UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2024
SERA PROGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40606 | | 26-1911522 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
2749 East Parleys Way, Suite 200
Salt Lake City, Utah | | 84109 |
| (Address of principal executive offices) | | (zip code) |
Registrant’s telephone number, including area code: (801) 990-0520
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Class A Common Stock, $0.0001 par value per share | | SERA | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Sera Prognostics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 31,672,965 shares of Class A common stock, par value $0.0001 per share, issued and outstanding and eligible to vote as of the record date of April 10, 2024, a quorum of 20,402,055 shares, or 64.4% of the eligible shares, was present at the meeting or represented by proxy.
At the Annual Meeting, the stockholders: (1) elected each of Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips, to the Company’s Board of Directors as a Class III director for a term of three years to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal (“Election of Directors”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Auditor Ratification”). A more complete description of each of these matters is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2024.
The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.
1. Election of Directors
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Shares Voted For | | Shares Voted to Withhold Authority | | Broker Non-votes |
| Gregory C. Critchfield, M.D., M.S. | | 11,383,614 | | 622,052 | | 8,396,389 |
| Zhenya Lindgardt | | 9,379,452 | | 2,626,214 | | 8,396,389 |
| Joshua Phillips | | 11,492,162 | | 513,504 | | 8,396,389 |
2. Auditor Ratification
| | | | | | | | | | | | | | | | | | | | |
| Shares Voted For | | Shares Voted Against | | Shares Abstaining | | Broker Non-votes |
| 20,391,485 | | 226 | | 10,344 | | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| SERA PROGNOSTICS, INC. |
| | |
| By: | /s/ Austin Aerts |
| | Austin Aerts |
| | Chief Financial Officer |
Date: June 6, 2024
