Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 2월 2024 - 7:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
Sera Prognostics, Inc.
(Name of Issuer)
Class A common stock, $ 0.0001
par value per share
(Title of Class of Securities)
81749D107
(CUSIP Number)
December 31, 2023
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* | The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 |
NAMES
OF REPORTING PERSONS |
Vivo
Capital Fund IX, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (See Instructions) |
(a) ☐ |
(b) ☒ |
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER |
1,650,440
(1) |
6 |
SHARED VOTING POWER |
0 |
7 |
SOLE DISPOSITIVE POWER |
1,650,440
(1) |
8 |
SHARED DISPOSITIVE POWER |
0 |
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,650,440
(1) |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
5.4%
(2) |
12 |
TYPE OF REPORTING PERSON (See
Instructions) |
PN |
(1) | The shares of Class A common stock, par value $0.0001 per share of Sera Prognostics, Inc . (the “Issuer”) are held of
record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. |
| |
(2) | Based upon 30,368,753 shares of the Issuer’s Class A common stock outstanding as of November 3, 2023, as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023. |
1 |
NAMES
OF REPORTING PERSONS |
Vivo
Capital IX, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (See Instructions) |
(a) ☐ |
(b) ☒ |
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER |
1,650,440
(1) |
6 |
SHARED VOTING POWER |
0 |
7 |
SOLE DISPOSITIVE POWER |
1,650,440
(1) |
8 |
SHARED DISPOSITIVE POWER |
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
1,650,440
(1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) |
5.4%
(2) |
12 |
TYPE OF REPORTING PERSON (See
Instructions) |
OO |
| (1) | The shares of Class A common stock, $0.0001 par value per share of the Issuer are held of record by Vivo Capital Fund IX, L.P. Vivo
Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. |
| (2) | Based upon 30,368,753 shares of the Issuer’s Class A common stock outstanding as of November 3, 2023, as reported
in the Issuer’s Form 10-Q filed with the SEC on November 8, 2023. |
Item 1. | (a) |
Name of Issuer: |
Sera Prognostics,
Inc.
| (b) | Address of Issuer's Principal Executive Offices: |
2749
E Parleys Way, Suite 200,
Salt
Lake City, UT 84109
Item 2. |
(a) | Name of Person Filing: |
Vivo Capital
Fund IX, L.P.
Vivo Capital
IX, LLC
| (b) | Address of Principal Business Office or, if None, Residence: |
192 Lytton
Avenue, Palo Alto, CA 94301
Vivo Capital
IX, LLC is a Delaware limited liability company.
Vivo Capital
Fund IX, L.P. is a Delaware limited partnership.
| (d) | Title of Class of Securities: |
Class A
common stock, $0.0001 par value per share
81749D107
Item 3. | If This Statement is Filed Pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c),
Check Whether the Person Filing is a: |
| (a) | ☐ |
Broker or dealer registered under Section 15 of the Act. |
| (b) | ☐ |
Bank as defined in Section 3(a)(6) of the Act. |
| (c) | ☐ |
Insurance company as defined in Section 3(a)(19) of the Act. |
| (d) | ☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | ☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ |
A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G); |
| (h) | ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ |
Group, in accordance with § 240.13d-1(b)(l)(ii)(K). |
If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________
Not Applicable.
| (a) | Amount beneficially
owned: |
The1,650,440
shares of Class A common stock are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital
Fund IX, L.P.
5.4%
| (c) | Number of shares as
to which such person has: |
| (i) | Sole
power to vote or to direct the vote: |
1,650,440
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: |
1,650,440
| (iv) | Shared
power to dispose of or to direct the disposition of: 0 |
Item 5. | Ownership
of Five Percent or Less of a Class. |
Not
Applicable.
Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
Applicable.
Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not
Applicable.
Item 8. | Identification
and Classification of Members of the Group. |
Not
applicable.
Item 9. | Notice
of Dissolution of Group. |
Not
applicable.
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Vivo Capital Fund IX, L.P. |
|
|
|
February 13, 2024 |
|
(Date) |
|
|
|
/s/ Frank Kung |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
|
Vivo Capital IX, LLC |
|
|
|
February 13, 2024 |
|
(Date) |
|
|
|
/s/ Frank Kung |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
6
Sera Prognostics (NASDAQ:SERA)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Sera Prognostics (NASDAQ:SERA)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024