Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Sera Prognostics, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
81749D107 (CUSIP Number) |
Shalom Leaf, Esq. 825 West End Avenue, 8A, New York, NY, 10025 (917) 922-8719 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 81749D107 |
| 1 |
Name of reporting person
Chione Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,605,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 81749D107 |
| 1 |
Name of reporting person
Marcin Czernik | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
POLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,605,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 81749D107 |
| 1 |
Name of reporting person
Andreas Hadjimichael | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,605,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 81749D107 |
| 1 |
Name of reporting person
Anastasis Nikolaou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,605,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 81749D107 |
| 1 |
Name of reporting person
Wiaczeslaw Smolokowski | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,605,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Sera Prognostics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2749 E. PARLEYS WAY, Suite 200, Salt Lake City,
UTAH
, 84109. | |
Item 1 Comment:
Explanatory NoteThis Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on July 26, 2021 by each of the following persons (collectively, the "Reporting Persons"): (i) Chione Ltd. ("Chione"), (ii) Marcin Czernik, (iii) Andreas Hadjimichael, (iv) Anastasis Nikolaou, and (v) Wiaczeslaw Smolokowski. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | 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 ac
quired 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. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 24.1 - Power of Attorney, dated February 13, 2025, made by Marcin Czernik and Chione Ltd. in favor of Shalom LeafExhibit 24.2 - Power of Attorney, dated February 13, 2025, made by Andreas Hadjimichael and Chione Ltd. in favor of Shalom LeafExhibit 24.3 - Power of Attorney, dated February 13, 2025, made by Anastasis Nikolaou and Chione Ltd. in favor of Shalom LeafExhibit 24.4 - Power of Attorney, dated February 13, 2025, made by Wiaczeslaw Smolokowski in favor of Shalom LeafExhibit 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) | ||
| 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.
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