Nestlé Amends Seres Therapeutics Stake Filing

TL;DR

Nestlé updated its Seres Therapeutics filing. Keep an eye on this.

AI Summary

Nestlé S.A. has filed an amendment (No. 3) to its Schedule 13D/A for Seres Therapeutics, Inc. on October 2, 2024. The filing indicates changes in beneficial ownership of Seres Therapeutics, Inc. common stock by Nestlé S.A., though specific dollar amounts or new ownership percentages are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in Nestlé's investment or strategic interest in Seres Therapeutics, which could impact the latter's stock performance and future corporate actions.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in a major shareholder's intentions, potentially leading to increased volatility or strategic moves.

Key Players & Entities

• Nestlé S.A. (company) — Filing party
• Seres Therapeutics, Inc. (company) — Subject company
• David A. Carpenter, Esq. (person) — Legal counsel for Nestlé S.A.
• Mayer Brown, LLP (company) — Legal firm representing Nestlé S.A.

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 8175
• $1 — SPN ), 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. SPN purchased the Acquired Shares with

Filing Documents

• d816193dsc13da.htm (SC 13D/A) — 48KB
• 0001193125-24-230718.txt ( ) — 50KB

of the Original Schedule 13D is hereby amended and supplemented to include the following

Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following: On September 30, 2024, pursuant to a certain Securities Purchase Agreement, dated August 5, 2025 (the SPA), the Issuer sold 14,285,715 shares of its Common Stock, par value $0.001 per share (the Acquired Shares ), to Société des Produits Nestlé S.A., a Swiss société anonyme ( SPN ), at a purchase price per share of $1.05, for an aggregate purchase price of $15 million. SPN purchased the Acquired Shares with available cash. Item4. Purpose of Transaction

of the Original Schedule 13D is hereby amended and supplemented to include the following

Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following: On September 30, 2024, the Issuer sold 14,285,715 shares of Common Stock to SPN in connection with the execution of that certain Asset Purchase Agreement (the Asset Purchase Agreement ), dated August 5, 2024, by and between the Issuer and SPN, pursuant to which the Issuer agreed to, among other things, sell its VOWST microbiome therapeutic business to SPN. As a closing condition to the Asset Purchase Agreement, the Issuer and SPN entered into the SPA. The information in Item 6 of this Amendment is incorporated by reference herein. Item5. Interest in Securities of the Issuer Items 5(a) (b) of the Original Schedule 13D are hereby amended and restated as follows: The information contained on the cover pages to this Amendment is incorporated herein by reference. Prior to the consummation of the transactions contemplated by the SPA, SPN held 7,496,038 shares of Common Stock, par value $0.001 per share of the Issuer (the Previously Acquired Shares ). The 14,285,715 shares of Common Stock acquired pursuant to the SPA reported on this Amendment are directly held by SPN, which is a wholly-owned subsidiary of Nestlé S.A. Based on the information contained in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 26, 2024, the total issued and outstanding shares of Common Stock held by SPN , which includes the Previously Acquired Shares and the Acquired Shares, comprises approximately 14.29% of the Issuers issued and outstanding Common Stock. Except for the shares of Common Stock owned by SPN described in this Item 5, none of the Reporting Persons beneficially own any other securities of the Issuer. Item6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

of the Original Schedule 13D is hereby amended and supplemented to include the following

Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the following: Securities Purchase Agreement On September 30, 2024, the Issuer and SPN entered into the SPA whereby SPN agreed to purchase the Acquired Shares at a purchase price per share of $1.05, for an aggregate purchase price of $15 million. The sale and purchase of the Acquired Shares was consummated immediately following the execution of the SPA. Under the terms of the SPA, SPN agreed not to sell or transfer the Acquired Shares for a period of six months after Closing (as defined in the SPA), subject to certain customary exceptions. The Issuer agreed to register the resale of the Acquired Shares within 90 days of Closing. In addition, under the terms of the SPA, for as long as SPN, together with its affiliates, beneficially owns at least 10% of the Issuers outstanding shares of Common Stock, the Issuer agreed to take such action within its control to include one individual designated by SPN in the slate of nominees recommended by the Issuers Board of Directors (or the applicable committee of the Issuers Board of Directors) to the Issuers stockholders for election to its Board of Directors at the applicable stockholder meeting. The SPA also included customary representations and warranties and closing conditions. Asset Purchase Agreement On August 5, 2024, the Issuer and SPN entered into the Asset Purchase Agreement pursuant to which the Issuer agreed to, among other things, sell its VOWST microbiome therapeutic business to SPN. As a closing condition to the Asset Purchase Agreement, the Issuer and SPN entered into the SPA. The Asset Purchase Agreement contained customary representations, warranties and covenants by, among and for the benefit of the parties. Item7. Material to be Filed as Exhibits

of the Original Schedule 13D is hereby amended and supplemented to include the following

Item 7 of the Original Schedule 13D is hereby amended and supplemented to include the following: Exhibit 4 Asset Purchase Agreement, dated August 5, 2024, by and between Société des Produits Nestlé S.A. and Seres Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2024). Exhibit 5 Securities Purchase Agreement, dated August 5, 2024, by and between Société des Produits Nestlé S.A. and Seres Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2024). 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. Dated: October 2, 2024 NESTLÉ S.A. By: /s/ Anna Mohl Name: Anna Mohl Title: Executive Vice President SOCIÉTÉ DES PRODUITS NESTLÉ S.A. By: /s/ Claudio Kuoni Name: Claudio Kuoni Title: Vice President

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View this SC 13D/A filing on SEC EDGAR