Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264686
Prospectus Supplement No. 4
(To Prospectus dated June 24, 2022)
Comera Life Sciences Holdings, Inc.
1,946,846 Warrants to Purchase Common Stock
15,093,712 Shares of Common Stock Including
1,946,846 Shares of Common Stock issuable upon the
exercise of Warrants and 342,755 Shares of Common Stock
issuable upon conversion of the
Series A Convertible Perpetual
Preferred Stock
offered by Selling Securityholders
This prospectus supplement no. 4 (this “Prospectus Supplement”) updates, amends and supplements the prospectus dated June 24, 2022 (as amended or supplemented from time to time, the “Prospectus”) which forms a part of the Registration Statement on Form S‑1 (Registration Statement No. 333-264686) filed by Comera Life Sciences Holdings, Inc. (“Holdco”). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement is being filed to update, amend and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Quarterly Report on Form 10‑Q, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this Prospectus Supplement.
This Prospectus Supplement is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus and any amendments or supplements thereto. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
The Holdco Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CMRA” and the Holdco Warrants are listed on Nasdaq under the symbol “CMRAW”. On November 11, 2022, the closing sale price of the Holdco Common Stock as reported on Nasdaq was $1.49 per share, and the closing sale price of the Holdco Warrants as reported on Nasdaq was $0.05 per warrant.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 14 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or passed upon the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is November 14, 2022.
o
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________________ to ___________________
Commission File Number: 1-41403
Comera Life Sciences Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
87-4706968 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
12 Gill Street Suite 4650 Woburn, Massachusetts |
01801 |
(Address of principal executive offices) |
(Zip Code) |
(617) 871-2101
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
|
CMRA |
|
The Nasdaq Stock Market LLC |
Warrants |
|
CMRAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
|
|
|
|
Emerging growth company |
|
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of November 11, 2022, the registrant had 19,849,116 shares of common stock, $0.0001 par value per share, outstanding.
Table of Contents
|
|
Page |
|
|
|
PART I. |
3 |
|
|
|
|
Item 1. |
3 |
|
|
Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (unaudited) |
3 |
|
4 |
|
|
5 |
|
|
7 |
|
|
Notes to Condensed Consolidated Financial Statements (unaudited) |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
Item 3. |
33 |
|
Item 4. |
33 |
|
|
|
|
PART II. |
35 |
|
|
|
|
Item 1. |
35 |
|
Item 1A. |
35 |
|
Item 2. |
78 |
|
Item 3. |
79 |
|
Item 4. |
79 |
|
Item 5. |
79 |
|
Item 6. |
80 |
|
81 |
||
2
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
COMERA LIFE SCIENCES HOLDINGS, INC.
BALANCE SHEETS
(unaudited)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
2,669,354 |
|
|
$ |
6,510,140 |
|
Accounts receivable |
|
|
293,821 |
|
|
|
— |
|
Due from related parties |
|
|
— |
|
|
|
286 |
|
Prepaid expenses and other current assets |
|
|
1,325,753 |
|
|
|
270,648 |
|
Total current assets |
|
|
4,288,928 |
|
|
|
6,781,074 |
|
Restricted cash |
|
|
50,000 |
|
|
|
50,000 |
|
Property and equipment, net |
|
|
192,590 |
|
|
|
234,167 |
|
Right of use asset |
|
|
362,401 |
|
|
|
320,373 |
|
Security deposit |
|
|
43,200 |
|
|
|
32,200 |
|
Total assets |
|
$ |
4,937,119 |
|
|
$ |
7,417,814 |
|
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
1,436,692 |
|
|
$ |
416,941 |
|
Accrued expenses and other current liabilities |
|
|
887,012 |
|
|
|
506,611 |
|
Insurance premium financing |
|
|
911,124 |
|
|
|
— |
|
Lease liability - current |
|
|
195,253 |
|
|
|
121,552 |
|
Total current liabilities |
|
|
3,430,081 |
|
|
|
1,045,104 |
|
Derivative warrant liabilities |
|
|
331,612 |
|
|
|
— |
|
Lease liability - noncurrent |
|
|
171,596 |
|
|
|
201,504 |
|
Total liabilities |
|
|
3,933,289 |
|
|
|
1,246,608 |
|
Commitments and contingencies (Note 17) |
|
|
|
|
|
|
||
Series A convertible preferred stock |
|
|
4,431,838 |
|
|
|
— |
|
Convertible preferred stock |
|
|
— |
|
|
|
20,857,453 |
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
||
Common stock, $0.0001 par value; 150,000,000 shares authorized; 16,653,466 and 308,443 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively |
|
|
1,665 |
|
|
|
31 |
|
Additional paid-in capital |
|
|
28,511,656 |
|
|
|
2,213,547 |
|
Accumulated deficit |
|
|
(31,941,329 |
) |
|
|
(16,899,825 |
) |
Total stockholders’ deficit |
|
|
(3,428,008 |
) |
|
|
(14,686,247 |
) |
Total liabilities, convertible preferred stock and stockholders’ deficit |
|
$ |
4,937,119 |
|
|
$ |
7,417,814 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
COMERA LIFE SCIENCES HOLDINGS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
$ |
234,922 |
|
|
$ |
87,767 |
|
|
$ |
476,982 |
|
|
$ |
246,498 |
|
Cost of revenue |
|
|
60,963 |
|
|
|
48,364 |
|
|
|
160,030 |
|
|
|
122,073 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
394,800 |
|
|
|
263,620 |
|
|
|
1,250,570 |
|
|
|
1,262,329 |
|
General and administrative |
|
|
2,314,554 |
|
|
|
689,483 |
|
|
|
8,027,316 |
|
|
|
2,373,621 |
|
Total operating expenses |
|
|
2,709,354 |
|
|
|
953,103 |
|
|
|
9,277,886 |
|
|
|
3,635,950 |
|
Loss from operations |
|
|
(2,535,395 |
) |
|
|
(913,700 |
) |
|
|
(8,960,934 |
) |
|
|
(3,511,525 |
) |
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of derivative warrant liabilities |
|
|
500,327 |
|
|
|
— |
|
|
|
1,954,767 |
|
|
|
— |
|
Reverse recapitalization issuance costs in excess of gross proceeds |
|
|
— |
|
|
|
— |
|
|
|
(6,566,821 |
) |
|
|
— |
|
Common stock purchase agreement issuance costs |
|
|
(1,029,077 |
) |
|
|
— |
|
|
|
(1,029,077 |
) |
|
|
— |
|
Gain on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
160,588 |
|
Change in fair value of convertible notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(76,738 |
) |
Interest expense |
|
|
(12,696 |
) |
|
|
— |
|
|
|
(12,773 |
) |
|
|
— |
|
Other expense, net |
|
|
— |
|
|
|
— |
|
|
|
(426,666 |
) |
|
|
— |
|
Total other (expense) income, net |
|
|
(541,446 |
) |
|
|
— |
|
|
|
(6,080,570 |
) |
|
|
83,850 |
|
Net loss and comprehensive loss |
|
|
(3,076,841 |
) |
|
|
(913,700 |
) |
|
|
(15,041,504 |
) |
|
|
(3,427,675 |
) |
Less: accretion of convertible preferred |
|
|
(86,816 |
) |
|
|
— |
|
|
|
(287,984 |
) |
|
|
— |
|
Net loss attributable to common stockholders or unit holders |
|
$ |
(3,163,657 |
) |
|
$ |
(913,700 |
) |
|
$ |
(15,329,488 |
) |
|
$ |
(3,427,675 |
) |
Net loss per share or unit attributable to common stockholders |
|
$ |
(0.20 |
) |
|
$ |
(6.34 |
) |
|
$ |
(1.85 |
) |
|
$ |
(0.87 |
) |
Weighted-average number of common shares or units used in |
|
|
16,024,011 |
|
|
|
144,163 |
|
|
|
8,294,938 |
|
|
|
3,955,649 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
COMERA LIFE SCIENCES HOLDINGS, INC.
STATEMENTS OF CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS’ DEFICIT AND MEMBERS’ CAPITAL
(unaudited)
|
Series A Convertible |
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Preferred Stock |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
Total |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Capital Units |
|
Incentive Units |
|
Paid-in |
|
Accumulated |
|
Stockholders’ Deficit |
|
||||||||||||||||||||||
|
Shares |
|
|
Amount |
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
Units |
|
|
Amount |
|
Units |
|
|
Amount |
|
Capital |
|
Deficit |
|
and Members’ Capital |
|
|||||||||||||
Balance as of December 31, 2021, as originally stated |
|
— |
|
|
$ |
— |
|
|
13,802,758 |
|
|
$ |
20,857,453 |
|
|
|
|
400,000 |
|
|
$ |
400 |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
$ |
2,213,178 |
|
$ |
(16,899,825 |
) |
$ |
(14,686,247 |
) |
Retroactive application of reverse recapitalization |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
(91,557 |
) |
|
|
(369 |
) |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
369 |
|
|
— |
|
|
— |
|
Balance as of December 31, 2021, as adjusted |
|
— |
|
|
|
— |
|
|
13,802,758 |
|
|
|
20,857,453 |
|
|
|
|
308,443 |
|
|
|
31 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
2,213,547 |
|
|
(16,899,825 |
) |
|
(14,686,247 |
) |
Issuance of common stock upon exercise of stock options |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
735,859 |
|
|
|
74 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
429,356 |
|
|
— |
|
|
429,430 |
|
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
42,556 |
|
|
— |
|
|
42,556 |
|
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(2,879,395 |
) |
|
(2,879,395 |
) |
Balance as of March 31, 2022 |
|
— |
|
|
|
— |
|
|
13,802,758 |
|
|
|
20,857,453 |
|
|
|
|
1,044,302 |
|
|
|
105 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
2,685,459 |
|
|
(19,779,220 |
) |
|
(17,093,656 |
) |
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
679,265 |
|
|
|
68 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
230,003 |
|
|
— |
|
|
230,071 |
|
Conversion of convertible preferred stock |
|
— |
|
|
|
— |
|
|
(13,802,758 |
) |
|
|
(20,857,453 |
) |
|
|
|
10,643,403 |
|
|
|
1,064 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
20,856,389 |
|
|
— |
|
|
20,857,453 |
|
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs of $7.5 million |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
3,570,215 |
|
|
|
357 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
3,443,393 |
|
|
— |
|
|
3,443,750 |
|
Issuance of convertible preferred stock, net of issuance costs |
|
4,305 |
|
|
|
4,143,854 |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Accretion of convertible preferred stock to redemption value |
|
— |
|
|
|
201,168 |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
(201,168 |
) |
|
— |
|
|
(201,168 |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
56,739 |
|
|
— |
|
|
56,739 |
|
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(9,085,268 |
) |
|
(9,085,268 |
) |
Balance as of June 30, 2022 |
|
4,305 |
|
|
|
4,345,022 |
|
|
— |
|
|
|
— |
|
|
|
|
15,937,185 |
|
|
|
1,594 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
27,070,815 |
|
|
(28,864,488 |
) |
|
(1,792,079 |
) |
Issuance of common stock upon exercise of Public Warrants |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
100 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
1,150 |
|
|
|
|
1,150 |
|
|
Issuance of common stock in connection with common stock purchase agreement |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
420,000 |
|
|
|
42 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
748,846 |
|
|
— |
|
|
748,888 |
|
Issuance of Commitment Shares |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
296,181 |
|
|
|
29 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
649,971 |
|
|
— |
|
|
650,000 |
|
Accretion of convertible preferred stock to redemption value |
|
— |
|
|
|
86,816 |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
(86,816 |
) |
|
— |
|
|
(86,816 |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
127,690 |
|
|
— |
|
|
127,690 |
|
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(3,076,841 |
) |
|
(3,076,841 |
) |
Balance as of September 30, 2022 |
|
4,305 |
|
|
$ |
4,431,838 |
|
|
— |
|
|
$ |
— |
|
|
|
|
16,653,466 |
|
|
$ |
1,665 |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
$ |
28,511,656 |
|
$ |
(31,941,329 |
) |
$ |
(3,428,008 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
COMERA LIFE SCIENCES HOLDINGS, INC.
STATEMENTS OF CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS’ DEFICIT AND MEMBERS’ CAPITAL (Continued)
(unaudited)
|
Series A Convertible |
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Preferred Stock |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
Total |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Capital Units |
|
Incentive Units |
|
Paid-in |
|
Accumulated |
|
Stockholders’ Deficit |
|
||||||||||||||||||||||
|
Shares |
|
|
Amount |
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
Units |
|
|
Amount |
|
Units |
|
|
Amount |
|
Capital |
|
Deficit |
|
and Members’ Capital |
|
|||||||||||||
Balance as of December 31, 2020 |
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
|
|
— |
|
|
$ |
— |
|
|
9,429,006 |
|
|
$ |
10,681,040 |
|
|
1,987,474 |
|
|
$ |
— |
|
$ |
918,922 |
|
$ |
(11,448,047 |
) |
$ |
151,915 |
|
Vesting of incentive units |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
25,416 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
—< | |||||||||||||||||