SERA PROGNOSTICS, INC.

8-K · sera-20260526.htm iXBRL

0001534969 2026-05-26 2026-05-26

  
 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): May 26, 2026

  
  
 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

  

 Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)
  
 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:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☒
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 On May 26, 2026, Jeffrey T. Elliott, a member of the Board of Directors (the “Board”) of Sera Prognostics, Inc. (the “Company”), notified the Company of his decision to resign from the Board effective as of June 4, 2026, the date of the Company’s Annual Stockholders Meeting (“Annual Meeting”). Mr. Elliott’s resignation was not as a result of any disagreement between Mr. Elliott and the Company on any matter relating to the Company’s operations, policies or practices. Mr. Elliott’s term as a director was scheduled to expire at the Annual Meeting. As a result of this resignation, Mr. Elliott is no longer a director nominee for re-election at the Annual Meeting. In connection with Mr. Elliott’s resignation, the Company’s board of directors (the “Board”) decreased its size to seven directors. Separately, as part of its ongoing focus on strong corporate governance and leadership continuity, the Company is in advanced discussions with highly qualified candidates to join the Board and expects to announce an appointment in the near term.
 On June 1, 2026, the Company issued a press release announcing the departure of Mr. Elliott, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit Number

  

 Description

 99.1

  

 Press release dated June 1, 2026.

  

  

  

 104

  

 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  

  

 SERA PROGNOSTICS, INC.

  

  

  

  

 Date:

 June 1, 2026

 By:

 /s/ Austin Aerts

  

  

  

 Austin Aerts
Chief Financial Officer