Seres Therapeutics Terminates Nestle Health Science Agreement

Ticker: MCRB · Form: 8-K · Filed: Oct 1, 2024 · CIK: 1609809

Seres Therapeutics, Inc. 8-K Filing Summary
FieldDetail
CompanySeres Therapeutics, Inc. (MCRB)
Form Type8-K
Filed DateOct 1, 2024
Risk Levelmedium
Pages11
Reading Time13 min
Key Dollar Amounts$0.001, $1, $15 million, $250.0 million, $110.0 million
Sentimentneutral

Sentiment: neutral

Topics: agreement-termination, acquisition-disposition, equity-sale

TL;DR

Seres Therapeutics just terminated its deal with Nestle Health Science, watch for equity sales.

AI Summary

On September 30, 2024, Seres Therapeutics, Inc. announced the termination of its material definitive agreement with Nestle Health Science. This termination is related to the completion of an acquisition or disposition of assets, and also involves unregistered sales of equity securities.

Why It Matters

The termination of this agreement could impact Seres Therapeutics' strategic partnerships and financial outlook, potentially affecting its ongoing research and development efforts.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and related asset disposition/equity sales indicate significant corporate activity that could carry financial and strategic risks.

Key Players & Entities

  • Seres Therapeutics, Inc. (company) — Registrant
  • Nestle Health Science (company) — Party to terminated agreement
  • September 30, 2024 (date) — Date of earliest event reported

FAQ

What was the specific material definitive agreement terminated between Seres Therapeutics and Nestle Health Science?

The filing indicates the termination of a material definitive agreement, but does not specify the exact nature or name of the agreement in the provided text.

What is the reason for the termination of the agreement?

The filing states the termination is related to the completion of an acquisition or disposition of assets, but does not provide further details on the specific cause.

Were there any unregistered sales of equity securities involved in this event?

Yes, the filing lists 'Unregistered Sales of Equity Securities' as an item information, indicating such sales occurred in connection with these events.

What is the significance of the 'Completion of Acquisition or Disposition of Assets' item?

This item suggests that Seres Therapeutics has completed a transaction involving the acquisition or sale of assets, which is linked to the termination of the agreement.

What is the filing date and the period of report for this 8-K?

The filing is dated October 1, 2024, and the period of report is September 30, 2024.

Filing Stats: 3,196 words · 13 min read · ~11 pages · Grade level 13.5 · Accepted 2024-10-01 16:05:35

Key Financial Figures

  • $0.001 — ich registered Common Stock, par value $0.001 per share MCRB Nasdaq Global Select
  • $1 — losing at a purchase price per share of $1.05, for an aggregate purchase price of
  • $15 million — .05, for an aggregate purchase price of $15 million. Under the terms of the Securities Purc
  • $250.0 million — "). The Credit Agreement provided for a $250.0 million term loan facility, of which $110.0 mil
  • $110.0 million — .0 million term loan facility, of which $110.0 million was outstanding on June 30, 2024. The t
  • $128.0 million — pril 27, 2029. Seres paid approximately $128.0 million to Oaktree, representing approximately
  • $3.7 million — 0.0 million of principal, approximately $3.7 million of accrued interest, approximately $12.
  • $12.5 million — lion of accrued interest, approximately $12.5 million of yield protection premium, approximat
  • $1.7 million — yield protection premium, approximately $1.7 million in exit fee, and approximately $0.1 mil
  • $0.1 million — million in exit fee, and approximately $0.1 million in fees and expenses due to Oaktree pur
  • $100.0 m — on of the transaction (" Closing "), of $100.0 million, less approximately $17.9 million
  • $17.9 million — , of $100.0 million, less approximately $17.9 million owed by Seres to an affiliate of SPN as
  • $50.0 million — hera AG; cash installment payments of $50.0 million on January 15, 2025 and $25.0 million o
  • $25.0 million — f $50.0 million on January 15, 2025 and $25.0 million on July 1, 2025 (the " Installment Paym
  • $60.0 million — ween Seres and SPN; prepayment of the $60.0 million milestone payment tied to the achieveme

Filing Documents

Financial Statements and Exhibits

Financial Statements and Exhibits (b) Pro Forma Financial Information The Company's unaudited pro forma combined financial information as of and for the six months ended June 30, 2024, and for the fiscal years ended December 31, 2023 and December 31, 2022 is attached hereto as Exhibit 99.2 and incorporated by reference herein. (d) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement, dated August 5, 2024, by and between Seres Therapeutics, Inc. and Socit des Produits Nestl S.A. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed August 6, 2024)* 10.1 Securities Purchase Agreement, dated September 30, 2024, by and between Seres Therapeutics, Inc. and Socit des Produits Nestl S.A. 10.2 Transition Services Agreement, dated September 30, 2024, by and between Seres Therapeutics, Inc. and Nestl Enterprises S.A.+ 10.3 Cross-License Agreement, dated September 30, 2024, by and between Seres Therapeutics, Inc. and Socit des Produits Nestl S.A. 10.4 Employee Support Agreement, dated September 30, 2024, by and between Seres Therapeutics, Inc. and Socit des Produits Nestl S.A. 99.1 Press Release of Seres Therapeutics, Inc., dated September 30, 2024 99.2 Unaudited pro forma combined financial information of the Company as of and for the six months ended June 30, 2024, and for the fiscal years ended December 31, 2023 and December 31, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. + Exhibits marked with a (+) exclude certain portions of the exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of the omitted portions will be furnished to the SEC upon request. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, t

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