Correspondence 0001753926-23-001180 from Pelthos Therapeutics Inc. (PTHS)
Pelthos Therapeutics Inc.
Date: Sept. 1, 2023 · CIK: 0001919246 · Accession: 0001753926-23-001180
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File numbers found in text: 333-269188
Letter
Via EDGAR Division of Corporation Finance Office of Life Sciences Chromocell Therapeutics Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed June 30, 2023 File No. 333-269188
Dear Madam and Sir:
This correspondence responds to the letter, dated July 10, 2023, received from the staff of the Securities and Exchange Commission (the “Staff”) regarding the abovementioned Amendment No. 3 to Registration Statement on Form S-1 filed on June 30, 2023 by Chromocell Therapeutics Corporation (the “Company”, “we”, “us” or “our”). For convenience, the Staff’s comments are restated below in bold text, with each comment followed by our response. We are concurrently filing with this letter Amendment No. 5 to Registration Statement on Form S-1 (“Amendment No. 5”). Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in Amendment No. 5.
Amendment No. 3 to Registration Statement on Form S-1 filed June 30, 2023
Recent Developments, page 1
1. We note the liquidation preference on your Series B preferred stock. Please include a summary risk factor disclosure, and a full risk factor, addressing the material risks to your common stockholders associated with the liquidation preference on the preferred stock, including that the liquidation preference could have the effect of preventing your common stockholders from receiving any proceeds in the event your company is liquidated. In addition, please revise your risk factors and similar statements throughout your filing to acknowledge that your Series B preferred stock is entitled to an 10% annual dividend.
Response: In response to the Staff’s comment, we have revised the disclosure regarding Series B Preferred Stock throughout Amendment No. 5 accordingly.
If you have any questions or require additional information, please contact the Company’s counsel, David E. Danovitch at (212) 660-3060 or at ddanovitch@sullivanlaw.com or Aaron M. Schleicher at (212) 660-3034 or at aschleicher@sullivanlaw.com, of Sullivan & Worcester LLP.
Sincerely,
Chromocell Therapeutics Corporation
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Chromocell Therapeutics Corporation
4400 Route 9 South, Suite 1000
Freehold, NJ 07728
September 1, 2023
Via EDGAR
Doris Stacey Gama and Jason Drory
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, D.C. 20549
Re:
Chromocell Therapeutics Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed June 30, 2023
File No. 333-269188
Dear Madam and Sir:
This correspondence responds
to the letter, dated July 10, 2023, received from the staff of the Securities and Exchange Commission (the “Staff”) regarding
the abovementioned Amendment No. 3 to Registration Statement on Form S-1 filed on June 30, 2023 by Chromocell Therapeutics Corporation
(the “Company”, “we”, “us” or “our”). For convenience, the Staff’s comments are
restated below in bold text, with each comment followed by our response. We are concurrently filing with this letter Amendment No. 5 to
Registration Statement on Form S-1 (“Amendment No. 5”). Capitalized terms used, but not defined, in this letter have the meanings
ascribed to such terms in Amendment No. 5.
Amendment No. 3 to Registration Statement
on Form S-1 filed June 30, 2023
Recent Developments, page 1
1.
We note the liquidation preference on your Series B preferred stock. Please include a summary risk factor disclosure, and a full risk factor, addressing the material risks to your common stockholders associated with the liquidation preference on the preferred stock, including that the liquidation preference could have the effect of preventing your common stockholders from receiving any proceeds in the event your company is liquidated. In addition, please revise your risk factors and similar statements throughout your filing to acknowledge that your Series B preferred stock is entitled to an 10% annual dividend.
Response: In response to the Staff’s
comment, we have revised the disclosure regarding Series B Preferred Stock throughout Amendment No. 5 accordingly.
If you have any questions
or require additional information, please contact the Company’s counsel, David E. Danovitch at (212) 660-3060 or at ddanovitch@sullivanlaw.com
or Aaron M. Schleicher at (212) 660-3034 or at aschleicher@sullivanlaw.com, of Sullivan & Worcester LLP.
Sincerely,
Chromocell Therapeutics Corporation
By:
/s/ Francis Knuettel II
Francis Knuettel II
Interim Chief Executive Officer and Chief Financial Officer
cc:
Kristin Lochhead and Daniel Gordon, Securities and Exchange Commission
David E. Danovitch, Esq., Sullivan & Worcester LLP
Aaron M. Schleicher, Esq., Sullivan & Worcester LLP