The Radoff-JEC Group Sends Open Letter to Seer, Inc. Unconflicted Independent Directors Meeta Gulyani and Nicolas Roelofs

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Key Terms

fiduciary duties regulatory

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.

schedule 13g regulatory

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

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Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.

special purpose acquisition company financial

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

spac financial

A special purpose acquisition company (SPAC) is a company formed specifically to raise money through an initial public offering (IPO) with the goal of buying or merging with an existing private company. For investors, a SPAC offers a way to invest in a potential future business without initially knowing which company it will acquire, making it a way to access new investment opportunities that might otherwise be difficult to invest in directly.

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A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

form 4 regulatory

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

03/04/2026 - 08:00 AM

Raises Concerns About the Board’s Continued Deference to Chair and CEO Dr. Omid Farokhzad in Light of His Track Record of Value Destruction

Highlights Recently Filed Stockholder Lawsuit Against Seer and its Board Members, Which Alleges the Board Breached its Fiduciary Duties in Connection with the Adoption of the NOL Poison Pill

Calls on the Board to Immediately Announce a Sale Process to Avoid Further Value Destruction Under Dr. Farokhzad

HOUSTON--(BUSINESS WIRE)-- Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group”), who collectively own approximately 7.6% of the outstanding common stock of Seer, Inc. (NASDAQ: SEER), today issued the following open letter to independent directors Meeta Gulyani and Nicolas Roelofs.

***

March 4, 2026

Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: Meeta Gulyani and Nicolas Roelofs

Dear Ms. Gulyani and Mr. Roelofs,

As one of the largest stockholders of Seer, Inc. (“Seer” or the “Company”), with ownership of approximately 7.6%, we continue to be disappointed by the apparent lack of good judgment being exercised by the Company’s Board (the “Board”) and management. After reviewing numerous public documents and the recent lawsuit filed by a stockholder against Seer and the Board, we have substantial doubts that Board Chair and CEO Dr. Omid Farokhzad, Dr. Robert Langer, Terry McGuire, Deep Nishar and Isaac Ro are capable of honoring their fiduciary duties to all stockholders. For that reason, we have addressed this letter only to you. As truly independent directors of Seer, we would argue that you have the least to gain and the most to lose.

The dismal operating results under the leadership of Dr. Farokhzad and the governance of the Board are plainly evident. Since 2022, Seer’s annual revenue has increased by nearly $1.1 million while the cash burned in operations has exceeded $160 million.¹ On February 26^th, Seer issued guidance for 2026, and the midpoint of the revenue range implies only 3% growth or roughly $400,000 in incremental revenue compared to the previous year.² The 2026 cash burn to achieve that incremental $400,000 in revenue is expected to exceed $40 million.

If 2026 goes according to the Board-approved operating plan, Seer will have spent four years and burned approximately $200 million in cash to increase annual revenue by a total of $2.5 million, representing an annualized growth rate of just 2.5%. Based on the Company’s cost structure and gross margin profile, we estimate that Seer would need to grow its revenue by over 1,050% to reach GAAP breakeven.

Unsurprisingly, Seer’s shares fell over 17% in response to the Company’s earnings and guidance.³ Seer’s shares continue to trade at a massive discount to its net cash balance – $101.6 million market capitalization versus $240.5 million in cash and no debt.⁴ The public market’s valuation of Seer attributes NEGATIVE $140 million of value to the Company’s management, governance, technology and business plan.

Rather than hold Board Chair and CEO Dr. Farokhzad accountable for the destruction of stockholder value, the cash burn, the consistent lack of revenue growth and his 2026 operating plan calling for more of the same, the Board instead doubled down on its defense of Dr. Farokhzad to the detriment of stockholders. On February 26^th, the Board announced it unanimously adopted a poison pill (the “NOL poison pill”) that prevents stockholders from accumulating beneficial ownership of 4.9% or more of Seer’s common stock under the guise of “tax benefit preservation” for a business that has a near zero chance of generating taxable income.⁵ A stockholder has since filed a lawsuit against Seer and the Board in the Delaware Court of Chancery alleging that the Board members breached their fiduciary duties in connection with the adoption of the sweeping NOL poison pill.⁶

It is notable that during 2025, Bradley L. Radoff and his affiliates filed a Schedule 13G reporting ownership of over 5% of Seer’s common stock.⁷ At that time, Board Chair and CEO Dr. Farokhzad still had super voting Class B stock, and the Board took no urgent action to “protect Seer’s valuable income tax net operating loss carryforwards and other tax assets,” making it abundantly clear to us – as it should be to all stockholders – that enriching themselves and entrenching themselves are the main objectives of this Board and management.

Since you are both relatively new to Seer, we want to ensure you are aware of the following:

In 2020, just prior to Seer’s initial public offering, Seer spun out PrognomIQ, Inc. (“PrognomIQ”).⁸ Seer continues to own approximately 20% of PrognomIQ, and Dr. Farokhzad is the Board Chair at PrognomIQ (and presumably a shareholder personally).⁹ Mr. Ro, a Seer Board member, is also a PrognomIQ Board member, and Mr. Ro’s firm, Catalio Capital Management, invested in PrognomIQ.¹⁰ This interconnection is unusual. It is also highly concerning that Seer recently led an investment round at PrognomIQ and, that since Seer’s IPO, PrognomIQ is Seer’s largest source of revenue.¹¹ Given this background, we believe this investment was highly questionable, as are the transactions between the companies.

In February 2021, shortly after Seer completed its IPO, Dr. Farokhzad reported selling more than 1 million shares of Seer at $64.15 per share, netting a profit of nearly $100 million.¹² Subsequent to Dr. Farokhzad’s sales, Seer’s shares have declined over 97%.¹³

In 2022, while employed by Seer as Board Chair and CEO and while being paid $6.7 million for those services, Dr. Farokhzad co-founded and served as executive chair of Dynamics Special Purpose Corp, a special purpose acquisition company (“SPAC”) that combined with Senti BioSciences, Inc. Your fellow Seer directors, Dr. Langer, Mr. Nishar and Mr. McGuire, were involved in various roles and seemingly profited from this endeavor as well. To date, shares of Dr. Farokhzad’s SPAC have declined 99.1%.¹⁴

Dr. Farokhzad co-founded BIND Therapeutics (“BIND”) with Dr. Langer. Dr. Farokhzad notes in his Seer biography that BIND was acquired by Pfizer Inc. (“Pfizer”). That is true, but Dr. Farokhzad omits from his biography that the sale to Pfizer was consummated in a bankruptcy court auction.¹⁵

In its approximately five years as a public company, Seer has had six director resignations. That large number of director resignations is highly unusual and points to deep-seated, systemic governance issues at Seer. We believe that if you were to review the biographies of the directors who have resigned from Seer’s Board, you would conclude that impressive, independent businesspeople have consistently resigned while Dr. Farokhzad and his longtime friends have stayed.

In summary, the failures at Seer and its 97% share price decline are consistent with Dr. Farokhzad’s track record across multiple companies. After effectively cashing out of Seer five years ago, Dr. Farokhzad has continued to enrich himself at the expense of stockholders while repeating his refrain that the Company’s anemic revenue growth and massive operating losses are due to macroeconomic headwinds. Your colleagues on the Seer Board have personal and professional relationships with Dr. Farokhzad that predate their service on the Company’s Board, raising serious questions regarding their ability to objectively evaluate management.¹⁶

We are counting on you to understand that your fiduciary responsibilities extend to all stockholders – and to act accordingly. You should not continue to “go with the flow” and rubberstamp Dr. Farokhzad acting purely in his own self-interest to the detriment of stockholders – as you did by supporting the adoption of a poison pill seemingly aimed at limiting our and other stockholders’ ownership for the purpose of entrenchment.

Given Dr. Farokhzad’s track record of value destruction and the hopelessly conflicted members of the Board, we are calling for you to act now for the benefit of all stockholders. We would urge the Board to immediately publicly announce a sale process. If there is any discussion about using Seer’s cash to fund new acquisitions, we would urge you to immediately resign and publicly state your disagreement with the Company. Lastly, we’d remind you that you can and will be held liable for the decisions you make as a fiduciary at Seer.

We believe the Company can be sold in the near term at a substantial premium to the current share price. We look forward to Seer publicly announcing a sale process led by a reputable advisor.

Sincerely,

Bradley L. Radoff and Michael Torok

_________________________

¹ The Company’s Form 10-K filings. Cash burned in operations refers to the sum of net cash used in operating activities, purchases of property and equipment and proceeds from disposal of property and equipment in 2023, 2024 and 2025.

² The Company’s Q4 and full-year 2025 earnings release dated February 26, 2026.

³ Change in the Company’s closing share price from February 26, 2026, through February 27, 2026.

⁴ Market capitalization as of March 3, 2026. Cash and cash equivalents, short-term investments and long-term investments as of December 31, 2025, from the Company’s Form 10-K filed on March 2, 2026.

⁵ The Company’s press release and Form 8-K dated February 26, 2026.

⁶ Complaint filed by Bruce Taylor, on behalf of himself and all other similarly situated stockholders of the Company, in the Delaware Court of Chancery on March 2, 2026.

⁷ Schedule 13G filed on February 12, 2025.

⁸ Company Form 10-Q filings.

⁹ The Company’s Form 10-K dated March 2, 2026. The Company’s investor relations website states that Dr. Farokhzad is Chair of the Board of PrognomIQ.

¹⁰ The Company’s investor relations website states that Mr. Ro serves on the Board of PrognomIQ. Lawsuit filed by Mr. Taylor states that Catalio Capital Management invested millions of dollars in PrognomIQ.

¹¹ The Company’s Form 10-K filings.

¹² Company Form 4 filing dated February 3, 2021. The Form 4 states that the earliest transaction occurred on December 3, 2021, the day before Seer began trading.

¹³ FactSet, Seer share price change from December 4, 2020, through March 3, 2026.

¹⁴ FactSet, Senti BioSciences, Inc. share price change from May 26, 2021, through March 3, 2026.

¹⁵ Pfizer and BIND press release dated July 1, 2016.

¹⁶ As detailed in Mr. Taylor’s lawsuit, Dr. Farokhzad has long-standing personal and professional relationships with Robert Langer, Sc.D., Terry McGuire and Deep Nishar.