Sec Form 4 Filing - Friedberg Ezra M @ Chromocell Therapeutics Corp - 2024-02-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Friedberg Ezra M 2. Issuer Name and Ticker or Trading Symbol Chromocell Therapeutics Corp [ CHRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CHROMOCELL THERAPEUTICS CORPORATION, 4400 ROUTE 9 SOUTH, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2024 (Street) FREEHOLD, NJ07728 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/21/2024 M( 2 ) 13,649 ( 2 ) A $ 4.8 ( 2 ) 513,727 I Balmoral Financial Group LLC ( 1 ) Common Stock 02/21/2024 M( 3 ) 6,992 ( 3 ) A $ 4.8 ( 3 ) 520,719 I Balmoral Financial Group LLC ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expir ation Date Title Amount or Number of Shares Secured Convertible Promissory Note ( 2 ) $ 4.8 02/21/2024 C 65,513.61 02/21/2024 02/29/2024 Common Stock 13,649 ( 2 ) 0 I Balmoral Financial Group LLC ( 1 ) Secured Convertible Promissory Note ( 3 ) $ 4.8 02/21/2024 C 33,136 02/21/2024 03/01/2024 Common Stock 6,992 ( 3 ) 0 I Balmoral Financial Group LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Friedberg Ezra M C/O CHROMOCELL THERAPEUTICS CORPORATION 4400 ROUTE 9 SOUTH, SUITE 1000 FREEHOLD, NJ07728 X Signatures /s/ Ezra Friedberg 02/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are held by Balmoral Financial Group LLC ("Balmoral"). The Reporting Person serves as a manager of Balmoral, which also manages a retirement account for the Reporting Person, and, accordingly, the Reporting Person may also be deemed to beneficially own the shares of common stock held by Balmoral (or managed by Balmoral, in respect of the retirement account). ( 2 )Represents $65,513.61 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which automatically converted 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. ( 3 )Represents $33,136.00 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due March 1, 2024, which automatically converted 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 issued as consideration for this senior secured convertible promissory note.

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 4(b)(v).

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