SCHEDULE 13D/A: Chione Ltd. and Affiliates Increase Stake in Sera Prognostics to 7.6% Following Public Offering Acquisition

Chione Ltd. and its associated reporting persons have increased their beneficial ownership in Sera Prognostics, Inc. to 7.6% of Class A Common Stock through a recent acquisition of 625,000 shares in a public offering.

Summary

• This document is Amendment No. 1 to a Schedule 13D filing, updating the beneficial ownership of Sera Prognostics, Inc. (SPI) securities by Chione Ltd. and associated individuals: Marcin Czernik, Andreas Hadjimichael, Anastasis Nikolaou, and Wiaczeslaw Smolokowski.
• The Reporting Persons collectively beneficially own 2,605,351 shares of SPI's Class A Common Stock, representing approximately 7.6% of the outstanding Class A Common Stock.
• This percentage is based on 34,024,950 shares of Class A Common Stock issued and outstanding as of February 11, 2025, according to SPI's prospectus.
• The shares beneficially owned by the Reporting Persons represent 7.4% of SPI's total outstanding Common Stock, which includes both Class A and Class B Common Stock.
• On February 12, 2025, Chione Ltd. acquired an additional 625,000 shares of Class A Common Stock from the underwriters in SPI's public offering, which had closed on February 11, 2025.
• The acquisition was made at the public offering price of $4.00 per share, totaling an aggregate purchase price of $2.5 million, funded by Chione's working capital.
• The filing also includes Limited Powers of Attorney granted by Marcin Czernik, Andreas Hadjimichael, Anastasis Nikolaou, and Wiaczeslaw Smolokowski to Shalom Leaf, authorizing him to execute and file SEC reports related to their beneficial ownership in SPI.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it's a factual disclosure of ownership. The increase in stake by a significant shareholder could be seen as mildly positive, indicating continued confidence, but it doesn't provide new operational or financial performance data.

Positives

• The increased stake by a significant shareholder group (Chione Ltd. and affiliates) indicates continued confidence in Sera Prognostics, Inc.
• The acquisition of shares from a public offering suggests participation in a broader capital market event for Sera Prognostics, Inc.

Future Outlook

The document does not contain specific forward-looking statements or guidance regarding Sera Prognostics, Inc.'s future operations or financial performance. It primarily details changes in beneficial ownership and related administrative authorizations.

Management Comments

• "The undersigned acknowledges that said attorney-in-fact is not assuming any of my responsibilities to comply with the Exchange Act."
• "Said attorney-in-fact may (i) act in reliance upon the signature below; and (ii) assume that any person, whether as an individual or as a person who has been designated by the Company or SPI or any other person to give any written instructions, notice or receipt, or make any statements in connection with the foregoing matters (or any of them) has been duly authorized to do so."
• "Said attorney-in-fact shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures or instructions."

Industry Context

This filing reflects an increase in a significant shareholder's stake in Sera Prognostics, Inc., a company likely operating in the healthcare or biotechnology sector given its name. The acquisition of shares from a public offering indicates the company recently engaged in a capital-raising event, which is a common practice across industries for growth or operational funding.

Comparison to Industry Standards

• The document does not provide sufficient operational or financial data for a direct comparison to industry standards or specific comparable companies/projects. It focuses solely on beneficial ownership and a recent share acquisition.

Corporate Governance

Stakeholder Impact

• Shareholders: The increased stake by a significant shareholder group could be viewed positively, signaling confidence in the company.
• Management (Sera Prognostics, Inc.): Awareness of a significant and active shareholder group with a substantial ownership stake.

Next Steps

• The Limited Power of Attorney remains in effect until February 13, 2026, for future SEC filings related to beneficial ownership, unless revoked earlier.

Key Dates

Keywords

Sera Prognostics Inc., SPI, Chione Ltd., Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Public Offering, Share Acquisition, SEC Filing, Investment, Shareholder Stake, Marcin Czernik, Andreas Hadjimichael, Anastasis Nikolaou, Wiaczeslaw Smolokowski