Form 8-K - Current report

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): December 6, 2023

SERA PROGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40606

26-1911522

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


2749 East Parleys Way, Suite 200 Salt Lake City, Utah						84109
(Address of principal executive offices)						(zip code)

Registrant’s telephone number, including area code: (801) 990-0520

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A Common Stock, $0.0001 par value per share

SERA

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company x

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. o

Item 1.01 Entry into a Material Definitive Agreement.

On December 6, 2023, Sera Prognostics, Inc. (the “Company”) entered into the second amendment (“Amendment No. 2”) to that certain Side Letter, dated as of April 29, 2021 (the “Side Letter”), previously amended effective February 16, 2023, with Baker Bros. Advisors LP and certain affiliates of Baker Bros. Advisors LP (collectively, “Baker Bros. Investors”). Pursuant to Amendment No. 2, the Baker Bros. Investors’ right to nominate one director to the Company’s board of directors was amended such that in order to exercise the right, among other conditions, the Baker Bros. Investors must beneficially own shares or other equity securities of the Company representing at least 19.9% of the then-outstanding total voting power of the Company.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and is incorporated herein by reference.

SIGNATURES

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 thereunto duly authorized.


			SERA PROGNOSTICS, INC.

			By:			/s/ Austin Aerts
						Austin Aerts
						Chief Financial Officer

Date: December 12, 2023

Cover	Dec. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 06, 2023
Entity Registrant Name	SERA PROGNOSTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40606
Entity Tax Identification Number	26-1911522
Entity Address, Address Line One	2749 East Parleys Way
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84109
City Area Code	801
Local Phone Number	990-0520
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	SERA
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001534969