Comera Life Sciences Announces Bridge Financing and Exercise of Take Private Option - Seite 2

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: (i) $0.0825 per share of common stock and (ii) 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.

For further information regarding the terms of the private placement and the option, please refer to the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2023.

The securities sold in the private placement, including the shares of common stock issuable upon conversion or exercise of the notes and warrants, as applicable, 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. 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.