Correspondence 0001753926-24-000283 from Pelthos Therapeutics Inc. (PTHS)
Pelthos Therapeutics Inc.
Date: Feb. 12, 2024 · CIK: 0001919246 · Accession: 0001753926-24-000283
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File numbers found in text: 333-269188
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CORRESP
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Chromocell Therapeutics Corporation
4400 Route 9 South, Suite 1000
Freehold, NJ 07728
February 12,
2024
Via EDGAR
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
File No. 333-269188
Registration Statement on Form S-1, as amended
Dear Sir and Madam:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), Chromocell Therapeutics Corporation (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on February 14, 2024, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable.
The Registrant understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant
is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed sale
of the securities specified in the Registration Statement by the Registrant.
Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David Danovitch at (212) 660-3060, or in his
absence, Aaron M. Schleicher at (212) 660-3034. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com and
Mr. Schleicher via email at aschleicher@sullivanlaw.com.
Under separate cover, you will receive today
a letter from the representative of the underwriters of the proposed offering joining in the Company’s request for acceleration
of the effectiveness of the Registration Statement.
Sincerely,
Chromocell Therapeutics Corporation
By:
/s/ Francis Knuettel II
Name: Francis Knuettel II
Title: Interim Chief Executive Officer and Chief Financial Officer
cc:
David E. Danovitch, Esq., Sullivan & Worcester LLP
Aaron M. Schleicher, Esq., Sullivan & Worcester LLP