sera-20230216

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): February 16, 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 February 16, 2023, Sera Prognostics, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Side Letter, dated as of April 29, 2021, with Baker Bros. Advisors LP and certain affiliates of Baker Bros. Advisors LP (“Baker Bros. Investors”). Pursuant to the Amendment, the Baker Bros. Investors’ right to nominate one director (the “Investors Designee”) to the Company’s board of directors (the “Board”) was amended such that in order to exercise the right (the “Nomination Right”), among other conditions, the Baker Bros. Investors must beneficially own shares or other equity securities of the Company representing at least 9.9% of the then-outstanding total voting power of the Company. This percentage was increased from 4.0% in the original Side Letter.

The Amendment also provides for an adjustment to the Nomination Right such that, except for those rights common to all Company shareholders, the Baker Bros. Investors will have no further Nomination Right if the Investors Designee is elected to the Board, until such Investors Designee is no longer serving as a director on the Board, at which time the Baker Bros. Investors shall again have the right to nominate a new Investors Designee.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, 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/ Jay Moyes
						Jay Moyes
						Chief Financial Officer

Date: February 22, 2023