Channel Therapeutics Corporation Completes Merger with Chromocell Therapeutics: SEC Filing Reveals Reincorporation Details

Channel Therapeutics Corporation, a Delaware corporation, recently underwent a significant corporate event as outlined in an 8-K filing with the Securities and Exchange Commission (SEC) dated November 18, 2024. According to the filing, on this date, the company merged with its wholly-owned subsidiary, Chromocell Therapeutics Corporation, a Nevada corporation. This merger also involved a name change, resulting in Channel Therapeutics Corporation succeeding to the assets, business continuity, and rights and obligations of Chromocell Therapeutics Corporation, the former entity.

The transaction, known as the “Reincorporation,” was made official through the filing of a certificate of ownership and merger with the Secretary of State of Delaware and the articles of merger with the Secretary of State of Nevada. Shareholders of Chromocell Therapeutics Corporation approved the Agreement and transactions by an affirmative vote during the Annual Meeting held on October 22, 2024, in compliance with the General Corporation Law of the State of Delaware.

Under the terms of the Agreement, outstanding shares of Chromocell Therapeutics Corporation automatically converted into shares of common stock of Channel Therapeutics Corporation, and other financial instruments and agreements were similarly transformed to align with the new corporate structure. Directors and executive officers of Chromocell Therapeutics Corporation also assumed their roles in the newly merged entity.

As a result of the Reincorporation, Channel Therapeutics Corporation transitioned from domicile in Delaware to Nevada, subject to Nevada laws and governance structures, including the Nevada Charter and Bylaws. This move also made Channel Therapeutics Corporation the successor issuer to Chromocell Therapeutics Corporation under Rule 12g-3(a) of the Securities Exchange Act of 1934, with its common stock listed on the NYSE American LLC under the trading symbol “CHRO.”

Additionally, the company introduced indemnification agreements with its directors and executive officers, reflecting the changes in jurisdiction. These agreements stipulate the company’s obligation to indemnify its officers to the fullest extent permitted by Nevada law.

While efforts were made to maintain the fundamental rights of stockholders during the transition, differences between Delaware and Nevada laws and frameworks may impact certain rights going forward. Detailed descriptions of these variances are available in the company’s Proxy Statement, filed with the SEC on September 26, 2024, under “Comparison of Rights under the DGCL and the Chapter 78 of the NRS.”

The filing also highlights the assumption of prior liabilities and obligations of Chromocell Therapeutics Corporation by Channel Therapeutics Corporation, in line with the Reincorporation. Interested parties can refer to Chromocell Therapeutics Corporation’s recent SEC filings for more information on these historical obligations.

In light of these corporate changes, investors and stakeholders are advised that certain statements in the filing may contain forward-looking language. These statements are subject to significant risks and uncertainties, and actual results may vary. Channel Therapeutics Corporation is committed to updating relevant information as required by law to reflect any actual changes or developments.

The extensive filing includes various related documents and agreements, which are attached and incorporated by reference to provide a comprehensive overview of the Reincorporation process.

This information has been presented as per a recent Current Report on Form 8-K filed with the SEC by Channel Therapeutics Corporation on November 18, 2024.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Chromocell Therapeutics’s 8K filing here.

Chromocell Therapeutics Company Profile

Chromocell Therapeutics Corporation, a clinical-stage biotech company, focuses on the development and commercialization of new therapeutics to alleviate pain. The company intends to selectively target the sodium ion-channel known as NaV1.7, as well as other receptors in the NaV family. Its lead compound comprises CC8464, which is in Phase 2a clinical trials for use in the treatment of erythromelalgia, as well as other fields of neuropathic pain and acute and chronic eye pain.