Radoff and Torok Propose to Acquire Seer for $2.40 per Share
Bradley Radoff and Michael Torok, who collectively own approximately 7.8% of the outstanding shares of Seer, submitted the following improved non-binding proposal to acquire the Company - their third such proposal - for $2.40 per share in cash plus a contingent value right. In a letter to Seer shareholders, Radoff and Torok wrote, "As you are aware, Bradley L. Radoff and Michael Torok are significant stockholders of Seer, collectively owning approximately 7.8% of the Company's outstanding shares.Yesterday, Seer reported its first quarter 2026 financial results... Chair and CEO Omid Farokhzad, M.D. managed to deliver results that were below those low expectations as the Company burned $15.7 million in the quarter while achieving revenue of a meager $2.8 million... On April 27, 2026, the Board rejected our revised proposal to acquire the Company. Importantly, neither the Board nor its advisors engaged with us prior to rejecting our offer. We believe the Board's failure to engage with us explains why the Board's analysis of our proposal was flawed and why the Board's conclusion and statements regarding our proposal were, in our opinion, incorrect and misleading to stockholders. To us, this serves as yet another example of the conflicted, failing Board acting solely in the interest of Dr. Farokhzad. We are pleased to submit this further improved, non-binding proposal to acquire 100% of the equity of the Company for $2.40 per share in cash, which represents an immediate 42% premium to the Company's unaffected share 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... We urge the Board to fulfill its fiduciary obligations by engaging seriously with us regarding our proposal and by providing stockholders with a transparent evaluation process... Whether the Board engages with us or not, we will give stockholders the opportunity to hold the incumbent Board accountable at the upcoming Annual Meeting for years of value destruction and poor operating results. Stockholders will be able to elect three new, independent and qualified directors - Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini."
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- Acquisition Proposal Increase: Investors Bradley Radoff and Michael Torok have raised their acquisition offer for Seer to $2.40 per share in cash, plus a contingent value right tied to future asset sales, indicating recognition of the company's value.
- Significant Premium: This proposal represents a 42% premium over Seer's unaffected share price from April 10, reflecting investor confidence in the company's potential value and possibly prompting management to reconsider its strategic direction.
- Investor Ownership Stake: The investor group currently owns about 7.8% of Seer and has criticized the company's poor operating performance, urging the board to take this proposal seriously, highlighting shareholder concerns regarding corporate governance.
- Disappointing Earnings Outlook: Seer's Q1 2026 earnings report revealed a GAAP EPS of -$0.30 and revenue of $2.8 million, both missing market expectations, which further exacerbates investor concerns about the company's future growth prospects.
- Weak Revenue Performance: Seer reported total revenue of $2.8 million for Q1 2026, a 33% decline from $4.2 million in Q1 2025, reflecting ongoing depressed academic funding and increased competitive pressures that pose significant market challenges.
- Strategic Adjustments: The company appointed a new Chief Commercial Officer to drive sales momentum and filed a patent infringement lawsuit against Nanomix Biotechnology, demonstrating Seer's commitment to protecting its intellectual property and enhancing its competitive position in the market.
- Severe Financial Condition: The net loss for Q1 was $16.8 million with operating expenses reaching $18.2 million; despite repurchasing shares worth $24.5 million, the free cash flow remained negative at $15.7 million, indicating tight liquidity.
- Outlook Reaffirmation: Despite a weak start, Seer reaffirmed its full-year revenue guidance of $16 million to $18 million for 2026, with management expressing optimism about a rebound in the second half of the year as customer reorder dynamics are expected to improve.
- Patent Infringement Lawsuit: Seer (SEER) announced on Wednesday that it has filed a patent infringement lawsuit against Nanomics Biotechnology, alleging infringement of five U.S. patents related to nanoparticle protein enrichment technology, demonstrating Seer's commitment to protecting its intellectual property.
- Collaboration Involvement: Brigham and Women’s Hospital has joined the lawsuit, indicating the complexity and significance of the case, which could have a substantial impact on Seer's market position regarding its Proteograph product suite.
- Seeking Damages: Seer is pursuing monetary damages and injunctive relief in the lawsuit, reflecting its strong opposition to Nanomics' alleged infringement through its Proteonano kits and workstations, which may affect Nanomics' business operations.
- Commitment to Technology Protection: CEO Omid Farokhzad stated that the company would aggressively defend its proteomics technology portfolio, highlighting Seer's emphasis on its technology and determination in future market competition.

Company Overview: SEER Inc. is a company that focuses on providing innovative solutions in the field of genetic analysis and diagnostics.
Recent Developments: The company has received a buy rating from analysts, indicating positive expectations for its future performance.
Market Position: SEER Inc. is positioned within the biotechnology sector, which is experiencing significant growth and interest from investors.
Target Price: Analysts have set a target price of $4 for SEER Inc., suggesting potential for appreciation in its stock value.
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- Trust Crisis: The Radoff-JEC Group highlights that Seer's Board has failed to achieve any growth over the past five years, leading to a significant loss of trust among shareholders in CEO Omid Farokhzad and the incumbent Board's ability to create future value.
- Acquisition Proposal Rejected: The Radoff-JEC Group's proposal to acquire Seer for $2.35 per share, offering a 39% premium, was rejected by the Board, indicating a failure to act in the best interests of all shareholders and exacerbating shareholder dissatisfaction.
- Poor Financial Performance: Under Farokhzad's leadership, Seer's stock price has declined over 90% since its IPO, with cumulative losses exceeding $465 million and virtually no revenue growth, illustrating the company's ongoing financial distress under his management.
- Commitment to Accountability: The Radoff-JEC Group pledges to elect three independent directors at the upcoming annual meeting to rebuild Seer's value and oversee a credible strategic review process, aiming to serve the interests of all shareholders.







