As filed with the Securities and Exchange Commission on September 12, 2023

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 Identification No.)
12 Gill Street, Suite 4650 Woburn, Massachusetts		01801
(Address of Principal Executive Offices)		(Zip Code)

 

Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan

(Full title of the plan)

Jeffrey S. Hackman

President and Chief Executive Officer

Comera Life Sciences Holdings, Inc.

12 Gill Street, Suite 4650

Woburn, Massachusetts 01801

(Name and address of agent for service)

(617) 871-2101

(Telephone number, including area code, of agent for service)

With a copy to:

Stacie S. Aarestad

Ryan M. Rourke Reed

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, MA 02210

 

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Tel: (617) 832-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

 

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EXPLANATORY NOTE

 

Comera Life Sciences Holdings, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 3,000,000 shares of its common stock, par value $0.0001 per share, that may be issued and sold under the Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan (the “2022 Plan”), following the amendment to the 2022 Plan that was approved by the Registrant’s stockholders at its annual meeting on August 31, 2023. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to that instruction, the contents of the Registration Statements on Form S-8 (File Nos. 333-266824 and 333-270679) filed with the Securities and Exchange Commission on August 12, 2022 and March 17, 2023 are incorporated herein by reference.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

(a)	Exhibits

4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by the Registrant with the SEC on August 15, 2022).
4.2		Certificate of Designation of the Series A Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed by the Registrant with the SEC on May 25, 2022)
4.3		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Quarterly Report on Form 10-Q filed by the Registrant with the SEC on August 15, 2022).
5.1*		Opinion of Foley Hoag LLP.
23.1*		Consent of Baker Tilly US, LLP.
23.2*		Consent of Foley Hoag LLP (included in Exhibit 5.1 hereto)
24.1*		Power of Attorney (included in the signature page of this registration statement)
99.1		Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan (as amended through August 31, 2023) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on September 1, 2023).
107*		Filing Fee Table

*	Filed herewith.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, Massachusetts on the 12th day of September, 2023.

COMERA LIFE SCIENCES HOLDINGS, INC.
By:		/s/ Jeffrey S. Hackman
Name:		Jeffrey S. Hackman
Title:		Chairman, President and CEO

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each Jeffrey S. Hackman and Michael Campbell as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more registration statements on Form S-8 and any and all amendments to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following person in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Jeffrey S. Hackman		Chairman, President and Chief Executive Officer		September 12, 2023
Jeffrey Hackman
/s/ Michael Campbell		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		September 12, 2023
Michael Campbell
/s/ James Sherblom		Director		September 12, 2023
James Sherblom
/s/ Edward Sullivan		Director		September 12, 2023
Edward Sullivan
/s/ Sirshendu Roopom Banerjee		Director		September 12, 2023
Sirshendu Roopom Banerjee

 

/s/ Kirsten Flowers		Director		September 12, 2023
Kirsten Flowers

 

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/s/ William A. Wexler		Director		September 12, 2023
William A. Wexler

 

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	Seaport West 155 Seaport Boulevard Boston, MA 02210-2600   617 832 1000 main 617 832 7000 fax

 

 

 

 

September 12, 2023

 

Comera Life Sciences Holdings, Inc.

12 Gill Street, Suite 4650

Woburn, MA 01801

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement relates to the offer and sale by the Company of up to 3,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), issuable under the Company’s 2022 Equity and Incentive Plan (as amended through August 31, 2023, the “2022 Plan”).

In arriving at the opinion expressed below, we have examined and relied upon the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, the records of meetings and consents of the Company’s Board of Directors, or committees thereof, records of the proceedings of stockholders deemed to be relevant to this opinion letter and the 2022 Plan, each as provided to us by the Company, and the Registration Statement.

In addition, we have examined such matters of fact and questions of law as we have considered appropriate for the purposes of this letter. We have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

We have assumed that the Company will continue to have sufficient authorized, unissued and otherwise unreserved shares of Common Stock available for issuance at the time of each issuance of the Shares pursuant to the 2022 Plan. We have also assumed that the purchase price or other consideration to be received by the Company for the Shares will be valid consideration equal to or in excess of the par value of the Common Stock. In rendering the opinion expressed below, we express no opinion other than as to the Delaware General Corporation Law.

 

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Comera Life Sciences Holdings, Inc.

September 12, 2023

Page 2

 

 

On the basis of the foregoing, it is our opinion that the Shares, when issued and delivered by the Company in accordance with the terms of the 2022 Plan and the awards thereunder against the Company’s receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and non-assessable.

This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose, nor may this opinion be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

This opinion is based upon currently existing statutes, rules and regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein.

This opinion letter shall be interpreted in accordance with the Core Opinion Principles jointly issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section and the Working Group on Legal Opinions Foundation as published in 74 Business Lawyer 815 (2019).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

FOLEY HOAG LLP

 

By: /s/ Ryan M. Rourke Reed

a Partner

 

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Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated March 17, 2023 relating to the consolidated financial statements of Comera Life Sciences Holdings, Inc (the “Company”). which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Our report includes an explanatory paragraph relating to the Company’s ability to continue as a going concern.

/s/ Baker Tilly US, LLP

Tewksbury, Massachusetts

September 12, 2023

 

 

 

 

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Comera Life Sciences Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, par value $0.0001 per share, that may be issued under the Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan

457(h)

3,000,000(2)

$0.3602(3)

$1,080,600

0.00011020

$119.08

Total Offering Amounts

$1,080,600

$119.08

Total Fee Offsets

$0

Net Fee Due

$119.08

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock, par value $0.0001 per share, of the Registrant (the “Common Stock”) that may become issuable under the Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan (the “2022 Plan”) as a result of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of shares of the Registrant’s outstanding Common Stock.

 

(2)	This Registration Statement covers 3,000,000 shares of the Registrant’s Common Stock, which are issuable pursuant to the 2022 Plan.

 

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and 457(c) under the Securities Act, based upon the average of the high and low prices of the Common Stock, as reported on the Nasdaq Stock Market on September 11, 2023, which date is within five business days prior to the filing of this registration statement.

 

 

 

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