Seres Therapeutics (MCRB) Investor Update summary

Transaction overview

• Signed agreement to sell VOWST assets and commercial rights to Nestlé for substantial immediate and future financial consideration.

• Upfront payment of $100 million (net $80 million after payables), $60 million prepaid milestone, and $15 million equity investment at a 10% premium.

• Additional installment payments of $50 million in January 2025 and $25 million (less $1.5 million) in July 2025, contingent on compliance with transition services.

• Potential to earn up to $275 million in future net sales milestones, plus continued 50/50 profit/loss share on VOWST through 2025.

• Transaction closing expected within 90 days, subject to shareholder approval by majority of shares outstanding.

Financial impact and capital allocation

• Cash proceeds at closing expected to be approximately $155 million.

• Proceeds will be used to retire $110 million Oaktree debt (plus ~$15 million in fees), strengthen balance sheet, and support pipeline advancement.

• Cash runway anticipated into Q4 2025, including planned R&D for SER-155 and other pipeline programs.

• Upfront and milestone payments recognized upon receipt; transition and manufacturing support costs still being finalized.

• Employee base to be reduced by over one-third post-closing, lowering cash burn rate.

Strategic focus and pipeline update

• Refocused strategy on developing live biotherapeutics for high-risk, medically vulnerable populations.

• Lead program SER-155 targets prevention of enteric-derived and bloodstream infections, with phase Ib cohort 2 readout expected end of this quarter.

• Positive SER-155 data could enable expansion into broader indications, including Allo-HSCT, auto-HSCT, CAR T, blood cancers, and solid organ transplants.

• R&D budget will prioritize SER-155 and pipeline growth, with future investments guided by upcoming data.

• Transition services will ensure uninterrupted VOWST supply during handover to Nestlé, with manufacturing support through 2025.