SERA PROGNOSTICS, INC.

8-K · sera-20260604.htm iXBRL

0001534969 2026-06-04 2026-06-04

  
 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 04, 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 5.07 Submission of Matters to a Vote of Security Holders.
 On June 4, 2026, Sera Prognostics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 38,190,966 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 13, 2026, a quorum of 25,773,203 shares, or 67.5% of the eligible shares, was present at the meeting or represented by proxy.
 At the Annual Meeting, the stockholders: (1) elected each of Kim Kamdar, Ph.D. and Sandra A. J. Lawrence to the Company’s Board of Directors as a Class II director for a term of three years to serve until the 2029 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, 2026 (“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 24, 2026.
 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

  

 Kim Kamdar, Ph.D.

  

  

 9,749,623

  

  

  

 3,062,352

  

  

  

 12,961,228

  

 Sandra A. J. Lawrence

  

  

 12,483,966

  

  

  

 328,009

  

  

  

 12,961,228

  

 2. Auditor Ratification

 Shares Voted For

  

 Shares Voted Against

  

 Shares Abstaining

  

 Broker Non-votes

 24,917,046

  

 856,113

  

 44

  

 —

  

 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 4, 2026

 By:

 /s/ Austin Aerts

  

  

  

 Austin Aerts
Chief Financial Officer