Form 8-K - Current report

FALSE000153496900015349692024-06-062024-06-06

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): June 6, 2024

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: [phone]

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

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Item 5.07.     Submission of Matters to a Vote of Security Holders.

On June 6, 2024, Sera Prognostics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 31,672,965 shares of Class A common stock, par value $0.0001 per share, issued and outstanding and eligible to vote as of the record date of April 10, 2024, a quorum of 20,402,055 shares, or 64.4% of the eligible shares, was present at the meeting or represented by proxy.

At the Annual Meeting, the stockholders: (1) elected each of Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips, to the Company’s Board of Directors as a Class III director for a term of three years to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal (“Election of Directors”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Auditor Ratification”). A more complete description of each of these matters is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2024.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.

1. Election of Directors

Nominee						Shares Voted For						Shares Voted to Withhold Authority						Broker Non-votes
Gregory C. Critchfield, M.D., M.S.						11,383,614						622,052						8,396,389
Zhenya Lindgardt						9,379,452						2,626,214						8,396,389
Joshua Phillips						11,492,162						513,504						8,396,389

2. Auditor Ratification

Shares Voted For						Shares Voted Against						Shares Abstaining						Broker Non-votes
20,391,485						226						10,344						—

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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: June 6, 2024

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
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

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