Sera Prognostics Inc-A 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on theNasdaq Stock Exchange on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $183.8million. As ofMarch 14, 2025, the registrant had36,695,803and967,759shares of Class A and B common stock, $0.0001 par value per share, outstanding, respectively. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its2025 annual meeting of stockholders (the “Proxy Statement”) are incorporated by reference into Part III ofthis Annual Report on Form 10-K where indicated. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of theregistrant’s fiscal year ended December 31, 2024. TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements3 PART IItem 1.Business4Item 1A.Risk Factors42Item 1B.Unresolved Staff Comments85Item 1C.Cybersecurity85Item 2.Properties86Item 3.Legal Proceedings86Item 4.Mine Safety Disclosures86PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities87Item 6.[ Reserved ]87Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations88Item 7A.Quantitative and Qualitative Disclosures About Market Risk97Item 8.Financial Statements and Supplementary Data98Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure124Item 9A.Controls and Procedures124Item 9B.Other Information124Item 9C.Disclosure Regarding Foreign Jurisdiction that Prevent Inspections125PART IIIItem 10.Directors, Executive Officers and Corporate Governance126Item 11.Executive Compensation126Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters126Item 13.Certain Relationships and Related Transactions, and Director Independence126Item 14.Principal Accounting Fees and Services126PART IVItem 15.Exhibits and Financial Statement Schedules127Item 16.Form 10-K Summary129Signatures130 “Sera,” “PreTRM,” “The Pregnancy Company” and our logo are our trademarks. All other service marks, trademarks, andtrade names