Special Committee of Seer’s Board of Directors Unanimously Rejects Unsolicited Acquisition Proposal from Omid Farokhzad, M.D.

Rhea-AI Summary

Seer (Nasdaq: SEER)/b) announced that a Special Committee of its Board, composed of independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D., has thoroughly reviewed and unanimously rejected an unsolicited, non-binding proposal dated July 1, 2026 from Chair and CEO Omid Farokhzad, M.D. to acquire all outstanding shares of Seer’s Class A common stock for .

The Special Committee, advised by independent advisors, determined the proposal is not in the best interests of stockholders because it undervalues Seer and does not reflect its long-term growth prospects. It also concluded that the CVRs, intended to allow stockholders to benefit from future developments related to Seer’s technology, are insufficient to fully value Seer and its growth potential.

Positive

• Unanimous rejection of $2.45 per-share offer plus CVRs as undervaluing Seer
• Independent Special Committee formed with external advisors to evaluate CEO-led proposal
• Board emphasizes long-term growth prospects as key factor in dismissing the transaction terms

Negative

• None.

Argus Jul 20 session 7 alerts

-5.99% close to close 0.5x rel. volume Open Argus

Details

Market move: SEER -5.99% in the Jul 20 session. acquisition proposal rejection

-2.9% Trough in 6 min

$119.31M Market Cap

On Jul 20, the day this news came out, SEER closed 5.99% below the previous close. Argus tracked a trough of -2.9% from its starting point during tracking. Our momentum scanner recorded 7 alerts for this stock that day.

Data tracked by StockTitan Argus for the Jul 20 session.

Key Figures

Cash offer: $2.45 per share Proposal date: July 1, 2026 Contingent value rights: Two CVRs +1 more

Cash offer

$2.45 per share

Unsolicited acquisition proposal

Proposal date

July 1, 2026

Date received by Seer

Contingent value rights

Two CVRs

Included in the acquisition proposal

Special Committee directors

2 independent directors

Committee reviewing the proposal

Previous Acquisition Reports

5 past events · Latest: Jul 06

Same Type 5 events

1. Jul 06

   Acquisition response

   24h Move

   +35.2%

   Radoff-JEC Group responded to the CEO’s acquisition proposal

2. Jul 02

   Acquisition proposal

   24h Move

   +35.2%

   Seer disclosed receipt of the CEO’s unsolicited acquisition proposal

3. May 27

   Acquisition appeal

   24h Move

   +2.1%

   Radoff-JEC Group urged reconsideration of its premium acquisition proposal

4. May 14

   Acquisition proposal

   24h Move

   -1.1%

   Radoff-JEC Group submitted its third non-binding acquisition proposal

5. Apr 29

   Acquisition response

   24h Move

   -2.6%

   Radoff-JEC Group responded to Seer’s rejection of an acquisition proposal

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

Key Terms

proteomic, contingent value rights, fiduciary duties

3 terms

proteomic technical

"the pioneer and trusted partner for deep, unbiased proteomic insights"

Proteomic describes something related to the large-scale study of proteins—the working parts inside cells that carry out functions and signal changes. For investors, proteomic work can reveal new drug targets, diagnostic tests or biomarkers that change a company’s potential revenue and risk profile; think of it like analyzing all ingredients in a recipe to find which ones can be improved or swapped to make a better product.

contingent value rights financial

"the contingent value rights included in the Proposal"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

fiduciary duties regulatory

"Consistent with its fiduciary duties, the Special Committee carefully reviewed"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

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

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REDWOOD CITY, Calif., July 20, 2026 (GLOBE NEWSWIRE) -- Seer, Inc. (Nasdaq: SEER), the pioneer and trusted partner for deep, unbiased proteomic insights, today announced that the Special Committee of Seer’s Board of Directors, consisting of independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D., has thoroughly reviewed and unanimously rejected the unsolicited, non-binding proposal received on July 1, 2026, from Omid Farokhzad, M.D., Seer’s Chair and Chief Executive Officer, to acquire all of the outstanding shares of Seer’s Class A common stock for $2.45 per share in cash plus two separate contingent value rights (the “Proposal”).

Consistent with its fiduciary duties, the Special Committee carefully reviewed the Proposal in consultation with its independent advisors and unanimously determined that it is not in the best interests of Seer’s stockholders because it undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects. In reaching this conclusion, the Special Committee noted that the contingent value rights included in the Proposal, which are intended to allow Seer’s stockholders to benefit from future developments related to Seer’s technology, were insufficient to fully value Seer and its growth potential.

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 prospects, growth potential and technology. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition proposal did Seer (Nasdaq: SEER) reject in July 2026?

Seer’s Special Committee rejected an unsolicited, non-binding proposal offering $2.45 per share in cash plus two contingent value rights. According to Seer, the proposal from Chair and CEO Omid Farokhzad, M.D., sought to acquire all outstanding Class A common shares.

Why did Seer’s Special Committee reject the $2.45 per share acquisition proposal (SEER)?

The Special Committee rejected the proposal because it determined it undervalues Seer and its long-term growth prospects. According to Seer, even with two contingent value rights tied to future technology developments, the offer did not fully reflect the company’s growth potential.

Who evaluated the July 1, 2026 acquisition offer for Seer (SEER)?

The offer was evaluated by a Special Committee of Seer’s Board, consisting of independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D. According to Seer, the committee consulted independent advisors before unanimously deciding to reject the unsolicited, non-binding proposal.

What were the contingent value rights in the Seer (SEER) acquisition proposal intended to do?

The two contingent value rights were intended to let stockholders benefit from future developments related to Seer’s technology. According to Seer, the Special Committee concluded these CVRs were insufficient to fully value the company and its overall growth potential.

What does the rejection of the CEO-led buyout proposal mean for Seer (SEER) shareholders?

The rejection means Seer shareholders will not receive the proposed $2.45 per share plus CVRs at this time. According to Seer, the Special Committee believes the proposal did not adequately reflect the company’s value or long-term growth prospects for stockholders.