Radoff-JEC Group Calls on Seer, Inc.’s Board of Directors to Publicly Acknowledge That the Company Needs to Be Taken Private and Disclose Timeline for Evaluating Latest Acquisition Offers

Key Terms

special committee regulatory

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

contingent value right financial

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

cash flow breakeven financial

The point at which a company’s incoming cash from operations equals its outgoing cash for running the business, so the company is neither drawing down nor adding to its cash reserves; it focuses on actual cash movements rather than accounting profits. Investors care because it shows when a business can sustain itself from its own cash flow—like a household whose paychecks cover its bills—indicating shorter cash runway and lower dependence on outside funding.

fiduciary obligations regulatory

Fiduciary obligations are legal and ethical responsibilities requiring certain people—such as company directors, executives, or financial advisors—to put the interests of shareholders or clients ahead of their own. They matter to investors because these duties create clear standards for decision-making, reduce the risk of self-dealing, and give investors a basis for legal recourse if those in charge prioritize personal gain over investor interests; think of it as a trusted guardian legally bound to protect your financial interests.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Believes Special Committee Is Not Truly Interested in Running a Robust Auction Based on its Tepid Engagement to Date

Continues to Believe – Consistent with Chairman and CEO Omid Farokhzad – Seer Should Not Remain a Public Company Given its Lack of a Credible Plan to Create Value for Stockholders and Q2 2026 Earnings, Which Reflected Lower Sales, Lower Gross Profit and Shrinking Cash Reserves

HOUSTON--(BUSINESS WIRE)-- Bradley L. Radoff and Michael Torok, who collectively own approximately 7.7% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (the “Company”), today issued the following open letter to the Company’s Board of Directors.

***

August 13, 2026

Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: Board of Directors

Dear Members of the Board of Directors (the “Board”),

Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”) are significant stockholders of Seer, Inc. (“Seer” or the “Company”), collectively owning approximately 7.7% of the Company’s outstanding shares.

On July 28, 2026, we submitted our fourth proposal to acquire 100% of the equity of the Company for $2.55 per share in cash, which represents an immediate 51% premium to the Company’s unaffected share price and a 16% premium to the current share price,¹ plus a contingent value right (“CVR”) representing the right for stockholders to receive 85% of the net proceeds received from any license, sale or other disposition of Seer’s business and assets, including PrognomiQ. This fourth proposal included improved terms from our previous three offers, each of which was summarily rejected with little to no explanation.

After making our fourth proposal, we had a perfunctory meeting with the two-member Special Committee consisting of Meeta Gulyani and Nicolas Roelofs, Ph.D. We came away from that discussion feeling like the Special Committee was simply formed to reject bids – not to run a real process aimed at maximizing value for all stockholders. As an example, Ms. Gulyani did not even speak a word during our meeting; in our view, this is not the behavior of someone interested in evaluating a potential transaction. The Special Committee never even disclosed its “independent” financial and legal advisors, adding to the questions we have about the legitimacy of its sale process.

As Seer’s Chairman and CEO, Omid Farokhzad, M.D., himself has admitted when submitting his own inferior acquisition proposals, Seer should not remain a public company. The Company’s abysmal state has only worsened following the Company’s disclosure of Q2 2026 financial results, which included lower revenue, lower gross profit, a nearly $17 million net loss and shrinking cash reserves. To add insult to injury, Dr. Farokhzad struck a cheery tone on the earnings conference call, claiming once again that Seer is at an “inflection point” while Chief Financial Officer David Horn vaguely promised that the Company would reach “cash flow breakeven” at some undetermined point in the future. Stockholders were not impressed, as evidenced by the stock opening more than 6% lower the next day.

The Delusion of Management and a Board That Apparently Refuses to Hold it Accountable
Quarter	Dr. Farokhzad’s Commentary2	Revenue3	Net Loss4
Q2 2026	“I've never been more excited than I am today about the differentiated value proposition of our Proteograph technology, the impact we will have and the market opportunities in front of us.”	$3.1M	($16.9M)
Q1 2026	“My conviction in Seer, the impact of our technology and the market we're building has never been stronger.”	$2.8M	($16.8M)
Q4 2025	“I have never been more confident in the opportunity ahead…”	$4.2M	($16.0M)
Q3 2025	“My conviction in the potential of the Proteograph is stronger than ever.”	$4.1M	($18.2M)
Q2 2025	“This quarter marked a major inflection point for Seer…”	$4.1M	($19.4M)
Q1 2025	“[O]ur long-term vision and opportunity remains unchanged. In fact, I'm more confident in that belief than ever before.”	$4.2M	($19.9M)
Q4 2024	“I'm more confident than ever before about our future.”	$4.0M	($21.7M)
Q3 2024	“[W]e're picking up momentum as the data and evidence is strongly supportive of Proteograph's unique value proposition.”	$4.0M	($21.3M)
Q2 2024	“I have never been more confident in the power of our technology to change the trajectory of proteomics research.”	$3.1M	($22.9M)
Q1 2024	“We remain incredibly bullish on the potential of our technology to transform our understanding of the proteome.”	$3.1M	($20.7M)
Q4 2023	“[W]e will see an inflection point in adoption, the size of studies and ultimately revenues.”	$4.4M	($17.8M)
Q3 2023	“[W]e will see an inflection point in adoption to size of studies and ultimately, revenue.”	$4.2M	($21.1M)
Q2 2023	“I have never been more bullish about our opportunities than I am today.”	$4.0M	($23.4M)
Q1 2023	“I have never been more excited about the opportunities ahead.”	$4.1M	($24.0M)

The above table highlights that the Board has no demonstrated interest in holding Dr. Farokhzad – who has sold over $103 million of Seer shares since its IPO⁵ – accountable for the Company’s abysmal results. Stockholders need to see urgency and action. The Board cannot wait us out forever, especially in light of the Company’s complete lack of an operating strategy that provides certainty, accountability or a realistic path toward avoiding further value destruction and maximizing Seer’s remaining value.

In closing, we call on the Board or Special Committee to do the following:

1. Issue a statement acknowledging that the Board agrees that Seer should not remain a public company for all the reasons outlined by Dr. Farokhzad in his July 1, 2026 letter and in light of the Company having already received two fully financed proposals and the Special Committee supposedly running a process to maximize stockholder value. We believe that a legitimate Board that has a CEO/Founder and a stockholder bidding would formally put the Company up for sale. Seer stockholders clearly don’t believe that a sale is likely, given that the stock still trades meaningfully below both offers.
2. Immediately disclose a timeline for evaluating the latest proposals submitted by us and Dr. Farokhzad on July 28, 2026 and July 29, 2026, respectively. Our proposal expired on August 10^th, yet we still have not received an answer from the Special Committee.

If the Board and Special Committee fail to fulfill their fiduciary obligations by not providing stockholders with a transparent evaluation process, remaining wed to a failed operating strategy or accepting an inferior buyout, rest assured that there will be consequences for each of you.

Sincerely,

Bradley L. Radoff and Michael Torok

_______________________
1		Unaffected price calculated as of close on April 10, 2026, the trading day immediately prior to the Radoff-JEC Group’s submission of its initial non-binding proposal to acquire the Company. Current share price as of close on August 12, 2026.
2		Company earnings calls. Emphasis added.
3		Company earnings press releases.
4		Ibid.
5		Dr. Farokhzad’s Form 4 filings.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260813567935/en/

Greg Lempel
greg@fondrenlp.com

Source: On Behalf of The Radoff-JEC Group