SERA PROGNOSTICS INC
For the period ended Jun 30, 2024. Filed Aug 7, 2024.
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Jun 30, 2024 · Filed Aug 7, 2024
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Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements:
The following table provides information concerning Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) adopted in the second quarter of 2024 by any director or officer who is subject to the filing requirements of Section 16 of the Exchange Act (“Section 16 Director or Officer”). These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c). Certain of the Company's Section 16 Directors or Officers may participate in the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) that has been designed to comply with Rule 10b5-1(c). No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) were adopted by any Section 16 Director or Officer during the second quarter of 2024. Additionally, no
Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any Section 16 Director or Officer in the second quarter of 2024.
| Name and Position | Action | Adoption Date | Duration/Expiration Date (1) | Aggregate Number of Shares to be Sold |
| Zhenya Lindgardt, President and Chief Executive Officer | Adoption | 6/15/2024 | 7/31/2025 (2) | Up to 104,979 |
| Austin Aerts, Chief Financial Officer | Adoption | 5/22/2024 | 6/11/2025 (2) | Indeterminable (3) |
| John J. Boniface, Ph.D., Chief Scientific Officer | Adoption | 5/15/2024 | 7/31/2025 | Indeterminable (4) |
| Paul Kearney, Ph.D., Chief Data Officer | Adoption | 5/14/2024 | 7/31/2025 | Indeterminable (5) |
| Robert G. Harrison, Chief Information Officer | Adoption | 5/14/2024 | 7/31/2025 | Indeterminable (6) |
| Benjamin G. Jackson, General Counsel | Adoption | 5/20/2024 | 7/31/2025 (2) | Indeterminable (7) |
| Gregory C. Critchfield, M.D., M.S., Director | Adoption | 5/11/2024 | 7/31/2025 | Up to 175,564 |
| Joshua Phillips, Director | Adoption | 6/14/2024 | 4/4/2025 | Up to 12,500 |
| Jane F. Barlow, M.D., Director | Adoption | 5/10/2024 | 7/31/2025 | Up to 102,000 |
| Sandra A.J. Lawrence, Director | Adoption | 6/3/2024 | 7/31/2025 | Up to 13,000 |
| Ryan Trimble, Director (8) | Adoption | 5/22/2024 | 7/31/2025 | Up to 250,229 |
| Catalyst Health Ventures, L.P., Catalyst Health Ventures (PF), L.P., CHV Investments LLC, and Catalyst Health Ventures Follow-on Fund, L.P. (9) | Adoption | 6/10/2024 | 4/4/2025 | Up to 34,211 (10) |
| (1) | Sales under the trading arrangement will not commence until the selling start date. Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above pursuant to the terms of the trading arrangement. | |||
| (2) | Sales under the trading arrangement exclude specified “No Sale” periods. | |||
| (3) | The 10b5-1 trading arrangement provides for the sale of up to (i) 47,164 shares of our Class A common stock plus (ii) the net number of shares of our Class A common stock underlying certain restricted stock unit (“RSU”) awards. The number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is indeterminable with respect to the RSU awards, as such number is subject to the number of shares that will be automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of our Class A common stock at the time of vesting. | |||
| (4) | The 10b5-1 trading arrangement provides for the sale of up to (i) 114,819 shares of our Class A common stock plus (ii) the net number of shares of our Class A common stock underlying certain RSU awards. The number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is indeterminable with respect to the RSU awards, as such number is subject to the number of shares that will be automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of our Class A common stock at the time of vesting. | |||
| (5) | The 10b5-1 trading arrangement provides for the sale of up to (i) 173,506 shares of our Class A common stock plus (ii) the net number of shares of our Class A common stock underlying certain RSU awards. The number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is indeterminable with respect to the RSU awards, as such number is subject to the number of shares that will be automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of our Class A common stock at the time of vesting. | |||
| (6) | The 10b5-1 trading arrangement provides for the sale of up to (i) 25,670 shares of our Class A common stock plus (ii) the net number of shares of our Class A common stock underlying certain RSU awards. The number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is indeterminable with respect to the RSU awards, as such number is subject to the number of shares that will be automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of our Class A common stock at the time of vesting. | |||
| (7) | The 10b5-1 trading arrangement provides for the sale of up to (i) 96,718 shares of our Class A common stock plus (ii) the net number of shares of our Class A common stock underlying certain RSU awards and (iii) the number of shares of our Class A common stock resulting from purchases under the 2021 ESPP. The number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is indeterminable (a) with respect to the RSU awards, as such number is subject to the number of shares that will be automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of our Class A common stock at the time of vesting and (b) with respect to the 2021 ESPP, as such number will vary based on the market price of our Class A common stock at the time of the acquisition of shares under the 2021 ESPP. | |||
| (8) | Including transactions by trust in which Mr. Trimble has either a direct or indirect pecuniary interest. |
| (9) | CHV GP LLC is the general partner of Catalyst Health Ventures, L.P. (“CHV LP”) and Catalyst Health Ventures (PF), L.P. (“CHV PF”). CHV III GP LLC is the general partner of CHV Investments, LLC (“CHV Investments”) and Catalyst Health Ventures Follow-on Fund, L.P. (“CHV FO”) (together with CHV LP, CHV PF and CHV Investments, the “CHV Funds”). Joshua Phillips, a member of our board of directors, is a managing member of CHV GP LLC and CHV III GP LLC, and a limited partner of CHV PF, CHV Investments, CHV GP LLC and CHV III GP LLC. The securities held by the CHV Funds may be deemed to be beneficially owned by Joshua Phillips. Joshua Phillips disclaims beneficial ownership of these securities except to the extent of his pecuniary benefit therein. |
| (10) | Sales under the trading arrangement for CHV LP is up to 6,793 shares of our Class A common stock, sales under the trading arrangement for CHV PF is up to 9,726 shares of our Class A common stock, sales under the trading arrangement for CHV Investments is up to 17,684 shares of our Class A common stock, and sales under the trading arrangement for CHV FO is up to 8 shares of our Class A common stock. |
TD Cowen Sales Agreement
On August 7, 2024, we entered into an at-the-market sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), under which we may offer and sell, from time to time at our sole discretion, shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), having an aggregate offering price of up to $50.0 million through TD Cowen, as sales agent (the “ATM Offering”).
TD Cowen may sell the Class A Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Market (“Nasdaq”) or any other existing trading market for the Class A Common Stock. TD Cowen will use commercially reasonable efforts, consistent with its normal sales and trading practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq, to sell the Class A Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay TD Cowen a commission equal to an aggregate of 3.0% of the gross proceeds of any shares of Class A Common Stock sold through TD Cowen under the ATM Offering and have provided TD Cowen with customary indemnification rights.
We are not obligated to make any sales of Class A Common Stock under the Sales Agreement. The offering of shares of Class A Common Stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which will be filed as an exhibit to the 2024 Registration Statement (as defined below).
The shares of Class A Common Stock being offered pursuant to the Sales Agreement will be offered and sold pursuant to a shelf registration statement on Form S-3 (the “2024 Registration Statement”) that we intend to file with the SEC following the filing of this Quarterly Report on Form 10-Q and a prospectus relating to the ATM Offering which will be included in the 2024 Registration Statement. None of our securities, including any shares of Class A Common Stock, may be sold under the Sales Agreement, and no offers to buy such securities may be accepted, prior to the time the 2024 Registration Statement is declared effective by the SEC.
The legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the shares of Class A Common Stock being offered pursuant to the Sales Agreement will be filed as Exhibit 5.1 to the 2024 Registration Statement.
This report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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