Sera Prognostics, Inc.
7.60%
2,605,351
1534969
81749D107
Feb 10, 2025
Feb 14, 2025, 05:00 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Chione Ltd. | CO | 7.60% | 2,605,351 | 0 | 2,605,351 |
| Marcin Czernik | Individual | 7.60% | 2,605,351 | 0 | 2,605,351 |
| Andreas Hadjimichael | Individual | 7.60% | 2,605,351 | 0 | 2,605,351 |
| Anastasis Nikolaou | Individual | 7.60% | 2,605,351 | 0 | 2,605,351 |
| Wiaczeslaw Smolokowski | Individual | 7.60% | 2,605,351 | 0 | 2,605,351 |
Disclosure Items (3)
Sera Prognostics, Inc.
2749 E. PARLEYS WAY, Salt Lake City, UT, 84109
Item 5(a)-(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Persons beneficially own 2,605,351 shares of the Class A Common Stock or approximately 7.6% of the outstanding Class A Common Stock, based on 34,024,950 shares of Class A Common Stock issued and outstanding as of February 11, 2025, according to the Issuer's prospectus, dated such date, assuming no exercise of the underwriters' over-allotment option in connection with the Issuer's public offering. The shares beneficially owned by the Reporting Persons represent 7.4% of the Issuer's outstanding Common Stock, including its outstanding Class B Common Stock. These shares of Class A Common Stock are held by Chione, except for 208,666 shares underlying warrants held by Chione, All such shares are beneficially owned by each of the Reporting Persons.
Chione, Chione's directors, Marcin Czernik, Andreas Hadjimichael and Anastasis Nikolaou, and its sole stockholder, Wiaczeslaw Smolokowski, may be deemed to share voting and investment power and beneficial ownership of the 2,605,351 shares of Class A Common Stock. Each of such directors and stockholder disclaims such voting and investment power and beneficial ownership.
On February 12, 2025, Chione closed on the acquisition of 625,000 shares of Class A Common Stock from the underwriters in the Issuer's public offering, which closed on February 11, 2025. The shares were acquired at the public offering price of $4.00 per share, or an aggregate purchase price of $2.5 million, The purchase price was paid out of Chione's working capital. The Reporting Persons have not effected any other transactions in the Common Stock of the Company during the past 60 days.
Exhibit 24.1 - Power of Attorney, dated February 13, 2025, made by Marcin Czernik and Chione Ltd. in favor of Shalom Leaf Exhibit 24.2 - Power of Attorney, dated February 13, 2025, made by Andreas Hadjimichael and Chione Ltd. in favor of Shalom Leaf Exhibit 24.3 - Power of Attorney, dated February 13, 2025, made by Anastasis Nikolaou and Chione Ltd. in favor of Shalom Leaf Exhibit 24.4 - Power of Attorney, dated February 13, 2025, made by Wiaczeslaw Smolokowski in favor of Shalom Leaf Exhibit 99.1 Joint Filing Agreement, dated July 26, 2021, among the Reporting Persons (incorporated by reference to the corresponding exhibit to the Schedule 13D filed on behalf of the Reporting Persons, dated July 26, 2021)