SEC Comment Letter 0000000000-23-011610 to Pelthos Therapeutics Inc. (PTHS)
Pelthos Therapeutics Inc.
Date: Oct. 24, 2023 · CIK: 0001919246 · Accession: 0000000000-23-011610
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269188
Letter
United States securities and exchange commission logo October 24, 2023 Francis Knuettel II Chief Executive Officer Chromocell Therapeutics Corporation 4400 Route 9 South, Suite 1000 Freehold, NJ 07728 Re:Chromocell Therapeutics Corporation Amendment No. 6 to Registration Statement on Form S-1 Filed October 16, 2023 File No. 333-269188 Dear Francis Knuettel II: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 11, 2023 letter. Amendment No. 6 to Registration Statement on Form S-1 Cover Page 1.We note you have removed the disclosure regarding the Representative's Warrants from the cover page. Please revise to include this disclosure on your cover page. Risk Factors Risks Related to Our Business Operations We have not received signatures for the amendment to the senior secured convertible note in the April Bridge Financing..., page 28 2.We note your risk factor on page 28 stating that you have not received signatures for the amendment to the senior secured convertible note in the April Bridge Financing or the lock-up agreement from Mr. Kopfli, the director and authorized signatory of Chromocell Holdings and that you may not receive such signatures before closing. Please revise your
FirstName LastNameFrancis Knuettel II Comapany NameChromocell Therapeutics Corporation October 24, 2023 Page 2 FirstName LastNameFrancis Knuettel II Chromocell Therapeutics Corporation October 24, 2023 Page 2 risk factor disclosure to describe the specific ramifications of not receiving the signatures. We note the amendment to the April Bridge Financing extended the October 17, 2023 maturity date to November 1, 2023. Principal Stockholders, page 87 3.Please revise your disclosure to identify the natural person or persons who have voting and/or investment control of the shares held by the 5% or more holders in the table on page 87. Shares Eligible for Future Sale Lock-Up Agreement, page 93 4.We note your risk factor on page 28 stating that you have not received signatures for the lock-up agreement from Mr. Kopfli, the director and authorized signatory of Chromocell Holdings and that you may not receive such signatures before closing. Please also include such disclosure on page 93 or otherwise advise. General 5.Please revise your disclosure to clarify whether you have issued any Series C Preferred Stock and clarify if you will have any Series C Preferred Stock issued and outstanding following your offering. We note your disclosure appears inconsistent throughout your registration statement. For example only, we note your disclosure in your prospectus summary stating you "will issue to Chromocell Holdings 2,600 shares of Series C Convertible Redeemable Preferred Stock" and you Principal Stockholders table on page 89 does not appear to indicate 2,600 shares of Series C Convertible Redeemable Preferred Stock owned after the offering. 6.We note that Dominion Capital LLC, will own 100% of your Series B Preferred Stock and your risk factor disclosure on page 35 that “the Series B Preferred Stock, if issued, will contain various prohibitions that may restrict [y]our ability to undertake certain corporate actions.” Please disclose on your prospectus cover page and in your prospectus summary the percent of the Series B Preferred Stock held by Dominion Capital LLC. In addition, please revise your disclosure to highlight the disparate voting rights of your Preferred Stock in your prospectus summary section and on the prospectus cover page. Please contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other questions.
FirstName LastNameFrancis Knuettel II Comapany NameChromocell Therapeutics Corporation October 24, 2023 Page 3 FirstName LastName Francis Knuettel II Chromocell Therapeutics Corporation October 24, 2023 Page 3 Sincerely, Division of Corporation Finance Office of Life Sciences cc: David Danovitch, Esq.
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United States securities and exchange commission logo
October 24, 2023
Francis Knuettel II
Chief Executive Officer
Chromocell Therapeutics Corporation
4400 Route 9 South, Suite 1000
Freehold, NJ 07728
Re:Chromocell Therapeutics Corporation
Amendment No. 6 to Registration Statement on Form S-1
Filed October 16, 2023
File No. 333-269188
Dear Francis Knuettel II:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 11, 2023 letter.
Amendment No. 6 to Registration Statement on Form S-1
Cover Page
1.We note you have removed the disclosure regarding the Representative's Warrants from
the cover page. Please revise to include this disclosure on your cover page.
Risk Factors
Risks Related to Our Business Operations
We have not received signatures for the amendment to the senior secured convertible note in the
April Bridge Financing..., page 28
2.We note your risk factor on page 28 stating that you have not received signatures for the
amendment to the senior secured convertible note in the April Bridge Financing or the
lock-up agreement from Mr. Kopfli, the director and authorized signatory of Chromocell
Holdings and that you may not receive such signatures before closing. Please revise your
FirstName LastNameFrancis Knuettel II
Comapany NameChromocell Therapeutics Corporation
October 24, 2023 Page 2
FirstName LastNameFrancis Knuettel II
Chromocell Therapeutics Corporation
October 24, 2023
Page 2
risk factor disclosure to describe the specific ramifications of not receiving the signatures.
We note the amendment to the April Bridge Financing extended the October 17, 2023
maturity date to November 1, 2023.
Principal Stockholders, page 87
3.Please revise your disclosure to identify the natural person or persons who have voting
and/or investment control of the shares held by the 5% or more holders in the table on
page 87.
Shares Eligible for Future Sale
Lock-Up Agreement, page 93
4.We note your risk factor on page 28 stating that you have not received signatures for the
lock-up agreement from Mr. Kopfli, the director and authorized signatory of Chromocell
Holdings and that you may not receive such signatures before closing. Please also include
such disclosure on page 93 or otherwise advise.
General
5.Please revise your disclosure to clarify whether you have issued any Series C Preferred
Stock and clarify if you will have any Series C Preferred Stock issued and outstanding
following your offering. We note your disclosure appears inconsistent throughout your
registration statement. For example only, we note your disclosure in your prospectus
summary stating you "will issue to Chromocell Holdings 2,600 shares of Series C
Convertible Redeemable Preferred Stock" and you Principal Stockholders table on page
89 does not appear to indicate 2,600 shares of Series C Convertible Redeemable Preferred
Stock owned after the offering.
6.We note that Dominion Capital LLC, will own 100% of your Series B Preferred Stock and
your risk factor disclosure on page 35 that “the Series B Preferred Stock, if issued, will
contain various prohibitions that may restrict [y]our ability to undertake certain corporate
actions.” Please disclose on your prospectus cover page and in your prospectus summary
the percent of the Series B Preferred Stock held by Dominion Capital LLC. In addition,
please revise your disclosure to highlight the disparate voting rights of your Preferred
Stock in your prospectus summary section and on the prospectus cover page.
Please contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other
questions.
FirstName LastNameFrancis Knuettel II
Comapany NameChromocell Therapeutics Corporation
October 24, 2023 Page 3
FirstName LastName
Francis Knuettel II
Chromocell Therapeutics Corporation
October 24, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: David Danovitch, Esq.