Comera Life Sciences Announces Up To $15 million Purchase Agreement with Arena Business Solutions
August 31 2022 - 4:15PM
Comera Life Sciences Holdings, Inc. (Nasdaq: CMRA) (“Company” or
“Comera”), a life sciences company developing a new generation of
bio-innovative biologic medicines to improve patient access, safety
and convenience, today announced entry into a purchase agreement
with Arena Business Solutions Global SPC II, Ltd. (“Arena”) for up
to $15 million of the Company’s common stock, with an option to
increase by an additional $15 million to $30 million.
“The line of credit provides the opportunity to
invest in our pipeline and proprietary formulation platform,
SQore™, which is designed to transform intravenous biologics into
subcutaneous versions that patients can self-administer in a single
dose,” said Jeffrey Hackman, President, Chief Executive Officer and
Chairman of Comera. “Strengthening our balance sheet will help us
achieve our strategic objectives in the near-term, and we are
grateful for Arena’s commitment to Comera’s success.”
After the SEC declares a resale registration
statement effective relating to the transaction, Comera will have
the right and the sole discretion to sell to Arena up to $15
million worth of shares over a 36-month period subject to certain
limitations. Comera will control the timing and amount of any
future investment and Arena will be obligated to make purchases in
accordance with the purchase agreement and at a price based on 96%
of the volume-weighted average trading price of common stock on the
day of each sale. In the event Comera determines to sell any shares
of its common stock under the purchase agreement the Company
intends to use proceeds from the purchase agreement to fund working
capital and general corporate purposes.
Arena has agreed not to cause or engage in any
manner whatsoever, any direct or indirect short selling or hedging
of the Company’s common stock. No warrants, derivatives, or other
share classes are associated with this agreement. In consideration
for entering into the agreement, Comera has issued shares of common
stock to Arena as a commitment fee and will issue additional
commitment fee shares to Arena if the Company exercises its option
to increase the commitment amount.
A more detailed description of the agreement is
set forth in the Company’s Current Report on Form 8-K to be filed
with the SEC.
The offer and sale of the securities by the
Company in the above transaction have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and have
not been registered or qualified under any state securities laws,
and therefore may not be offered or sold in the United States
absent registration under the Securities Act or an applicable
exemption from such registration requirements, and registration or
qualification and under applicable state securities or “Blue Sky”
laws or an applicable exemption from such registration or
qualification requirements. The Company has agreed to file a
registration statement with the SEC to register the resale by Arena
of the shares of common stock to be purchased by Arena under the
purchase agreement.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, nor there be any sale of these securities in any
jurisdiction in which such offer solicitation or sale are unlawful
prior to registration or qualification under securities laws of any
such jurisdiction.
About Comera Life
SciencesLeading a compassionate new era in medicine,
Comera Life Sciences is applying a deep knowledge of formulation
science and technology to transform essential biologic medicines
from intravenous (IV) to subcutaneous (SQ) forms. The goal of this
approach is to provide patients with the freedom of self-injectable
care, reduce institutional dependency and to put patients at the
center of their treatment regimen.
To learn more about the Comera Life Sciences
mission, as well as the proprietary SQore™ platform, visit
https://comeralifesciences.com/.
Forward-Looking StatementsThis
press release contains “forward-looking statements” within the
meaning of the federal securities laws including statements
regarding our ability to execute on our business strategy and our
ability to access the $15 million in proceeds under the purchase
agreement, or to exercise the option for an additional $15 million,
due to the limitations contained in the purchase agreement. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including, but not
limited to: risks that the limitations in the purchase agreement
will limit our sales and/or prevent us to exercise our option or
that we will need to seek stockholder approval, which we may not be
able to obtain, to remove such limitations; that the recently
completed business combination disrupts the Company’s current plans
and ability to retain its employees; the Company’s ability to
maintain the listing of its securities on the Nasdaq Capital
Market; the effect of the COVID-19 pandemic on the Company’s
business; the price of the Company’s securities may be volatile due
to a variety of factors, including changes in the competitive and
highly regulated industries in which the Company plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting the Company’s business and changes in the
capital structure; the ability to implement business plans,
forecasts, and other expectations and identify and realize
additional opportunities; the risk of downturns and the possibility
of rapid change in the highly competitive industry in which the
Company operates; the risk that the Company and its current and
future collaborators are unable to successfully develop and
commercialize the Company’s products or services, or experience
significant delays in doing so; the risk that we will be unable to
continue to attract and retain third-party collaborators, including
collaboration partners and licensors; the risk that the Company may
never achieve or sustain profitability; the risk that the Company
will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; the risk
that the Company experiences difficulties in managing its growth
and expanding operations; the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their
obligations; the risk that the Company is unable to secure or
protect its intellectual property; the risk that the Company is
unable to secure regulatory approval for its product candidates;
general economic conditions; and other risks and uncertainties
indicated in the Current Report on Form 8-K filed with the SEC on
May 25, 2022 under “Risk Factors” and in other filings that have
been made or will be made with the SEC. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Comera’s Current Report on Form
8-K filed with the SEC on May 25, 2022 and other documents filed by
Comera from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Comera assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Comera can give no assurance that it
will achieve its expectations.
Contacts
Comera Investor John Woolford ICR Westwicke
John.Woolford@westwicke.com
Comera Press Karen Chase ICR
WestwickeKaren.Chase@westwicke.com
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