Sera Prognostics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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

Sera Prognostics, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5, 2025, Sera Prognostics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 36,701,381 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 9, 2025, a quorum of 24,314,265 shares, or 66.2% of the eligible shares, was present at the meeting or represented by proxy.

At the Annual Meeting, the stockholders: (1) elected each of Jane F. Barlow, M.D. and Mansoor Raza Mirza, M.D. to the Company’s Board of Directors as a Class I director for a term of three years to serve until the 2028 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, 2025 (“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, 2025.

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

2. Auditor Ratification

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.