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  4. [8-K] Seres Therapeutics, Inc. Reports Material Event

Seres Therapeutics (NASDAQ: MCRB) trims Sidney Street lease costs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Seres Therapeutics, Inc. entered into a Third Amendment to Lease and Termination Agreement with BMR-Sidney Research Campus LLC to reduce facilities costs and primary restoration obligations at 200 Sidney Street in Cambridge. The company will surrender about 21,295 rentable sq ft and retain about 47,341 rentable sq ft, with the remaining lease term shortened from January 13, 2031 to December 31, 2026.

As consideration, Seres will increase a letter of credit by about $2.2 million to a total of about $3.6 million to be applied to rent and operating expenses, pay a deferred termination amount of $3.85 million by January 4, 2027, and issue 103,520 shares of common stock at $4.83 per share (total $500,001.60) under an existing Form S-3 shelf registration. The shares will be freely tradeable when issued; if their issuance-date market value is below $500,000, Seres must pay the landlord the cash difference.

Positive

  • None.

Negative

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Filing Explained

The 2026-07-31 8-K reports an executed lease termination agreement: surrender of space became effective 2026-08-01, while the 103,520 common shares are to be issued no later than five business days after execution and remain subject to customary conditions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Existing Premises area 68,636 rentable square feet Total office, laboratory, and manufacturing space at 200 Sidney Street under the lease
Early Termination Premises area 21,295 rentable square feet Portion of the premises surrendered effective August 1, 2026
Renewal Premises area 47,341 rentable square feet Remaining space with lease term revised to expire December 31, 2026
Letter of credit increase $2.2 million Incremental increase, bringing the total letter of credit to about $3.6 million
Total letter of credit $3.6 million Letter of credit to be applied toward rent and operating expenses through the term
Deferred termination payment $3.85 million Additional termination payment due on or before January 4, 2027
Shares issued to landlord 103,520 shares Common stock issued at $4.83 per share, total value $500,001.60
Per-share issuance price $4.83 per share Closing price on Nasdaq Global Select Market on July 31, 2026 used for the stock issuance
Third Amendment to Lease and Termination Agreement regulatory
"entered into the Third Amendment to Lease and Termination Agreement with BMR-Sidney Research Campus LLC"
letter of credit financial
"an increase to the letter of credit held by the Sidney Street Landlord in the amount of approximately $2.2 million"
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
registration statement on Form S-3 regulatory
"The Shares are registered under the Company’s registration statement on Form S-3 (File No. 333-273794)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"pursuant to a prospectus supplement, dated July 31, 2026 and the accompanying base prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Nasdaq Global Select Market financial
"price per share of $4.83, which was the closing price of the Common Stock on the Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What lease changes did Seres Therapeutics (MCRB) disclose on July 31, 2026?
Seres Therapeutics (MCRB) agreed to a Third Amendment to Lease and Termination Agreement for 200 Sidney Street, surrendering 21,295 square feet and moving the lease end for the remaining 47,341 square feet from January 13, 2031 to December 31, 2026.

How much space is Seres Therapeutics (MCRB) giving up at 200 Sidney Street?
Seres Therapeutics (MCRB) will surrender about 21,295 rentable square feet of its 200 Sidney Street facility in Cambridge, Massachusetts. After this early termination, it will continue leasing about 47,341 rentable square feet until the revised expiration date of December 31, 2026.

What financial obligations did Seres Therapeutics (MCRB) assume for the lease termination?
Seres Therapeutics (MCRB) will increase a letter of credit by about $2.2 million to roughly $3.6 million, pay a deferred termination amount of $3.85 million on or before January 4, 2027, and deliver common stock valued at about $0.5 million to its landlord.

What are the key terms of the Seres Therapeutics (MCRB) stock issuance to the landlord?
Seres Therapeutics (MCRB) will issue 103,520 shares of common stock at $4.83 per share, for total consideration of $500,001.60. The shares are registered on Form S-3 and must be issued within five business days after the July 31, 2026 execution date.

What protection does the landlord receive if MCRB shares fall before issuance?
If the closing price of MCRB common stock on the issuance date values the 103,520 shares below $500,000, Seres must pay BMR-Sidney Research Campus LLC cash equal to the shortfall between $500,000 and the issuance-date value, preserving the agreed economic value.
false 0001609809 0001609809 2026-07-31 2026-07-31
 
 

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): July 31, 2026

 

 

SERES THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37465   27-4326290

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

101 Cambridgepark Drive  
Cambridge, MA   02140
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 945-9626

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

Common stock, par value $0.001 per share   MCRB   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 1.01.

Entry into a Material Definitive Agreement.

Lease Amendment and Termination Agreement

On July 31, 2026 (the “Execution Date”), Seres Therapeutics, Inc. (the “Company”) entered into the Third Amendment to Lease and Termination Agreement (the “Termination Agreement”) with BMR-Sidney Research Campus LLC, a Delaware limited liability company (the “Sidney Street Landlord”), the purpose of which is to effect an early termination of one of the Company’s leases, reducing the Company’s ongoing annual facilities costs and materially eliminating the Company’s primary restoration obligations. The Termination Agreement amends the Lease Agreement, dated November 11, 2015, by and between the Company and the Sidney Street Landlord (as amended, the “Lease”), pursuant to which the Company leases approximately 68,636 rentable square feet of office, laboratory, and manufacturing space located at 200 Sidney Street, Cambridge, Massachusetts (the “Existing Premises”).

The Termination Agreement provides for (i) effective as of August 1, 2026, the surrender by the Company to the Landlord of an aggregate area of approximately 21,295 rentable square feet of the Existing Premises (the “Early Termination Premises”) and (ii) the revision of the expiration date of the term of the Lease with respect to the remaining 47,341 rentable square feet of the Existing Premises (the “Renewal Premises”) from January 13, 2031 to December 31, 2026. As consideration for the Termination Agreement, the Company agreed to pay the following: (i) an increase to the letter of credit held by the Sidney Street Landlord in the amount of approximately $2.2 million (for a total letter of credit of approximately $3.6 million), which the Sidney Street Landlord will apply toward rent and operating expenses through the term of the Renewal Premises, (ii) on or before January 4, 2027, a deferred payment of $3.85 million, representing an additional termination payment, and (iii) an equity issuance of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), valued at approximately $0.5 million (the “Share Issuance”).

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Stock Issuance Agreement

On July 31, 2026, in connection with the Share Issuance, the Company entered into a Stock Issuance Agreement (the “Stock Issuance Agreement”) with the Sidney Street Landlord, pursuant to which the Company agreed to issue 103,520 shares of Common Stock (the “Shares”) to the Sidney Street Landlord at a price per share of $4.83, which was the closing price of the Common Stock on the Nasdaq Global Select Market (“Nasdaq”) on July 31, 2026, for a total value of $500,001.60.

The Shares are to be issued no later than five business days after the Execution Date. The Shares are registered under the Company’s registration statement on Form S-3 (File No. 333-273794), pursuant to a prospectus supplement, dated July 31, 2026 and the accompanying base prospectus, dated August 15, 2023, and will be freely tradeable when issued. In the event the value of the Shares on the date of issuance (calculated using the closing price on Nasdaq on such date) (the “Issuance Date Value”) is less than $500,000, the Company is obligated to pay to the Sidney Street Landlord, in cash, the difference between $500,000 and the Issuance Date Value. The Stock Issuance Agreement contains customary representations and warranties of the Company and the Sidney Street Landlord and customary conditions to the share issuance.

The foregoing description of the Stock Issuance Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Issuance Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1.

 

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth under the heading “Lease Amendment and Termination Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
10.1*    Third Amendment to Lease and Termination Agreement, dated July 31, 2026, by and between Seres Therapeutics, Inc. and BMR-Sidney Research Campus, LLC
10.2*    Stock Issuance Agreement, dated July 31, 2026, by and between Seres Therapeutics, Inc. and BMR-Sidney Research Campus, LLC
 5.1    Opinion of Latham & Watkins LLP
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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: August 4, 2026     By:  

/s/ Thomas J. DesRosier

    Name:   Thomas J. DesRosier
    Title:   Executive Vice President and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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