Comera Life Sciences announces bridge financing, exercise of take private option

Comera Life Sciences Holdings announced the closing of a bridge financing with a syndicate of investors. Following the closing, the investors exercised a purchase option to acquire all of the outstanding common stock of the Company not already held by the investors to take the Company private. The financing and option exercise follows a robust effort by the Company, led by a Special Committee of the Company’s Board of Directors, to explore strategic alternatives to maximize shareholder value. Comera will continue to focus on licensing the Company’s proprietary SQore technology platform to strategic partners to enable them to develop and commercialize subcutaneous versions of their biologics. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC, on December 29, 2023, the Company completed a private placement of 12.0% Senior Secured Convertible Notes due 2024 in the aggregate principal amount of $1.5 million and accompanying warrants to purchase up to an aggregate of 54,545,442 shares of the Company’s common stock. Principal and accrued interest under the Notes is convertible at the election of the investors from time to time into shares of the Company’s common stock at a conversion price of $0.055 per share, which was the closing sale price of the Company’s common stock on the OTCQB market on the trading day immediately preceding the closing date. The Notes are secured by a first priority lien on substantially all of the assets of the Company. The Company intends to use the proceeds from the private placement for working capital and general corporate purposes. In connection with the private placement, the Company granted the investors the right, which they exercised on January 2, 2024, to purchase all outstanding shares of the Company’s common stock not then held by the investors. Subject to the terms and conditions of a definitive agreement to be negotiated by the parties, the purchase price will be cash consideration per share of common stock equal to the greater of: $0.0825 per share of common stock and an amount per share of Common Stock equal to 1.5 times the closing price of the Company’s common stock on the date immediately preceding the execution of the definitive agreement. Further, until the later of December 29, 2024 and the payment in full in cash of all obligations in respect of the purchase agreement for the private placement and the securities issued pursuant to the purchase agreement, the Company has agreed to deal exclusively with the investors, such that neither the Company nor any of its representatives will, directly or indirectly, solicit, encourage or initiate any offer or proposal from, or engage in any discussions with, or provide any information to, any corporation, partnership, person or other entity or group concerning the sale of the Company or any of its securities or assets or any merger, consolidation, liquidation, restructuring, recapitalization or similar transaction involving the Company, except with respect to the sale of assets in the ordinary course of business consistent with past practice.