0001948079-24-000001.txt : 20240103 0001948079-24-000001.hdr.sgml : 20240103 20240103183057 ACCESSION NUMBER: 0001948079-24-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231229 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soane David CENTRAL INDEX KEY: 0001948079 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41403 FILM NUMBER: 24508861 MAIL ADDRESS: STREET 1: C/O SOANE LABS, LLC STREET 2: 380 NE 72ND TERRACE CITY: MIAMI STATE: FL ZIP: 33138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soane Family Trust CENTRAL INDEX KEY: 0001952504 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41403 FILM NUMBER: 24508860 BUSINESS ADDRESS: STREET 1: C/O SOANE LABS, LLC STREET 2: 380 NE 72ND TERRACE CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 510-376-1425 MAIL ADDRESS: STREET 1: C/O SOANE LABS, LLC STREET 2: 380 NE 72ND TERRACE CITY: MIAMI STATE: FL ZIP: 33138 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Comera Life Sciences Holdings, Inc. CENTRAL INDEX KEY: 0001907685 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 874706968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 GILL STREET STREET 2: SUITE 4650 CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: (617)871-2101 MAIL ADDRESS: STREET 1: 12 GILL STREET STREET 2: SUITE 4650 CITY: WOBURN STATE: MA ZIP: 01801 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2023-12-29 0 0001907685 Comera Life Sciences Holdings, Inc. CMRA 0001948079 Soane David C/O SOANE LABS, LLC 380 NE 72ND TERRACE MIAMI FL 33138 0 0 1 0 0001952504 Soane Family Trust C/O SOANE LABS, LLC 380 NE 72ND TERRACE MIAMI FL 33138 0 0 1 0 0 Common Stock 284328 I By Trust Common Stock 284328 I By Trust Common Stock 3336562 I By Trust Common Stock 589786 D 12% Senior Secured Convertible Note 0.055 2023-12-29 4 P 0 1363636 75000 A 2023-12-29 2024-12-29 Common Stock 1363636 1363636 I By Trust 12% Senior Secured Convertible Note 0.055 2023-12-29 4 P 0 1363636 75000 A 2023-12-29 2024-12-29 Common Stock 1363636 1363636 I By Trust Warrant (right to buy) 0.055 2023-12-29 4 P 0 2727272 0 A 2023-12-29 2028-12-29 Common Stock 2727272 2727272 I By Trust Warrant (right to buy) 0.055 2023-12-29 4 P 0 2727272 0 A 2023-12-29 2028-12-29 Common Stock 2727272 2727272 I By Trust Includes 4,298 Earn-Out Shares. Earn-Out Shares are shares of Common Stock held in escrow, which shares will be released if, at any time prior to May 19, 2024, either (i) the volume-weighted average price of the Common Stock is equal to or greater than $12.50 for twenty trading days within a thirty trading day period or (ii) upon a change of control with aggregate consideration in excess of $12.50 per share of Common Stock. Held by the Alexander V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes Held by the Nicholas V. Soane 2019 Irrevocable Trust. Members of David Soane's immediate family serve as trustee and are beneficiaries of such trusts. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes Includes 663,288 Earn-Out Shares Held by The Soane Family Trust, of which David Soane is a trustee and members of the Dr. Soane's immediate family are trustees and beneficiaries. Dr. Soane disclaims beneficial ownership except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes Includes 119,779 Earn-Out Shares Excludes shares of Series A Convertible Perpetual Preferred Stock, par value $.0001 per share ("Series A Preferred Stock") held by Comera SPV LLC ("Comera SPV"). The trust is a member of and has an economic interest in the Comera SPV, but it does not have voting or dispositive power with respect to any shares of the Series A Preferred Stock. The trust disclaims beneficial ownership of the Series A Preferred Stock held by the Comera SPV. David Soane (individually) 2024-01-03 David Soane (as trustee of the Soane Family Trust) 2024-01-03