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Veteran diagnostics leader Mark Capone joins Sera Prognostics (NASDAQ: SERA) board

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

Rhea-AI Filing Summary

Sera Prognostics appointed Mark Capone to its Board of Directors as a Class II director, effective July 1, 2026, with a term running until the 2029 annual meeting. He will also serve on the Compensation Committee.

Capone is a veteran healthcare executive with over 40 years of experience in diagnostics and life sciences, including a 17-year tenure at Myriad Genetics where he helped grow the business significantly. As a non-employee director, he will receive an initial equity award on July 10, 2026, equal to the lesser of a grant-date fair value of $167,072 (split roughly evenly between stock options and RSUs) or 150,000 option equivalents, plus ongoing cash fees under the existing director compensation policy.

After each annual meeting, he is eligible for additional equity of the lesser of $88,359 or 75,000 option equivalents, with RSUs and options vesting over one year. The Board determined he qualifies as an independent director under Nasdaq and SEC rules.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director term end 2029 annual meeting Class II director term for Mark Capone
Initial equity grant value cap $167,072 Grant date fair value initial director award
Initial option equivalents cap 150,000 option equivalents Alternative cap for initial equity award
Annual equity grant value cap $88,359 Post–annual meeting equity award value
Annual option equivalents cap 75,000 option equivalents Alternative cap for annual equity award
Industry experience More than 40 years Mark Capone’s healthcare leadership experience
Prematurity cost estimate $25 billion Estimated 2016 U.S. healthcare costs from prematurity
Non-Employee Director Compensation Policy financial
"standard compensation paid by the Company to its non-employee directors under the Company’s Non-Employee Director Compensation Policy"
restricted stock units financial
"approximately equal value coming from stock options and restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
independent director regulatory
"The Board has determined that Mr. Capone is an independent director in accordance with the listing requirements"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
preterm birth medical
"Preterm birth is defined as any birth before 37 weeks’ gestation and is the leading cause of illness and death in newborns."
Birth that occurs before 37 completed weeks of pregnancy, when a baby’s organs—especially the lungs and brain—may still be immature and require extra medical care. Investors should care because preterm birth drives demand for neonatal medicines, devices and hospital services, influences health-care spending and insurance costs, and shapes the size and timing of markets for treatments and technologies—like an unexpected early arrival that strains resources and changes spending patterns.
laboratory-developed tests regulatory
"changes in FDA regulation of laboratory-developed tests"
Laboratory-developed tests are medical tests that a single clinical laboratory designs, builds and runs internally rather than buying from outside manufacturers. Think of them as an in-house recipe a lab creates to detect a disease or measure a biomarker; they matter to investors because they can drive revenue, offer faster product development and carry distinct regulatory and reimbursement risks that affect a healthcare company's financial outlook.
PreTRM Test medical
"The PreTRM® Test is the only broadly validated, commercially available blood-based biomarker test"
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Learn about SEC filing dates
false000153496900015349692026-06-252026-06-25

 

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 25, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2026, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Sera Prognostics, Inc. (the “Company”), and pursuant to the Amended and Restated Bylaws of the Company, the Board appointed, effective as of July 1, 2026, Mark Capone to serve as a Class II director, with an initial term expiring at the Company’s 2029 annual meeting of stockholders. In connection with and effective as of his appointment to the Board, Mr. Capone was also appointed to the Compensation Committee of the Board (the “Compensation Committee”).

Mark Capone is an accomplished healthcare executive with more than 40 years of experience in molecular diagnostics, genetics, biotechnology, medical devices and pharmaceuticals. Since January 2024, Mr. Capone has served as a director and member of the audit committee of Mesa Laboratories, Inc. (Nasdaq: MLAB) (“Mesa”) and was also appointed as a member of Mesa’s compensation committee in August 2025. Since March 2020, Mr. Capone has served as the CEO of Precision Medicine Advisors, LLC, a consulting company advising biopharmaceutical organizations. Previously, Mr. Capone served for five years as CEO of Myriad Genetics, a pioneering precision medicine company. During his 17-year career at Myriad, he transformed the company from $14M revenue, 150 employees, and one product to a global leader in precision medicine with $850M in revenue, 3,000 employees, and 11 products, four of which were obtained through acquisitions that deployed more than $1B in capital. Prior to joining Myriad Genetics, Mr. Capone served in a variety of roles with Eli Lilly and Company, including as Sales Director, Plant Manager, R&D Team Leader, and Biochemical Engineer. He received his MS in Management from the Massachusetts Institute of Technology (MIT) Sloan School of Management, an MS in (Bio) Chemical Engineering from MIT, a BS in Chemical Engineering from MIT, and a BS in Chemical Engineering from Penn State, graduating with highest distinction. Mr. Capone serves as a non-executive director of two privately held companies.

Mr. Capone will be entitled to standard compensation paid by the Company to its non-employee directors under the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein. Pursuant to the Non-Employee Director Compensation Policy, in connection with Mr. Capone's appointment to the Board, on July 10, 2026, (the “Grant Date”), Mr. Capone will be granted the lesser of (a) an equity award with a grant date fair value of $167,072, with approximately equal value coming from stock options and restricted stock units (“RSUs”) or (b) an equity award of 150,000 option equivalents. The RSUs shall vest in three substantially equal annual installments and the options shall vest and become exercisable in thirty-six substantially equal monthly installments. Mr. Capone will also receive cash compensation for his service on the Board and Compensation Committee in accordance with the Non-Employee Director Compensation Policy. Furthermore, pursuant to the Non-Employee Director Compensation Policy, following each annual meeting of stockholders, Mr. Capone is entitled to receive the lesser of (i) an equity award with a grant date fair value of $88,359, with approximately equal value coming from stock options and RSUs or (b) an equity award of 75,000 option equivalents. The RSUs shall vest in one annual installment and the options will vest in twelve substantially equal monthly installments, such that the awards shall be fully vested on the earlier of the first anniversary of the date of grant or the date of the next annual meeting, subject to Mr. Capone continuing to provide services to the Company through such vesting dates.

Mr. Capone will also enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.1 of the Company’s Registration Statement on Form S-1/A, filed with the SEC July 8, 2021 and is incorporated herein by reference.

There is no arrangement or understanding between Mr. Capone and any other person pursuant to which Mr. Capone was appointed as a director. Mr. Capone is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Board has determined that Mr. Capone is an independent director in accordance with the listing requirements of the Nasdaq Global Market and the standards promulgated by the SEC, including enhanced independence criteria applicable to members of the Compensation Committee.

On June 30, 2026, the Company issued a press release announcing the appointment of Mr. Capone as a director, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

 

Description

10.1+

 

Non-Employee Director Compensation Policy

99.1

 

Press release dated June 30, 2026.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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 30, 2026

By:

/s/ Austin Aerts

 

 

 

Austin Aerts
Chief Financial Officer

 


Exhibit 99.1

img88505028_0.jpg

 

SERA PROGNOSTICS ANNOUNCES APPOINTMENT OF MARK CAPONE TO ITS BOARD OF DIRECTORS

 

Salt Lake City – June 30, 2026 – Sera Prognostics Inc., The Pregnancy Company® (Nasdaq: SERA), focused on improving maternal and neonatal health by providing innovative pregnancy biomarker information to doctors and patients, today announced that Mark Capone will join its Board of Directors, effective July 1, 2026.

 

Mr. Capone is a seasoned healthcare executive with more than 40 years of leadership experience across the diagnostics and life sciences sectors, including extensive service on private and public company boards and committees. In his last operating role, he served as Chief Executive Officer of Myriad Genetics, where he led the company’s transformation into a focused precision medicine organization, expanding its molecular diagnostics portfolio and strengthening its commercial execution. Prior to serving as CEO, Mr. Capone held several senior leadership roles at Myriad during his 17-year tenure, including President and Chief Operating Officer.

 

Earlier in his career, Mr. Capone held leadership positions at Eli Lilly and other healthcare organizations, building deep expertise in pharmaceutical commercialization, strategic planning, and business development.

 

“Sera is addressing a significant unmet need in maternal and fetal health, and I believe the company’s proteomics‑based approach has the potential to meaningfully improve outcomes,” said Mr. Capone. “I look forward to working with the Board and management team as Sera advances its mission and strategy.”

 

“Mark’s extensive experience commercializing complex diagnostic products and navigating reimbursement and payer environments will be highly valuable as we continue to expand adoption of the PreTRM® test,” said Zhenya Lindgardt, President and CEO of Sera Prognostics. “His proven ability to scale innovative diagnostic platforms and build high performing commercial organizations aligns well with Sera’s next phase of growth.”

 

Mr. Capone’s appointment reflects Sera’s continued focus on strengthening its Board with leaders who bring deep commercial, operational, and healthcare industry expertise to support the company’s long-term growth and execution.

 

About Sera Prognostics, Inc.

Sera Prognostics is a leading health diagnostics company dedicated to improving the lives of women and babies through precision pregnancy care. Sera’s mission is to provide early, pivotal pregnancy information to improve the health of mothers and newborns, resulting in reductions in the costs of healthcare delivery. Sera has a robust pipeline of innovative diagnostic tests focused on the early prediction of preterm birth risk and other complications of pregnancy. Sera’s precision medicine PreTRM® Test reports to a physician the individualized risk of spontaneous premature delivery in a pregnancy, enabling earlier proactive interventions in women with higher risk. Sera Prognostics is headquartered in Salt Lake City, Utah.

 

About Preterm Birth

Preterm birth is defined as any birth before 37 weeks’ gestation and is the leading cause of illness and death in newborns. The 2025 March of Dimes Report Card shows that, for the fourth consecutive year, the United States earned a D+ grade for preterm birth, making the longest stretch of the lowest grade in Report Card history. Prematurity is associated with a significantly increased risk of major long-term medical complications, including

 


img88505028_0.jpg

 

learning disabilities, cerebral palsy, chronic respiratory illness, intellectual disability, seizures, and vision and hearing loss, and can generate significant costs throughout the lives of affected children. The annual health care costs to manage short- and long-term complications of prematurity in the United States were estimated to be approximately $25 billion for 2016.

 

About the PreTRM® Test

The PreTRM® Test is the only broadly validated, commercially available blood-based biomarker test that provides an early, accurate and individualized risk prediction for spontaneous preterm birth in asymptomatic singleton pregnancies. The PreTRM® Test measures and analyzes proteins in the blood that are highly predictive of preterm birth. The PreTRM® Test permits physicians to identify, during the weeks 18 through 20 of pregnancy, which women are at increased risk for preterm birth and its complications, enabling more informed, personalized clinical decisions based on each woman’s individual risk. The PreTRM® Test is ordered by a medical professional.

Sera, Sera Prognostics, the Sera Prognostics logo, The Pregnancy Company, and PreTRM are trademarks or registered trademarks of Sera Prognostics, Inc. in the United States and/or other countries.

 

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to Mr. Capone’s extensive experience being highly valuable in expanding adoption of the PreTRM® test; the Company’s next phase of growth; and the Company’s strategic directives under the caption “About Sera Prognostics, Inc.” These “forward-looking statements” are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties include, but are not limited to: net losses, cash generation, and the potential need to raise more capital; revenues from the PreTRM Test representing substantially all Company revenues to date; the need for broad scientific and market acceptance of the PreTRM Test; a concentrated number of material customers; our ability to introduce new products; potential competition; our proprietary biobank; critical suppliers; estimates of total addressable market opportunity and forecasts of market growth; potential third-party payer coverage and reimbursement; new reimbursement methodologies applicable to the PreTRM Test, including new CPT codes and payment rates for those codes; changes in FDA regulation of laboratory-developed tests; the intellectual property rights protecting our tests and market position; and other factors discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.

 

Investor Contact

Jennifer Zibuda, Head of Investor Relations

jzibuda@sera.com

+1 (801) 396-8043

 

Media Contact

Nicole Kaplan at Allison Worldwide

 


img88505028_0.jpg

 

sera@allisonworldwide.com

+1 (847) 721-6033

 

 

 

 

 


FAQ

What did Sera Prognostics (SERA) announce in this 8-K filing?

Sera Prognostics announced the appointment of Mark Capone as a Class II director, effective July 1, 2026. He will also join the Compensation Committee and receive equity and cash compensation under the company’s Non-Employee Director Compensation Policy.

Who is Mark Capone, the new Sera Prognostics (SERA) board member?

Mark Capone is an experienced healthcare executive with over 40 years in diagnostics, biotechnology, and pharmaceuticals. He previously served as CEO and President of Myriad Genetics and has held leadership roles at Eli Lilly and multiple public and private healthcare companies.

What initial equity compensation will Mark Capone receive from Sera Prognostics (SERA)?

Upon joining the board, Mark Capone will receive the lesser of an equity award with a grant date fair value of $167,072 or 150,000 option equivalents. The award value is split approximately equally between stock options and restricted stock units, subject to multi-year vesting schedules.

How will Mark Capone’s ongoing equity awards at Sera Prognostics (SERA) work?

Following each annual meeting, Mark Capone is eligible for the lesser of an equity award valued at $88,359 or 75,000 option equivalents. These awards are split between stock options and RSUs, with both components designed to fully vest around the next annual meeting date.

Is the new Sera Prognostics (SERA) director considered independent?

Yes. The Board determined that Mark Capone is an independent director under Nasdaq Global Market listing standards and SEC rules, including the enhanced independence criteria that apply specifically to members of the Compensation Committee.

What does Sera Prognostics (SERA) focus on in its business?

Sera Prognostics is a diagnostics company focused on precision pregnancy care. Its flagship PreTRM Test uses blood-based biomarkers to predict individualized risk of spontaneous preterm birth, helping clinicians identify higher-risk pregnancies earlier for more personalized clinical management.

Filing Exhibits & Attachments

3 documents