Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 18, 2024 (the "Effective Time"), Chromocell Therapeutics Corporation, a Delaware corporation (the "Predecessor Registrant"), merged with and into its wholly-owned subsidiary, Channel Therapeutics Corporation, a Nevada corporation (the "Registrant"), pursuant to an agreement and plan of merger, dated as of November 18, 2024 (the "Agreement"), between the Predecessor Registrant and the Registrant, with the Registrant as the surviving corporation (such transaction, the "Reincorporation"). At the Effective Time, the Registrant succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor Registrant existing immediately prior to the Reincorporation. The Reincorporation was consummated by the filing of a certificate of ownership and merger on November 18, 2024 with the Secretary of State of the State of Delaware (the "Delaware Certificate") and the articles of merger with the Secretary of State of the State of Nevada (the "Nevada Articles"). Copies of the Delaware Certificate and the Nevada Articles are filed as Exhibits 2.2 and 2.3 hereto, respectively, and are each incorporated herein by reference. The Agreement and transactions contemplated thereby were approved by the affirmative vote of a majority of the outstanding shares of the Predecessor Registrant's common stock, par value $0.0001 per share (the "Predecessor Common Stock"), entitled to vote on the matter at the Predecessor Registrant's Annual Meeting of Stockholders held on October 22, 2024 (the "Annual Meeting"), in accordance with the General Corporation Law of the State of Delaware ("DGCL").

At the Effective Time, pursuant to the Agreement, (i) each outstanding share of the Predecessor Common Stock automatically converted into one share of common stock, par value $0.0001 per share, of the Registrant ("Registrant Common Stock"), (ii) each outstanding share of the Series C Convertible Redeemable Preferred Stock of the Company, par value $0.0001 per share (the "Predecessor Series C Preferred Stock") automatically converted into one share of Series C Convertible Redeemable Preferred Stock, par value $0.0001 per share, of the Registrant ("Registrant Series C Preferred Stock"), (iii) each outstanding option, right or warrant to acquire shares of Predecessor Common Stock converted into an option, right or warrant, as applicable, to acquire an equal number of shares of Registrant Common Stock under the same terms and conditions as the original options, rights or warrants, as applicable, and (iv) the directors and executive officers of the Predecessor Registrant were appointed as directors and executive officers, as applicable, of the Registrant, each to serve in the same capacity and for the same term as such person served with the Predecessor Registrant immediately prior to the Reincorporation. In addition, by operation of law, the Registrant assumed all of the Predecessor Registrant's obligations under its equity incentive plans and employment agreements. The shares of Predecessor Common Stock remaining available for awards under such plans were automatically adjusted upon the Reincorporation into an identical number of shares of Registrant Common Stock, and all awards previously granted under such plans that were outstanding as of the Effective Time were automatically adjusted into awards for the identical number of shares of Registrant Common Stock, without any other change to the form, terms or conditions of such awards.

As a result of the Reincorporation, the Registrant ceased to be subject to the DGCL or governed by the Predecessor Registrant's amended and restated certificate of incorporation (the "Delaware Charter") and its amended and restated by-laws (the "Delaware Bylaws"). As of the Effective Time, the Registrant became subject to the Nevada Revised Statutes of the State of Nevada ("NRS") and became governed by the Registrant's articles of incorporation (the "Nevada Charter") and bylaws (the "Nevada Bylaws"). The Registrant Series C Preferred Stock became governed by the Nevada Charter and the Nevada Bylaws, as well as the Registrant's Certificate of Designation of Series C Convertible Preferred Stock of Channel Therapeutics Corporation (the "Registrant Series C CoD").

At the Effective Time, the Registrant became the successor issuer to the Predecessor Registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As the successor issuer, the Registrant Common Stock, as a class of capital stock of the Registrant, is deemed to be registered under Section 12(b) of the Exchange Act and the Registrant succeeded to the Predecessor Registrant's obligation to file reports, proxy statements and other information required by the Exchange Act with the U.S. Securities and Exchange Commission (the "Commission").

The Registrant Common Stock is listed on the NYSE American LLC (the "NYSE American") under the symbol "CHRO," which is the same symbol previously used for the Predecessor Common Stock. In accordance with the Agreement, each outstanding certificate previously representing shares of Predecessor Common Stock or Predecessor Series C Preferred Stock automatically represents, without any action of the Predecessor Registrant's stockholders, the same number of shares of Registrant Common Stock or Registrant Series C Preferred Stock, as applicable.