Channel Therapeutics (CHRO) Form 3 Initial statement of insider ownership

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

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1. Name and Address of Reporting Person^*

Motif Pharmaceuticals Ltd.

(Last) (First) (Middle)

25 AND 28 NORTH WALL QUAY

(Street)

DUBLIN L2 D01 H104

(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)

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)

X	Form filed by One Reporting Person
	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	470,674	D(2)

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
Senior Secured Convertible Promissory Note	(1)	02/29/2024	Common Stock	12,732(1)	(1)	D(2)

Explanation of Responses:

1. Represents $61,109.98 of outstanding principal and accrued and unpaid interest of this senior secured convertible promissory note, due February 29, 2024, which will automatically convert into 12,732 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.

2. Zachary Klein has sole voting and dispositive power over the shares held by the Reporting Person as to which Mr. Klein disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	Motif Pharmaceuticals Ltd., By /s/ Zachary Klein	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.
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