The Radoff-JEC Group Releases Presentation Highlighting Why Seer, Inc. Stockholders Should Vote for Boardroom Change

Key Terms

poison pill financial

A poison pill is a defensive tactic a company’s board adopts to make an unwanted takeover much more costly or difficult, typically by allowing existing shareholders (but not the bidder) to buy additional shares or triggering dilution once a single buyer crosses a ownership threshold. For investors, it matters because it can protect a company’s long‑term plans and raise the price a bidder must pay, but it can also block or delay takeovers that might deliver a premium to shareholders.

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.

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.

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Details How Chair and CEO Omid Farokhzad, M.D., Compensation Committee Chair Terrance McGuire and Director Deep Nishar Have Burned More Than $310 Million in Cash, Adopted an Anti-Stockholder Poison Pill and Paid Themselves Excessively While Overseeing a 97% Decline in Seer’s Share Price

Urges Stockholders to Elect Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini to Help Prevent Further Value Destruction

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 released a presentation detailing the urgent case for boardroom change at Seer.

The presentation highlights why stockholders should replace Chair and CEO Omid Farokhzad, M.D., Terrance McGuire and Deep Nishar by electing Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini to the Company’s Board of Directors (the “Board”) at the upcoming annual meeting scheduled to be held on July 28, 2026:

• Dr. Farokhzad has been the Chair and CEO of Seer since its IPO. Until December of 2025, Dr. Farokhzad effectively had control of Seer through his ownership of nearly 40% of Seer’s total voting power through his then super-voting Class B shares. As such, we believe that Dr. Farokhzad is accountable for ALL of the failures at Seer – from its failed strategy to its operating losses and cash burn, and ultimately, to the 97% decline in Seer’s share price.¹
• We believe Messrs. McGuire and Nishar have supported the value destruction at Seer by, among other things, failing to hold Dr. Farokhzad accountable as CEO despite witnessing more than five years of his failing strategy and supporting the adoption of a unilateral poison pill seemingly to protect Dr. Farokhzad’s position by weakening the rights of stockholders.
• As shown in slide 15 of our presentation, since Seer’s IPO, Dr. Farokhzad has sold over $103 million worth of Seer shares.² Seer’s current market capitalization is only $92.4 million!³
• Slide 37 of our presentation highlights that while Seer stockholders were suffering significant losses and the Company was floundering, Dr. Farokhzad – who was being paid millions of dollars by Seer – was spending significant time running a different company (Dynamics Special Purpose Corp.).⁴ Rather than demand Dr. Farokhzad’s resignation or termination as CEO, Messrs. McGuire and Nishar joined Dr. Farokhzad at the SPAC, enjoying fees and other compensation. Similar to Seer, shares of the publicly traded SPAC (NASDAQ: SNTI) have lost 98.3% of their value since Dr. Farokhzad took it public!⁵
• Our nominees are three independent public company directors who would bring the requisite biotechnology, corporate governance, capital allocation and M&A expertise that we believe is required to unlock value at Seer and oversee a robust strategic review for the benefit of all stockholders.
  • Crucially, Dr. Berman and Messrs. Horowitz and Rinaldini have track records of creating value for stockholders of other companies, are independent of Dr. Farokhzad and would bring objectivity to the boardroom.

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

¹ 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 Dr. Farokhzad’s Form 4 filings.
³ Market capitalization per FactSet as of market close on May 20, 2026, the day before the Radoff-JEC Group filed its preliminary proxy statement.
⁴ Dynamics Special Purpose Corp. filings. 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.
⁵ FactSet. Share price decline from June 9, 2022 through June 25, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260629162416/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