[8-K] Septerna, Inc. Reports Material Event

Rhea-AI Filing Summary

Septerna held its 2025 Annual Meeting of Stockholders on June 17, 2025 via virtual format. Of the total 44,515,703 eligible voting shares, 34,278,489 shares were represented, establishing a quorum.

Two key proposals were voted on:

• Proposal 1: Election of Class I Directors: - Abraham Bassan, M.S. elected with 29,320,969 votes in favor - Alan Ezekowitz, M.D., D.Phil. elected with 29,195,219 votes in favor
• Proposal 2: Ratification of Ernst & Young LLP as independent auditor was approved with 34,218,829 votes in favor, representing overwhelming support

The company, listed on Nasdaq Global Market under symbol SEPN, is classified as an emerging growth company. Both directors will serve three-year terms until the 2028 annual meeting.

Positive

• Strong shareholder participation with 77% of shares represented at Annual Meeting (34.2M out of 44.5M shares)
• Overwhelming approval of Ernst & Young as auditor with 99.8% votes in favor (34.2M FOR vs only 12K AGAINST)

Negative

• Significant minority opposition to director nominees with Bassan receiving 10.1% WITHHELD votes and Ezekowitz receiving 10.5% WITHHELD votes

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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 17, 2025

Septerna, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42382		84-3891440
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

250 East Grand Avenue
South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

(650) 338-3533

(Registrant’s telephone number, including area code)

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, $0.001 par value per share		SEPN		The Nasdaq Global Market

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 17, 2025, Septerna, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 29, 2025 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of the close of business on April 21, 2025, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 44,515,703. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 34,278,489, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which were described in detail in the Proxy Statement: (i) to elect two Class I director nominees to the Company’s Board of Directors (the “Board”), each to serve for a three-year term until the Company’s 2028 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal No. 1”) and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal No. 2”).

The voting results reported below are final.

Proposal No. 1

Abraham Bassan, M.S. and Alan Ezekowitz, M.D., D.Phil. were duly elected to the Board as Class I directors. The results of the stockholders’ vote with respect to the election of the Class I directors were as follows:

CLASS I DIRECTOR NOMINEE		FOR		WITHHELD		BROKER NON- VOTES
Abraham Bassan, M.S.		29,320,969		3,286,107		1,671,413
Alan Ezekowitz, M.D., D.Phil.		29,195,219		3,411,857		1,671,413

Proposal No. 2

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. The results of the stockholders’ vote with respect to such ratification were as follows:

FOR		AGAINST		ABSTAIN
34,218,829		12,108		47,552

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

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.

				SEPTERNA, INC.
Date: June 18, 2025				By:		/s/ Jeffrey Finer, M.D., Ph.D.
				Name:		Jeffrey Finer, M.D., Ph.D.
				Title:		President and Chief Executive Officer

FAQ

What were the voting results for SEPN's 2025 Annual Meeting director elections?

At SEPN's 2025 Annual Meeting, two Class I directors were elected: Abraham Bassan, M.S. received 29,320,969 'FOR' votes and 3,286,107 'WITHHELD' votes, while Alan Ezekowitz, M.D., D.Phil. received 29,195,219 'FOR' votes and 3,411,857 'WITHHELD' votes. Both directors will serve three-year terms until the 2028 annual meeting.

What was the shareholder participation rate at SEPN's 2025 Annual Meeting?

Out of 44,515,703 total eligible shares of SEPN common stock, 34,278,489 shares were represented at the 2025 Annual Meeting, either in person/virtually or by proxy, establishing a quorum with approximately 77% shareholder participation.

Did SEPN shareholders approve Ernst & Young as their 2025 auditor?

Yes, SEPN shareholders overwhelmingly approved Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2025, with 34,218,829 votes 'FOR', only 12,108 votes 'AGAINST', and 47,552 abstentions.

When did SEPN hold its 2025 Annual Meeting and how was it conducted?

SEPN held its 2025 Annual Meeting on June 17, 2025, in a virtual-only format via live webcast. The meeting addressed two main proposals: the election of Class I directors and the ratification of Ernst & Young LLP as the company's auditor.