UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2024

Comera Life Sciences Holdings, Inc.

(Exact name of registrant as specified in its charter)



Delaware	1-41403	87-4706968
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12 Gill Street Suite 4650 Woburn, Massachusetts		01801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 871-2101

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐X Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CMRA	The Nasdaq Stock Market LLC
Warrants	CMRAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01. ~~Regulation~~Other ~~FD Disclosure.~~Events

As previously disclosed, on ~~September~~December 1129, 2023, Comera Life Sciences Holdings, Inc. (the “Company”) ~~issued~~completed ~~shares~~a ofprivate placement (the ~~Company’s~~“Private ~~common~~Placement”) ~~stock,~~of ~~par~~12.0% ~~value~~Senior ~~$0.0001~~Secured ~~per~~Convertible ~~share~~Notes (due 2024 in the ~~“Common~~aggregate ~~Stock”),~~principal amount of $1.5 million and accompanying warrants to purchase ~~shares~~up to an aggregate of ~~Common~~54,545,442 ~~Stock~~shares inof athe ~~private~~Company’s ~~placement~~common stock, pursuant to which ~~combined~~the ~~with~~Company ~~prior~~granted ~~Equity~~the ~~Financings~~purchasers (asthe ~~defined~~“Purchasers”) in the ~~Certificate~~Private ofPlacement ~~Designation (~~the ~~“Certificate~~right ofto ~~Designation”)~~purchase ofall ~~the~~outstanding shares of the Company’s ~~Series~~common Astock ~~Convertible~~not ~~Perpetual~~then ~~Preferred~~held ~~Stock~~by the Purchasers (the “Share Purchase Option”). On January 2, ~~par~~2024, ~~value~~the $0Purchasers exercised the Share Purchase Option.~~0001~~ ~~per~~The ~~share~~final (terms and conditions of the ~~“Series~~proposed Atransaction ~~Preferred~~to ~~Stock”))~~effect ~~constituted~~the aShare ~~Qualifying~~Purchase ~~Financing~~Option ~~Event~~will ~~(as~~be ~~defined~~subject into the ~~Certificate~~negotiation of ~~Designation)~~a definitive agreement between the parties.

OnThis ~~December~~Current ~~28,~~Report ~~2023,~~on ~~Maxim~~Form ~~Group~~8-K ~~LLC~~ (this “~~Maxim~~Report”), ~~the~~shall ~~then~~not ~~sole~~constitute ~~holder~~an ofoffer ~~the~~to ~~Series~~sell Aor ~~Preferred~~the ~~Stock,~~solicitation ~~sold~~of ~~3,895.53~~an ~~shares~~offer ofto ~~Series~~buy Anor ~~Preferred~~shall ~~Stock,~~there ~~representing~~be ~~all~~any sale of ~~the~~these ~~Series~~securities Ain ~~Preferred~~any ~~Stock~~state ~~then~~or ~~issued~~jurisdiction ~~and~~in ~~outstanding~~which such offer, tosolicitation ~~Comera~~or ~~SPV~~sale ~~LLC~~would ~~(“Comera~~be ~~SPV”),~~unlawful ~~the~~prior ~~current~~to ~~sole~~registration ~~holder~~or ofqualification under the ~~Series~~securities Alaws ~~Preferred~~of ~~Stock.~~any such state or jurisdiction.

AsImportant ~~previously~~Information ~~disclosed, on December 29, 2023, the Company issued~~ and ~~sold~~Where to ~~certain~~Find ~~purchasers~~It (the “Purchasers”) in a private placement (the “Private Placement”) $1,500,000 in aggregate principal amount of 12.0% Senior Secured Convertible Notes due 2024 (collectively, the “Notes”) and accompanying warrants (the “Warrants”) to purchase up to an aggregate number of shares of Common Stock equal to 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately following the closing of the Private Placement, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) by and among the Company and the Purchasers.

In ~~accordance~~connection with the ~~Purchase~~proposed ~~Agreement,~~transaction ~~Comera~~between ~~SPV~~the ~~(i)~~Company ~~consented~~and to the ~~negotiation,~~Purchasers ~~preparation,~~contemplated ~~execution,~~by ~~delivery~~the ~~and~~exercise ~~performance~~ of the ~~transaction~~Share ~~documents~~Purchase ~~related~~Option toand following the ~~Private~~anticipated ~~Placement~~execution byof a definitive agreement, the Company orwill ~~any~~file ofrelevant ~~its~~materials ~~representatives~~with the SEC, including a proxy statement, the ~~consummation~~definitive version of ~~the~~which ~~Private~~will ~~Placement~~be ~~and~~sent ~~the~~or ~~issuance~~provided ofto the ~~Notes,~~Company’s ~~the~~stockholders. ~~Warrants~~The Company and the ~~shares~~Purchasers ofwill ~~Common~~jointly ~~Stock~~file ~~issuable~~a ~~upon~~transaction ~~conversion~~statement ofon ~~the~~Schedule ~~Notes~~13E-3. orThe ~~exercise~~Company ofmay ~~the~~also ~~Warrants~~file ~~(collectively,~~other documents with the “U.S. Securities~~”),~~ and Exchange Commission (iithe “SEC”) ~~waived~~regarding ~~its~~the ~~right~~proposed oftransaction. ~~redemption,~~This asdocument ~~described~~is innot ~~Section~~a 12substitute offor the ~~Certificate~~proxy ofstatement ~~Designation,~~or ~~and~~any ~~waived~~other ~~any~~document ~~protective~~which ~~provisions~~the ~~applicable~~Company may file with the SEC or send to its stockholders in connection with the ~~Company~~proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, asTHE ~~described~~SCHEDULE in13E-3 ~~Section~~AND ~~5(b)~~ANY ofOTHER ~~the~~RELEVANT ~~Certificate~~DOCUMENTS ofTHAT ~~Designation~~ARE FILED OR WILL BE FILED WITH THE SEC, inAS ~~each~~WELL ~~case~~AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, ~~together~~CAREFULLY ~~with~~AND ~~any~~IN ~~other~~THEIR ~~similar~~ENTIRETY ~~rights~~BECAUSE ofTHEY ~~Comera~~CONTAIN ~~SPV~~OR orWILL ~~restrictions~~CONTAIN onIMPORTANT ~~the~~INFORMATION ~~Company~~ABOUT ~~under~~THE ~~the~~PROPOSED ~~Certificate~~TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of ~~Designation~~the orproxy ~~any~~statement ~~other~~(when ~~agreement~~it ~~between~~is ~~Comera~~available), ~~SPV~~the Schedule 13E-3 (when it is available) and ~~the~~other ~~Company~~documents that are filed or ~~any~~will ~~stockholders~~be offiled with the SEC by the Company, ~~with~~through ~~respect~~the towebsite maintained by the ~~Private~~SEC ~~Placement~~at www.sec.gov and the ~~issuance~~Company’s ofinvestor ~~the~~relations ~~Securities~~website at ir.comeralifesciences.com.

~~Pursuant~~Participants to the terms of the Certificate of Designation, following a Qualifying Financing Event, the Company is obligated to provide written notice to the holders of the Series A Preferred Stock and make a public announcement of the aggregate Qualifying Financing Proceeds within three trading days of a Series A Quarterly Dividend Payment Date (as defined in the Certificate of Designation). As of January 2, 2023, the most recent Series A Quarterly Dividend Payment Date, and after giving effect to the waiver and consent described above, the aggregate amount of Qualifying Financing Proceeds was nil. Solicitation

The Company and certain of its directors and executive officers, as well as the Purchasers and their affiliates, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction and any other matters to be voted on at a special meeting to be held in connection with the proposed transaction. Information regarding the Company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 17, 2023, and will be included in the proxy statement (when available). The Company’s stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the

interests of the Company’s directors and executive officers in the transaction, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

Forward-Looking Statements

This Report includes “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events including statements related to the Purchasers’ exercise of the Share Purchase Option to take the Company private and the terms, timing, structure, benefits and costs of any such transaction and whether such transaction will be consummated. These forward-looking statements are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but not limited to: the results of our strategic review process; our ability to raise capital; cash flow, cash burn, expenses, obligations and liabilities; the interest of third parties in entering into a merger, reverse merger, or other strategic transaction with the Company; the outcomes of any litigation, regulatory proceedings, inquiries or investigations that we may become subject to; and other important factors discussed in the Company’s filings with the SEC. If we do not obtain additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our business relationships with third parties. If we do not have sufficient funds to continue operations or satisfy our liabilities, we could be required to seek a reorganization, liquidation or other restructuring that could result in our stockholders losing some or all of their investment in us. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company can give no assurance that it will achieve its expectations.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 3, 2024

COMERA LIFE SCIENCES HOLDINGS, INC.

Dated: January 4, 2024

COMERA LIFE SCIENCES HOLDINGS, INC.

/s/ Michael Campbell

Michael Campbell

Chief Financial Officer

Filing Compare · Comera Life Sciences Holdings, Inc.