Sec Form 3 Filing - Francis Knuettel II @ Chromocell Therapeutics Corp - 2024-02-15

FORM 3 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 Francis Knuettel II 2. Issuer Name and Ticker or Trading Symbol Chromocell Therapeutics Corp [ CHRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CEO, CFO, Treas & Sec (Last) (First) (Middle) C/O CHROMOCELL THERAPEUTICS CORPORATION, 4400 ROUTE 9 SOUTH, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2024 (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

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 Expiration Date Title Amount or Number of Shares Stock Options $ 22.68 ( 2 ) 01/10/2033 Common Stock 22,223 ( 2 ) I Camden Capital LLC ( 1 ) Stock Options $ 22.68 ( 3 ) 01/10/2033 Common Stock 2,778 ( 3 ) I Camden Capital LLC ( 1 ) Stock Options $ 22.68 ( 4 ) 06/23/2033 Common Stock 27,778 ( 4 ) I Camden Capital LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Francis Knuettel II C/O CHROMOCELL THERAPEUTICS CORPORATION 4400 ROUTE 9 SOUTH, SUITE 1000 FREEHOLD, NJ07728 Interim CEO, CFO, Treas & Sec Signatures /s/ Francis Knuettel II 02/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are held by Camden Capital LLC. The Reporting Person, as the manager of Camden Capital LLC, is deemed to be a beneficial owner of these securities. ( 2 )On January 10, 2023, Camden Capital LLC was granted stock options to purchase 22,223 shares of common stock at an exercise price of $22.68 per share. 2,223 shares of such options became exercisable on October 1, 2022, 2,223 shares of such options became exercisable on January 1, 2023, 2,223 shares of such options became exercisable on April 1, 2023, 2,223 shares of such options became exercisable on July 1, 2023, 2,223 shares were vested on October 1, 2023, 2,223 shares were vested on January 1, 2024, 2,223 shares will vest on April 1, 2024 and the remaining 6,662 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 January 1, 2025, subject to the Reporting Person's continued service to Issuer. ( 3 )On January 10, 2023, Camden Capital LLC was granted stock options to purchase 2,778 shares of common stock at an exercise price of $22.68 per share, which shall become exercisable upon the closing of Issuer's initial public offering. ( 4 )On June 23, 2023, Camden Capital LLC was granted stock options to purchase 27,778 shares of common stock at an exercise price of $22.68 per share, which shall become exercisable within thirty (30) days of the closing of Issuer's initial public offering.

Remarks: Exhibit 24 - Power of Attorney

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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