8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2023

Comera Life Sciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-41403	87-4706968
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12 Gill Street Suite 4650 Woburn, Massachusetts	01801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 871-2101

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 14, 2023, the Board of Directors (the “Board”) of Comera Life Sciences Holdings, Inc. (the “Company”) met to determine the non-equity incentive compensation to be paid to each of Jeffrey Hackman, the Company’s Chairman, President and Chief Executive Officer, Michael Campbell, the Company’s Chief Financial Officer and Neal Muni, the Company’s Chief Operating Officer (together the “Named Executive Officers”) in respect of their achievement of 2022 performance objectives. In furtherance of the Company’s cash conservation efforts and to better align the interests of the Named Executive Officers with those of the Company’s stockholders, the Board elected to grant options (the “Options”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to the Named Executive Officers in lieu of performance-based cash compensation. The Options were granted under the Comera Life Sciences Holdings, Inc. 2022 Equity and Incentive Plan (the “2022 Plan”) and have an exercise price of $1.30 per share, the closing price of the Common Stock on the date of grant. Twenty-five percent of the shares underlying the Options vest on February 14, 2024, with the remaining shares vesting on a monthly basis on the 14^th day of each month thereafter, in each case, subject to continuous service to the Company, such that the Options shall be fully vested on February 14, 2027.

The Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) on February 3, 2023, as amended on February 8, 2023, which was declared effective on February 10, 2023 (File No. 333-269564) (the “Registration Statement”). The Summary Compensation Table included in the Registration Statement did not include non-equity incentive plan compensation paid to the Named Executive Officers for fiscal 2022 because 2022 non-equity incentive plan compensation had not yet been determined. In accordance with Item 5.02(f) of Form 8-K, the table below is updated to provide this information.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus ($)		Option Awards ($)(1)		Non-equity incentive plan compensation ($)(2)		All Other Compensation ($)		Total ($)
Jeffrey Hackman Chief Executive Officer (3)		2022		400,000		—		535,200		—		—		935,200
		2021		132,543		51,052		161,640		—		—		345,235
Michael Campbell, Chief Financial Officer(4)		2022		201,882		—		954,900		—		—		1,156,782
		2021		—		—				—		—
Neal Muni, MD Chief Operating Officer(5)		2022		350,000		—		88,250		—		—		439,200
		2021		106,178		45,989		121,230		—		—		273,397

(1) Amounts reflect the full grant-date fair value of stock options granted, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For more information see footnote 2 to our financial statements for the years ended December 31, 2021 and 2020 “Basis of Presentation and Significant Accounting Policies — Stock-Based Compensation Expense” found elsewhere in this Report.

(2) In furtherance of the Company’s cash conservation efforts and to align the interests of the Named Executive Officers with those of the Company’s stockholders, the Board granted options to purchase shares of the Company’s common stock to the Named Executive Officers in lieu of performance-based cash compensation for the fiscal year ended December 31, 2022. The following table sets forth the number of options granted to each Named Executive Officer on February 14, 2023:

Name	Options Awarded
Jeffrey Hackman		100,000
Michael Campbell		25,000
Neal Muni		100,000

(3) Mr. Hackman became our Chief Executive Officer on September 1, 2021.

(4) Mr. Campbell became our Chief Financial Officer on June 15, 2022.

(5) Mr. Muni became our Chief Operating Officer on September 13, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 21, 2023	COMERA LIFE SCIENCES HOLDINGS, INC.
	By:	/s/ Michael Campbell
	Name:	Michael Campbell
	Title:	Executive Vice President and Chief Financial Officer

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Document and Entity Information	Feb. 14, 2023
Document And Entity Information [Line Items]
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Entity Central Index Key	0001907685
Document Type	8-K
Document Period End Date	Feb. 14, 2023
Entity Registrant Name	Comera Life Sciences Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-41403
Entity Tax Identification Number	87-4706968
Entity Address, Address Line One	12 Gill
Entity Address, Address Line Two	Street
Entity Address, Address Line Three	Suite 4650
Entity Address, City or Town	Woburn
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01801
City Area Code	(617)
Local Phone Number	871-2101
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock
Trading Symbol	CMRA
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants
Trading Symbol	CMRAW
Security Exchange Name	NASDAQ