Form 8-K

8-K — Seres Therapeutics, Inc.

Accession: 0001193125-26-333820

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001609809

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

SERES THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37465

27-4326290

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 Cambridgepark Drive

Cambridge, MA

02140

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 945-9626

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

MCRB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On August 5, 2026, Seres Therapeutics, Inc. announced its financial results for the quarterly period ended June 30, 2026 and provided operational updates. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Seres Therapeutics, Inc. Press Release issued August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERES THERAPEUTICS, INC.

Date: August 5, 2026

By:

/s/ Thomas J. DesRosier

Name:

Thomas J. DesRosier

Title:

Executive Vice President and Chief Legal Officer

EX-99.1

Filename: d124829dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

SERES THERAPEUTICS REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATES, INCLUDING

FURTHER ACTION TO REDUCE ONGOING FACILITIES COSTS

Recently announced 80% of SER-155

recipients achieved immunosuppressive-free clinical response at day 15 for immune checkpoint inhibitor-related enterocolitis (irEC) in the investigator-sponsored trial (IST) conducted by Memorial Sloan Kettering Cancer Center (MSK)

IST data support SER-155 as a potential treatment for irEC that may allow patients to continue

cancer therapy; Company evaluating irEC clinical development strategy in consultation with KOLs

Seres engaging potential partners,

seeking capital to advance its SER-155 programs, including for the prevention of bloodstream infections in patients undergoing allo-HCT and those experiencing irEC

Seres announces agreement to exit additional leased space early, further reducing ongoing facility-related cash costs, which follows

announcement of balance sheet strengthening and facilities cost reduction transactions in June 2026

CAMBRIDGE, Mass.- August 5, 2026 —

Seres Therapeutics, Inc. (Nasdaq: MCRB), (Seres or the Company), a leading live biotherapeutics company, today reported second quarter 2026 financial results and provided business updates.

“We are very pleased with the recent progress at Seres, including the positive topline data from the investigator-sponsored trial of SER-155 in irEC conducted by MSK, announced last month,” said Richard Kender, Executive Chairman and Interim Chief Executive Officer of Seres. “The study demonstrated that 80% of participants achieved an

immunosuppressive-free clinical response at day 15, and the accompanying pharmacology data reinforced that our live biotherapeutic operated as designed, including by repairing the mucosal epithelial barrier.

SER-155 to treat irEC, a frequent and often severe side effect of widely used immune checkpoint inhibitor (ICI) cancer treatment, represents a meaningful therapeutic and commercial opportunity, as many

patients who experience irEC are required to halt their ICI therapy and begin immunosuppressive corticosteroid treatment. We are engaging potential partners, including companies with ICI franchises, as we evaluate the clinical development pathway in

this indication and consider sources of financing. In parallel, we continue to pursue partnerships and other financing sources to support development of SER-155 in allo-HCT, and to advance our broader

inflammatory and immune portfolio, including SER-603 for inflammatory bowel disease.”

Marella Thorell,

Chief Financial Officer of Seres, added, “Terminating our Sidney Street lease will substantially reduce our future lease obligations and will further lower our ongoing annual fixed costs beginning in 2027. Together with the lease restructuring

we announced in June, this transaction reflects our continued focus on rigorous financial discipline, while we maintain the operational infrastructure needed to advance our live biotherapeutic pipeline, including our Phase 2-ready SER-155 program in allo-HCT.”

Recent Highlights

SER-155 in immune checkpoint inhibitor-related enterocolitis (irEC)

•

In July, Seres announced positive topline results from the IST of SER-155

in irEC (NCT06801067) conducted at MSK. The open-label study evaluated SER-155 in 15 participants with moderate-to-severe (Grade

2-3) irEC who were naïve to immunosuppressive therapy. irEC is among the most frequent and severe immune-related adverse reactions in recipients of ICI therapy and, at the

moderate-to-severe grade, affects approximately 25% of ICI recipients in the US.

•

In the study, 12 of 15 participants (80%) achieved an immunosuppressive-free clinical response at day 15, the

primary efficacy endpoint, defined as at least a 1-grade improvement in diarrhea symptoms without immunosuppressive therapy. SER-155 was generally well tolerated with no

safety concerns identified and no serious adverse events assessed as related to SER-155.

•

Participants in the study were on a wide range of ICI types, including

PD-1 inhibitors (Keytruda®, Opdivo®,

Zynyz®), PD-L1 inhibitors (Imfinzi®,

Bavencio®), CTLA-4 inhibitors (Yervoy®,

Imjudo®), LAG-3 inhibitor (Opdualag®), and combinations thereof. The promising study results

support continued development of SER-155 to treat irEC and the Company is engaging potential partners, including companies with ICI franchises, as it evaluates next steps for the development of SER-155 in irEC.

Broader pipeline and portfolio

•

SER-155 remains Phase 2 ready for the prevention of bloodstream

infections in patients undergoing allogeneic hematopoietic stem cell transplant (allo-HCT) for the treatment of blood cancer. SER-155 has received Breakthrough Therapy and Fast Track designations for this

indication. Efforts to secure funding to advance clinical development for this program continue.

•

The Company continues to advance IND-enabling activities for SER-603, in development for inflammatory bowel disease, and is engaging potential collaborators to support the clinical advancement of this program as a mono and/or combination therapy.

•

Seres continues to progress development of SER-428, an investigational

oral liquid formulation based on SER-155 strains supported by a grant from CARB-X (Combating Antibiotic-Resistant Bacteria Biopharmaceutical Accelerator), for dosing in

patients who cannot take oral capsules. Seres is designing a Phase 1b open-label trial, in collaboration with Dr. Dan Freedberg at Columbia University, to evaluate SER-428 in medical ICU patients at high

risk of infection.

Corporate Updates

Seres completed the below transactions that will collectively strengthen the Company’s balance sheet and reduce ongoing annual facility cash costs.

•

On July 31, Seres entered into an agreement to terminate the lease for its facility at 200 Sidney Street in

Cambridge, MA. This early termination eliminates the Company’s remaining obligations under the lease as of December 31, 2026 in exchange for certain consideration and will further significantly reduce ongoing facility-related cash costs

beginning in 2027. Additional details regarding the agreement are included in the Company’s Report on Form 8-K, which was filed with the Securities and Exchange Commission on August 4, 2026. The

accounting for this transaction will be reported in the Company’s third quarter 2026 results.

•

In June, Seres restructured the lease for its facility at 101 CambridgePark Drive in Cambridge, MA, reducing its

leased space, rental rate and related operating expenses. The restructured 10-year lease is expected to materially reduce the Company’s ongoing annual facility-related cash costs and long-term lease

obligations.

•

In June, Seres entered into an amendment to its asset purchase agreement with Nestlé Health Science

(Nestlé) under which Nestlé will pay Seres an aggregate $25 million (the Milestone Termination Payment), in two equal installments of $12.5 million on July 1, 2026 (which was received) and $12.5 million which is

expected to be received on October 1, 2026, to buy out potential future VOWST net sales-based milestones. Seres sold the VOWST business to Nestlé Health Science in 2024.

Second Quarter 2026 Financial Results

•

Net income was $4.6 million for the second quarter of 2026, compared to a net loss of $19.9 million for

the same period in 2025. The difference is primarily due to a $25 million Gain on Sale of the VOWST Business recognized in the second quarter of 2026 arising from the Milestone Termination Payment due from Nestlé.

•

Research and development expenses were $9.1 million for the second quarter of 2026, compared with

$12.9 million for the same period in 2025, reflecting lower personnel-related expenses, facilities costs, transition services agreement (TSA) costs and SER-155 costs driven by lower activities in these

areas and cost reduction efforts.

•

General and administrative expenses were $7.1 million for the second quarter of 2026, compared with

$10.3 million for the same period in 2025, due to lower personnel-related expenses, facilities costs, professional services fees, and IT costs, including those related to IT services provided under the TSA.

•

In the second quarter of 2026, there was a $5.8 million impairment charge recorded related to the early

termination of a portion of the Company’s leased space at 101 Cambridgepark Drive.

•

There were no manufacturing services expenses in the second quarter of 2026, compared with $1.7 million in

the second quarter of 2025, as the Company completed such services under the TSA at the end of 2025.

Cash and Cash Runway

As of June 30, 2026, Seres had $15.6 million in cash and cash equivalents. Based on Seres’ currently available cash resources, including the

$12.5 million Milestone Termination Payment received from Nestlé on July 1, 2026, and the expected receipt of the remaining $12.5 million Milestone Termination Payment from Nestlé on October 1, 2026, and considering

future operating plans, the Company expects to fund operations through the first quarter of 2027. This projection excludes proceeds from any potential future partnerships or other sources of capital.

About Seres Therapeutics

Seres Therapeutics, Inc.

(Nasdaq: MCRB) is a clinical-stage biotechnology company developing novel live biotherapeutics products (LBP), designed to address unmet needs in oncology that can lead to interruption to patients’ cancer care and/or mortality, and to treat

inflammatory and immune (I&I) diseases, by modulating host function to protect and improve mucosal epithelial barrier integrity, induce immune homeostasis and tolerance, and prevent the colonization and overgrowth of pathogens in the

gastrointestinal (GI) tract. The Company previously led the development and FDA approval of VOWST™, the first orally administered microbiome therapeutic, which was subsequently divested to

Nestlé Health Science. SER-155, an investigational cultivated multi-strain biotherapeutic, which has received Breakthrough Therapy and Fast Track designations, is being advanced for the prevention of

bloodstream infections in patients undergoing allogeneic hematopoietic stem cell transplant (allo-HCT), and is Phase 2 ready, pending receipt of funding. SER-155 is also being developed to address immune

checkpoint inhibitor-related enterocolitis (irEC) to provide an immunosuppressive-free alternative and enable patients to continue their ICI cancer therapy. Having recently reported promising results from an IST, Seres is evaluating the design of a

Phase 2 study in irEC. The Company is advancing IND-enabling studies for SER-603, which is in development for inflammatory bowel disease. Mechanistically, Seres’

biotherapeutics target the mucosal epithelial barrier-immune interface and are optimized to modulate host function to increase mucosal epithelium integrity, induce immune homeostasis, and prevent the colonization and overgrowth of harmful bacteria

in the GI tract. For more information, please visit www.serestherapeutics.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in

this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements about: SER-155 and its intended uses and benefits in irEC; our clinical

development plans for SER-155, SER-603 and SER-428; potential accessibility for patients; the timing and results of clinical

studies and data readouts; current or future product candidates and their potential impacts and outcomes; engagement with potential partners and financing sources; our ability to access capital to advance our programs; expected receipt of milestone

termination payments; our lease restructuring activities and anticipated cost savings and liability reductions; our cash runway; our planned strategic focus; the anticipated timing of any of the foregoing; and other statements that are not

historical fact.

These forward-looking statements are based on management’s current expectations. These statements are neither promises nor

guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or

implied by the forward-looking statements, including, but not limited to, the following: (1) our need for additional funding; (2) our ability to continue as a going concern; (3) we have incurred significant losses, are not currently

profitable and may never become profitable; (4) our cost reduction actions may not achieve their intended benefits, including an extended cash runway; (5) our limited operating history; (6) we may not be able to realize the

anticipated benefits of the VOWST sale, and may face new challenges as a smaller, less diversified company; (7) we have in the past and may in the future receive notice of the failure to satisfy a continued listing rule from The Nasdaq Stock

Market LLC; (8) our novel approach to therapeutic intervention; (9) our reliance on third parties to conduct our clinical trials and manufacture our product candidates; (10) our ability to achieve market acceptance necessary for

commercial success; (11) the competition we will face; (12) our ability to protect our intellectual property; (13) impact of our recent management transitions and appointments and our ability to retain key personnel; and

(14) disruptions at the FDA or other government agencies. These and other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly

period ended June 30, 2026, to be filed with the Securities and Exchange Commission (SEC) on August 5, 2026, as well as our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the

forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the

future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date

of this press release.

SERES THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share data)

June 30,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

15,594

45,766

Accounts receivable due from SPN - related party

25,000

360

Accounts receivable

274

157

Prepaid expenses and other current assets

1,480

3,093

Total current assets

42,348

49,376

Property and equipment, net

5,798

7,635

Operating lease assets

51,168

72,483

Restricted cash

2,243

8,668

Other non-current assets

Total assets

101,588

138,193

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

1,186

1,682

Accrued expenses and other current liabilities

3,739

3,972

Accrued liabilities due to SPN - related party

3,278

Operating lease liabilities

11,828

10,390

Total current liabilities

20,031

19,322

Operating lease liabilities, net of current portion

44,816

72,576

Other long-term liabilities

2,207

2,077

Total liabilities

67,054

93,975

Commitments and contingencies (Note 9)

Stockholders’ equity (deficit):

Preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2026 and

December 31, 2025; no shares issued and outstanding at June 30, 2026 and December 31, 2025

—

Common stock, $0.001 par value; 360,000,000 shares authorized at June 30, 2026 and

December 31, 2025; 9,827,569 and 9,556,466 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,022,259

1,016,611

Accumulated deficit

(987,735

)

(972,403

)

Total stockholders’ equity

34,534

44,218

Total liabilities and stockholders’ equity

101,588

138,193

SERES THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(unaudited, in thousands, except share and per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue:

Grant revenue

736

—

1,094

—

Total revenue

736

—

1,094

—

Operating expenses:

Research and development expenses

9,141

12,939

22,336

24,760

General and administrative expenses

7,061

10,253

15,131

22,141

Impairment of long-lived assets

5,807

—

5,807

—

Manufacturing services

—

1,689

—

5,216

Total operating expenses

22,009

24,881

43,274

52,117

Loss from operations

(21,273

)

(24,881

)

(42,180

)

(52,117

)

Other income (expense):

Gain on sale of VOWST Business

25,000

185

25,000

52,366

Interest income

181

546

506

1,164

Other income (expense) (1)

673

4,295

1,342

11,414

Total other income (expense), net

25,854

5,026

26,848

64,944

Net income (loss) and comprehensive income (loss)

4,581

(19,855

)

(15,332

)

12,827

Net income (loss) per share attributable to common stockholders – basic

0.47

(2.27

)

(1.59

)

1.47

Net income (loss) per share attributable to common stockholders – diluted

0.47

(2.27

)

(1.59

)

1.47

Weighted average common shares outstanding – basic

9,706,193

8,743,733

9,644,704

8,723,589

Weighted average common shares outstanding – diluted

9,747,138

8,743,733

9,644,704

8,732,176

[1]

Includes $0, $0, $3,490, and $9,799 for the three and six months ended June 30, 2026 and 2025 related to

reimbursement received from SPN (related party) for transition services provided by the Company.

Investor and Media Contact:

IR@serestherapeutics.com

Carlo Tanzi, Ph.D.

Kendall Investor Relations

ctanzi@kendallir.com

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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