Radoff and Torok Propose to Acquire Seer for $2.40 per Share
Written by Emily J. Thompson, Senior Investment Analyst
Updated: May 14 2026
0mins
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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Analyst Views on SEER
About SEER
Seer, Inc. is a life sciences company. It is developing products that open a new gateway to the proteome. Its Proteograph product suite is an integrated solution that includes proprietary engineered nanoparticles, consumables, automation instrumentation and software to perform proteomic analysis at scale in a matter of hours. The Proteograph has detected over 36,000 proteins across multiple species, and its performance and capabilities have been demonstrated in over 33 peer-reviewed publications, preprints and reviews. The Proteograph Product Suite is detector-agnostic and is adaptable to other protein detection instruments. The MS component of the Proteograph workflow is either provided by the researcher’s laboratory, can be outsourced to a third-party provider, or be run through the Seer Technology Access Center (STAC), which is its in-house service program. It has launched Proteograph XT, which enhances the sample throughput of the Proteograph Product Suite and MS instrument.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
Seer Inc. Provides Key Information for Upcoming Annual Meeting
- Annual Meeting Announcement: Seer Inc. will hold its Annual Meeting of Stockholders on July 28, 2026, with shareholders as of May 29, 2026, entitled to vote, and the Board recommends using the BLUE proxy card to support the election of seven nominated directors to ensure continuity in the company's strategic execution.
- Director Nomination Controversy: Two activist shareholders have submitted director nominations and acquisition proposals priced below the company's cash and investments, prompting the Board to emphasize the importance of supporting existing members to maintain long-term value and strategic direction.
- Market Leadership Position: Seer's Proteograph® product suite is the only commercial solution capable of standardized, deep, unbiased proteomics at population scale, with over 250 patent applications, highlighting the company's unique positioning and potential growth in the proteomics market.
- Financial Management Effectiveness: Seer's operating expenses declined by 19.3% year-over-year in 2025, with Q1 2026 operating expenses at $18.2 million, significantly reduced from $22.8 million in Q1 2025, indicating strong financial discipline and capital allocation while accelerating product launches.
See More
Seer Urges Shareholders to Vote for Board Nominees Amid Proxy Fight
- Annual Meeting Announcement: Seer is set to hold its Annual Meeting on July 28, 2026, with shareholders required to register by May 29 to vote, and the Board recommends supporting seven nominated directors to ensure the continuity of the company's strategic direction.
- Strategic Execution Progress: Seer has made significant strides in the deep unbiased proteomics market, expanding adoption of its Proteograph® platform and advancing large-scale population studies, demonstrating strong momentum in scientific validation and customer adoption.
- Financial Discipline Management: Seer has reduced operating expenses by approximately 4.3% and 19.3% year-over-year between 2023 and 2025, while accelerating product innovation and launches, showcasing the company's ability to balance cost control with growth.
- Board Independence: Seer's Board consists of seasoned industry experts, ensuring strategic execution at a critical time, opposing the nominations from Radoff and Torok, as their candidates lack relevant experience and may harm shareholder interests.
See More
Seer Files ITC Complaint Against Nanomics for Patent Infringement
- Patent Infringement Lawsuit: On May 29, 2026, Seer filed a complaint with the U.S. International Trade Commission (ITC) against Nanomics Biotechnology for infringing multiple patents related to nanoparticle protein enrichment, demonstrating Seer's commitment to protecting its intellectual property.
- Legal Action Context: This ITC complaint builds on a patent infringement suit filed in federal district court on May 12, 2026, where Seer seeks an investigation into Nanomics' importation and sale of its Proteonano kits, aiming to bar these products from entering the U.S. market.
- Commitment to Technology Protection: Seer CEO Omid Farokhzad stated that filing the ITC complaint reflects the company's resolve to safeguard its technology and innovations, ensuring customers receive the most robust and reproducible data, thereby reinforcing its leadership in deep proteomics.
- Market Impact and Outlook: Seer's Proteograph® product suite integrates proprietary engineered nanoparticles and advanced analytical software to overcome traditional proteomics limitations, which is expected to drive AI-enabled biological discoveries and enhance market competitiveness.
See More
Radoff-JEC Group Reaffirms $2.40 Acquisition Proposal for Seer
- Acquisition Proposal Reaffirmed: The Radoff-JEC Group has reiterated its proposal to acquire Seer for $2.40 per share in cash, representing a 42% premium to the unaffected share price, while also offering stockholders 80% of the net proceeds from asset sales, demonstrating confidence in Seer's future value.
- Questioning Board's Rejection: The Board claims the acquisition proposal fails to reflect Seer's long-term growth potential; however, the management has not created any shareholder value over the past five years, raising doubts about the legitimacy of their rejection.
- Election of New Directors: The Radoff-JEC Group has filed a preliminary proxy statement to solicit votes for three independent directors at the 2026 Annual Meeting, aiming to initiate a strategic review process to maximize value for all Seer stockholders.
- Poor Financial Performance: Seer's revenue for Q1 2026 was $2.8 million, a 33.3% year-over-year decline, and the management has failed to present a credible growth plan, resulting in the stock price falling below the unaffected price after the earnings report.
See More
Seer Board Rejects Acquisition Proposal, Citing Undervaluation
- Acquisition Proposal Rejected: Seer's board unanimously rejected the unsolicited acquisition proposal from the Radoff-JEC Group, which offered $2.40 per share in cash, citing that it did not align with the company's long-term growth prospects and was not in the best interests of shareholders.
- Undervaluation Concerns: After consulting with financial and legal advisors, the board determined that the proposal significantly undervalued Seer, particularly in light of its current cash, cash equivalents, and investments, indicating a lack of understanding from the acquirer regarding the company's true value.
- Proposal Similarity: The latest proposal was materially the same as one rejected on April 27, continuing to imply an equity value that is meaningfully below Seer's current cash and equivalents, highlighting the acquirer's misjudgment of the company's worth.
- Future Outlook: Amid new patent litigation and changes in commercial leadership, Seer reaffirmed its revenue guidance of $16 million to $18 million for 2026, demonstrating confidence in its growth trajectory and reinforcing the rationale behind rejecting the acquisition offer.
See More
Seer Acquisition Offer Raised to $2.40 per Share
- 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.
See More
Seer Inc. Provides Key Information for Upcoming Annual Meeting
- Annual Meeting Announcement: Seer Inc. will hold its Annual Meeting of Stockholders on July 28, 2026, with shareholders as of May 29, 2026, entitled to vote, and the Board recommends using the BLUE proxy card to support the election of seven nominated directors to ensure continuity in the company's strategic execution.
- Director Nomination Controversy: Two activist shareholders have submitted director nominations and acquisition proposals priced below the company's cash and investments, prompting the Board to emphasize the importance of supporting existing members to maintain long-term value and strategic direction.
- Market Leadership Position: Seer's Proteograph® product suite is the only commercial solution capable of standardized, deep, unbiased proteomics at population scale, with over 250 patent applications, highlighting the company's unique positioning and potential growth in the proteomics market.
- Financial Management Effectiveness: Seer's operating expenses declined by 19.3% year-over-year in 2025, with Q1 2026 operating expenses at $18.2 million, significantly reduced from $22.8 million in Q1 2025, indicating strong financial discipline and capital allocation while accelerating product launches.
See More
Seer Urges Shareholders to Vote for Board Nominees Amid Proxy Fight
- Annual Meeting Announcement: Seer is set to hold its Annual Meeting on July 28, 2026, with shareholders required to register by May 29 to vote, and the Board recommends supporting seven nominated directors to ensure the continuity of the company's strategic direction.
- Strategic Execution Progress: Seer has made significant strides in the deep unbiased proteomics market, expanding adoption of its Proteograph® platform and advancing large-scale population studies, demonstrating strong momentum in scientific validation and customer adoption.
- Financial Discipline Management: Seer has reduced operating expenses by approximately 4.3% and 19.3% year-over-year between 2023 and 2025, while accelerating product innovation and launches, showcasing the company's ability to balance cost control with growth.
- Board Independence: Seer's Board consists of seasoned industry experts, ensuring strategic execution at a critical time, opposing the nominations from Radoff and Torok, as their candidates lack relevant experience and may harm shareholder interests.
See More
Seer Files ITC Complaint Against Nanomics for Patent Infringement
- Patent Infringement Lawsuit: On May 29, 2026, Seer filed a complaint with the U.S. International Trade Commission (ITC) against Nanomics Biotechnology for infringing multiple patents related to nanoparticle protein enrichment, demonstrating Seer's commitment to protecting its intellectual property.
- Legal Action Context: This ITC complaint builds on a patent infringement suit filed in federal district court on May 12, 2026, where Seer seeks an investigation into Nanomics' importation and sale of its Proteonano kits, aiming to bar these products from entering the U.S. market.
- Commitment to Technology Protection: Seer CEO Omid Farokhzad stated that filing the ITC complaint reflects the company's resolve to safeguard its technology and innovations, ensuring customers receive the most robust and reproducible data, thereby reinforcing its leadership in deep proteomics.
- Market Impact and Outlook: Seer's Proteograph® product suite integrates proprietary engineered nanoparticles and advanced analytical software to overcome traditional proteomics limitations, which is expected to drive AI-enabled biological discoveries and enhance market competitiveness.
See More
Radoff-JEC Group Reaffirms $2.40 Acquisition Proposal for Seer
- Acquisition Proposal Reaffirmed: The Radoff-JEC Group has reiterated its proposal to acquire Seer for $2.40 per share in cash, representing a 42% premium to the unaffected share price, while also offering stockholders 80% of the net proceeds from asset sales, demonstrating confidence in Seer's future value.
- Questioning Board's Rejection: The Board claims the acquisition proposal fails to reflect Seer's long-term growth potential; however, the management has not created any shareholder value over the past five years, raising doubts about the legitimacy of their rejection.
- Election of New Directors: The Radoff-JEC Group has filed a preliminary proxy statement to solicit votes for three independent directors at the 2026 Annual Meeting, aiming to initiate a strategic review process to maximize value for all Seer stockholders.
- Poor Financial Performance: Seer's revenue for Q1 2026 was $2.8 million, a 33.3% year-over-year decline, and the management has failed to present a credible growth plan, resulting in the stock price falling below the unaffected price after the earnings report.
See More
Seer Board Rejects Acquisition Proposal, Citing Undervaluation
- Acquisition Proposal Rejected: Seer's board unanimously rejected the unsolicited acquisition proposal from the Radoff-JEC Group, which offered $2.40 per share in cash, citing that it did not align with the company's long-term growth prospects and was not in the best interests of shareholders.
- Undervaluation Concerns: After consulting with financial and legal advisors, the board determined that the proposal significantly undervalued Seer, particularly in light of its current cash, cash equivalents, and investments, indicating a lack of understanding from the acquirer regarding the company's true value.
- Proposal Similarity: The latest proposal was materially the same as one rejected on April 27, continuing to imply an equity value that is meaningfully below Seer's current cash and equivalents, highlighting the acquirer's misjudgment of the company's worth.
- Future Outlook: Amid new patent litigation and changes in commercial leadership, Seer reaffirmed its revenue guidance of $16 million to $18 million for 2026, demonstrating confidence in its growth trajectory and reinforcing the rationale behind rejecting the acquisition offer.
See More
Seer Acquisition Offer Raised to $2.40 per Share
- 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.
See More
