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): October 6, 2023
Comera Life Sciences Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 1-41403 |
| 87-4706968 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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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. ☐
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2023, Comera Life Sciences Holdings, Inc. (the “Company”) and Neal Muni, MD entered into a Separation Agreement and Release (the “Separation Agreement”) pursuant to which Dr. Muni, a named executive officer, will resign as the Company’s Executive Vice President and Chief Operating Officer effective October 6, 2023. Pursuant to the terms of the Separation Agreement, Dr. Muni is entitled to receive the following: (i) a lump sum severance payment equal to three (3) months of his current salary (the gross amount of $70,000) and (ii) prior to the end of his employment, a stock option award to purchase 60,000 shares of the Company’s common stock, par value $0.0001 per share, at an exercise price equal to the closing price on the date of grant. The new stock option award will vest in full upon expiration of the seven-day revocation period set forth in Section 13 of the Separation Agreement (provided that Dr. Muni does not revoke the Separation Agreement prior to the expiration of such revocation period) and will be exercisable for three years. In the event that Dr. Muni revokes the Separation Agreement prior to the expiration of the revocation period, the new stock option shall automatically be terminated and forfeited. Any vested options held by Dr. Muni will remain exercisable following his resignation in accordance with the terms of the underlying option award agreements. The description of the Separation Agreement contained herein is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
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.
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Dated: October 6, 2023 |
| COMERA LIFE SCIENCES HOLDINGS, INC. |
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| By: |
| /s/ Michael Campbell |
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| Name: |
| Michael Campbell |
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| Title: |
| Chief Financial Officer |
