Comera Life Sciences Holdings, Inc. entered into a securities purchase agreement with certain purchasers for issuance of 7,960,867 common shares at a price of $0.51125 per share for gross proceeds of $4,069,993.25 on July 31, 2023. The company will also issue warrants to purchase up to 19,902,191 common shares at an exercise price of $0.6135 per warrant share. The transaction will take place in two separate closings. The company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. The warrants issued in the first closing become exercisable on the date that is six months and one day after the first closing and the warrants issued in the subsequent closing, if such subsequent closing is approved by the company?s stockholders, will be immediately exercisable. All the warrants will expire five years from their respective date of issuance and will be subject to customary adjustments. The company will issue securities pursuant to exemption provided under Regulation D. The transaction included participation from 12 investors.

On the same day, the company issued 4,399,016 common shares for gross proceeds of $2,248,996.93 and accompanying warrants to purchase up to 10,997,550 shares in its first tranche closing. The second tranche will include the issuance of 3,561,851 common shares and warrants to purchase up to an additional 8,904,641 shares and is conditioned upon, among other customary closing conditions, and is expected to take place following, receipt of stockholder approval of the transaction.