Pelthos Therapeutics Inc.

For the period ended Oct 22, 2024. Filed Sep 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 22, 2024 · Filed Sep 26, 2024

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DEF 14A 1 ny20034854x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Chromocell Therapeutics Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

4400 Route 9 South, Suite 1000

Freehold, NJ

(877) 265-8266

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on October 22, 2024

The Notice of Annual Meeting, Proxy Statement

and Annual Report on Form 10-K are available at:

www.proxyvote.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 22, 2024

To the Stockholders of Chromocell Therapeutics Corporation:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Chromocell Therapeutics Corporation (the “Company”) will be held online on October 22, 2024 at 9:00 am Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/CHRO2024 and entering your 16-digit control number (included in the Notice Regarding the Availability of Proxy Materials, which is being mailed to stockholders of record on or about September 26, 2024 (the “Notice of Internet Availability”)).

The Annual Meeting is being held for the purposes of considering and voting on the following items:

1.	To elect five (5) members of the Company’s Board (the “Board”), each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal (“Proposal No. 1”);

To consider and vote on a proposal to amend the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to increase the number of shares of Common Stock, par value $0.0001 per share (the “Common Stock”) authorized for issuance thereunder by 1,500,000, from 444,444 shares to 1,944,444 shares (“Proposal No. 2”);

To consider and vote on a proposal to waive the limit on the number of shares of Common Stock that may be issued to certain shareholders pursuant to the NYSE American LLC (the “NYSE American”), which requires shareholder approval before issuing common stock (or securities convertible into or exercisable for common stock) in a private placement that constitutes 20% or more of the Company’s pre-transaction outstanding common stock (the “Exchange Cap”) (“Proposal No. 3”);

4.	To consider and vote on a reincorporation merger of the Company in the State of Nevada with and into a wholly-owned subsidiary of the Company, with a simultaneous name change to “Channel Therapeutics Corporation” (the “Reincorporation Merger”) (“Proposal No. 4”);

5.	To consider and vote on a proposal to ratify the Board’s selection of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024 (“Proposal No. 5”); and

6.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the proxy statement (the “Proxy Statement”) that is attached and made a part of this notice of Annual Meeting. Only stockholders of record of the Common Stock at the close of business on September 20, 2024 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

The Board of Directors recommends that you vote “FOR” each director nominee and “FOR” each of Proposals No. 2, No. 3, No. 4 and No. 5.

Only stockholders of record at the close of business (5:00 p.m. Eastern Time) on September 20, 2024 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. Whether or not you expect to attend the virtual Annual Meeting, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the virtual Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

Voting materials, which include this Proxy Statement and the enclosed proxy card, will be first mailed to stockholders on or about September 26, 2024. If you desire to submit your vote via internet or telephone, follow the instructions at www.proxyvote.com and use the 16-digit control number provided in the proxy materials.

If you hold shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares at the Annual Meeting, except as otherwise discussed in the Proxy Statement.

All stockholders are cordially invited to attend the virtual Annual Meeting.

Freehold, New Jersey	By Order of the Board of Directors,
September 26, 2024	/s/ Francis Knuettel II
	Francis Knuettel II
	Chief Executive Officer and Chief Financial Officer

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on October 22, 2024: This notice of Annual Meeting and the Proxy Statement are available at www.proxyvote.com.

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