Seres Therapeutics (Nasdaq: MCRB) extends cash runway into 2027
Rhea-AI Filing Summary
Seres Therapeutics entered two agreements aimed at improving its finances and extending its operating cash runway well into the first quarter of 2027.
An amendment with Nestlé Health Science replaces potential future VOWST™ sales milestones with a one-time $25 million payment to Seres in two $12.5 million installments in July and October 2026. Separately, a lease amendment for its Cambridge facility surrenders space, lowers rent and building cost share, and is expected to reduce long-term lease obligations, partly offset by termination fees and use of an existing letter of credit.
Seres reported $29.8 million in cash and cash equivalents as of March 31, 2026 and, reflecting these actions and current plans, now expects to fund operations well into the first quarter of 2027 while advancing programs such as SER-155.
Positive
- $25 million cash inflow in 2026 from the Nestlé Health Science amendment meaningfully supplements Seres’ $29.8 million cash balance as of March 31, 2026 and supports its runway projection well into the first quarter of 2027.
- The lease restructuring for 101 CambridgePark Drive is expected to decrease aggregate lease payments by approximately $33.9 million and lower Seres’ share of building operating costs and taxes from 51.36% to 24.25%, reducing fixed facility cash costs.
Negative
- None.
Insights
Seres trades uncertain milestones and excess space for near-term cash and lower fixed costs.
Seres Therapeutics secures an aggregate $25 million in 2026 from Nestlé Health Science in exchange for giving up contingent VOWST™ sales milestones. For a company with $29.8 million in cash as of March 31, 2026, this substantially boosts near-term liquidity.
The restructured lease at 101 CambridgePark Drive cuts space and lowers rent, producing an estimated $33.9 million aggregate lease payment reduction, while adding a $4.5 million termination fee, a deferred $5.2 million payment by January 4, 2027, and allowing the landlord to draw a $6.3 million letter of credit. Management now expects the cash runway to extend well into Q1 2027, though the company still cites funding needs and going-concern risks in its broader risk factors.
8-K Event Classification
Key Figures
Key Terms
Milestone Period financial
Prepaid Milestone financial
Breakthrough Therapy regulatory
Fast Track regulatory
allo-HSCT medical
UNITED STATES
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment of Asset Purchase Agreement
On June 2, 2026, Seres Therapeutics, Inc. (the “Company”) entered into Amendment No. 1 (the “APA Amendment”) to the Asset Purchase Agreement, dated as of August 5, 2024 (as previously amended by that certain Letter Agreement, dated September 30, 2024 and that certain Letter Agreement, dated December 31, 2024, the “Purchase Agreement”), by and between the Company and Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“SPN”).
Pursuant to the Purchase Agreement, SPN agreed to pay the Company certain one-time contingent milestone payments during the Milestone Period (as defined in the Purchase Agreement) if and following the first time that the worldwide annual net sales of the Product (as defined in the Purchase Agreement) reached the following thresholds: (i) a $125.0 million milestone payment upon the first calendar year in which annual worldwide net sales of the Product equal or exceed $400.0 million (the “Second Sales Milestone Payment”); and (ii) a $150.0 million milestone payment upon the first calendar year in which annual worldwide net sales of the Product equal or exceed $750.0 million (the “Third Sales Milestone Payment”). Pursuant to the Purchase Agreement, the Prepaid Milestone (as defined in the Purchase Agreement) accrued interest during the Milestone Period (as defined in the Purchase Agreement), which would reduce the Second Milestone Payment to Seres if and when it became payable (the “Milestone Interest Payments”).
Pursuant to the APA Amendment, the parties agreed to terminate SPN’s obligations with respect to the Second Sales Milestone Payment, the Third Sales Milestone Payment and eliminate the Milestone Interest Payments that would have been due from the Company to SPN. In consideration for the foregoing, SPN agreed to a one-time payment to the Company of $25.0 million (the “Milestone Termination Payment”), which amount is payable in two equal installments of $12.5 million, with the first installment payable on July 1, 2026 and the second installment payable on October 1, 2026.
The foregoing description of the APA Amendment does not purport to be complete and is qualified in its entirety by reference to the APA Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment of Lease
On June 4, 2026, the Company entered into the First Amendment to Lease (the “Lease Amendment”) with 101 CPD LLC (f/k/a HCP/King 101 CPD LLC), a Delaware limited liability company (the “Landlord”), which amends the Lease Agreement, dated September 22, 2021, by and between the Company and the Landlord (as amended, the “Lease”), pursuant to which the Company leases approximately 82,714 rentable square feet of office and laboratory space located at 101 CambridgePark Drive, Cambridge, Massachusetts (the “Existing Premises”).
The Lease Amendment provides for (i) effective as of April 30, 2026, the surrender by the Company to the Landlord of an aggregate area of approximately 45,832 rentable square feet of the Existing Premises (the “Early Termination Premises”), (ii) the revision of the expiration date of the term of the Lease with respect to the remaining 36,882 rentable square feet of the Existing Premises (the “Renewal Premises”) from March 31, 2033 to December 31, 2036, (iii) effective as of May 1, 2026, the reduction of the base rent the Company is obligated to pay the Landlord for the Renewal Premises to $79.70 per rentable square foot of the Renewal Premises per year, subject to an annual adjustment, resulting in an aggregate decrease of approximately $33.9 million in lease payments, (iv) a deferral of rent payments due monthly for the eight months from May 1, 2026 through December 31, 2026 to a lump sum payment due on January 4, 2027, and (v) a decrease in the Company’s share of operating costs and taxes for the building from 51.36% to 24.25% consistent with the decrease in square footage. As consideration for the Lease Amendment, the Company agreed to pay the following: (i) a $4.5 million termination fee for the Early Termination Premises payable on the execution of the Lease Amendment, and (ii) on or before January 4, 2027, a deferred payment of $5.2 million which may be issued either as an unconditional letter of credit or in cash, of which $2.0 million will satisfy Company’s rent obligations for the period from May 1, 2026 through December 31, 2026 and $3.2 million representing an additional termination payment. Further, the Company permitted the Landlord to draw the existing letter of credit (“Existing Letter of Credit”) held by Landlord under the Lease equal to $6.3 million. The Existing Letter of Credit is recorded as restricted cash on the Company’s balance sheets and, accordingly, is not considered in the Company’s cash runway projections.
The foregoing description of the Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the Lease Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On June 5, 2026, the Company issued a press release regarding the APA Amendment and the Lease Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Asset Purchase Agreement, dated June 2, 2026, by and between Seres Therapeutics, Inc. and Société des Produits Nestlé S.A. | |
| 10.2* | First Amendment to Lease, dated June 4, 2026, by and between Seres Therapeutics, Inc. and 101 CPD, LLC | |
| 99.1 | Press Release, dated June 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
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.
| SERES THERAPEUTICS, INC. | ||||||
| Date: June 5, 2026 | By: | /s/ Thomas J. DesRosier | ||||
| Name: | Thomas J. DesRosier | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
Exhibit 99.1
SERES THERAPEUTICS ANNOUNCES TWO TRANSACTIONS TO STRENGTHEN
BALANCE SHEET, REDUCE OPERATING COSTS AND EXTEND PROJECTED
OPERATING CASH RUNWAY WELL INTO THE FIRST QUARTER OF 2027
Agreement with Nestlé Health Science provides $25 million payable to Seres in 2026 as a buy-out of
potential future VOWST™ net sales-based milestones
Restructured lease materially reduces ongoing annual facility cash costs and long-term lease liability
Clinical data from investigator-sponsored SER-155 study in immune checkpoint inhibitor-related enterocolitis expected later this month
CAMBRIDGE, Mass.- June 5, 2026 — Seres Therapeutics, Inc. (Nasdaq: MCRB), (“Seres” or the “Company”), a leading live biotherapeutics company, today announced two transactions to strengthen its balance sheet and extend its expected operating cash runway well into the first quarter of 2027. Seres entered into an amendment to the prior asset purchase agreement whereby Nestlé Health Science will now pay Seres $25 million (in two equal installments in July and October 2026) to buy out potential future VOWST™ net sales-based milestones, and a restructured lease agreement for one of Seres’ locations which materially reduces the Company’s leased space and ongoing annual facility cash costs and long-term lease obligations.
Seres previously developed VOWST, the first orally administered microbiome-based therapeutic approved by the U.S. Food and Drug Administration for the prevention of recurrence of Clostridioides difficile infection in adults following antibacterial treatment for recurrent CDI. Seres sold the VOWST business to Nestlé Health Science in 2024.
“We have taken meaningful actions to strengthen our balance sheet and extend our cash runway well into the first quarter of 2027,” said Richard Kender, Executive Chair and Interim Chief Executive Officer of Seres. “The Company intends to continue to exercise rigorous financial discipline while advancing its live biotherapeutic programs in inflammatory and immune diseases and pursuing partnerships and other sources of capital to support continued pipeline development, including Phase 2-ready SER-155 in allo-HSCT. We look forward to the clinical readout expected later this month from the investigator-sponsored study of SER-155 in immune checkpoint inhibitor-related enterocolitis being conducted at Memorial Sloan Kettering Cancer Center, a long-term collaborator with Seres.”
“These transactions will improve our financial flexibility, and the lease restructure marks progress in our goal to reduce our leased space to align with our focused corporate strategy,” said Marella Thorell, Chief Financial Officer of Seres. “We are pleased with these outcomes, which will provide near-term capital from the Nestlé agreement and significantly reduce our ongoing annual facility-related cash spending via the restructured lease. Importantly, while reducing fixed costs and preserving capital, we are maintaining the operational infrastructure needed to support our pipeline as we pursue additional sources of funding and strategic opportunities.”
As of March 31, 2026, Seres had $29.8 million in cash and cash equivalents. Based on the transactions described herein and current operating plans, Seres expects to fund operations well into the first quarter of 2027. This projection excludes proceeds from any potential future partnerships or other sources of capital.
Additional details regarding the Nestlé Health Science asset purchase agreement amendment and the lease amendment are included in the Company’s Current Report on Form 8-K which will be filed with the Securities and Exchange Commission today.
Amendment to Asset Purchase Agreement with Nestlé Health Science
Seres sold its interest in the VOWST business to Nestlé Health Science in 2024. Seres has entered into an amendment to the asset purchase agreement whereby Nestlé Health Science will pay Seres an aggregate of $25 million, in two installments of $12.5 million each on July 1, 2026, and October 1, 2026, to buy-out the potential future milestones due to Seres if and upon the achievement of certain VOWST net sales targets.
Lease Restructuring
Seres has amended its lease with its landlord for the Company’s facility at 101 CambridgePark Drive in Cambridge, Massachusetts, reducing its leased space, rental rate and facility operating expenses. Under the amended arrangement, Seres will lease the retained space for a 10-year term at market-adjusted annual rent and a lower percentage of shared operating expenses for the building as of May 1, 2026, in exchange for the landlord drawing the existing letter of credit, Seres payment of a termination fee and the establishment of a new letter of credit. The restructured lease is expected to materially reduce the Company’s ongoing annual facility-related costs and long-term obligations.
About Seres Therapeutics
Seres Therapeutics, Inc. (Nasdaq: MCRB) is a clinical-stage biotechnology company developing novel live biotherapeutics, with a focus on inflammatory and immune diseases. The Company led the development and FDA approval of VOWST™, the first orally administered microbiome therapeutic, which was subsequently divested to Nestlé Health Science. SER-155, which has received Breakthrough Therapy and Fast Track designations, is being advanced for patients undergoing allogeneic hematopoietic stem cell transplant (allo-HSCT), and is Phase 2 ready, pending receipt of funding. An investigator-sponsored trial of SER-155 is ongoing in immune checkpoint inhibitor–related enterocolitis (irEC) to further evaluate the potential breadth of the Company’s live biotherapeutic platform. SER-603, in development for inflammatory bowel disease, is designed to modulate the gastrointestinal microbiome and support mucosal barrier integrity by targeting inflammatory bacteria and associated metabolites. For more information, please visit www.serestherapeutics.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements about: anticipated payments under the amendment to the asset purchase agreement with Nestlé Health Science; the expected effects and benefits of the restructured lease, including reduced ongoing annual facility-related cash costs and long-term lease obligations; the Company’s expected operating cash runway; the timing and results of clinical studies and data readouts, including the investigator-sponsored study of SER-155 in immune checkpoint inhibitor-related enterocolitis; the advancement of SER-155 and other pipeline programs; the Company’s ability to support its pipeline and to enter into partnerships or obtain other sources of capital; and the anticipated timing of any of the foregoing.
These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: (1) our need for additional funding; (2) our ability to continue as a going concern; (3) we have incurred significant losses, are not currently profitable and may never become profitable; (4) our cost reduction actions may not achieve their intended benefits, including an extended cash runway; (5) our limited operating history; (6) we may not be able to realize the anticipated benefits of the VOWST sale, and may face new challenges as a smaller, less diversified company; (7) we have in the past and may in the future receive notice of the failure to satisfy a continued listing rule from The Nasdaq Stock Market LLC; (8) our novel approach to therapeutic intervention; (9) our reliance on third parties to conduct our clinical trials and manufacture our product candidates; (10) our ability to achieve market acceptance necessary for commercial success; (11) the competition we will face; (12) our ability to protect our intellectual property; (13) impact of our recent management transitions and appointments and our ability, to retain key personnel; and (14) disruptions at the FDA or other government agencies. These and other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the Securities and Exchange Commission (SEC) on May 5, 2026, as well as our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Investor and Media Contact:
IR@serestherapeutics.com
Carlo Tanzi, Ph.D.
Kendall Investor Relations
ctanzi@kendallir.com