The Radoff-JEC Group Urges Seer, Inc. Stockholders to Vote for Boardroom Change Today

Key Terms

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.

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.

tender offer financial

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

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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.

in-the-money options financial

In-the-money options are option contracts that already have intrinsic value because their preset price is more favorable than the current market price: for a call option you can buy the stock cheaper than its market price, while for a put option you can sell it for more. Think of it like a coupon that gives you an immediate saving; this matters to investors because these options are likelier to be exercised, carry higher cost and value, and affect trading, hedging and potential profit outcomes.

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Believes New Independent Directors Are Needed to Correct the Board’s Misaligned Priorities and Prevent Further Value Destruction

Reveals Seer’s Board Has Not Responded to the Radoff-JEC Group’s Stockholder-Friendly Offer Made on June 15 to Resolve the Ongoing Proxy Contest, Demonstrating the Board's Focus on its Own Entrenchment

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 7.7% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following statement.

Source: FactSet, Company proxy statements. Graph and figures are from December 4, 2020 through December 31, 2025.

• Seer’s Board of Directors (the “Board”) has destroyed value for stockholders while enriching Company insiders:
  • The Company has posted a -97.0% share price decline since its December 2020 IPO.¹
  • Seer has generated cumulative reported losses exceeding $465 million since its IPO.²
  • Seer has delivered virtually no revenue growth over the last three fiscal years, while investing over $160 million.³
  • The Board has rewarded Chairman and CEO Omid Farokhzad, M.D. with nearly $37 million in cumulative compensation while a stockholder who purchased one share at the time of the IPO ($19.00) would be left with less than $0.63.⁴

• Seer has no plan to create stockholder value under Chairman and CEO Omid Farokhzad, M.D.:
  • Dr. Farokhzad has destroyed more than $1 billion in investor capital across five separate companies, evidence supporting our belief that he is incapable of turning around Seer.⁵
  • The strategic plan overseen by the Board anticipates Seer will not achieve profitability until 2031.⁶
  • The Board rejected our three proposals to acquire Seer for premiums of 33% - 42% to its unaffected share price and a contingent value right – proposals which we believe provide substantially greater certainty of value creation than the Company’s current strategic plan – without even engaging with us.

• Seer’s Board has not responded to our proposal to settle this proxy contest:
  • On June 15, 2026, we proposed to end our ongoing proxy contest in exchange for Seer adopting governance enhancements and conducting a tender offer for 20 million shares at $2.50 per share, which would be in line with the Board’s authorized buyback program and management’s statements that there is a “significant dislocation” in the Company’s share price.⁷
  • More than a week later, the Board has still not responded to our settlement offer – which it requested in the first place – demonstrating that its priority is not delivering value or governance improvements for stockholders.
  • Instead of focusing on opportunities to maximize value for stockholders as Seer’s share price has consistently traded at a significant discount to net cash, the Board has diluted stockholders by repeatedly issuing large grants of restricted stock units and in-the-money options to Dr. Farokhzad and President and CFO David Horn.

Vote FOR the Radoff-JEC Group’s Nominees – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Today to Prevent Further Value Destruction

Do NOT Vote for Omid Farokhzad, M.D., Terrance McGuire or Dipchand (Deep) Nishar

Questions about how to vote? Contact (888) 368-0379 or info@saratogaproxy.com.

Visit www.SaratogaProxy.com/SEER to learn more.

_________________________________________

1FactSet. Share price decline from December 4, 2020 through April 10, 2026, the trading day immediately prior to the Radoff-JEC Group’s submission of its initial proposal to acquire the Company.

2 The Company’s Form 10-K for the year ended December 31, 2025 filed on March 2, 2026.

3 Company Form 10-K filings.

4 Company proxy statements. FactSet; share price decline from December 4, 2020 through December 31, 2025.

5 Seer, BIND Therapeutics, Inc., Selecta Biosciences, Inc., Tarveda Therapeutics, Inc. and Senti Biosciences Holdings, Inc.

6 Company PRE 14A filed on October 10, 2025.

7 On the Company’s Q1 2026 earnings call held on May 13, 2026, President and CFO David Horn said: “Our opportunistic share repurchase in the quarter reflect our continued belief that there is a significant dislocation in our share price.”

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260624630276/en/

Greg Lempel
greg@fondrenlp.com

or

Saratoga Proxy Consulting LLC
John Ferguson / Joseph Mills, 212-257-1311
info@saratogaproxy.com

Source: On Behalf of The Radoff-JEC Group