| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/03/2023 |
3. Issuer Name and Ticker or Trading Symbol
Comera Life Sciences Holdings, Inc. [ CMRA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share | 1,254,776 | D(1) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Purchase Warrant | 01/04/2023 | 01/04/2028 | Common Stock, par value $0.0001 per share | 743,242(2) | 1.23 | D(1) | |
| Common Stock Purchase Warrant | 02/01/2024 | 07/31/2028 | Common Stock, par value $0.0001 per share | 1,198,044(3) | 0.6135 | D(1) | |
| Common Stock Purchase Warrant | 09/11/2023 | 09/11/2028 | Common Stock, par value $0.0001 per share | 513,447(4) | 0.6135 | D(1) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This report is filed jointly by Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.0001 ("Common Stock") of Comera Life Sciences Holdings, Inc. (the "Company"). These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. |
| 2. Pursuant to that certain Securities Purchase Agreement dated January 2, 2023, the Company issued that certain Common Stock Purchase Warrant ("Warrant") to Freebird Partners LP, in substantially the form as the form of warrant filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 4, 2023. The Warrant became exercisable on January 4, 2023, and may be exercised through January 4, 2028, at an exercise price of $1.23 per share of Common Stock. |
| 3. Pursuant to that certain Securities Purchase Agreement dated July 31, 2023, the Company issued that certain Common Stock Purchase Warrant ("First Warrant") to Freebird Partners LP on July 31, 2023, in substantially the form as the form of warrant filed as Exhibit 4.1 to the as announced in the Issuer's Current Report on Form 8-K filed with the SEC on August 1, 2023. The First Warrant becomes exercisable on February 1, 2024, and may be exercised through July 31, 2028, at an exercise price of $0.6135 per share of Common Stock. |
| 4. Pursuant to that certain Securities Purchase Agreement dated July 31, 2023, the Company issued that certain Common Stock Purchase Warrant ("Second Warrant") to Freebird Partners LP on September 11, 2023, in substantially the form as the form of warrant filed as Exhibit 4.1 to the as announced in the Issuer's Current Report on Form 8-K filed with the SEC on August 1, 2023. The Second Warrant became exercisable on September 11, 2023, and may be exercised through September 11, 2028, at an exercise price of $0.6135 per share of Common Stock. |
| Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President | 01/03/2024 | |
| Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President | 01/03/2024 | |
| /s/ Curtis W. Huff | 01/03/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
