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)
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Delaware | 87-4706968 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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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
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.
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
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Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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| Emerging growth company | ☒ | |||
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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. ☐
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 |
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4.1 | ||
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4.2 | ||
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4.3 | ||
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5.1* | ||
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23.1* | ||
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23.2* | ||
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24.1* | Power of Attorney (included in the signature page of this registration statement) | |
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99.1 | ||
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107* |
* | Filed herewith. |
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.
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COMERA LIFE SCIENCES HOLDINGS, INC. | ||
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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.
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Signature | Title | Date | ||
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/s/ Jeffrey S. Hackman | Chairman, President and Chief Executive Officer | September 12, 2023 | ||
Jeffrey Hackman | ||||
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/s/ Michael Campbell | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | September 12, 2023 | ||
Michael Campbell | ||||
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/s/ James Sherblom | Director | September 12, 2023 | ||
James Sherblom | ||||
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/s/ Edward Sullivan | Director | September 12, 2023 | ||
Edward Sullivan | ||||
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/s/ Sirshendu Roopom Banerjee | Director | September 12, 2023 | ||
Sirshendu Roopom Banerjee |
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/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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