Item 1.02. Termination of a Material Definitive Agreement.

On December 3, 2020, Seres Therapeutics, Inc. (the "Company") received written notice from MedImmune, LLC ("MedImmune"), a wholly owned subsidiary of AstraZeneca Inc. ("AstraZeneca"), that MedImmune has elected to terminate the Research Collaboration and Option Agreement by and between the Company and MedImmune dated as of March 11, 2019 (the "Research Agreement"), in accordance with its terms. The termination of the Research Agreement will be effective on April 2, 2021 (the "Termination Date"), which is 120 days from the date of the notice. The third and final $6.7 million installment of the aggregate $20.0 million in upfront payment milestones due under the research agreement remains payable on January 4, 2021 despite the notice of termination.

The collaboration focused on advancing the understanding of the role of the microbiome in certain cancers and cancer immunotherapies. As previously disclosed in April 2020, subsequent to the restructuring of AstraZeneca and its MedImmune subsidiary, preclinical research activities under the original research plan had been curtailed. AstraZeneca informed the Company that budget considerations did not allow AstraZeneca to prioritize the collaboration at this time. The Company continues to conduct research related to the potential of its investigational microbiome therapeutics in cancer treatment, including through its ongoing collaborations with Memorial Sloan Kettering Cancer Center, The University of Texas MD Anderson Cancer Center, and the Parker Institute for Cancer Immunotherapy. Following the Termination Date, the Company will be free to further develop its assets that were the subject of the Research Agreement without further obligation to MedImmune.

The foregoing is only a summary of the material terms of the Research Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Research Agreement, which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-37465), filed with the Securities and Exchange Commission on May 2, 2019.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On December 3, 2020, the Board of Directors of the Company amended and restated the Company's bylaws (as amended and restated, the "Amended and Restated Bylaws") to insert a new "Article X-Forum Selection" (the "Amendment"). The Amendment provides that (i) unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (ii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Article X of the Amended and Restated Bylaws.

The foregoing description of the Amendment is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K (the "Current Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations surrounding the Termination Date, the final milestone payment from MedImmune, and the potential and development of our investigational microbiome therapeutics for the treatment of cancer. 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 the Company's 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: the Company has incurred significant losses, is not currently profitable and may never become profitable; the Company's need for additional funding; the Company's limited operating history; the Company's unproven approach to therapeutic intervention; the lengthy, expensive, and uncertain process of clinical

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drug development; the Company's reliance on third parties to manufacture, develop, and commercialize its product candidates, if approved; the Company's ability to develop and commercialize its product candidates, if approved; the potential impact of the COVID-19 pandemic; the Company's ability to retain key personnel and to manage its growth; and that the Company's management and principal stockholders have the ability to control or significantly influence its business. These and other important factors discussed under the caption "Risk Factors" in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or SEC, on November 9, 2020 and its other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management's estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this Current Report.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

3.1           Amended and Restated Bylaws of Seres Therapeutics, Inc.

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

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