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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40606

SERA PROGNOSTICS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		26-1911522
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 x No o

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 x No o

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 growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 1, 2026, the registrant had 38,190,966 and 967,759 shares of Class A and Class B common stock, $0.0001 par value per share, outstanding, respectively.

Table of Contents

TABLE OF CONTENTS


		Page
	Special Note Regarding Forward-Looking Statements	3

PART I – FINANCIAL INFORMATION		4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Balance Sheets	4
	Condensed Statements of Operations and Comprehensive Loss	5
	Condensed Statements of Stockholders’ Equity	6
	Condensed Statements of Cash Flows	7
	Notes to Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	28
Item 4.	Controls and Procedures	28

PART II – OTHER INFORMATION		30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 5.	Other Information	70
Item 6.	Exhibits	71

	Signatures	73

“Sera,” “PreTRM,” “The Pregnancy Company” and our logo are our trademarks. All other service marks, trademarks, and trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, trademarks and tradenames referred to in this Quarterly Report on Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. Unless the context otherwise requires, we use the terms “Sera,” “Company,” “we,” “us” and “our” in this Quarterly Report on Form 10-Q to refer to Sera Prognostics, Inc.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•

estimates of our addressable market, market growth, future revenue, key performance indicators, expenses, capital requirements, and our needs for additional financing;

•

our expectations regarding the rate and degree of market acceptance of our products and services, including our PreTRM test;

•

the impact of our PreTRM test, including the results of any studies of the test, on the field of bioinformatics and proteomics and the size and growth of the addressable bioinformatics and proteomics market;

•

our expectations regarding the future use of our PreTRM test based on the PRIME study results and that the PreTRM test has the potential to address a significant unmet need;

•

our ability to obtain funding for our operations;

•

our ability to manage and grow our business and commercialize our PreTRM test;

•

our ability to develop and commercialize new products and services;

•

our ability to retain the continued service of our key professionals and to identify, hire, and retain additional qualified professionals;

•

the pricing and reimbursement of our products and services, including new Current Procedural Terminology codes and their payment rates;

•

the implementation of our business model, strategic plans for our business, products, services, and technology;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

•

regulatory developments in the United States and foreign countries, including changes in U.S. Food and Drug Administration, or FDA, regulation of laboratory-developed tests;

•

developments relating to our competitors and our industry;

•

the accuracy of our estimates regarding expenses, capital requirements, and needs for additional financing;

•

the expected impact of global business, political, and macroeconomic conditions, including inflation, fluctuations in interest rates, and volatile market conditions, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, cybersecurity events, instability in the global banking system, and global events, including regional conflicts around the world, on our business, clinical trials, financial condition, liquidity, and results of operations; and

•

our financial performance.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to new information, actual results or to changes in our expectations, except as required by law.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

SERA PROGNOSTICS, INC.

Condensed Balance Sheets

(unaudited)

(in thousands, except share and per share data)


	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	4,175		$	3,944
Marketable securities		43,226			35,257
Accounts receivable		11			12
Prepaid expenses and other current assets		2,314			1,557
Total current assets		49,726			40,770
Property and equipment, net		1,096			1,149
Long-term marketable securities		39,365			56,579
Intangible assets, net		881			910
Other assets		2,476			2,525
Total assets	$	93,544		$	101,933
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	767		$	862
Accrued and other current liabilities		2,342			3,009
Finance lease obligation, current portion		—			2
Deferred revenue		20,310			20,315
Total current liabilities		23,419			24,188
Operating lease obligation, net of current portion		2,505			2,337
Total liabilities		25,924			26,525
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.0001 par value; 150,000,000 Class A shares authorized; 38,176,089 and 37,976,764 Class A shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; 1,500,000 Class B shares authorized; 967,759 Class B shares issued and outstanding as of March 31, 2026 and December 31, 2025.		4			4
Additional paid-in capital		387,721			386,864
Accumulated other comprehensive income		16			262
Accumulated deficit		(320,121	)		(311,722	)
Total stockholders' equity		67,620			75,408
Total liabilities and stockholders' equity	$	93,544		$	101,933

The accompanying notes are an integral part of the condensed financial statements.

Table of Contents

SERA PROGNOSTICS, INC.

Condensed Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except share and per share data)


	Three Months Ended
	March 31,
	2026			2025
Revenue	$	14		$	38
Operating expenses:
Cost of revenue		42			40
Research and development		3,030			3,334
Selling and marketing		2,012			1,470
General and administrative		4,290			4,444
Total operating expenses		9,374			9,288
Loss from operations		(9,360	)		(9,250	)
Interest expense		(2	)		(4	)
Other income, net		963			1,067
Net loss	$	(8,399	)	$	(8,187	)
Net loss per share, basic and diluted	$	(0.17	)	$	(0.20	)
Weighted-average shares outstanding, basic and diluted		50,258,849			41,968,076
Other comprehensive (loss) income:
Unrealized (loss) gain on available-for-sale debt securities, net of tax	$	(246	)	$	16
Total other comprehensive (loss) income		(246	)		16
Comprehensive loss	$	(8,645	)	$	(8,171	)

The accompanying notes are an integral part of the condensed financial statements.

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SERA PROGNOSTICS, INC.

Condensed Statements of Stockholders’ Equity

(unaudited)

(in thousands, except share data)


							Accumulated
	Common Stock				Additional		Other						Total
	(Class A and B)				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income			Deficit			Equity
Balance as of December 31, 2025		38,944,523	$	4	$	386,864	$	262		$	(311,722	)	$	75,408
Issuance of common stock upon exercise of stock options		12,016		—		22		—			—			22
Issuance of restricted stock units		187,309		—		—		—			—			—
Stock-based compensation expense		—		—		835		—			—			835
Other comprehensive loss		—		—		—		(246	)		—			(246	)
Net loss		—		—		—		—			(8,399	)		(8,399	)
Balance as of March 31, 2026		39,143,848		4		387,721		16			(320,121	)		67,620


							Accumulated
	Common Stock				Additional		Other					Total
	(Class A and B)				Paid-In		Comprehensive		Accumulated			Stockholders'
	Shares		Amount		Capital		Income		Deficit			Equity
Balance as of December 31, 2024		34,174,668	$	3	$	327,534	$	60	$	(279,794	)	$	47,803
Issuance of common stock upon exercise of stock options		45,949		—		47		—		—			47
Issuance of restricted stock units		318,154		—		—		—		—			—
Issuance of common stock and pre-funded warrants, net of issuance costs of $3.9 million		3,125,000		1		53,610		—		—			53,611
Stock-based compensation expense		—		—		1,493		—		—			1,493
Other comprehensive income		—		—		—		16		—			16
Net loss		—		—		—		—		(8,187	)		(8,187	)
Balance as of March 31, 2025		37,663,771	$	4	$	382,684	$	76	$	(287,981	)	$	94,783

The accompanying notes are an integral part of the condensed financial statements.

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SERA PROGNOSTICS, INC.

Condensed Statements of Cash Flows

(unaudited)

(in thousands)


	Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities
Net loss	$	(8,399	)	$	(8,187	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		193			216
Stock-based compensation		835			1,493
Non-cash lease expense		67			149
Non-cash investment income, net		6			10
Other		(16	)		—
Changes in operating assets and liabilities:
Accounts receivable		1			9
Prepaid expenses and other assets		(1,270	)		247
Accounts payable		(70	)		(996	)
Accrued and other current liabilities		(116	)		(492	)
Deferred revenue		(5	)		(2	)
Net cash used in operating activities		(8,774	)		(7,553	)
Cash flows from investing activities
Purchases of marketable securities		(1,007	)		(56,565	)
Proceeds from maturities and sales of marketable securities		10,000			11,766
Purchases of property and equipment		(8	)		(3	)
Net cash provided by (used in) investing activities		8,985			(44,802	)
Cash flows from financing activities
Proceeds from public offering of common stock, net of issuance costs		—			53,610
Proceeds from exercise of stock options		22			47
Finance lease principal payments		(2	)		(115	)
Net cash provided by financing activities		20			53,542
Net increase in cash and cash equivalents		231			1,187
Cash and cash equivalents at beginning of period		3,944			4,043
Cash and cash equivalents at end of period	$	4,175		$	5,230
Supplemental disclosure of cash flow information
Cash paid for interest	$	2		$	4
Supplemental disclosure of non-cash investing and financing information
Purchases of property and equipment in accounts payable and accrued and other current liabilities	$	4		$	256

The accompanying notes are an integral part of the condensed financial statements.

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SERA PROGNOSTICS, INC.

Notes to Condensed Financial Statements

(Unaudited)

1. Description of the Business

Sera Prognostics, Inc. (the “Company”) is a women’s health company utilizing its proprietary proteomics and bioinformatics platform and significant data resources to improve maternal and neonatal health by discovering, developing, and commercializing blood-based biomarker tests and predictive analytic products and services. The Company was incorporated in the State of Delaware on January 17, 2008, and its operations are located in Salt Lake City, Utah, including a Clinical Laboratory Improvement Amendments (“CLIA”)-certified laboratory.

Since its inception, the Company’s activities have consisted of performing research and development and conducting clinical studies for its pipeline products and services, acquiring product rights, raising capital, establishing facilities, and organizing commercial operations to market its testing and analytics products, primarily the PreTRM test.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The unaudited interim condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2025, and, in the opinion of the Company’s management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the Company’s financial results. The balance sheet as of December 31, 2025, has been derived from the audited financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. The results of the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026, or any other period.

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. The Company evaluates these estimates on an ongoing basis. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates.

The Company’s financial statements as of and for the three months ended March 31, 2026 reflect the Company’s estimates of the impact of the current macroeconomic environment, including the impact of fluctuations in inflation and interest rates. The extent to which these conditions will directly or indirectly impact the Company’s business, results of operations, and financial condition is uncertain. The Company is not aware of any specific event or circumstance that would require an update to its estimates, judgments and assumptions or a revision of the carrying value of the Company’s assets or liabilities as of the date of this filing.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASC Subtopic 220-40)—Disaggregation of Income Statement Expenses, which enhances the transparency and comparability of financial statements by requiring companies to disclose more granular information about expense components. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning

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after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statements and related disclosures.

3. Cash, Cash Equivalents and Marketable Securities

The Company’s cash and cash equivalents as of March 31, 2026 and December 31, 2025, were as follows (in thousands):


	March 31,		December 31,
	2026		2025
Cash and cash equivalents:
Cash	$	599	$	1,816
Money market funds		3,576		2,128
Total cash and cash equivalents	$	4,175	$	3,944

The Company has classified its marketable securities as available-for-sale. The Company’s marketable securities by major security type as of March 31, 2026 and December 31, 2025, were as follows (in thousands):


	March 31, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Current marketable securities:
Commercial paper		984		—		(1	)		983
Corporate debt securities		39,289		34		(8	)		39,315
U.S. federal agency securities		2,935		—		(7	)		2,928
Total current marketable securities		43,208		34		(16	)		43,226
Long-term marketable securities:
Corporate debt securities		30,795		24		(25	)		30,794
Municipal debt securities		5,603		2		(2	)		5,603
U.S. federal agency securities		2,969		—		(1	)		2,968
Total long-term marketable securities		39,367		26		(28	)		39,365
Total marketable securities	$	82,575	$	60	$	(44	)	$	82,591


	December 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Current marketable securities:
Commercial paper		975		—		—			975
Corporate debt securities		31,128		83		—			31,211
Municipal debt securities		3,070		1		—			3,071
Total current marketable securities		35,173		84		—			35,257
Long-term marketable securities:
Corporate debt securities		44,926		160		(8	)		45,078
Municipal debt securities		5,607		24		—			5,631
U.S. federal agency securities		5,868		2		—			5,870
Total long-term marketable securities		56,401		186		(8	)		56,579
Total marketable securities	$	91,574	$	270	$	(8	)	$	91,836

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The following tables summarize the Company’s available-for-sale debt securities with unrealized losses as of March 31, 2026 and December 31, 2025, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in thousands):


	March 31, 2026
	Less than 12 months					12 months or greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Commercial paper	$	983	$	(1	)	$	—	$	—		$	983	$	(1	)
Corporate debt securities		27,477		(33	)		—		—			27,477		(33	)
U.S. federal agency securities		2,968		(1	)		2,928		(7	)		5,896		(8	)
Municipal debt securities		2,502		(2	)		—		—			2,502		(2	)
Total	$	33,930	$	(37	)	$	2,928	$	(7	)	$	36,858	$	(44	)


	December 31, 2025
	Less than 12 months					12 months or greater				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities		13,362		(8	)		—		—		13,362		(8	)
Total	$	13,362	$	(8	)	$	—	$	—	$	13,362	$	(8	)

As of March 31, 2026 and December 31, 2025, the Company had not recorded any allowance for credit losses related to its available-for-sale securities. The Company attributes the declines in the fair value of its available-for-sale securities to normal market and interest rate fluctuations. The declines in fair value are not attributed to declines in credit quality. The Company does not intend to sell investments while they are in an unrealized loss position and does not believe that it is more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. All of the Company’s investments mature in less than three years.

The Company’s marketable securities classified by contractual maturities as of March 31, 2026, were as follows (in thousands):


	Amortized Cost		Fair Value
Due within one year	$	43,208	$	43,226
Due after one year through five years		39,367		39,365
Total	$	82,575	$	82,591

4. Property and Equipment

The following table presents the components of property and equipment, net, as of March 31, 2026 and December 31, 2025 (in thousands):


	March 31,			December 31,
	2026			2025
Laboratory equipment	$	5,567		$	5,734
Computer equipment		1,276			1,390
Leasehold improvements		872			772
Software		1,452			1,452
Furniture and fixtures		320			320
Total property and equipment		9,487			9,668
Less accumulated depreciation and amortization		(8,391	)		(8,519	)
Property and equipment, net	$	1,096		$	1,149

Depreciation and amortization expense was $0.2 million for each of the three months ended March 31, 2026 and 2025.

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5. Intangible Assets, Net

The following table summarizes intangible assets, net as of March 31, 2026 and December 31, 2025 (in thousands):


	March 31, 2026							December 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Domain names	$	697	$	—		$	697	$	697	$	—		$	697
Definite-lived intangible assets:
Software developed for sale		348		(164	)		184		348		(135	)		213
Total intangible assets	$	1,045	$	(164	)	$	881	$	1,045	$	(135	)	$	910

The Company’s software developed for sale was placed in service in November 2024 and is being amortized on a straight-line basis over a three-year useful life. Amortization expense was $29 thousand for each of the three months ended March 31, 2026 and 2025, and is recorded in cost of revenue.

6. Accrued and Other Current Liabilities

The following table presents the components of accrued and other current liabilities as of March 31, 2026 and December 31, 2025 (in thousands):


	March 31,		December 31,
	2026		2025
Accrued compensation	$	552	$	2,088
Accrued vacation		594		476
Accrued legal expenses		342		125
Other current liabilities		854		320
Total accrued and other current liabilities	$	2,342	$	3,009

7. Other Income, Net

The following table presents the components of other income, net, for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended
	March 31,
	2026		2025
Interest income	$	937	$	921
Investment income, net		26		146
Other income, net	$	963	$	1,067

8. Fair Value Measurements

As of March 31, 2026 and December 31, 2025, the carrying amounts of the Company’s receivables, prepaid and other current assets, accounts payable, and accrued and other current liabilities approximate their fair values, principally due to the short-term nature of the assets and liabilities. The recorded values of the finance leases approximate fair value as the interest rates approximate market interest rates.

Money market funds are highly liquid investments and are actively traded. The pricing information on money market funds is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

U.S. government agency bonds, commercial paper, corporate debt securities, and municipal debt securities are measured at fair value using Level 2 inputs. The Company reviews trading activity and pricing for these investments as of each measurement date.

The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an

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orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are as follows:

Level 1 inputs are observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly or quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs are unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions.

The following table shows the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands) as of March 31, 2026:


	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	3,576	$	—	$	—
Marketable securities:
Commercial paper		—		983		—
Corporate debt securities		—		70,109		—
Municipal debt securities		—		5,603		—
U.S. federal agency securities		—		5,896		—
Total assets	$	3,576	$	82,591	$	—

The following table shows the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands) as of December 31, 2025:


	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	2,128	$	—	$	—
Marketable securities:
Commercial paper		—		975		—
Corporate debt securities		—		76,289		—
Municipal debt securities		—		8,702		—
U.S. federal agency securities		—		5,870		—
Total assets	$	2,128	$	91,836	$	—

9. Related Party Transactions

Commercial Collaboration Agreement

In June 2019, the Company entered into a master services agreement with Carelon Research, a subsidiary of Elevance Health, Inc. (“Elevance Health”). This agreement covers a range of research projects, including Carelon Research’s role as a contract research organization for the Prematurity Risk Assessment Combined With Clinical Interventions for Improving Neonatal outcoMEs (“PRIME”) study. The Company paid fees related to this agreement of $39 thousand and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, which were recorded in research and development expenses in the Company’s condensed statements of operations and comprehensive loss. In November 2020, the Company entered into a Laboratory Services Agreement with Elevance Health related to the PRIME study. This agreement provides a contracted rate for certain tests performed pursuant to the study. In December 2023, enrollment in the PRIME study was stopped due to efficacy, and as such, there was no revenue recognized related to this agreement for the three months ended March 31, 2026 and 2025.

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In February 2021, the Company entered into a commercial collaboration agreement with Elevance Health and its affiliates (the “Commercial Collaboration Agreement”). The Commercial Collaboration Agreement provides defined payment within a defined period for use of the PreTRM test within Elevance Health’s network of covered members. Pursuant to the Commercial Collaboration Agreement, Elevance Health agreed to purchase a certain minimum number of tests for each of the first three years of the term of the agreement. Additionally, Elevance Health agreed to pay a certain minimum amount per year for the first three years of the term of the Commercial Collaboration Agreement. Such minimum payments were initially recorded as deferred revenue and are recognized as revenue when the Company delivers PreTRM test results to Elevance Health patients pursuant to the Commercial Collaboration Agreement. The Company also agreed to develop a sales, marketing, and customer service program, and to provide training and marketing to duly licensed physicians specializing in obstetrics and gynecology or family medicine, or licensed nurse midwives, at the reasonable request of Elevance Health. Unless earlier terminated due to breach, the Commercial Collaboration Agreement will remain in effect until the later of (a) the third anniversary of the effective date or (b) the date on which Elevance Health has purchased a fixed number of PreTRM tests as agreed by the parties.

The Commercial Collaboration Agreement with Elevance Health is considered to be within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”), as the parties are active participants and exposed to the risks and rewards of the collaborative activity. The Company determined the PreTRM tests to be a performance obligation for which Elevance Health is a customer and a unit of account within the scope of ASC 606. The associated transaction price is based on the contractual minimum number of tests and the agreed upon defined payment amount per test. The transaction price was allocated to this single performance obligation, which will be recognized upon delivery of test results expected to occur over the term of the agreement. All other items promised to Elevance Health are immaterial in the context of the Commercial Collaboration Agreement. There were no material revenues related to the Commercial Collaboration Agreement for the three months ended March 31, 2026 and 2025.

Public Offering

As part of the underwritten public offering in February 2025 described in Note 10—Capital Structure, entities affiliated with one of the Company’s principal stockholders purchased Pre-Funded Warrants to purchase an aggregate of up to 11,250,000 shares of Class A common stock, at a public offering price of $3.9999 per Pre-Funded Warrant. One of the Company’s other principal stockholders purchased an aggregate of 625,000 shares of Class A common stock in the public offering at a public offering price of $4.00 per share.

10. Capital Structure

The Company has two authorized classes of common stock, Class A and Class B. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote, and shares of Class B common stock are non-voting. Each share of Class B common stock may be converted at any time to one share of Class A common stock at the option of its holder, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation, as amended.

On February 12, 2025, the Company completed an underwritten public offering (the "February 2025 Offering") in which the Company issued and sold 1,250,000 shares of the Company’s Class A common stock at a price of $4.00 per share (the “Firm Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 11,250,000 shares of the Company’s Class A common stock at an offering price of $3.9999 per Pre-Funded Warrant, which represents the per share offering price for the Firm Shares less the $0.0001 per share exercise price for each Pre-Funded Warrant. These Pre-Funded Warrants were recorded as a component of shareholders’ equity within additional paid-in capital. The gross proceeds to the Company from the February 2025 Offering were $50.0 million before deducting underwriting discounts and commissions and other offering expenses. The net proceeds to the Company from the February 2025 Offering were approximately $46.6 million, after deducting underwriting commissions of $3.0 million and offering expenses of $0.4 million. The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of Class A common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company.

On February 14, 2025, the Company issued and sold an additional 1,875,000 shares of Class A common stock at a price of $4.00 per share upon the representatives of the underwriters’ exercise of their option in full on February 13, 2025 to purchase additional shares, which increased the aggregate number of shares of Class A common stock sold in the February 2025 Offering to 3,125,000. The Company’s aggregate gross proceeds from the February 2025 Offering were $57.5 million, before deducting underwriting discounts and commissions and offering expenses, $7.5 million of which relates to the full exercise of the underwriters’ option. The Company’s aggregate net proceeds from the February 2025 Offering were $53.6 million, after deducting underwriting discounts and commissions of $3.5 million and offering expenses of $0.4 million, $7.0 million of which relates to the full exercise of the underwriters’ option.

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On March 18, 2026, the Company entered into an at-the-market (“ATM”) sales agreement (the “2026 ATM Sales Agreement”) with William Blair & Company, L.L.C. (“William Blair”) and terminated the Company’s 2024 sales agreement. This 2026 ATM Sales Agreement utilizes the available capacity under the Company’s existing Form S-3 shelf registration statement filed in August 2024 and is the subject of a prospectus supplement dated March 18, 2026. The Company is not obligated to make any sales of Class A common stock under the 2026 ATM Sales Agreement but may make sales under the ATM program at its discretion based on market conditions. No sales occurred under our prior ATM sales program. Under the 2026 ATM Sales Agreement, the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, having an aggregate offering price of up to $40.0 million through William Blair, as sales agent.

The following shares of Class A common stock were reserved for future issuance:


	March 31,		December 31,
	2026		2025
Warrants to purchase Class A common stock		13,896,247		13,896,247
Options to purchase Class A common stock		7,155,703		6,524,279
Restricted stock units outstanding		2,444,444		1,470,876
Class A common stock available for future grants under the 2021 Equity Incentive Plan		1,295,905		1,581,152
Class A common stock available for future grants under the 2021 Employee Stock Purchase Plan		1,695,058		1,315,291
Total		26,487,357		24,787,845

11. Stock-Based Compensation

Equity Incentive Plans

In November 2011, the Company established the 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”) and reserved shares of the Company’s common stock for sale and issuance under the 2011 Plan. Options granted under the 2011 Plan generally vest over a four-year period and generally expire ten years from the date of grant. Options are exercisable only to the extent vested. The 2011 Plan terminated in November 2021, and accordingly, no additional shares are available for grant under the 2011 Plan. The 2011 Plan continues to govern outstanding awards granted under the 2011 Plan.

The 2021 Equity Incentive Plan (the “2021 Plan”) was established in July 2021. The 2021 Plan provides for the grant of incentive and non-statutory stock options as well as other stock rights to employees, directors, and consultants of the Company. Options generally vest over a four-year period, are exercisable only to the extent vested, and generally expire ten years from the date of grant. Restricted stock units (“RSUs”) generally vest over either a two-year or a four-year period. The 2021 Plan includes provisions for annual automatic increases to the number of shares of Class A common stock reserved for issuance under the 2021 Plan. In addition, any shares that otherwise would be returned to the 2011 Plan as a result of the expiration or cancellation of stock options may be added to the 2021 Plan. As of March 31, 2026, there were 1,295,905 shares of the Company’s Class A common stock that were available for future grants under the 2021 Plan.

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was established in July 2021. The 2021 ESPP includes provisions for annual automatic increases to the number of shares of Class A common stock reserved for issuance under the 2021 ESPP. As of March 31, 2026, there were 1,695,058 shares of the Company’s Class A common stock that were available for future grants under the 2021 ESPP.

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Stock Options

Unless otherwise noted, references to “options” in the subsequent disclosures, refer to the combined incentive and non-statutory stock options issued as employee and non-employee stock-based compensation, and authorized under the 2011 Plan and the 2021 Plan. The following table summarizes information about these options granted and outstanding:


	Number of Shares Subject to Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value (In Thousands)
Outstanding – December 31, 2025		6,524,279		$	3.88		5.8	$	3,353
Granted		663,232			1.99
Expired		(721	)		1.62
Cancelled		(19,071	)		4.09
Exercised		(12,016	)		1.82
Outstanding – March 31, 2026		7,155,703		$	3.71		6.0	$	925
Vested and expected to vest at March 31, 2026		6,881,680		$	3.75		5.9	$	916
Vested and exercisable at March 31, 2026		5,785,313		$	3.93		5.2	$	866

RSUs

The following table summarizes information about RSUs granted and outstanding under the 2021 Plan:


	Number of Awards			Weighted-Average Grant Date Fair Value
Outstanding – December 31, 2025		1,470,876		$	3.27
Granted		1,184,250			1.99
Forfeited		(23,373	)		5.26
Vested		(187,309	)		3.13
Outstanding – March 31, 2026		2,444,444		$	2.64

Stock-Based Compensation Expense

The following table presents the impact of stock-based compensation expense in the statements of operations for the periods indicated (in thousands):


	Three Months Ended
	March 31,
	2026		2025
Research and development expense	$	268	$	456
Selling and marketing expense		71		99
General and administrative expense		496		938
Total employee stock-based compensation	$	835	$	1,493

The information about unrecognized stock-based compensation expense for outstanding unvested stock options and RSUs as of March 31, 2026, was as follows (in thousands, except years):


	Unrecognized Stock-Based Compensation Expense		Weighted-Average Period of Recognition (in years)
Stock Options	$	1,899		3.1
RSUs		4,867		3.1
Total unrecognized stock-based compensation expense	$	6,766

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12. Warrants

All outstanding common stock warrants were exercisable immediately when granted and are exercisable for shares of Class A common stock. The Company’s common stock warrants outstanding were as follows:


		Number of Warrants Outstanding as of:
Exercise Price		March 31, 2026		December 31, 2025
$	0.0001		11,250,000		11,250,000
	9.03		969,275		969,275
	10.84		946,666		946,666
	12.38		8,083		8,083
	20.77		722,223		722,223
			13,896,247		13,896,247

13. Commitments and Contingencies

Leases

The Company is the lessee in all of its lease arrangements. The Company did not enter into any leases with related parties during the presented periods. The Company makes assumptions and judgments when assessing contracts for lease components, determining lease classifications, and calculating right-of-use asset and lease liability values. These assumptions and judgments may include the useful lives and fair values of the leased assets, the implicit rate underlying the Company’s leases, the Company’s incremental borrowing rate or the Company’s intent to exercise or not exercise options available in lease contracts.

Operating Leases

In September 2025, the Company entered into the fourth amendment to its single non-cancelable operating lease with Eastland Regency, L.C. to extend the current term of its office lease through June 30, 2034 and has redesigned its use of the facility to reduce its total leased space to approximately 20,400 square feet of office and laboratory space. The implicit rate provided in the Company’s operating lease is not readily determinable. As such, the Company uses its incremental borrowing rate to calculate the present value of its operating lease liabilities. The amended lease includes a termination right that permits the Company to terminate the lease if it moves to another space of at least 30,000 square feet that is managed by the landlord of its current office space. The Company does not have sufficient information at this time to determine if or when it will exercise the termination right but may exercise the termination right at such point that the Company determines it needs to expand into additional space.

Finance Leases

The Company leases certain equipment related to its information technology infrastructure and laboratory operations. All of the Company’s current finance leases include bargain purchase options that the Company is reasonably certain to exercise. The Company has elected not to separate lease and non-lease components for its equipment leases. The rates implicit in the Company’s finance leases are determinable, and the Company uses those rates to calculate the present value of its finance lease liabilities.

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Lease Financial Information

The following table shows right-of-use assets and lease liabilities and the associated financial statement line items as of March 31, 2026 and December 31, 2025 (in thousands):


		March 31,		December 31,
Lease-Related Assets and Liabilities	Financial Statement Line Items	2026		2025
Right-of-use assets:
Operating leases	Other assets	$	2,353	$	2,402
Finance leases	Property and equipment, net		306		385
Total right-of-use assets		$	2,659	$	2,787

Lease liabilities:
Operating leases	Operating lease obligation, net of current portion		2,505		2,337
Finance leases	Finance lease obligation, current portion		—		2
Total lease liabilities		$	2,505	$	2,339

Lease costs and other information consisted of the following (in thousands, except terms and rates):


	Three Months Ended
	March 31,
	2026			2025
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	78		$	78
Interest on lease liabilities		—			2
Operating lease cost		117			159
Total lease cost	$	195		$	239

Other information
Finance leases:
Operating cash outflows	$	—		$	2
Financing cash outflows	$	2		$	115
Weighted-average remaining lease term (in years)		—			0.3
Weighted-average discount rate		0.0	%		7.1	%
Operating leases:
Operating cash outflows	$	—		$	166
Right-of-use assets obtained in exchange for lease liabilities	$	17		$	—
Weighted-average remaining lease term (in years)		8.3			0.8
Weighted-average discount rate		8.8	%		7.5	%

Future minimum lease payments for the Company’s leases as of March 31, 2026, were as follows (in thousands):


	Operating Leases
2026	$	280
2027		576
2028		594
2029		611
2030		630
Thereafter		2,359
Total minimum lease payments		5,050
Less: imputed interest		(1,524	)
Less: lease incentives		(1,021	)
Present value of future lease payments		2,505
Less: current portion		—
Long-term portion	$	2,505

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Indemnification

The Company has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is or was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company purchases director and officer insurance coverage that provides for corporate reimbursements of covered obligations that limits the Company’s exposure and enables it to recover a portion of potential future amounts paid. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these obligations are not capped but are conditional to the unique facts and circumstances involved. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2026 and December 31, 2025. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

Legal Matters

The Company is not currently a party to any material litigation or other material legal proceedings. The Company may, from time to time, be involved in various legal proceedings arising from the normal course of business activities, and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows, or financial position.

14. Net Loss Per Share

The Company calculates net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock and pre-funded warrants outstanding for the period, without consideration of potential dilutive securities. The Pre-Funded Warrants are considered outstanding for the purposes of computing basic and diluted net loss per share because shares may be issued for little or no additional consideration and were fully exercisable after the original issuance date of the Pre-Funded Warrants.

Diluted net loss per share is calculated by dividing the net loss by the sum of the shares used to calculate basic net loss per share plus potential dilutive securities outstanding during the period. For periods in which the Company reports a net loss, all potentially dilutive shares are anti-dilutive and are therefore excluded from the calculation of diluted net loss per share. For each of the three months ended March 31, 2026 and 2025, the Company reported net losses and as such, basic and diluted net loss per share are the same.

As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportionate basis and the resulting amount per share for Class A and Class B common stock was the same for the three months ended March 31, 2026 and 2025.

The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because their impact would have been anti-dilutive:


	March 31,
	2026		2025
Warrants to purchase Class A common stock		2,646,247		2,646,247
Options to purchase Class A common stock		7,155,703		6,569,511
Restricted stock units outstanding		2,444,444		2,031,395
Total		12,246,394		11,247,153

15. Segment Information

The Company operates as one operating segment, which is developing and commercializing its medical diagnostic products and services. The Company’s Chief Operating Decision Maker ("CODM"), its chief executive officer, assesses performance for the Company’s one operating segment and allocates resources based on net loss, consistent with what is reported on the statements of operations and comprehensive loss. The CODM also assesses the performance of the Company’s one operating segment by using operating expenses to monitor budget versus actual results.

The Company’s revenue was generated in the U.S. for all periods presented and its assets are all located in the United States. Since the Company operates as one operating segment, total segment assets are equivalent to total assets reported on the condensed balance sheets.

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The following table presents segment information for revenue, significant segment expenses, and net loss, as regularly provided to the CODM, for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended
	March 31,
	2026			2025
Revenue	$	14		$	38
Less:
Cost of revenue		42			40
Payroll related expenses		4,598			3,900
Consulting and professional fees		1,923			1,833
Stock-based compensation expense		835			1,493
Equipment, lab supplies, and facility expenses		313			369
Clinical studies and outside processing		122			287
Depreciation and amortization(1)		164			187
Other segment items(2)		1,377			1,179
Loss from operations		(9,360	)		(9,250	)
Interest expense		(2	)		(4	)
Other income, net		963			1,067
Net loss	$	(8,399	)	$	(8,187	)

(1)

Certain amortization amounts are included within cost of revenue.

(2)

Other segment items consist primarily of insurance costs, IT services, travel expenses, marketing expenses, taxes, and other miscellaneous expenses.

16. Subsequent Events

As part of its transition from a clinical-stage company to a commercial organization, the Company recently completed a comprehensive business review to reallocate investment from research and development toward its reimbursement-focused commercialization of PreTRM and to right size its operating expenses. As a result, on May 6, 2026, the Company adopted operational changes to concentrate resources on the continued, disciplined commercialization of the PreTRM test by prioritizing resources toward payer engagement, market access, and clinical adoption, while reducing operating expenses in areas that are non-core to these commercialization activities. As part of these changes, the Company reduced its workforce by 14 full-time employees, or approximately 18% of its workforce. The Company estimates it will incur approximately $1.3 million in costs related to severance pay and other termination benefits, the majority of which will be incurred in the second and third quarters of 2026.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Investors and others should note that we routinely use the Investors section of our website to announce material information to investors and the marketplace. While not all of the information that we post on the Investors section of our website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in us to review the information that we share on the Investors section of our website, investors.seraprognostics.com.

Overview

We are a women’s health company utilizing our proprietary proteomics and bioinformatics platform and significant data resources to improve maternal and neonatal health by discovering, developing, and commercializing blood-based biomarker tests and predictive analytic products and services. Our vision is to become the global leader in hi

SERA PROGNOSTICS, INC. 10-Q