December 29, 2023 · Form 4 insider transaction
Freebird Partners LP bought 2,453,636 shares of CMRA at $0.06 per share, a transaction worth $134.9K. The trade was recorded as open-market purchase and disclosed on an SEC Form 4, filed 5 days after the transaction.
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.; Pursuant to that certain Securities Purchase Agreement dated December 29, 2023, as announced in the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on December 29, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $134,950, (i) a Senior Convertible Note in the principal amount of $134,950 (the "Note") with a one (1) year term, and (ii) a warrant to purchase up to 4,907,272 shares of Common Stock (the "Warrant" and such transactions the "Transactions").; (Continued from footnote 2) The Note may be converted at any time and from time to time after December 29, 2023, at the option of the holder, at a conversion price of $0.055 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own no more than 9.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 29, 2023, and may be exercised through December 29, 2028, at an exercise price of $0.055 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own no more than 9.99% of the outstanding shares of Common Stock of the Company.