sera-20230613

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 13, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2023, Michael R. Foley, M.D., notified Sera Prognostics, Inc. (the “Company”) of his intention to resign from the position of Chief Medical Officer of the Company, effective as of June 30, 2023, and has moved to a consulting role.

Effective July 1, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Dr. Foley, pursuant to which Dr. Foley agreed to provide certain consulting services to the Company upon its request in exchange for payment of $500 per hour, up to 12 hours per week, and continued vesting of his equity awards pursuant to their terms during the term of the Consulting Agreement. The Consulting Agreement has a term of 24 months and can be terminated by either party, with or without cause, upon 90 days’ written notice to the other party. The summary of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which will be attached as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023.

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/ Benjamin G. Jackson
						Benjamin G. Jackson
						Secretary and General Counsel

Date: July 31, 2023