SERA 8-K
Sera Prognostics, Inc. (SERA)
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
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2026, Jeffrey T. Elliott, a member of the Board of Directors (the “Board”) of Sera Prognostics, Inc. (the “Company”), notified the Company of his decision to resign from the Board effective as of June 4, 2026, the date of the Company’s Annual Stockholders Meeting (“Annual Meeting”). Mr. Elliott’s resignation was not as a result of any disagreement between Mr. Elliott and the Company on any matter relating to the Company’s operations, policies or practices. Mr. Elliott’s term as a director was scheduled to expire at the Annual Meeting. As a result of this resignation, Mr. Elliott is no longer a director nominee for re-election at the Annual Meeting. In connection with Mr. Elliott’s resignation, the Company’s board of directors (the “Board”) decreased its size to seven directors. Separately, as part of its ongoing focus on strong corporate governance and leadership continuity, the Company is in advanced discussions with highly qualified candidates to join the Board and expects to announce an appointment in the near term.
On June 1, 2026, the Company issued a press release announcing the departure of Mr. Elliott, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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SERA PROGNOSTICS, INC. |
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June 1, 2026 |
By: |
/s/ Austin Aerts |
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Austin Aerts |
Exhibit 99.1
SERA PROGNOSTICS ANNOUNCES BOARD TRANSITION
Salt Lake City – June 1, 2026 – Sera Prognostics Inc., The Pregnancy Company® (Nasdaq: SERA), focused on improving maternal and neonatal health by providing innovative pregnancy biomarker information to doctors and patients, today announced that Jeff Elliott has notified the Company of his intention to step down from its Board of Directors, effective June 4, 2026, and that he will not stand for re-election at the Company’s upcoming Annual Meeting of Shareholders.
Mr. Elliott has served on Sera’s Board since March 2025, providing strategic guidance and leadership during a period of growth and development for the Company.
“I have greatly valued my time serving on Sera’s Board and remain confident in the Company’s mission and long-term opportunity,” said Mr. Elliott. “While I continue to believe strongly in the future of Sera, I have made the decision to step down due to increasing demands on my time and my desire to ensure the Company receives the level of focus it deserves.”
Zhenya Lindgardt, Chief Executive Officer of Sera, added, “On behalf of the entire Board and management team, I want to thank Jeff for his thoughtful counsel, contributions and support during his tenure. His perspective has helped shape our strategy, and we are grateful for the role he has played in our progress.”
Separately, as part of its ongoing focus on strong corporate governance and leadership continuity, the Company is in advanced discussions with highly qualified candidates to join the Board and expects to announce an appointment in the near term.
About Sera Prognostics, Inc.
Sera Prognostics is a leading health diagnostics company dedicated to improving the lives of women and babies through precision pregnancy care. Sera’s mission is to provide early, pivotal pregnancy information to improve the health of mothers and newborns, resulting in reductions in the costs of healthcare delivery. Sera has a robust pipeline of innovative diagnostic tests focused on the early prediction of preterm birth risk and other complications of pregnancy. Sera’s precision medicine PreTRM® Test reports to a physician the individualized risk of spontaneous premature delivery in a pregnancy, enabling earlier proactive interventions in women with higher risk. Sera Prognostics is headquartered in Salt Lake City, Utah.
About Preterm Birth
Preterm birth is defined as any birth before 37 weeks’ gestation and is the leading cause of illness and death in newborns. The 2025 March of Dimes Report Card shows that, for the fourth consecutive year, the United States earned a D+ grade for preterm birth, making the longest stretch of the lowest grade in Report Card history. Prematurity is associated with a significantly increased risk of major long-term medical complications, including learning disabilities, cerebral palsy, chronic respiratory illness, intellectual disability, seizures, and vision and hearing loss, and can generate significant costs throughout the lives of affected children. The annual health care costs to manage short- and long-term complications of prematurity in the United States were estimated to be approximately $25 billion for 2016.
About the PreTRM® Test
The PreTRM® Test is the only broadly validated, commercially available blood-based biomarker test that provides an early, accurate and individualized risk prediction for spontaneous preterm birth in asymptomatic singleton pregnancies. The PreTRM® Test measures and analyzes proteins in the blood that are highly predictive of preterm birth. The PreTRM® Test permits physicians to identify, during the weeks 18 through 20 of pregnancy, which women are at increased risk for preterm birth and its complications, enabling more informed, personalized clinical decisions based on each woman’s individual risk. The PreTRM® Test is ordered by a medical professional.
Sera, Sera Prognostics, the Sera Prognostics logo, The Pregnancy Company, and PreTRM are trademarks or registered trademarks of Sera Prognostics, Inc. in the United States and/or other countries.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to Jeffrey Elliott stepping down from the Company’s Board of Directors; the Company’s expectation to announce a new Board appointment in the near term; and the Company’s strategic directives under the caption “About Sera Prognostics, Inc.” These “forward-looking statements” are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties include, but are not limited to: net losses, cash generation, and the potential need to raise more capital; revenues from the PreTRM Test representing substantially all Company revenues to date; the need for broad scientific and market acceptance of the PreTRM Test; a concentrated number of material customers; our ability to introduce new products; potential competition; our proprietary biobank; critical suppliers; estimates of total addressable market opportunity and forecasts of market growth; potential third-party payer coverage and reimbursement; new reimbursement methodologies applicable to the PreTRM Test, including new CPT codes and payment rates for those codes; changes in FDA regulation of laboratory-developed tests; the intellectual property rights protecting our tests and market position; and other factors discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.
Investor Contact
Jennifer Zibuda, Head of Investor Relations
+1 (801) 396-8043
Media Contact
Nicole Kaplan at Allison Worldwide
+1 (847) 721-6033