Seer Board of Directors Issues Letter to Shareholders Setting the Record Straight

Rhea-AI Summary

Market Context

19% move on acquisition headlines, leaving governance outcomes and insider activity as key watchpoin...

Analysis

19% move on acquisition headlines, leaving governance outcomes and insider activity as key watchpoints.

Key Figures

Cash burned since 2022: more than $150 million Cash burn reduction: 36% Operating expense decline: approximately 19% +5 more

8 metrics

Cash burned since 2022 more than $150 million Claim by Radoff-JEC Group referenced in board letter

Cash burn reduction 36% Decrease in cash burn since 2022

Operating expense decline approximately 19% Year-over-year reduction in operating expenses in 2025

CEO total pay claim nearly $37 million Compensation amount activists attribute to Dr. Farokhzad

2023 option hurdle 150% Stock price performance hurdle on 2023 option awards

2024 option hurdle 300% Stock price performance hurdle on 2024 option awards

Annual Meeting date July 28, 2026 Scheduled date of Seer’s 2026 Annual Meeting

Meetings with activists six meetings Number of meetings with Radoff and Torok since late 2024

Historical Context

5 past events · Latest: Jul 08 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 08	Activist shareholder letter	Neutral	+0.9%	Radoff-JEC Group sent a letter challenging Seer’s narrative ahead the annual meeting.
Jul 08	Board defense letter	Neutral	-1.8%	Seer’s board issued a letter supporting its director nominees in the proxy contest.
Jul 06	Activist response to bid	Neutral	+35.2%	Radoff-JEC Group responded to CEO Omid Farokhzad’s proposal to acquire Seer.
Jul 06	Investor presentation	Neutral	+35.2%	Seer filed an investor presentation outlining momentum and long-term value potential.
Jul 02	Acquisition proposal	Positive	+35.2%	Company received a $2.45-per-share cash offer plus two CVRs from its CEO.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent acquisition-related headlines in early July coincided with a sharp positive move, while other proxy-fight communications have produced relatively modest price reactions.

Key Terms

proxy contest, cash burn, reverse merger, proxy card

4 terms

proxy contest financial

"Bradley Radoff and Michael Torok would like stockholders to believe this proxy contest is about governance"

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

cash burn financial

"“Seer has burned more than $150 million in cash since 2022.”"

Cash burn is the speed at which a company uses its available cash to pay for day‑to‑day operations, development and other outflows, usually expressed over a month or year. Investors care because it acts like a car’s fuel gauge: a high burn rate relative to cash on hand means the business may soon need extra financing or cut spending, while a low burn rate suggests greater financial stability and more time to grow.

reverse merger financial

"demands to force a sale, run a reverse merger or strip cash off the balance sheet."

A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.

proxy card financial

"vote “FOR” the election of Seer’s seven highly qualified nominees on the BLUE proxy card."

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Addressing the Radoff-JEC Group’s Misleading Claims

Urges Stockholders to Vote “FOR” Seer’s Director Nominees on the BLUE Proxy Card

REDWOOD CITY, Calif., July 14, 2026 (GLOBE NEWSWIRE) -- Seer, Inc. (Nasdaq: SEER) (“Seer” or the “Company”) today issued a letter to stockholders containing important information for shareholders to consider in connection with the Company’s upcoming Annual Meeting of Stockholders (the “Annual Meeting”) to be held on July 28, 2026. Stockholders as of May 29, 2026 will be entitled to vote at the Annual Meeting.

Throughout its campaign, the Radoff-JEC Group has made many misleading claims about Seer and its performance, management, governance and value creation potential. Seer stockholders have an important decision to make at the Annual Meeting and deserve complete information, in context, to inform their votes.

The Board recommends that stockholders vote “FOR” the election of Seer’s seven highly qualified nominees on the BLUE proxy card.

The full text of the letter follows:

Dear Fellow Seer Stockholders,

As we approach the July 28, 2026, Annual Meeting of Stockholders (the “Annual Meeting”), you have an important choice to make regarding the future of Seer and your investment, and we want you to have the facts.

Bradley Radoff and Michael Torok would like stockholders to believe this proxy contest is about governance or recent stock performance. In our view, it is not. This proxy contest is about whether two stockholders will be permitted to remove three of our highly engaged and experienced directors to install nominees who are aligned with Radoff and Torok’s short-term agenda: sell Seer early, strip Seer of its cash, and deprive long-term stockholders of the value that they have funded.

For months now, Radoff and Torok have made a series of misleading statements. Stockholders deserve proper context.

RADOFF & TOROK’S MISLEADING CLAIMS	THE FACTS
“Seer has a history of destroying stockholder value.”	Radoff and Torok have compared Seer to the S&P Biotechnology Select Industry Index. Seer is a life sciences tools company, not a biotech company. The life sciences tools sector has been down. The platform has not. Stockholders should focus on the strength of Seer’s pioneering technology, the growing scientific validation, the number of high-impact publications, and the increasing number of large-scale population studies adopting Seer’s platform. Radoff and Torok want stockholders to believe that a share price chart tells the whole story. It does not.
“Seer has burned more than $150 million in cash since 2022.”	Radoff and Torok’s cash-burn attack ignores what Seer has built and the disciplined actions the Board has taken. Cash burn1 has fallen 36% since 2022. Operating expenses declined approximately 19% year-over-year in 2025. As we made clear at our IPO, significant investments are required to scale and stand up a first-of-its-kind platform. Seer maintains a strong cash position with no debt and continues to invest in platform commercialization.
“Seer trades at a massive discount to net cash.”	Category-creating life sciences tools companies like Seer often endure periods where scientific and commercial progress meaningfully outpace public market recognition. Markets are forward-looking, and we have been transparent with the market about our path to breakeven as we scale this new technology. As a result, the market has assigned a discount to the current level of cash on the balance sheet as we build towards profitability – a common dynamic in our industry.
“The Board has rewarded Dr. Farokhzad with nearly $37 million in pay.”	Executive pay is set by a Board committee of independent directors advised by an independent compensation consultant. Dr. Farokhzad’s base pay has consistently been between the 25th and 50th percentile of our peers. His option awards in 2023 and 2024 were subject to 150% and 300% stock price performance hurdles, respectively. In 2025, he was not given any equity grants. Seer’s compensation program is designed to align management with stockholders and reward performance, not short-term market dislocation.
“Dr. Farokhzad has destroyed value across five separate companies”	Dr. Farokhzad served in scientific and Board member roles, not in management or operational roles, at any company he had a prior relationship with. Operational outcomes at these companies reflect management team execution, not his scientific or platform-building contributions. Each time, Dr. Farokhzad invented a platform with foundational science, built the institutional credibility around it and created a path to value over an appropriate time horizon, not an activist's timeline.
“There are independence concerns with existing directors”	Our board is comprised of qualified and independent individuals. Contrary to Radoff and Torok’s claims, Terry McGuire never served on the Board of Dr. Farokhzad’s SPAC, Dynamics Special Purpose Corp. Radoff-JEC has also not identified a single board decision that was impacted by concerns surrounding independence.
“The Board has not engaged with [Radoff and Torok] in the interest of all stockholders.”	We have repeatedly engaged with Radoff and Torok. We are always open to constructive ideas from stockholders. Seer’s management and Board have held six meetings with Radoff and Torok since late 2024. Dr. Nick Roelofs and Isaac Ro, both of whom are independent directors, met with Radoff and Torok on March 12, 2026 and June 12, 2026. In addition, it is ironic that Radoff and Torok accuse the Board of not engaging even though Radoff and Torok declined to make their director nominees available for customary interviews. Good-faith engagement requires more than demands to force a sale, run a reverse merger or strip cash off the balance sheet. Seer remains focused on the path that we believe will create the greatest long-term value for all stockholders.

Given all of these inaccuracies and misstatements, it is clear that Seer stockholders cannot trust Radoff and Torok.

Vote the BLUE Proxy Card Today

Seer has the right Board, the right strategy, and the right platform to create long-term value for stockholders.

Radoff and Torok have no plan to build Seer. Their campaign is focused on forcing a sale before stockholders can benefit from the progress they have funded. Do not let Radoff and Torok take control of Seer’s future.

We unanimously recommend that you vote today using the BLUE proxy card “FOR” the election of each of Seer’s seven highly qualified director nominees: Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro, and Nicolas Roelofs, Ph.D.

Your vote is very important. Vote the BLUE proxy card today “FOR” Seer’s highly qualified nominees.

Thank you for your continued support of Seer.

Sincerely,
The Seer Board of Directors

If you have any questions or require any assistance with voting your shares,
please call:

Innisfree M&A Incorporated

Stockholders may call toll free: (877) 456-3524

Advisors

Perella Weinberg Partners LP is serving as financial advisor to Seer and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel.

About Seer, Inc.

Seer, Inc. (Nasdaq: SEER) sets the standard in deep, unbiased proteomics, delivering insights with a scale, speed, precision and reproducibility previously unattainable. Seer’s Proteograph^® Product Suite integrates proprietary engineered nanoparticles, streamlined automation instrumentation, optimized consumables and advanced analytical software to overcome the limitations of traditional proteomic methods. Seer’s products are for research use only and are not intended for diagnostic procedures. For more information, visit www.seer.bio.

For more information, please email us at pr@seer.bio.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on Seer’s beliefs and assumptions and on information currently available to it on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause Seer’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include but are not limited to statements regarding Seer’s plans, strategies, expectations, strategic opportunities, business objectives, profitability expectations, research and development initiatives, and prospects. These and other risks are described more fully in Seer’s filings with the Securities and Exchange Commission and other documents that Seer subsequently files with the Securities and Exchange Commission from time to time. Except to the extent required by law, Seer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Media Contact:
Patrick Schmidt
pr@seer.bio

Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Joseph Sala
(212) 355-4449

Investor Contact:
Marissa Bych
investor@seer.bio

______________________________
¹ Represents cash flow from operations minus net capital expenditure