SEER News & Events

Seer confirmed that it has received a "non-binding and unsolicited" proposal from Bradley Radoff and Michael Torok to acquire all of the outstanding shares of the company's class A common stock for $2.25 per share in cash plus a contingent value right. The Seer board will "review and consider the Proposal to determine the course of action that it believes is in the best interests of the Company and all Seer stockholders," the company said in a statement. In addition, Radoff-JEC Group has nominated three director candidates to stand for election to the board at the company's 2026 annual meeting. "The Corporate Governance and Nominating Committee of the Board will review the proposed nominees in accordance with the Company's bylaws," Seer added.

Bradley Radoff and Michael Torok, who collectively own approximately 7.6% of the outstanding shares of Seer, submitted the following non-binding proposal to acquire the Company for $2.25 per share in cash plus a contingent value right, and also nominated Howard Berman, Joshua Horowitz and Luis Rinaldini for election to the Board of Directors at the Company's upcoming 2026 annual meeting of stockholders. Radoff-JEC said in part, "We are pleased to submit this non-binding proposal to Seer's Board of Directors to acquire 100% of the equity of the Company for $2.25 per share in cash, which represents an immediate 33% premium to the Company's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer's business and assets, including PrognomiQ. Our proposal is subject to limited confirmatory due diligence and is based on the availability of at least $215 million of net cash and cash equivalents at closing. Together with binding acquisition documents, we are prepared to provide the Company with a substantial non-performance fee to give the Board and fellow stockholders assurance that we will complete the acquisition of Seer on the agreed-upon terms and conditions. We are ready to move forward and close expeditiously - our proposal is not subject to any financing conditions. Since Seer's initial public offering in December 2020 and under the continuing leadership of Co-Founder, Board Chair and CEO Omid Farokhzad, M.D., the Company has failed stockholders with a nearly 97% share price decline to $1.69 per share.1 This abysmal share price performance is consistent with the results Dr. Farokhzad has produced at other companies...Between Seer's consistent lack of revenue growth, astronomical operating losses, forward guidance for more of the same dismal results, and the increasing competitive and other pressures in its industry, we do not believe Seer will succeed as a public company, particularly under the stewardship of the current leadership team. The Board's behavior supports our view that Seer will not succeed absent new leadership - no Board member has purchased Seer shares despite the shares trading at a massive discount to the Company's cash balance for over two years now. Notably, on March 12, 2026, we met with two members of the Board and in that meeting they requested our suggestions for specific actions the Board should take to reverse the multiyear decline in the share price and address substantial issues facing Seer. Despite promising immediate feedback and engagement to improve the Company, the Board has not responded to our suggestions, which included a large tender offer to retire stock, an immediate and significant operating cost reduction, separation of the Chair and CEO roles in accordance with best corporate governance practices, and revoking the equity grants made to Dr. Farokhzad and CFO David Horn at share prices below net cash per share. The Board's eagerness to hastily enact a seemingly unlawful poison pill3 which we believe was aimed at restricting our ownership and limiting our influence, coupled with the Board's unwillingness to engage in constructive dialogue reinforces our view that the long-standing issues at Seer result from passive and conflicted directors enabling Dr. Farokhzad's mismanagement of the Company and destruction of stockholder value. Given that Seer is the fourth company where Dr. Farokhzad's leadership has resulted in the complete annihilation of stockholder value, we have also nominated three highly qualified and independent directors - Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini - for election to the Board at the upcoming annual meeting. In the absence of a sale of the Company, we believe immediate Board and management change is necessary to stem the tide of losses and ensure that the Company is run with the best interests of stockholders, the true owners of the Company, in mind. To be clear, we believe our proposed transaction to acquire Seer is in the best interest of all stockholders. Our proposal would provide stockholders with immediate cash liquidity at a significant premium to the current share price. Furthermore, we believe the proposed CVR structure has the potential to provide stockholders with considerable additional value as we diligently and expeditiously seek to monetize Seer's assets. We are certain that we have the expertise and resources to successfully monetize the Company's assets for the benefit of all stockholders."

Seer (SEER) announced that the Patent Trial and Appeal Board, or PTAB, of the U.S. Patent and Trademark Office issued a Final Written Decision on March 23 in an inter partes review of U.S. Patent No. 11,435,360 B2. The inter partes review was filed by PreOmics and Biognosys, each a subsidiary of Bruker (BRKR), challenging 11 of 29 claims of the '360 Patent. The '360 patent covers methods for analyzing biological samples using engineered nano- and microparticles that form protein coronas, resulting in protein enrichment that underlies Seer's Proteograph platform for deep proteomic analysis. The '360 Patent is owned by The Brigham and Women's Hospital, Inc. and is exclusively licensed to Seer. A total of 23 claims, including five challenged claims and 18 unchallenged claims, remain valid and protect Seer's nanoparticle protein enrichment technology for analyzing biological samples, including cells, tissues and biofluids. The upheld claims are directed to detecting proteins across a wide concentration range and to particle-related aspects of Seer's technology, both of which enable deep proteomic analysis.

Bradley Radoff and Michael Torok, who collectively own approximately 7.6% of the outstanding common stock of Seer, issued the following open letter to independent directors Meeta Gulyani and Nicolas Roelofs. The letter said, "As one of the largest stockholders of Seer, Inc., with ownership of approximately 7.6%, we continue to be disappointed by the apparent lack of good judgment being exercised by the Company's Board and management. After reviewing numerous public documents and the recent lawsuit filed by a stockholder against Seer and the Board, we have substantial doubts that Board Chair and CEO Dr. Omid Farokhzad, Dr. Robert Langer, Terry McGuire, Deep Nishar and Isaac Ro are capable of honoring their fiduciary duties to all stockholders. For that reason, we have addressed this letter only to you. As truly independent directors of Seer, we would argue that you have the least to gain and the most to lose. The dismal operating results under the leadership of Dr. Farokhzad and the governance of the Board are plainly evident. Since 2022, Seer's annual revenue has increased by nearly $1.1 million while the cash burned in operations has exceeded $160 million.1 On February 26th, Seer issued guidance for 2026, and the midpoint of the revenue range implies only 3% growth or roughly $400,000 in incremental revenue compared to the previous year. The 2026 cash burn to achieve that incremental $400,000 in revenue is expected to exceed $40 million. If 2026 goes according to the Board-approved operating plan, Seer will have spent four years and burned approximately $200 million in cash to increase annual revenue by a total of $2.5 million, representing an annualized growth rate of just 2.5%. Based on the Company's cost structure and gross margin profile, we estimate that Seer would need to grow its revenue by over 1,050% to reach GAAP breakeven. Unsurprisingly, Seer's shares fell over 17% in response to the Company's earnings and guidance.3 Seer's shares continue to trade at a massive discount to its net cash balance - $101.6 million market capitalization versus $240.5 million in cash and no debt.4 The public market's valuation of Seer attributes NEGATIVE $140 million of value to the Company's management, governance, technology and business plan. Rather than hold Board Chair and CEO Dr. Farokhzad accountable for the destruction of stockholder value, the cash burn, the consistent lack of revenue growth and his 2026 operating plan calling for more of the same, the Board instead doubled down on its defense of Dr. Farokhzad to the detriment of stockholders. On February 26th, the Board announced it unanimously adopted a poison pill that prevents stockholders from accumulating beneficial ownership of 4.9% or more of Seer's common stock under the guise of "tax benefit preservation" for a business that has a near zero chance of generating taxable income.5 A stockholder has since filed a lawsuit against Seer and the Board in the Delaware Court of Chancery alleging that the Board members breached their fiduciary duties in connection with the adoption of the sweeping NOL poison pill. It is notable that during 2025, Bradley L. Radoff and his affiliates filed a Schedule 13G reporting ownership of over 5% of Seer's common stock.7 At that time, Board Chair and CEO Dr. Farokhzad still had super voting Class B stock, and the Board took no urgent action to "protect Seer's valuable income tax net operating loss carryforwards and other tax assets," making it abundantly clear to us - as it should be to all stockholders - that enriching themselves and entrenching themselves are the main objectives of this Board and management..."