SERA 8-K
Sera Prognostics, Inc. (SERA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
Appointment of New Chief Financial Officer and Treasurer effective August 31, 2026
On August 14, 2026, the Board of Directors appointed Scott Gleason to serve as the next Chief Financial Officer and Treasurer of Sera Prognostics, Inc. (the “Company”), effective August 31, 2026, pursuant to the planned transition described below. In the Company press release for the announcement, Sera’s Chief Executive Officer and President, Zhenya Lindgardt remarked: “Scott brings a unique combination of CFO experience, investor relations expertise, and strategic leadership that will be an important asset as we strengthen commercial execution and support our business priorities.”
Biographical information about Mr. Gleason is as follows: Scott Gleason, 47 years of age, is a diagnostics, life sciences, and healthcare executive with approximately 25 years of experience in finance, investor relations, corporate strategy, corporate communications, and equity research. Prior to joining the Company, he served as Vice President, Investor Relations and Treasury, of Neogen Corporation, an international food safety company, from December 2025 to July 2026, and he served as Chief Financial Officer of NX Prenatal, Inc., a molecular diagnostics company focused on women’s health, from February 2024 to March 2026. Mr. Gleason also served as Chief Financial Officer of LarmorBio, Inc., a Boston-based life sciences and clinical diagnostics startup, from November 2024 to December 2025. Prior to that, Mr. Gleason served as Interim Chief Financial Officer, Senior Vice President, Investor Relations and Corporate Communications of OraSure Technologies, Inc., a developer and manufacturer of diagnostic tests and sample collection solutions, from May 2021 until May 2023. Before joining OraSure, Mr. Gleason served as Senior Vice President, Investor Relations and Corporate Strategy for Myriad Genetics, Inc., a molecular diagnostic testing company, from January 2013 to April 2021. In that role, he managed investor relations and corporate communications, led the annual strategic planning process, and served on the company’s strategic committee. Prior to Myriad Genetics, Mr. Gleason was a senior publishing analyst at Stephens Inc. from 2005 to 2013, where he covered the life science tools and diagnostics industry. Earlier in his career, he served as a United States Air Force aircraft maintenance officer and participated in two wartime deployments. Mr. Gleason received a Bachelor of Science degree in Economics from the United States Air Force Academy in Colorado Springs, Colorado.
In connection with Mr. Gleason’s appointment, the Company entered into an employment agreement with Mr. Gleason (the “Employment Agreement”), the material terms of which are described below.
| • | Mr. Gleason will receive an annual base salary of $400,000 and will be eligible for an annual performance bonus with a target of 40% of his base salary, pro-rated for 2026 based on his actual start date. Mr. Gleason will also be eligible to participate in the employee benefit plans established by the Company and made available to similarly situated executives, subject to the terms of such plans. |
| • | Subject to approval by the Board of Directors and execution of applicable award agreements, Mr. Gleason will be eligible to receive an initial equity award having a value of $500,000 at grant, consisting of 50% restricted stock units (“RSUs”) and 50% stock options. The RSUs and stock options will vest over four years, with 25% of the RSUs vesting on the first anniversary of Mr. Gleason’s start date and the remainder vesting in 12 quarterly installments thereafter, and 25% of the stock options vesting on the first anniversary or Mr. Gleason’s start date with the remainder vesting in monthly installments over the following three years. Mr. Gleason will also be eligible to receive subsequent equity awards. |
| • | Under the Employment Agreement, if Mr. Gleason’s employment is terminated without “Cause” or if he resigns for “Good Reason” (each as defined in the Employment Agreement), he will be entitled to nine months of base salary continuation and nine months of COBRA premium subsidies, subject to his timely execution of the Company’s form of separation agreement. In the event of a termination without “Cause” or |
| resignation for “Good Reason” within three months prior to or twelve months following a “Change in Control” (as defined in the Employment Agreement), Mr. Gleason will instead be entitled to twelve months of base salary in a lump sum, a lump-sum payment equal to his target bonus for the year of termination, twelve months of COBRA premium subsidies, and full acceleration of all unvested equity awards, with performance-based awards vesting at the target level of performance. |
| • | The Employment Agreement also contains non-competition and non-solicitation provisions that apply during Mr. Gleason’s employment and for one year following his termination, as well as customary non-disparagement, non-disclosure, and intellectual property assignment provisions. |
In connection with his appointment, Mr. Gleason has also entered into the Company’s standard indemnification agreement for directors and officers.
There is no arrangement or understanding with any person pursuant to which Mr. Gleason was appointed as the Chief Financial Officer and Treasurer of the Company. There are no family relationships between Mr. Gleason and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Austin Aerts Steps Down as Chief Financial Officer and Treasurer and Enters into Consulting Agreement
As part of the above planned succession, Austin Aerts, the current Chief Financial Officer and Treasurer is stepping down from that position, effective August 31, 2026 (the “Effective Date”). Mr. Aerts’s stepping down is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with his departure, the Company’s Chief Executive Officer and President, Zhenya Lindgardt, stated, “We are grateful for Austin’s many contributions and look forward to continuing to partner with him to grow Sera’s business”.
The amended and restated executive employment agreement, dated March 13, 2026, between the Company and Mr. Aerts, provides that Mr. Aerts will be entitled to the following, subject to the conditions therein:
| • | severance as a continuation of payments in an amount equal to Mr. Aerts current annual base salary for a nine-month period, which will total $354,921.75 payable as continued salary in accordance with the Company’s regular payroll dates. |
| • | continued health insurance coverage for nine months from the Effective Date or, if earlier, until the date the executive receives health insurance coverage in connection with new employment, if earlier. |
| • | vesting of 37.5% of any outstanding unvested equity awards granted prior to January 1, 2026 will be accelerated with any such performance-based awards vesting at the target level of performance, as applicable. |
As a condition to the Company providing Mr. Aerts the severance benefits specified above, the parties are expected to enter into a separation agreement including the required release and waiver.
In addition, the Company entered into a consulting agreement with Mr. Aerts (the “Consulting Agreement”), effective as of September 8, 2026, pursuant to which Mr. Aerts will provide consulting services to the Company on an hourly, as needed basis, for a term ending twelve months from the effective date at a rate of $375 per hour. Mr. Aert’s employee stock options and restricted stock units will continue to vest during the term of the Consulting Agreement and after the term of the Consulting Agreement ends, all of Mr. Aert’s then vested and unexercised options will be exercisable for three months in accordance with the terms of such options and the 2021 Equity Incentive Plan, as amended, as applicable.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On August 19, 2026, the Company issued a press release announcing the departure of Mr. Aerts as Chief Financial Officer and the appointment of Mr. Gleason as Chief Financial Officer and Treasurer. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1+ | Employment Agreement between Sera Prognostics, Inc. and Scott Gleason, dated as of August 14, 2026. | |
| 10.2+ | Consulting Agreement between Sera Prognostics, Inc. and Austin Aerts, effective as of September 8, 2026. | |
| 99.1 | Press Release issued August 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
+ Denotes management compensation plan or contract.
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. | ||||||
| Date: August 19, 2026 | By: | /s/ Benjamin G. Jackson | ||||
| Benjamin G. Jackson | ||||||
| Secretary and General Counsel | ||||||
Exhibit 10.1
SERA PROGNOSTICS, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is effective for all purposes as of August 14, 2026 (the “Effective Date”), by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Scott Gleason (the “Employee”).
WHEREAS, Employee and the Company desire to employ Employee on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Start Date. Employee’s employment with the Company under the terms and conditions of this Agreement will commence on September 8, 2026 (or such other mutually-agreed upon date between Employee and the Company with the actual first day of employment being the “Start Date”) and will continue at-will until terminated in accordance with Section 4. The period of time from the Start Date through the termination of Employee’s employment hereunder pursuant to the terms of this Agreement is hereafter referred to as the “Term.”
2. Employment and Duties.
(a) Subject to the terms and conditions set forth in this Agreement, the Company shall employ Employee, and Employee hereby accepts employment, as the Chief Financial Officer and Treasurer of the Company, with those duties and responsibilities which are appropriate and customary for such position with a company similar to the Company. In such capacity, Employee shall report to the Company’s Chief Executive Officer. During the Term of this Agreement, Employee shall faithfully perform Employee’s duties, responsibilities and obligations hereunder and Employee shall comply with all applicable Company policies. Employee shall be required to travel as necessary for business purposes and attend in-person meetings or events as reasonably requested by the Company.
(b) During the Term, Employee shall devote Employee’s full business time and attention and best efforts exclusively to the advancement of the business and interests of the Company and to the discharge of Employee’s duties and responsibilities hereunder; provided, however, subject to Employee’s obligations hereunder, Employee will be permitted to: (a) make and manage passive personal investments and perform reasonable volunteer services (including without limitation engaging in or performing professional, religious, teaching, non-profit, charitable and/or civic activities or services), so long as such investments, activities and services do not create a conflict of interest with respect to Employee’s obligations to the Company and do not materially interfere with Employee’s performance of Employee’s duties hereunder; and (b) engage in the roles set forth on Exhibit A and with the advanced written approval of the Board, serve on boards of directors or as an advisor to other entities, so long as such services do not create a conflict of interest with respect to Employee’s obligations to the Company and do not materially interfere with Employee’s performance of Employee’s duties hereunder.
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3. Compensation and Related Matters.
(a) Salary. In consideration for the services rendered by Employee to the Company as provided herein, the Company shall pay Employee an annual base salary of $400,000 per year (the “Base Salary”), provided that Employee’s employment with the Company remains active at a full-time rate. The Base Salary shall be paid according to the Company’s standard payroll policy and shall be subject to applicable federal and state tax withholdings as required by applicable law. Subject to Section 4(b)(ii)(D), the Base Salary may be increased or decreased at any time by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board in its sole discretion.
(b) Bonuses. Employee shall be eligible to participate in the Company’s annual discretionary bonus incentive plan, which currently provides for a bonus target of 40% of Employee’s Base Salary, prorated for time of service. Employee must be employed by the Company and not have provided notice of intent to resign on the date of payment of any bonus in order to be eligible for or receive any bonus under this Section.
(c) Stock Grant(s). Employee shall be eligible, after the Start Date, to receive equity incentive grants pursuant to the Company’s Employee, Director and Consultant Equity Incentive Plan in effect at the time of the grant (the “Plan”) (any such awards, together with any equity incentive grants previously granted to Employee and outstanding, referred to herein as “Equity”), as determined by the Board or its Compensation Committee, in its sole discretion. You will be eligible for an initial Equity award having a value of $500,000 at grant and consisting of 50% restricted stock units (RSUs) and 50% stock options. Both the RSUs and stock options will have a time-based vesting schedule of 4 years. The RSUs will vest as to 25% of the award on the first anniversary of your Start Date with the remainder vesting in 12 quarterly installments over the next three years. The options will vest as to 25% of the award on the first anniversary of your Start Date with the remainder vesting in monthly installments over the next three years. Employee will also be eligible to receive subsequent Equity awards as determined by the Board or its Compensation Committee, in its sole discretion.
(d) Expenses. Employee shall be entitled to receive reimbursement for all reasonable expenses incurred by Employee (which are eligible for reimbursement under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”) and the Company’s reimbursement policy) actually incurred by Employee in performing Employee’s duties; provided; however, that such expenses are approved in accordance with the Company’s then-current policies and procedures, or if such policies and procedures are not in place, then as determined in the sole discretion of the Board.
(e) Employee Benefits. Employee shall be entitled to participate in the group health, dental, vision, and group life insurance benefit plans, as well as the Company’s 401(k) and Flexible Spending Account Plans available to all Company employees, subject to the terms and conditions of such plans. In addition, Employee is entitled to participate in any employee benefit plans that the Company may make available to its most senior level executive employees generally, which may include but not be limited to, profit sharing plans, 401(k) and cafeteria plans, or life, hospitalization, optical, disability, or other insurance plans as may be in effect, from time to time, and in accordance with rules established, from time to time, for individual participation in such plans. Benefits may be modified or terminated at the Company’s sole discretion.
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(f) Paid Time Off. Employee shall accrue five (5) weeks (200 hours) of paid time off per calendar year, and shall be entitled to compensation in connection therewith in accordance with Company policy applicable to senior-level executive employees of the Company, as approved by the Company in its sole discretion. Paid time off accrues on a semi-monthly basis. A maximum of 120 hours are allowed to roll over to the next calendar year. The Company shall pay out all unused, accrued paid time off in connection with Employee’s separation from the Company in accordance with applicable law.
4. Termination.
(a) Termination by the Company. Employee’s employment hereunder may be terminated by the Company under any of the following circumstances with the effective date of Employee’s termination being the “Termination Date”:
(i) Death. This Agreement shall automatically terminate upon Employee’s death.
(ii) Disability. The Company may elect to terminate Employee’s employment in the event of Employee’s Disability upon delivery of written notice to Employee. For purposes of this Agreement, “Disability” shall mean any condition that, in the reasonable, good faith judgment of a licensed physician selected by the Company, causes Employee to be unable, after any accommodation required by applicable law, to perform Employee’s duties, responsibilities and obligations under this Agreement for a period of at least twelve (12) months.
(iii) Cause. The Company may terminate Employee’s employment hereunder for Cause (as defined below) at any time upon delivery of written notice to Employee. For purposes of this Agreement, “Cause” shall mean (A) the conviction of Employee by a court of competent jurisdiction of any felony involving dishonesty, breach of trust or misappropriation or the entering of a plea by Employee of nolo contendere thereto; (B) Employee’s willful failure or refusal to follow reasonable and lawful directives of the Board or the Company’s Chief Executive Officer, provided such failure or refusal continues after Employee’s receipt of reasonable notice in writing of such failure or refusal and an opportunity of not less than thirty (30) days to correct the problem; (C) a material breach by Employee of any of the provisions of this Agreement , with notification of such breach by the process outlined in Section 4(a)(iii)(B) above; or (D) Employee’s commission of any immoral or illegal act or any gross or willful misconduct, where a majority of the non-employee members of the Board reasonably determines that such act or misconduct has (1) seriously undermined the ability of the Board to entrust Employee with important matters or otherwise work effectively with Employee, (2) contributed to the Company’s loss of significant revenues or business opportunities, or (3) significantly and detrimentally affected the business or reputation of the Company or any of its subsidiaries.
(iv) Other Termination. The Company may terminate Employee’s employment with the Company at any time and for any reason, with or without cause, subject to the provisions hereof. Employee acknowledges that Employee is, and at all times shall be, an employee at will of the Company and nothing contained herein shall be construed to alter or affect such employee at-will status. Employee may terminate employment with the Company at any time, for any or no reason, subject to the provisions hereof. Inclusion under any benefit plan or compensation arrangement shall not give Employee any right or claim to any benefit hereunder except to the extent such right has become fixed under the express terms of this Agreement.
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(b) Termination by Employee. Employee may terminate Employee’s employment with the Company under the following circumstances:
(i) Voluntary Termination. Employee may terminate employment with the Company for any reason or no reason, upon delivery of written notice to the Company at least fifteen (15) days prior to the specified termination date; provided that the Company may accelerate in whole or in part any such notice period by payment in lieu of notice of Employee’s Base Salary for up to fifteen (15) days.
(ii) Termination for Good Reason. Employee also may terminate Employee’s employment with the Company for “Good Reason,” which shall mean for purposes of this Agreement any of the following without Employee’s consent: (A) a material breach by the Company of any of the provisions of this Agreement; (B) a material reduction of Employee’s duties, authority or responsibilities other than (x) a change in Employee’s status as a Section 16 officer within the meaning of the Securities Exchange Act of 1934 (y) a reduction following a Change of Control where Employee assumes similar functional duties for a stand-alone business unit (whether on a subsidiary or divisional basis) due to the Company becoming part of a larger entity; provided, however that a reduction resulting from the Company not being a stand-alone business unit following a Change of Control shall constitute Good Reason; (C) the Company’s relocation of Employee’s principal place of employment by more than one hundred (100) miles from its current location; or (D) a material reduction of Employee’s then current Base Salary by more than ten percent (10%) other than a reduction proportionately affecting all of the Company’s other senior-level executive employees. Employee must provide the Company with a written Notice of Termination that describes the existence of the condition that Employee believes gives rise to Good Reason under this Section 4(c)(ii) within thirty (30) days following the initial existence of the condition. The Company may elect to cure any condition giving rise to Good Reason within thirty (30) days of receipt of notice. Employee’s termination for Good Reason must, in any event, occur within the sixty (60) day period immediately following the initial existence of the condition giving rise to Good Reason; otherwise, Employee shall waive any right to terminate for Good Reason under such grounds.
(c) Effect of Termination. In the event Employee’s employment is terminated, all obligations of the Company and Employee under this Agreement shall cease, except that (i) termination shall not affect any obligations accrued prior to termination, and (ii) the accelerated vesting of Equity set forth in Section 5(a) or Section 5(b)(ii), and the terms of Section 6 through Section 9, shall each survive such termination. Upon such termination, Employee or Employee’s representative or estate shall be entitled to receive the applicable compensation, benefits and reimbursements set forth in Section 5. Employee acknowledges that, upon termination of Employee’s employment, Employee is entitled to no other compensation, severance or other benefits other than those accrued before termination or specifically set forth in Section 5 (subject to the terms and conditions therein).
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5. Compensation and Benefits Upon Termination of Employment.
(a) Termination without Change of Control. If the Company has not undergone a Change of Control (defined below), or at any time outside the CIC Protected Period (defined below), if either (i) the Company terminates Employee’s employment for any reason other than Cause, death or Disability or (ii) Employee terminates employment for Good Reason; then, the Company shall pay Employee Base Salary continuation for nine (9) months following the Termination Date at the Base Salary rate in effect at the time of the termination of employment (disregarding any reduction which triggered Good Reason) payable pursuant to the Company’s payroll schedule then in effect commencing on the sixtieth (60th) day following the Termination Date, with such first installment to include and satisfy all installments that would have otherwise been made up to such date assuming for such purpose that the installments had commenced on the first payroll date following the Termination Date.
(b) Termination in Connection with Change of Control.
(i) Severance. If, at any time within three months preceding and twelve months following a Change of Control (defined below) (the “CIC Protected Period”), either (A) the Company terminates Employee’s employment for any reason other than Cause, death or Disability or (B) Employee terminates employment for Good Reason; then, on the sixtieth (60th) day following such termination of employment, the Company shall pay Employee a lump sum amount equal to the sum of (1) twelve (12) months of the Base Salary at the rate in effect at the time of the termination of employment and (2) the target annual bonus of the year of termination (such sum the “CIC Severance Amount”).
(ii) Equity. If the Company undergoes a Change of Control and at any time within the CIC Protected Period either (A) the Company terminates Employee’s employment for any reason other than Cause, death or Disability or (B) Employee terminates employment for Good Reason; then the vesting of all Equity held by Employee at the time of the termination shall accelerate with respect to one hundred percent (100%) of the unvested shares subject thereto, with any performance-based awards vesting at the target level of performance (for clarity, any performance-based awards that have already vested based on actual performance shall remain unaffected, and any above-target vesting shall not apply unless expressly provided in the applicable award agreement).
(iii) “Change of Control”, as used in this Agreement shall mean: (i) a merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (ii) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring stockholder approval; (iii) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by
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the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board does not approve; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors; for the purposes of this Agreement “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the Start Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
(c) Health Insurance. If, while Employee is participating in the Company’s group health insurance plan(s), either (i) the Company terminates Employee’s employment for any reason other than Cause, death or Disability or (ii) Employee terminates employment for Good Reason, and if Employee timely and properly elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of employment, then the Company shall pay Employee’s monthly premium under COBRA until the earliest of (x) nine (9) months following Employee’s Termination Date if the termination is not within the CIC Protected Period; or (y) twelve (12) months following Employee’s Termination Date if the termination is within the CIC Protected Period. Provided such Company-paid COBRA coverage shall end earlier upon the expiration of Employee’s continuation coverage under COBRA or the date when Employee receives health insurance coverage in connection with new employment. If the payment of any COBRA or health insurance premiums would otherwise violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.
(d) Death and Disability. If the Company terminates Employee’s employment due to death or Disability, and (i) the Company does not provide any disability or life, as applicable, insurance benefits payable to Employee or Employee’s beneficiaries, as applicable, upon death or Disability, and (ii) the Company has previously, but not necessarily in the then applicable calendar year, achieved Ten Million Dollars ($10,000,000) in annual gross revenue in a calendar year, then, on the sixtieth (60th) day following the termination of employment due to death or Disability, the Company shall pay Employee a lump sum amount equal to six (6) months of the Base Salary at the rate in effect at the time of the termination of employment.
(e) General Release. Any other provision of this Agreement notwithstanding, subsections (a) through (d) above shall not apply unless Employee (or Employee’s estate in the event of Employee’s death) has (i) executed a general release of all claims (in a form reasonably prescribed by the Company), which shall include a general release of claims against the Company and certain other restrictions (the “Release”), which must be effective and irrevocable prior to the sixtieth (60th) day following the termination of employment, (ii) returned all property of the Company in Employee’s possession, custody, or control and (iii) cooperated in good faith with the Company for a transition period not to exceed sixty (60) days to ensure an efficient transfer of Employee’s duties and responsibilities.
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(f) Exclusive Benefits. The severance and post-termination compensation and benefits described in Section 5 of this Agreement constitute the sole and exclusive obligations of the Company with respect to severance pay, post-termination benefits, or similar compensation. These provisions supersede and replace any and all prior or contemporaneous agreements, arrangements, or understandings—whether written or oral—relating to severance or post-termination benefits between Employee and the Company.
(g) Return of Property. Upon termination of employment for any reason or as earlier requested by the Company, Employee shall immediately return to the Company all property belonging to the Company, including but not limited to documents, records, equipment, keys, access cards, credit cards, computers, mobile devices, and any other materials or information (in any form, including electronic) relating to the Company’s business. Employee shall not retain any copies, excerpts, or summaries of such property or information. The Company may withhold any final payments until all such property is returned.
6. Restrictive Covenants. Employee and the Company hereby acknowledge and agree that in connection with the employment of Employee, Employee has been and will be provided with trade secrets of the Company and that Employee and the Company are entering into this Agreement for the protection of such trade secrets. Employee agrees to abide by the provisions set forth in this Section 6.
(a) Non-Competition. Employee shall not, during employment with the Company and during the one (1) year period following the termination of employment with the Company (the “Restrictive Period”), directly or indirectly, as a manager, member, promoter, shareholder, agent, representative, director, officer, owner, independent contractor or otherwise, or in connection with any of Employee’s consultants, employees, agents, partners, relatives, affiliates or representatives or through any third party:
(i) anywhere in (i) Utah, and (ii) any specific geographical area for which the Employee had responsibility during employment with the Company (the “Restricted Area”) compete with or own, manage, operate or control any business that directly competes in the Company’s field of interest or products in the active development pipeline of the Company (for purposes of this paragraph, ownership of securities of not in excess of one percent (1%) of the outstanding capital stock of a public company shall not be considered to be competition with the Company); or
(ii) anywhere in the Restricted Area, act as an employee, director, officer, manager, member, advisor, consultant, representative or agent for any business of the type and character engaged in and competitive with the Company.
(b) Non-Solicitation of Service Providers. Employee shall not, during the Restrictive Period, directly or indirectly, as a manager, member, promoter, shareholder, agent, representative, director, officer, owner, independent contractor or otherwise, or in connection with any of Employee’s consultants, employees, agents, partners, relatives, affiliates or representatives or through any third party, solicit the employment or engagement of, or hire, any current or former employee, consultant, or contractor of the Company, located anywhere in the Restricted Area.
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(c) Non-Solicitation of Business Relationships. Employee shall not, during the Restrictive Period, directly or indirectly, as a manager, member, promoter, shareholder, agent, representative, director, officer, owner, independent contractor or otherwise, or in connection with any of Employee’s consultants, employees, agents, partners, relatives, affiliates or representatives or through any third party, solicit or entice, or attempt to solicit or entice, any current or former customers, clients, referral sources, lead generation source, marketing provider, students, suppliers, funding partners, lenders, ancillary product providers, channel partners, vendors or other business relationships of the Company located anywhere in the Restricted Area (each a “Business Relationship”, and collectively “Business Relationships”) for purposes of diverting or otherwise reducing their business or services with the Company.
(d) Non-Disparagement. Employee shall not individually or jointly, make, and shall cause its affiliates not to make, any defamatory or disparaging statements, either orally or in writing, about the Company or its affiliates any of their respective affiliates or the business or any of the names, businesses, shareholders, directors, officers, employees, or agents of the Company or its affiliates any of their respective affiliates. Notwithstanding the foregoing, it shall not be a breach of this Section for any person to testify truthfully in any judicial, arbitral, administrative or other similar proceeding.
(e) Definitions. For purposes of this Section 6, the terms “compete with the Company,” “competitive with the Company,” “field of interest” and similar terms referring to competition with the Company shall mean any business that is engaged in identifying and commercializing laboratory tests involving biomarkers in biological specimens of pregnant women which are predictive of preterm birth or other pregnancy complications; websites, software, applications, databases and services related thereto; or any other anticipated business ventures of the Company which have been discussed with the Board or amongst the senior-level executive employees as of the date of Employee’s termination.
7. Maintaining Confidential Information.
(a) Company Confidential Information. Employee hereby agrees at all times during which Employee provides services as a director, officer, employee or consultant of the Company (“Employee’s Service”), and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, any trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, formulas, developmental or experimental work, computer lists, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its clients, consultants or licensees (collectively “Confidential Information”).
Notwithstanding the above, Employee shall not have liability to the Company with regard to disclosure of any Confidential Information which Employee can prove:
(i) was in the public domain at the time it was disclosed by the Company or has entered the public domain through no fault of Employee;
(ii) was known to Employee without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
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(iii) is disclosed with the prior written approval of the Company;
(iv) becomes known to Employee, without restriction, from a source other than the Company without breach of this Agreement by Employee and otherwise not in violation of the Company’s rights; or
(v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Employee shall provide prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure.
(b) Former Employer Information. Employee hereby agrees that Employee shall not, during Employee’s Service, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or company, if any, and that Employee shall not make available to the Company any unpublished document or any property belonging to any former or concurrent employer or company, if any, unless consented to in writing by said employer or company.
(c) Third-Party Information. Employee recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee hereby agrees, during Employee’s employment and thereafter, to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation (except as necessary in carrying out Employee’s work for the Company consistent with the Company’s agreement with such third party) or to use it for the benefit of anyone other than the Company or such third party (consistent with the Company’s agreement with such third party) without the express written authorization of a duly authorized representative of the Company.
(d) Preserved Rights. Nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law, including, any ability to communicate or cooperate with any government agencies, any agency inspector general, law enforcement, any attorney general, or any attorney Employee retains, or otherwise participate in any investigation or proceeding that may be conducted by any government agencies. Nothing in this Agreement prevents Employee from requesting or receiving confidential legal advice, engaging in protected activities under Section 7 of the National Labor Relations Act, reporting, discussing or disclosing information about unlawful acts in or related to the workplace, or the existence of a settlement involving such conduct, including, but not limited to, criminal conduct, unlawful employment practices, harassment, discrimination, sexual assault, civil rights, retaliation, wage and hour violations, or any other conduct Employee has reason to believe is unlawful or is against a clear mandate of public policy, or otherwise making any disclosures as required by law, regulation or legal process. Employee does not need the prior authorization of the Company to make any of the foregoing reports or disclosures and is not required to notify the Company that Employee has made such reports or disclosures.
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(e) Defend Trade Secrets Act Disclosure. Employee also hereby acknowledges that the Company, at least by virtue of this Agreement, has informed Employee, in accordance with 18 U.S.C. § 1833(b), that Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8. Inventions.
(a) Employee hereby agrees and acknowledges that any and all inventions, discoveries, know-how, improvements, trademarks, trade secrets, and works of authorship and any right therein (whether or not created in the normal course of Employee’s duties), which Employee may conceive, reduce to practice, create, author, make, invent, or develop during their employment by Company, relating to any matter or thing that may be connected in any way with Employee’s work or related in any way to Company’s business or Company’s foreseeable future business, whether or not resulting from work performed during normal working hours (all “Intellectual Property”), shall be the absolute property of Company. All Intellectual Property are WORKS-FOR-HIRE. Employee hereby assigns and agrees to assign to Company all of Employee’s right, title and interest in and to Intellectual Property as well as any patent applications filed or patents granted thereon, copyright or trademark applications or any registrations granted thereon, and any reexamination, reissue and extension thereof, including but not limited to the right to claim the benefit of priority to any patent application filed in Employee’s name disclosing and/or claiming such inventions. Employee agrees to execute such further documents and to do such further acts as may be reasonably necessary to perfect, register or enforce Company’s ownership of any Intellectual Property. Employee hereby appoints Company as Employee’s attorney-in-fact (this appointment being irrevocable and coupled with an interest) to execute such documents on Employee’s behalf. Notwithstanding anything to the contrary in this Agreement, this provision shall not require Employee to assign to the Company any invention that is protected from assignment under applicable state law, including Utah Code § 34-39-2(1). Specifically, this Agreement does not apply to any invention for which assignment is prohibited by law, including but not limited to inventions any that was developed entirely on Employee’s own time, provided that such invention was not (i) conceived, developed, or reduced to practice or created by the Employee within the scope of the Employee’s employment on the Company’s time; or with the aid, assistance, or use of any of the Company’s property, equipment, facilities, supplies, resources, or intellectual property, (ii) the result of any work, services, or duties performed by the Employee for the Company, (iii) related to the Company’s industry or trade, or (iv) related to the employer’s current or demonstrably anticipated business, research, or development.
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(b) With respect to any intellectual property, and work of any similar nature (from any source), whenever created, which Employee does or has not conceived, reduced to practice or developed during the period of employment by the Company, but which Employee provides to the Company or incorporates in any Company product or system (“Incorporated Material”), Employee hereby grants to the Company a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Incorporated Material. Employee will not include in any Intellectual Property delivered to the Company or used on its behalf, without the prior written approval of the Company, any material which is or will be patented, copyrighted or trademarked by Employee or others unless Employee provides the Company with the written permission of the holder of any patent, copyright or trademark owner for the Company to use such material in a manner consistent with then-current Company policy.
(c) Listed on Exhibit B to this Agreement are any and all intellectual property in which Employee claims or intends to claim any right, title and interest (collectively, “Prior Intellectual Property”), including, but not limited to, patent, copyright and trademark interests, which to the best of Employee’s knowledge will be or may be Incorporated Material. Employee acknowledges that Employee’s obligation to disclose such information is ongoing during the period of employment by the Company.
(d) Without any royalties or compensation beyond that expressly provided for in this Agreement, Employee further specifically waives any and all claims and assigns to Company any and all rights Employee may have in any creative work produced by or on behalf of the Company pursuant to Employee’s employment with the Company, or pursuant to the business or business operations of the Company, in any media format, including but not limited to any audio or video recording and any written transcript of such recording, including but not limited to any rights Employee may have in Employee’s image, Employee’s likeness, the sound of Employee’s voice, as well as any underlying subject matter (all collectively “Materials”). Employee agrees that these Materials may be edited, copied, exhibited, published or distributed and Employee hereby waives any right to inspect or approve the finished product. Employee agrees that Company may use or display the Materials in any geographical location for any purpose, including but not limited to electronic display, including but not limited to via the Internet, conference presentations, educational presentations or courses, informational presentations, on-line presentations, educational videos, and commercial and promotional activities relating to Company’s products and services.
(e) Employee agrees to transfer and assign (both during and after employment) and does hereby assign to the Company Employee’s entire right, title, and interest in and to any domain name or social media account (collectively called “Web Properties”) registered or owned by Employee that: (1) were registered with the intent to be used by the Company and/or any of its affiliates; and/or (2) contains a registered or common law trademark of the Company and/or any of its affiliates.
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9. Reasonableness of Covenants; Availability of Equitable Remedies.
(a) If any provisions hereof should be held invalid, illegal, or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. To the extent permitted by law, the Parties hereto hereby waive any provision of law that would render any provisions hereof prohibited or unenforceable in any respect.
(b) Employee acknowledges and agrees that any violation of the terms of this Agreement will result in serious and irreparable damage to Company, and agrees that Company will be entitled to seek appropriate remedies for those damages, including, without limitation, injunctive relief to enforce any provision of this Agreement.
10. Miscellaneous.
(a) D&O Insurance. The Company shall maintain Directors and Officers liability insurance coverage in commercially reasonable amounts as determined by the Board in its sole discretion, and Employee shall be covered under such policy in Employee’s capacity as an officer of the Company, subject to the terms, conditions, exclusions, and limitations of such policy. The Company makes no representation or warranty regarding the scope or availability of such coverage, and Employee acknowledges that such coverage may be modified or terminated at any time in the Company’s discretion.
(b) Notification of New Employer. In the event that Employee leaves the employ of the Company, Employee hereby grants consent to notification by the Company to Employee’s new employer about Employee’s rights and obligations under this Agreement. During the Restrictive Period, Employee shall be required to notify the Company of Employee’s new employer and notify such new employer of Employee’s restrictions under this Agreement.
(c) Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken. All portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms to give as much effect as possible to the intentions of the parties under this Agreement.
(d) Notices. Any notices, requests or consents hereunder shall be deemed given, and any instrument delivered, three (3) days after they have been mailed by first class mail, postage prepaid, one (1) day after they have been delivered by overnight courier, twelve (12) hours after such notice has been sent by facsimile, or upon receipt if delivered personally, as follows:
To the Company:
General Counsel
c/o
Sera Prognostics, Inc.
2749 Parleys Way, Suite 200
Salt Lake City, UT 84109
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With Copy to:
Matthew Gardella
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center, Boston, MA 02111
[***]
To Employee: To the address maintained in the Company’s records
except that any of the foregoing may, from time to time, by written notice to the others, designate another address or fax number which shall thereupon become the effective address for the purposes of this Section 10(d).
(e) Governing Law. This Agreement shall be governed by the laws of the State of Utah, without giving effect to its conflict of laws principles.
(f) Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. This Agreement is for the unique personal services of Employee, and Employee shall not be entitled to assign any of Employee’s rights or obligations hereunder.
(g) Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement, and supersedes all other prior or contemporaneous agreements and understandings with respect thereto. This Agreement can be amended or modified only in a writing signed by Employee and the Company.
(h) No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
(i) Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.
(j) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
(k) Attorneys’ Fees. In the event of any action at law, equity or under this Agreement to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs in addition to any other relief to which such party may be entitled, unless the action is one in which only a prevailing plaintiff is entitled to prevailing party fees and costs (such as a Title VII action).
(l) Section 409A. The Company intends that the cash severance payments to which Employee is entitled on termination of employment pursuant to Section 5 are payable on Employee’s Separation from Service (as defined below) and are exempt from, or are otherwise payable in compliance with Section 409A. The Company intends that the Company’s continued payment for the cost of Employee’s welfare benefits (including the payment of all COBRA administrative costs and expenses) provided by Section 5 shall comply with the exception to Section 409A for reimbursements and certain other separation payments, as described in Treas. Reg. § 1.409A-1(b)(9)(v)(B), to the extent such costs are taxable and subject to imputed income treatment.
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(i) Separation from Service Defined. For purposes of this Agreement, the term “termination of employment” means Employee’s “Separation from Service.” The term “Separation from Service” means (A) the termination of Employee’s employment with the Company and all affiliates for any reason or (B) a permanent reduction in the level of bona fide services Employee provides to the Company and all affiliates to an amount that is twenty percent (20%) or less of the average level of bona fide services Employee provided to the Company and all affiliates in the immediately preceding thirty-six (36) months (or the entire time period during which Employee provided services to the Company and all affiliates if Employee has been providing such services for less than thirty-six (36) months), with the level of bona fide service calculated in accordance with Treas. Reg. § 1.409A-1(h)(1)(ii). Solely for purposes of determining whether an organization is an “affiliate” of the Company, the Company shall follow the rules set forth in Treas. Reg. § 1.409A-1(h)(3) (which generally requires fifty percent (50%) common ownership or control). Employee’s employment relationship is treated as continuing while Employee is on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six (6) months; or, if longer, so long as Employee’s right to reemployment with the Company or an affiliate is provided either by statute or contract). If Employee’s period of leave exceeds six (6) months and Employee’s right to re-employment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six (6) month period. Whether a termination of employment has occurred shall be determined based on all of the facts and circumstances and in accordance with regulations issued by the United States Treasury Department pursuant to Section 409A of the Code.
(ii) Delay in Payments. Notwithstanding any provision of this Agreement to the contrary, if any of the severance payments are subject to Section 409A and Employee is a “Specified Employee” at the time of Separation from Service, no payments shall be made to Employee prior to the first business day following the date which is six (6) months after Employee’s Separation from Service. Any amounts that would have been paid during the six (6) months following Employee’s Separation from Service shall be paid on the first business day following the expiration of the six (6) month period without interest thereon. Employee may not elect the taxable year of such payment. The six (6) month delay for a Specified Employee does not apply if Employee dies.
(iii) Specified Employee Defined. For purposes of this Agreement, the term “Specified Employee” means certain officers and highly-compensated employees of the Company as defined in Treas. Reg. 1.409A-1(i), and as determined in accordance with such procedures as may be adopted from time to time by the Company.
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(iv) Miscellaneous Payment Provisions. If payment is not made, in whole or in part, due to a dispute between Employee and the Company, the payments shall be made in accordance with Treas. Reg. § 1.409A-3(g), as applicable. It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A. If an expense reimbursement or provision of in-kind benefit provided pursuant to this Agreement is not exempt from Section 409A of the Code, the following rules apply: (A) in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (B) the amount of reimbursable expenses incurred or provision of in-kind benefits in one tax year shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other tax year; and (C) the right to reimbursement for expenses or provision of in-kind benefits is not subject to liquidation or exchange for any other benefit.
(v) Ban on Acceleration or Deferral. Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral, except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A of the Code.
(vi) No Elections. Employee does not have any right to make any election regarding the time or form of any payment due under this Agreement.
(vii) Compliant Operation and Interpretation. This Agreement shall be operated in compliance with the requirements of Section 409A or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an exception thereto.
(m) 280G. Notwithstanding any other provision of this Agreement, if any payment or benefit to be paid or provided to Employee under this Agreement or otherwise (a “Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments shall be either: (i) paid in full, or (ii) reduced to the minimum extent necessary so that no portion of the Payments is subject to the Excise Tax, whichever of the foregoing results in Employee receiving the greater after-tax amount (taking into account all applicable federal, state, and local taxes, including the Excise Tax). The determination of which alternative provides the greater after-tax amount shall be made by an independent accounting firm or tax advisor selected by the Company and reasonably acceptable to Employee, whose determination shall be final and binding. All fees and expenses of such firm shall be paid by the Company.
(n) Deductions and Withholdings. Employee agrees that the Company and/or its subsidiaries or affiliates shall withhold from any and all compensation paid to or required to be paid to Employee pursuant to this Agreement all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations from time to time in effect and all amounts required to be deducted in respect of Employee’s coverage under applicable employee benefit plans.
(o) Mutual Agreement to Arbitrate; Venue; JURY WAIVER. Any dispute or controversy arising out of or relating to this Agreement, Employee’s employment, or termination thereof, other than injunctive relief, will be settled exclusively by arbitration, conducted before a single arbitrator in in the capital city of the state in which the Employee last resided while employed by the Company in accordance with, and pursuant to, the Employment Arbitration Rules and Procedures of JAMS
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(“JAMS”), a copy of which rules, which are available at http://www.jamsadr.com/rules-employment-arbitration/, have been reviewed by Employee in their current form. The arbitrator shall have the power to take interim measures, and to rule on such arbitrator’s own jurisdiction, including on any objections with respect to the existence, scope or validity of this arbitration clause. The arbitration shall be conducted on a strictly confidential individual basis only with each party waiving any rights to bring a class or collective action. Neither party shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action (collectively, “Arbitration Materials”), to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The arbitrator shall be authorized to issue any award, relief or other remedy which a court of competent jurisdiction would be entitled to issue. The arbitrator shall issue a written decision, which decision shall include a statement of the essential findings and conclusions on which any arbitral award is based. The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the Federal Arbitration Act or applicable state law. The Company and Employee shall equally split the JAMS administrative fees and the arbitrator’s fee and expenses. Each party shall be responsible for its own attorneys’ fees and costs (including experts’ fees) in the arbitration. Employee and the Company each agree that any arbitration will be conducted only on an individual basis and that no dispute between the parties relating to this Agreement may be consolidated or joined with a dispute between any other employee and the Company or any of its affiliates, nor may Employee seek to bring their dispute on behalf of other employees, independent contractors or consultants of the Company or any of its affiliates as a class or collective action. The parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EMPLOYEE AND THE COMPANY HEREBY WAIVE AND COVENANT THAT EMPLOYEE AND THE COMPANY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR EMPLOYEE MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND EMPLOYEE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
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[Signatures on following page(s)]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective for all purposes as of the Effective Date.
| THE COMPANY: | ||
| SERA PROGNOSTICS, INC. | ||
| By: | /s/ Evguenia Lindgardt | |
| Name: | Evguenia Lindgardt | |
| Title: | President and Chief Executive Officer | |
| EMPLOYEE: | ||
| By: | /s/ Scott Gleason | |
| Name: | Scott Gleason | |
| Title: | Chief Financial Officer and Treasurer | |
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EXHIBIT A
OUTSIDE INTERESTS
| TITLE |
COMPANY NAME |
HOURS PER WEEK |
ACTIVITIES | |||
|
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| |||
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| * | If blank, it is presumed that there are no other Outside Interests. |
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EXHIBIT B
LIST OF PRIOR INVENTIONS
| Title | Date | Identifying Number or Brief Description |
| * | If blank, it is presumed that there are no other Inventions. |
| No inventions or improvements | ||
| Additional Sheets Attached |
Signature of Employee:
Print Name of Employee:
Date:
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Exhibit 10.2
CONSULTING AGREEMENT
This agreement (the “Agreement”) is entered into effective as of September 8, 2026 (the “Effective Date”), between Sera Prognostics Inc. (the “Company”), with a business address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109, and Austin Aerts (the “Consultant”). Company and Consultant may be referred to herein individually as a “Party” or collectively as “the Parties.”
WHEREAS, Consultant served as the Chief Financial Officer of the Company pursuant to that certain Amended and Restated Employment Agreement dated March 16, 2026 (the “Employment Agreement”);
WHEREAS, Consultant’s employment under such Employment Agreement is terminated as of the Effective Date; and
WHEREAS, the Parties further deem it in their mutual best interests to enter into a consulting arrangement for a limited period of time following the termination of Consultant’s employment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings set out below, the Parties herby agree as follows:
1. Term. This Agreement will be effective as of the Effective Date and will continue in effect until twelve (12) months after the Effective Date (the “Term”). Either Party may terminate this Agreement at any time with or without cause upon thirty (30) days written notice to the other Party; provided, that the Company may terminate this Agreement immediately upon Consultant’s breach of this Agreement. The provisions of Sections 5, 6, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
2. Services. The services provided by Consultant under this Agreement (the “Services”) are set forth in one or more Statements of Work in Exhibit A. Consultant will be reasonably available to consult by phone or in person at Company, or another mutually agreeable site.
3. Entire Agreement. Except for the continued vesting of equity during the Term as provided for in Section 4 herein, and except for (a) the continuation of the confidentiality provisions of the Employment Agreement respecting information provided to Consultant during the term of the Employment Agreement and (b) provisions in the Employment Agreement relating to post-termination rights and severance benefits, this Agreement (c) sets forth the entire agreement between Company and Consultant with regard to the Services and to the Consultant’s relationship to the Company; and (d) supersedes all previous agreements and understandings between the Parties, including but not limited to the Employment Agreement. This Agreement may be modified or amended only by an agreement in writing signed by both Company and Consultant.
4. Compensation.
(a) Company will pay Consultant for Services rendered as set forth in Exhibit A. Company will reimburse Consultant for Consultant’s reasonable out-of-pocket expenses actually incurred, including travel expenses, subject to advance written approval by Company. Reasonable out-of-pocket travel expenses do not include first-class travel or equivalent. Consultant will be responsible for payment of all federal, state and local tax obligations that arise from payments under this Agreement. Consultant will invoice Company not less often than once per quarter for Services actually rendered, which shall include a detailed description of the Services rendered, dates on which such Services were rendered, hours worked on each project, detailed documentation of all expenses, and Consultant’s billing address and Social Security Number/Federal Tax ID number (if applicable). Company will not be required to reimburse any expenses not documented with a receipt.
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(b) During employment with the Company, Consultant was granted options to purchase shares of the Company’s common stock and restricted stock units (“RSUs”) (such options and RSUs, collectively the “Equity”) pursuant to the Company’s Employee, Director and Consultant Equity Incentive Plans in effect on the date of each Equity grant (the “Plans”). Such Equity has various vesting schedules, under which some Equity has vested and other Equity has not yet vested as of the Effective Date. The Parties agree that effective as of the Effective Date (i) Consultant is and shall be deemed a “consultant” in service with the Company throughout the term of this Agreement for the purposes of any Plan applicable to any Equity, and (ii) based on the foregoing and on the effectiveness of this Agreement upon termination of employment, leaving no gap in service, all Equity not vested as of the Effective Date or by operation of Consultant’s employment termination shall continue to vest under the applicable Plan throughout the Term of this Agreement. Consultant acknowledges and agrees that any Equity that is currently an incentive stock option under Section 422 of the Internal Revenue Code exercised more than three (3) months after the Effective Date will result in the option being treated as a non-qualified stock option for tax purposes.
5. Confidentiality. During Consultant’s employment the Company has, and during the Term of this Agreement the Company may, disclose certain information concerning its business, products, services, proposed new products, proposed new services, technology, research results, designs, techniques, formulas, computer programs, and other information and materials which embody trade secrets or other technical or business information which is confidential and proprietary to Company and which is not generally known to the public (collectively “Confidential Information”). Consultant agrees not to disclose to any third party or otherwise make use of any Confidential Information other than to perform Services for Company under this Agreement, without Company’s prior written consent, which consent may be withheld in the sole discretion of Company. If Consultant is in doubt as to whether certain information is considered confidential by Company, Company, upon request, shall advise Consultant whether such information is confidential. The obligations under this paragraph will survive termination of this Agreement. Consultant shall assume full responsibility and liability to Company for any unauthorized use or disclosure of any Confidential Information by Consultant. Consultant also hereby acknowledges that Company, at least by virtue of this Agreement, has informed Consultant, in accordance with 18 U.S.C. § 1833(b), that Consultant may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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6. Ownership of Work Products and Intellectual Property. Consultant hereby assigns, transfers and conveys, and agrees to assign, transfer and convey, to Company, exclusively and perpetually, all right, title and interest throughout the world which Consultant has, may have or may be deemed to have in, and Company shall have complete and exclusive ownership of, all ideas, discoveries, inventions, deliverables and work product, including all materials, produced or conceived or reduced to practice by Consultant pursuant to this Agreement (the “Work Product”). All Work Product, including but not limited to compositions of matter, processes, machinery and apparatus, and uses thereof, which Consultant may develop, improve, discover or invent as a result of the Services, shall be the sole property of Company and shall be immediately disclosed and assigned to Company. Consistent with the above present assignment, Consultant agrees to execute such further documents and to do such further acts as may be reasonably necessary to perfect, register or enforce Company’s ownership of any such Work Product. Consultant hereby appoints Company as Consultant’s attorney-in-fact (this appointment being irrevocable and coupled with an interest) to execute such documents on Consultant’s behalf. Consultant hereby agrees that Company shall have the right to publish, in its sole discretion, such Work Product. All Work Product created hereunder shall be done on a “WORKS FOR HIRE” basis.
7. Representations and Warranties. Consultant represents and warrants that all Services provided under this Agreement shall be original and independently provided without use of any other third party’s equipment, facilities, funding, or intellectual property rights.
8. Independent Contractor. Consultant will perform all obligations under this Agreement as an independent contractor, and not as an agent, employee or representative of Company. Consultant agrees not to purport to represent Company in any unauthorized capacity, or act on Company’s behalf outside of the terms of this Agreement. Consultant hereby waives and shall indemnify and hold Company harmless from and against any and all claims for employment taxes or benefits, if any, with respect to the Services performed hereunder.
9. Company Property, Policies, Systems and Security.
(a) Unless the Company directs otherwise, Consultant shall use Consultant’s own equipment and materials to provide the Services. To the extent any equipment (e.g., cell phones, laptops, mifi, monitors, printers, storage devices, projectors, keys, badges, desks, storage cabinets, safes, data processing systems, and communications equipment) or documents or other tangible materials (whether originals, copies, or abstracts, and including, without limitation, outstanding quotations, books, records, manuals, files, training materials, calling or business cards, credit cards, correspondence, computer printout documents, contracts, orders, messages, phone and address lists, memoranda, notes, work papers, agreements, drabs, invoices and receipts) (collectively “Company Property”) are provided by the Company to Consultant to enable Consultant to perform the Services, Consultant understands and agrees that (i) all such Company Property shall remain the exclusive property of the Company; (ii) Consultant shall gain no ownership interest in the Company Property; and (iii) Consultant shall return all Company Property to the Company immediately upon expiration or termination of this Agreement.
(b) Consultant agrees to comply with all Company policies applicable to the Services, including policies governing Company Property and Company’s hardware, software, and system resources (the “System”). The System and all data transmitted or received through it is exclusively the property of the Company. Consultant agrees and acknowledges that Consultant has no expectation of privacy regarding data or any communications via the System. Company may monitor, intercept, and/or review all data transmitted, received, or downloaded in or from the System. Consultant shall not use, give or enable unauthorized access to the System. Consultant shall not view, upload or post explicit or illegal material in or through the System, including malicious sites that contain pornographic images or content, promote personal political interests,
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or endorse groups, gambling, crypto-mining or any other unauthorized or illegal use of Company equipment or the System. Consultant shall not engage in any activity that interferes with the System’s optimal operation. Unless the Parties have executed a separate Business Associate Agreement, Consultant shall not store, duplicate, or transfer any data or protected health information on non-Company approved or non-encrypted devices.
10. Assignment. This Agreement will not be assignable nor will the performance of obligations hereunder be delegable without the prior written consent of Company.
11. Applicable Law. Except for issues or matters as to which federal law is applicable, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah without giving effect to the conflicts of law principles thereof.
12. Mutual Agreement to Arbitrate; Venue; JURY WAIVER. Any dispute or controversy arising out of or relating to this Agreement, Consultant’s engagement, or termination thereof, other than injunctive relief, will be settled exclusively by arbitration, conducted before a single arbitrator in Salt Lake City, Utah in accordance with, and pursuant to, the Streamlined Arbitration Rules & Procedures of JAMS (“JAMS”), a copy of which rules, which are available at https://www.jamsadr.com/ rules-streamlined-arbitration, have been reviewed by Consultant in their current form. The arbitrator shall have the power to take interim measures, and to rule on such arbitrator’s own jurisdiction, including on any objections with respect to the existence, scope or validity of this arbitration clause. The arbitration shall be conducted on a strictly confidential individual basis only with each Party waiving any rights to bring a class or collective action. Neither Party shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action (collectively, “Arbitration Materials”), to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The arbitrator shall be authorized to issue any award, relief or other remedy which a court of competent jurisdiction would be entitled to issue. The arbitrator shall issue a written decision, which decision shall include a statement of the essential findings and conclusions on which any arbitral award is based. The decision of the arbitrator will be final and binding upon the Parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either Party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the Federal Arbitration Act or applicable state law. The Company and Consultant shall equally split the JAMS administrative fees and the arbitrator’s fee and expenses. Each Party shall be responsible for its own attorneys’ fees and costs (including experts’ fees) in the arbitration. Consultant and the Company each agree that any arbitration will be conducted only on an individual basis and that no dispute between the Parties relating to this Agreement may be consolidated or joined with a dispute between any other employee, contractor, or consultant and the Company or any of its affiliates, nor may Consultant seek to bring their dispute on behalf of other employees, independent contractors or consultants of the Company or any of its affiliates as a class or collective action. The Parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, CONSULTANT AND THE COMPANY HEREBY WAIVE
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AND COVENANT THAT CONSULTANT AND THE COMPANY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE COMPANY OR ANY OF ITS AFFILIATES OR CONSULTANT MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE COMPANY AND ITS AFFILIATES, ON THE ONE HAND, AND CONSULTANT, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
13. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both together shall be deemed to be one and the same agreement. Facsimile and electronic signatures shall be accepted as originals.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective for all purposes as of the Effective Date.
| SERA PROGNOSTICS, INC.: | ||
| By: | /s/ Evguenia Lindgardt | |
| Name: | Evguenia Lindgardt | |
| Title: | President and Chief Executive Officer | |
| CONSULTANT: | ||
| By: | /s/ Austin Aerts | |
| Name: | Austin Aerts | |
Signed on August 19, 2026
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EXHIBIT A
Statement of Work #1
Service(s)/Deliverable(s): [***]
Compensation: Company will pay for Services at an hourly rate of $375/hour, up to a maximum of 20 hours per week without Company’s advance written approval.
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Exhibit 99.1
SERA PROGNOSTICS APPOINTS SCOTT GLEASON CHIEF FINANCIAL OFFICER
Salt Lake City – August 19, 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, announced today that Scott Gleason has been appointed Chief Financial Officer (CFO), effective August 31, 2026.
Mr. Gleason brings more than 25 years of healthcare, diagnostics, and capital markets experience to Sera. Most recently, he served as Vice President of Investor Relations and Treasury at Neogen Corporation and previously served as CFO of LarmorBio and NX Prenatal. He also served as the interim CFO of OraSure Technologies, helping to scale the company’s COVID-19 test to a multi-hundred-million-dollar product. Prior to OraSure, he led corporate strategy and investor relations at Myriad Genetics. His combination of financial leadership, capital markets expertise, and strategic perspective will support Sera’s next stage of commercial development. Mr. Gleason holds a B.S. in Economics from the United States Air Force Academy.
“Scott brings financial leadership, operating discipline, and capital markets experience that will support Sera’s continued growth and execution,” said Zhenya Lindgardt, Chief Executive Officer of Sera. “As we continue expanding access to the PreTRM® Test and advancing our commercialization efforts, his unique combination of CFO experience, investor relations expertise, and strategic leadership will be an important asset as we strengthen commercial execution and support our business priorities.”
“I am exceptionally excited to join the team at Sera. Preterm birth remains one of the largest areas of unmet medical need in our healthcare system with significant opportunity to drive value for patients, payers, and physicians,” said Mr. Gleason. “Sera has built a strong commercial foundation, generated gold standard evidence supporting the value of the PreTRM test and has a significant opportunity to establish this product as the standard of care for all pregnant women. I look forward to partnering with the leadership team to support this important mission.”
Austin Aerts, who has served as Chief Financial Officer since June 2023, will transition to an advisory capacity focused on strategic initiatives and ensuring continuity. Since joining the company in 2017, he has held a series of finance leadership positions and played a pivotal part in guiding Sera through its successful initial public offering and transition to the public markets. Austin played a critical role in the company’s financial strategy, operational readiness, and execution throughout the IPO process, contributing significantly to Sera’s successful transition to the public markets and helping establish the foundation for the company’s next phase of growth as a public company. In his advisory role, he will continue to provide strategic support and institutional knowledge as the company moves through the transition.
“Austin has been an exceptional partner and leader throughout his time at Sera,” said Ms. Lindgardt. “Since joining the company over nine years ago, including serving as CFO, his dedication, financial leadership, and deep understanding of our business have been instrumental to Sera’s growth and evolution. We are grateful for his many contributions and look forward to continuing to partner with him to grow Sera’s business.”
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, marking 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 the Company’s next stage of commercial development; the Company’s continued growth and execution; continued expansion of access to the PreTRM® Test and advancement of the Company’s commercialization efforts; strengthening commercial execution; establishing the PreTRM® test as the standard of care for all pregnant women; Mr. Aerts’s transition to an advisory role focused on strategic initiatives and ensuring continuity; 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