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