Comera Life Sciences Holdings, Inc. announced that it has entered into a Securities Purchase Agreement to issue 12% Senior Secured Convertible Notes due 2024 and accompanying warrants to purchase up to an aggregate company?s common stock, par value $0.0001 per share equal to 200% of the number of note shares issuable upon conversion of the notes in an aggregate principal amount of $1,500,000 on December 29, 2023. The closing of the transaction was subject to customary representations and warranties and closing conditions, and took place on December 29, 2023. No placement agent was retained, and no placement agent fees are payable in connection with the Private Placement.

The notes are senior secured obligations of the company. The notes bear interest at a rate of 12% per year, payable monthly in arrears on the last day of each month, commencing on January 31, 2024, and will mature on December 29, 2024, unless earlier redeemed, repurchased or converted in accordance with their terms. For any interest period for the notes, the company can elect to pay interest in cash or in PIK interest by increasing the outstanding principal amount of the notes in the aggregate principal amount of the interest accrued for the applicable interest period. The notes, including the principal and all accrued and unpaid interest thereon, are convertible at the option of any purchaser at any time or times on or after the issuance date into shares of the company?s common stock at a conversion price of $0.055 per share.

Subject to the terms of the notes, upon specified events of default, the purchasers can require the company to redeem all or any portion of the notes in cash at a price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The notes are secured by a first priority lien on substantially all of the properties, assets, and rights of the company. The notes are not guaranteed.

While any of the notes are outstanding, the company is subject to certain affirmative and negative covenants as set forth in the notes. The terms of the notes may be amended or waived with the consent of purchasers representing at least two-thirds of the aggregate principal amount of the notes then outstanding, subject to the terms thereof. The warrants will expire 5 years from the issuance date and are immediately exercisable at an exercise price equal to the closing price.

The securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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. The company has received $1,500,000 from 12 investors pursuant to exemption provided under Regulation D