SERA PROGNOSTICS, INC. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported on the Current Report on Form 8-K filed by Sera Prognostics, Inc. (the "Company") on May 15, 2023, Gregory C. Critchfield, M.D., M.S. notified the Company of his intention to retire from the position of President and Chief Executive Officer of the Company and Chairman of the Board of Directors, effective as of June 8, 2023 (the "Retirement Date"). On May 15, 2023 (the "Effective Date"), the Company entered into a Retirement and Transition Agreement with Dr. Critchfield (the "Transition Agreement") that provides the Company will pay Dr. Critchfield, in consideration for, among other things, his compliance with certain restrictive covenants, including customary non-compete and non-solicitation covenants, and a typical release of claims, (i) severance pay equal to $584,000, or one year of his current annual base salary, and (ii) his pro rata bonus for calendar year 2023 in an amount equal to $131,400. Furthermore, any unvested portion of the stock options and other stock-based equity awards held by Dr. Critchfield are immediately forfeited as of the Effective Date and cease to vest as of the Effective Date, provided that any stock options that have vested as of the Effective Date will remain exercisable by Dr. Critchfield for the balance of the remaining term of such option grant. Mr. Critchfield is also entitled to continued health insurance coverage for the lesser of (i) the duration of such coverage under COBRA, (ii) until the date Dr. Critchfield becomes eligible to receive health insurance in connection with new employment or self-employment, or (iii) 12 months following the Retirement Date. The Transition Agreement also includes other customary provisions.

The foregoing is a summary description of the terms and conditions of the Transition Agreement and is qualified in its entirety by reference to the Transition Agreement, a copy of which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2023.