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Sera Prognostics (NASDAQ: SERA) plans new board appointment

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

Rhea-AI Filing Summary

Sera Prognostics, Inc. reported a planned board transition, with director Jeff Elliott resigning effective June 4, 2026, coinciding with the company’s Annual Stockholders Meeting. His departure is described as not resulting from any disagreement over operations, policies or practices, and his current term was already set to expire at that meeting.

The board reduced its size to seven directors following his resignation and is in advanced discussions with highly qualified candidates to join, expecting to announce a new appointment in the near term. Elliott, who joined the board in March 2025, expressed continued confidence in Sera’s mission to improve maternal and neonatal health through its PreTRM Test and broader pregnancy diagnostics pipeline.

Positive

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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.
Effective resignation date June 4, 2026 Date Jeff Elliott steps down from Sera Prognostics’ board
Board size after resignation 7 directors Board size reduced following Elliott’s departure
Director service start March 2025 Month and year Jeff Elliott joined the board
Prematurity-related healthcare costs $25 billion Estimated U.S. costs for 2016 cited in filing
Gestational age defining preterm birth Before 37 weeks Definition of preterm birth used in the disclosure
PreTRM testing window Weeks 18–20 of pregnancy Timing for ordering the PreTRM Test
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.
PreTRM Test medical
"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."
laboratory-developed tests regulatory
"These risks and uncertainties include ... 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.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to Jeffrey Elliott stepping down from the Company’s Board of Directors;"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
total addressable market opportunity financial
"These risks and uncertainties include, but are not limited to: ... estimates of total addressable market opportunity and forecasts of market growth;"
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false000153496900015349692026-05-262026-05-26

 

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): May 26, 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 May 26, 2026, Jeffrey T. Elliott, a member of the Board of Directors (the “Board”) of Sera Prognostics, Inc. (the “Company”), notified the Company of his decision to resign from the Board effective as of June 4, 2026, the date of the Company’s Annual Stockholders Meeting (“Annual Meeting”). Mr. Elliott’s resignation was not as a result of any disagreement between Mr. Elliott and the Company on any matter relating to the Company’s operations, policies or practices. Mr. Elliott’s term as a director was scheduled to expire at the Annual Meeting. As a result of this resignation, Mr. Elliott is no longer a director nominee for re-election at the Annual Meeting. In connection with Mr. Elliott’s resignation, the Company’s board of directors (the “Board”) decreased its size to seven directors. Separately, as part of its ongoing focus on strong corporate governance and leadership continuity, the Company is in advanced discussions with highly qualified candidates to join the Board and expects to announce an appointment in the near term.

On June 1, 2026, the Company issued a press release announcing the departure of Mr. Elliott, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

 

Description

99.1

 

Press release dated June 1, 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 1, 2026

By:

/s/ Austin Aerts

 

 

 

Austin Aerts
Chief Financial Officer

 


Exhibit 99.1

img88505028_0.jpg

 

SERA PROGNOSTICS ANNOUNCES BOARD TRANSITION

Salt Lake City – June 1, 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 Jeff Elliott has notified the Company of his intention to step down from its Board of Directors, effective June 4, 2026, and that he will not stand for re-election at the Company’s upcoming Annual Meeting of Shareholders.

Mr. Elliott has served on Sera’s Board since March 2025, providing strategic guidance and leadership during a period of growth and development for the Company.

“I have greatly valued my time serving on Sera’s Board and remain confident in the Company’s mission and long-term opportunity,” said Mr. Elliott. “While I continue to believe strongly in the future of Sera, I have made the decision to step down due to increasing demands on my time and my desire to ensure the Company receives the level of focus it deserves.”

Zhenya Lindgardt, Chief Executive Officer of Sera, added, “On behalf of the entire Board and management team, I want to thank Jeff for his thoughtful counsel, contributions and support during his tenure. His perspective has helped shape our strategy, and we are grateful for the role he has played in our progress.”

Separately, as part of its ongoing focus on strong corporate governance and leadership continuity, the Company is in advanced discussions with highly qualified candidates to join the Board and expects to announce an appointment in the near term.

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 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.


img88505028_0.jpg

 

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 Jeffrey Elliott stepping down from the Company’s Board of Directors; the Company’s expectation to announce a new Board appointment in the near term; 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

sera@allisonworldwide.com

+1 (847) 721-6033


FAQ

Why is Sera Prognostics (SERA) director Jeff Elliott leaving the board?

Jeff Elliott is stepping down from Sera Prognostics’ board due to increasing demands on his time and his desire to ensure the company receives appropriate focus. The company states his resignation is not the result of any disagreement over its operations, policies, or practices.

When will Jeff Elliott’s resignation from Sera Prognostics’ board be effective?

Jeff Elliott’s resignation from Sera Prognostics’ board becomes effective June 4, 2026, the date of the company’s Annual Stockholders Meeting. His current term was scheduled to expire at that meeting, and he will not stand for re-election as a director nominee.

How does Jeff Elliott’s departure affect the Sera Prognostics (SERA) board size?

Following Jeff Elliott’s resignation, Sera Prognostics’ board reduced its size to seven directors. The company also reports being in advanced discussions with highly qualified candidates to join the board and expects to announce a new appointment in the near term.

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

Sera Prognostics is a health diagnostics company focused on precision pregnancy care, aiming to improve maternal and neonatal outcomes. It offers biomarker-based tests, including its PreTRM Test, to predict spontaneous preterm birth risk and guide more informed, personalized clinical decisions for pregnant women.

What is Sera Prognostics’ PreTRM Test and who is it for?

The PreTRM Test is a blood-based biomarker test predicting spontaneous preterm birth risk in asymptomatic singleton pregnancies. It measures proteins highly predictive of preterm birth, providing individualized risk during weeks 18–20 of pregnancy so physicians can make earlier, personalized intervention decisions for higher-risk patients.

What risks and uncertainties does Sera Prognostics (SERA) highlight in this disclosure?

Sera Prognostics cites risks including ongoing net losses, potential need for more capital, dependence on PreTRM Test revenues, limited customer concentration, reimbursement and regulatory changes for laboratory-developed tests, intellectual property protection, and other risk factors described in its Form 10-K and Form 10-Q filings.

How significant is the preterm birth problem Sera Prognostics addresses?

Preterm birth, any birth before 37 weeks’ gestation, is a leading cause of newborn illness and death and long-term disability. The filing notes U.S. healthcare costs for managing prematurity complications were estimated at about $25 billion in 2016, underscoring the scale of the medical and economic burden.

Filing Exhibits & Attachments

2 documents