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Seer Confirms Receipt of Unsolicited Proposal and Director Candidate Nominations from Radoff-JEC Group

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Seer (Nasdaq: SEER) confirmed receipt of a non-binding, unsolicited proposal from the Radoff-JEC Group to acquire all Class A shares for $2.25 per share in cash plus a contingent value right.

The group also nominated three director candidates for Seer’s 2026 Annual Meeting. The Board, with financial and legal advisors, will review the Proposal and nominations; no stockholder action is required at this time.

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Positive

  • $2.25 per share cash offer included in proposal
  • Proposal includes a contingent value right
  • Board engaged financial and legal advisors to review proposal

Negative

  • Proposal is non-binding and highly contingent, creating uncertainty
  • Three director nominations could trigger a proxy contest
  • Timing unclear: 2026 Annual Meeting date not announced

News Market Reaction – SEER

+13.61%
4 alerts
+13.61% Session close to close
+11.7% Peak Tracked
$95.35M Market Cap
0.6x Rel. Volume

In the Apr 13 session, SEER gained 13.61%, reflecting a significant positive market reaction. Argus tracked a peak move of +11.7% during that session. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +13.6% in the session following this news. A strong positive reaction aligns with a...
Analysis

The stock surged +13.6% in the session following this news. A strong positive reaction aligns with an unsolicited cash proposal of $2.25 per share plus a contingent value right, following months of activist engagement by the Radoff-JEC Group. Prior governance steps, including a tax benefit preservation plan and earlier activist letters, framed expectations for strategic alternatives. Investors would still need to track the Board’s evaluation process, any competing proposals, and the outcome of the 2026 Annual Meeting director nominations.

Key Figures

Cash offer per share: $2.25
1 metrics
Cash offer per share $2.25 Unsolicited proposal price for all outstanding Class A common stock

Historical Context

5 past events · Latest: Apr 09 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 09 Strategic collaboration Positive +0.0% Large-scale PRECISE SG100K proteomics collaboration covering 10,000 samples.
Mar 30 Patent decision Positive +1.2% PTAB upheld 23 key claims on nanoparticle protein enrichment patent.
Mar 04 Activist letter Neutral +2.8% Radoff-JEC Group open letter to independent directors about governance.
Feb 26 Tax plan adoption Negative -17.3% Tax benefit preservation plan limiting ownership above 4.9% without approval.
Feb 26 Earnings/outlook Negative -17.3% 2025 results with continued losses and cautious 2026 revenue outlook.

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

Pattern Detected

Recent news often saw strong reactions to governance and financial items (e.g., tax plan and earnings at -17.31%), while operational positives like collaborations and IP wins sometimes had muted or modest price impact.

Recent Company History

Over the last few months, SEER has combined operational progress with governance and activist dynamics. A Feb 26, 2026 earnings update and tax benefit preservation plan both coincided with a -17.31% move. Patent validation on Mar 23, 2026 and a PRECISE SG100K proteomics collaboration on Apr 9, 2026 were positive milestones but produced limited to modest price reactions. Activist engagement from the Radoff-JEC Group on Mar 4, 2026 showed a small positive move, framing today’s unsolicited proposal within an ongoing campaign.

Key Terms

contingent value right
1 terms
contingent value right financial
"for $2.25 per share in cash plus a contingent value right (the “Proposal”)."
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.

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

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No Stockholder Action Required at This Time

REDWOOD CITY, Calif., April 13, 2026 (GLOBE NEWSWIRE) -- Seer, Inc. (Nasdaq: SEER) (“Seer” or the “Company”), the pioneer and trusted partner for deep, unbiased proteomic insights, today confirmed that it has received a highly contingent, non-binding and unsolicited proposal from Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group”) to acquire all of the outstanding shares of Seer’s Class A common stock for $2.25 per share in cash plus a contingent value right (the “Proposal”).

Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Seer Board of Directors (the “Board”) will carefully 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.

In addition, Radoff-JEC Group has nominated three director candidates to stand for election to the Board at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The Corporate Governance and Nominating Committee of the Board will review the proposed nominees in accordance with the Company’s bylaws.

The Board will present its formal recommendation regarding the Radoff-JEC Group’s director nominations in the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission and mailed to all stockholders eligible to vote at the 2026 Annual Meeting. The date of the 2026 Annual Meeting has not yet been announced.

No stockholder action is required at this time.

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.

Additional Information and Where to Find It

Seer, its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with Seer’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Seer plans to file a proxy statement (the “2026 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting.

Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Deep Nishar, Isaac Ro and Nicolas Roelofs, all of whom are members of Seer’s board of directors, and David Horn, Seer’s president and chief financial officer, are participants in Seer’s solicitation. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2026 Proxy Statement and other relevant documents to be filed by Seer with the SEC in connection with the Annual Meeting. Information relating to the foregoing can also be found in Seer’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which was filed with the SEC on May 28, 2025, and is available here. Particular attention is directed to the sections of the 2025 Proxy Statement captioned “Board of Directors and Corporate Governance,” “Executive Compensation,” “Named Executive Officer Compensation Overview,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships, Related Party and Other Transactions.” To the extent that holdings of such participants in Seer’s securities have changed since the amounts printed in the 2025 Proxy Statement, such changes have been reflected on the following filings: for Mr. Farokhzad, on May 22, 2025, August 21, 2025, November 21, 2025, December 11, 2025, February 5, 2026, and February 19, 2026; for Ms. Gulyani, on July 9, 2025; for Mr. Langer, on July 9, 2025; for Mr. McGuire, on July 9, 2025 and December 11, 2025; for Mr. Nishar, on June 16, 2025 and July 9, 2025; for Mr. Ro, on September 3, 2025; for Mr. Roelofs, on July 9, 2025; and for Mr. Horn, on May 22, 2025; August 21, 2025; November 21, 2025, February 5, 2026, and February 19, 2026.

Promptly after filing its definitive 2026 Proxy Statement with the SEC, Seer will mail the definitive 2026 Proxy Statement and a BLUE proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2026 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT SEER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, Seer’s proxy statement (in both preliminary and definitive form), any amendments or supplements thereto, and any other relevant documents filed by Seer with the SEC in connection with the Annual Meeting at the SEC’s website, which is located here. Copies of Seer’s definitive 2026 Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Seer with the SEC in connection with the Annual Meeting will also be available, free of charge, at Seer’s website, which is located here, or by writing to Investor Relations, Seer, Inc., 3800 Bridge Parkway, Suite 102, Redwood City, CA 94065.

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 the actions to be taken by the Board. These and other risks are described more fully in Seer’s filings with the SEC and other documents that Seer subsequently files with the SEC 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


FAQ

What did Seer (SEER) disclose about the unsolicited proposal on April 13, 2026?

Seer confirmed it received a non-binding, unsolicited proposal to buy Class A shares for $2.25 per share plus a contingent value right. According to Seer, the Board will review the Proposal with independent advisors and determine next steps.

How many director candidates did the Radoff-JEC Group nominate for Seer (SEER) in 2026?

The Radoff-JEC Group nominated three director candidates to stand for election at the 2026 Annual Meeting. According to Seer, the Corporate Governance and Nominating Committee will review the nominees under company bylaws.

Does Seer (SEER) require any shareholder action after the Radoff-JEC Group proposal?

No shareholder action is required at this time, per the company. According to Seer, the Board will evaluate the proposal and will issue a formal recommendation in the definitive proxy statement before any vote.

Who is advising Seer (SEER) in response to the unsolicited proposal and nominations?

Seer is advised by Perella Weinberg Partners as financial advisor and Wilson Sonsini Goodrich & Rosati as legal counsel. According to Seer, the Board is consulting these independent advisors while reviewing the Proposal and nominations.

What are the immediate implications of the $2.25 per share offer for Seer (SEER) shareholders?

The Proposal would offer cash consideration of $2.25 per share plus a contingent value right if accepted. According to Seer, the offer is non-binding and under review, so no transaction has been approved or completed.