, 2024 Common Stock $175K Direct F1
holding CHRO Stock Options Feb 15, 2024 Common Stock 33.3K $22.68 Direct F2
holding CHRO Stock Options Feb 15, 2024 Common Stock 22.2K $22.68 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person holds a promissory note with a face amount of $175,000 and purchase price of $100,000, which provides the Reporting Person the right but not the obligation, to purchase securities offered in the Issuer's initial public offering by presenting the promissory note in whole or in part to purchase such securities as legal tender therefor on a dollar-for-dollar basis based upon the offering price of such securities to the public. The promissory note bears no interest except in the case of certain events of default.
F2 On January 10, 2023, the Reporting Person was granted stock options to purchase 33,334 shares of common stock at an exercise price of $22.68 per share. 3,334 shares of such options became exercisable on April 10, 2023, 3,334 shares of such options became exercisable on July 10, 2023, 3,334 shares of such options became exercisable on October 10, 2023, 3,334 shares of such options became exercisable on January 10, 2024, 3,334 shares of such options will become exercisable on April 10, 2024 and the remaining 16,664 shares of such options shall become exercisable in equal installments on a quarterly basis, subject to the Reporting Person's continued service to Issuer. The final installment shall become exercisable on July 10, 2025, subject to the Reporting Person's continued service to Issuer.
F3 On January 10, 2023, the Reporting Person was granted stock options to purchase 22,223 shares of common stock at an exercise price of $22.68 per share which shall become exercisable upon Issuer's establishment of a second clinical program, subject to the Reporting Person's continued service to Issuer.

Remarks:

Exhibit 24 - Power of Attorney