The Radoff-JEC Group Calls on Seer Inc. and Its Advisors to Reevaluate Its Premium Acquisition Proposal in the Best Interests of All Stockholders

Key Terms

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.

preliminary proxy statement regulatory

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

proxy contest regulatory

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.

fiduciary duty regulatory

Fiduciary duty is the legal and ethical obligation of someone who manages money or makes decisions on behalf of others to act honestly, loyally, and in the best financial interest of those people. Think of it like a trusted guardian managing a household budget who must put the family's needs ahead of their own; for investors, it reduces the risk of conflicts of interest, mismanagement, or self-dealing and helps protect their assets and returns.

total stockholder return financial

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

class a common stock financial

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

universal proxy card regulatory

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

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

Add on Google Not now

Corrects the Board’s Flawed Reasons for Rejecting its Credible, Premium Acquisition Offer in Apparent Breach of its Fiduciary Duty

Reaffirms its Fully Financed Proposal to Acquire Seer for $2.40 per Share in Cash – a 42% Premium to the Unaffected Share Price – and a CVR for Stockholders to Receive 80% of the Net Proceeds from the Company’s Assets

Files Preliminary Proxy Statement to Give Stockholders the Opportunity to Elect Three New Qualified, Independent Directors Who Intend to Advocate for a Strategic Review Process Aimed at Maximizing Value for All Seer Stockholders

HOUSTON--(BUSINESS WIRE)-- Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”), who collectively own approximately 7.8% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following open letter to the Company’s independent directors and financial and legal advisors in response to Seer’s apparent bad-faith rejection of the Radoff-JEC Group’s three fully financed proposals to acquire Seer.

The Radoff-JEC Group has also filed a preliminary proxy statement to solicit votes for the election of its three nominees – Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini – to the Board at the upcoming 2026 Annual Meeting of Stockholders.

***

May 27, 2026

Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: Meeta Gulyani, Terrance McGuire, Dipchand Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.; Perella Weinberg Partners LP; and Wilson Sonsini Goodrich & Rosati, Professional Corporation

Dear Independent Members of the Board, Perella Weinberg and Wilson Sonsini,

As you are aware, the Radoff-JEC Group has submitted three public proposals to acquire Seer:

• April 13, 2026: Proposal to acquire the Company for $2.25 per share in cash, a 33% premium to the unaffected closing price, and a contingent value right (“CVR”) for stockholders to receive potential additional value from the sale of Seer’s assets.
• April 24, 2026: Improved proposal to acquire the Company for $2.35 per share in cash, a 39% premium to the unaffected closing price, and the same CVR.
• May 14, 2026: Third proposal to acquire the Company for $2.40 per share in cash, a 42% premium to the unaffected closing price, and the same CVR.

The Board did not respond to our April 13 proposal, rejected our April 24 proposal without engaging with us and rejected our May 14 proposal – again, without engaging with us. As the fourth-largest stockholder of Seer with a 7.8% ownership stake, we believe it is a potential breach of fiduciary duty for the Board to refuse to engage with a bidding party and reject an acquisition offer that could represent superior value for stockholders compared to what could reasonably be expected under the status quo.

In Seer’s May 21, 2026 press release, the Board alleged our proposal “is not in the best interests of Seer stockholders because it significantly undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects.” How can the Board credibly claim this when Seer’s management team – which has failed to create any value for stockholders over the past five and a half years – has not provided a credible standalone plan that would deliver superior value? Since the Board has refused to discuss our proposal with us, denying us an opportunity to address any concerns, we are providing written explanations below for why we believe the Board’s purported reasons for rejecting our bids are not legitimate.

Seer’s Reasons for Rejecting Our Bids1	The Radoff-JEC Group’s Views
“[T]he Board carefully reviewed the Revised Proposal in consultation with its independent financial and legal advisors. Following a thorough analysis, the Board concluded that the Revised Proposal significantly undervalues Seer.”	Given that the Board never spoke to us, it’s difficult to take its “careful” and “thorough” review seriously.   Perella Weinberg and Wilson Sonsini’s role appears to be implementing activist defense strategies to help Chair and CEO Omid Farokhzad, M.D. and his allies entrench themselves – not advising the Board on ways to maximize value for all stockholders. When Perella Weinberg calculated the potential value of the Company as a standalone enterprise under Dr. Farokhzad, how did it account for Dr. Farokhzad’s and director Dr. Robert Langer’s record of incinerating more than $1 billion of investor capital across at least five separate companies?
“[T]he Second Unsolicited Proposal fails to reflect the value of Seer’s Proteograph Product Suite platform, as well as Seer’s technology leadership, adoption momentum and standalone growth prospects.”	Seer is a microcap business that is projected to grow revenue by just 3% this year after burning nearly $16 million in cash in the most recent quarter. The Company posted $2.8 million in revenue in the first quarter of 2026, which represents a -33.3% decline year over year and its lowest first-quarter revenue since 2021.   The Company’s first quarter results were so disappointing that its stock – which had risen following our initial acquisition proposal – fell to below the unaffected share price in the days after the earnings report.2   Our proposal, which includes a CVR to enable stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer’s business and assets, will unlock whatever value remains of Seer’s platform and the technology that underpins it.
“The Board is confident that Seer’s strategy, platform and team will create value well in excess of the proposal from the Radoff-JEC Group.”	The Seer leadership team has detailed its strategy and the market opportunity for its platform in numerous earnings calls, SEC filings, investor presentations and investor conferences. Since the Company’s initial public offering in December 2020, Dr. Farokhzad and his management team have delivered a -97% total stockholder return and burned hundreds of millions of cash while delivering negligible revenue growth.3 There is no evidence to support Dr. Roelofs’ statement.   This is a Company that has no business remaining public under the same failed leadership.
“As with the Initial Unsolicited Proposal, the Second Unsolicited Proposal was not accompanied by any evidence that the Radoff-JEC Group had access to the funds necessary to consummate the proposed acquisition.”	As we stated at the time of submitting them, each of our acquisition proposals were fully financed and subject to very limited confirmatory due diligence. The acquisition proposals could be financed with the cash on the Company’s balance sheet.   How can the Board and its advisors declare our offer as highly contingent and lacking funding when they have never reached out to us and when that contradicts the facts of our offer?

Independent directors are legally obligated to act in the best interest of all stockholders – not remain complicit in decisions that are apparently being pushed by management and destroying value. As directors and named advisors to a public company, your individual reputations are on the line. We continue to believe that an immediate sale of the Company would be in the best interest of all stockholders and provide immediate value that is at risk of further destruction under the current leadership team. We urge you to reevaluate the merits of our proposal and immediately initiate a credible strategic review process, which should be run by an independent committee of the Board and include engagement with us to discuss our proposal in detail.

Because you continue to act in a manner that, in our view, borders on breaching your fiduciary duty, we have no choice but to proceed with a proxy contest to give stockholders the opportunity to elect three new highly qualified, independent directors who would bring significant biotechnology, capital allocation, M&A and public company governance experience to the boardroom. If elected, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini plan to advocate for a robust strategic review process aimed at maximizing value for all Seer stockholders. We expect stockholders will overwhelmingly vote for change in light of the Company’s abysmal performance, lack of revenue growth and mishandling of our acquisition proposal under the current Board and management team.

Sincerely,

Bradley L. Radoff and Michael Torok

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Bradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the “Radoff-JEC Group”), have filed a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Seer, Inc., a Delaware corporation (the “Company”).

THE RADOFF-JEC GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the anticipated proxy solicitation are The Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff, JEC II Associates, LLC (“JEC II”), The MOS Trust (“MOS Trust”), MOS PTC, LLC (“MOS PTC”), Michael Torok, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini.

As of the date hereof, Radoff Foundation directly beneficially owns 500,000 shares of Class A Common Stock, par value $0.00001 per share, of the Company (“Common Stock”). As of the date hereof, Mr. Radoff directly beneficially owns 2,110,232 shares of Common Stock. Mr. Radoff, as a director of Radoff Foundation, may be deemed to beneficially own the 500,000 shares of Common Stock directly beneficially owned by Radoff Foundation, which, together with the 2,110,232 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 2,610,232 shares of Common Stock beneficially owned by Mr. Radoff. As of the date hereof, JEC II directly beneficially owns 1,167,296 shares of Common Stock. As of the date hereof, MOS Trust directly beneficially owns 215,000 shares of Common Stock. MOS PTC, as the trustee of MOS Trust, may be deemed to beneficially own the 215,000 shares of Common Stock directly beneficially owned by MOS Trust. As of the date hereof, Mr. Torok directly beneficially owns 285,000 shares of Common Stock. Mr. Torok, as the Manager of JEC II and a Manager of MOS PTC, may be deemed to beneficially own the 1,382,296 shares of Common Stock directly beneficially owned in the aggregate by JEC II and MOS Trust, which, together with the 285,000 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 1,667,296 shares of Common Stock beneficially owned by Mr. Torok. As of the date hereof, each of Dr. Berman and Messrs. Horowitz and Rinaldini does not beneficially own any shares of Common Stock.

____________________________

1 Seer’s April 27, 2026 and May 21, 2026 press releases and 2026 preliminary proxy statement.

2 Bloomberg. 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, Seer’s share price closed at $1.69. One week after the Company reported Q1 2026 earnings on May 13, 2026, Seer’s share price closed at $1.68 on May 20, 2026.

3 Bloomberg. TSR from December 4, 2020 through the unaffected date of April 10, 2026.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260527350891/en/

Greg Lempel
greg@fondrenlp.com

Source: On Behalf of The Radoff-JEC Group