Comera Life Sciences Holdings, Inc. (NASDAQ:CMRA), a life sciences company developing a new generation of biologic medicines to improve patient access, safety, and convenience, today announced that it has executed a definitive agreement to complete a $4.1 million private placement of shares of its common stock, and accompanying warrants to purchase shares of its common stock, to existing stockholders at a purchase price of $0.51125 per share. The shares are accompanied by five-year warrants to purchase shares of common stock at an exercise price of $0.6135 per share, beginning six months and one day after issuance. On July 31, 2023, Comera sold and issued a total of 4,399,016 shares of its common stock and warrants to purchase an aggregate of 10,997,550 shares of its common stock in a first closing, resulting in gross proceeds of $2.25 million to Comera. Comera expects to sell and issue an additional 3,561,851 shares of its common stock and warrants to purchase an aggregate of 8,904,641 shares of its common stock in a second closing, resulting in additional gross proceeds of $1.82 million, conditioned upon receipt of stockholder approval under the applicable Nasdaq listing standards. Warrants issued in connection with the second closing will be immediately exercisable. Proceeds from the private placement are expected to be used for working capital and general corporate purposes.
“We appreciate the continued support and confidence of existing investors. This infusion of capital will support our efforts to leverage our SQore™ platform to transform the delivery of biologics from intravenous to subcutaneous form and achieve our mission of improving patient quality of life by offering treatments that support greater independence,” said Jeffrey Hackman, Chairman and Chief Executive Officer of Comera.
The securities sold in the private placement, including the shares of common stock underlying the warrants, are being sold in a transaction not involving a public offering, have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Concurrently with the closing, Comera and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities sold in the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
