[144] JFrog Ltd. SEC Filing

Rhea-AI Filing Summary

Seer, Inc. (NASDAQ: SEER) has filed an 8-K disclosing two key matters arising from its 2025 Annual Meeting held on July 7, 2025.

Item 3.01 – Nasdaq Audit-Committee Non-Compliance: The company informed Nasdaq that, following the meeting, its Audit Committee will drop below the minimum three-member requirement and will lack the mandated “financially sophisticated” director, putting Seer out of compliance with Listing Rule 5605(c)(2)(A). Seer intends to use the cure period allowed under Rule 5605(c)(4)(B) and is actively reviewing Board and committee composition to regain compliance before the cure window lapses.

Item 5.07 – Shareholder Voting Results:

• Quorum: 85,881,548 votes represented (≈90.16% of eligible votes).
• Director elections: All six nominees—Omid Farokhzad, Meeta Gulyani, Terrance McGuire, Robert Langer, Dipchand Nishar and Nicolas Roelofs—were elected. Support ranged from 86.4% (McGuire) to 99.1% (Gulyani) of votes cast.
• Auditor ratification: Deloitte & Touche LLP was re-appointed with 85,859,701 “FOR”, only 4,444 “AGAINST” and 17,403 abstentions.

No earnings data, transactions or operational updates were provided. The primary investor takeaway is the potential listing-status risk if the Audit Committee deficiency is not remedied within Nasdaq’s cure period.

Positive

• Overwhelming shareholder support for Deloitte & Touche LLP (99.96% of votes cast), reinforcing audit stability.
• All director nominees elected, ensuring Board continuity and strategic consistency.

Negative

• Non-compliance with Nasdaq Listing Rule 5605(c)(2)(A) due to insufficient Audit Committee size and lack of a financially sophisticated member.
• Potential delisting risk if compliance is not restored within the Nasdaq cure period.

Insights

Corporate Governance Expert

TL;DR: Nasdaq audit-committee deficiency poses governance risk; company has cure window.

The notice under Item 3.01 signals a governance lapse that could escalate to delisting if unresolved. Although Nasdaq normally grants up to a one-year cure period, failure to add a qualified, financially savvy third director within that timeframe would trigger a hearing process. Historically, most issuers rectify such issues, but investors should monitor Board-composition announcements and any potential director resignations. The swift communication and stated intent to cure mitigate immediate risk, yet the incident highlights internal succession-planning weaknesses and could weigh on investor confidence in oversight quality.

Securities Analyst

TL;DR: Listing-rule breach slightly negative; voting outcomes broadly routine.

The audit-committee shortfall is the only materially new information. While not impacting near-term operations or cash flow, Nasdaq non-compliance can constrain capital-market access if prolonged. Shareholder voting results were routine: high participation (>90%) and overwhelming approval of directors and Deloitte. No financial guidance or performance metrics were provided, so valuation models remain unchanged. Overall effect is modestly negative pending Board remediation.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
COMMON	MERRILL LYNCH 75 ROCKEFELLER PLAZA NEW YORK NY 10019	35000	1458291.13	108420032	07/08/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
COMMON	04/28/2008	STOCK BONUS	JFROG LTD			765000	04/28/2008	STOCK BONUS

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	04/09/2025	15000	469938.89
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	06/10/2025	35000	1488319.32
JFROG LTD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	04/08/2025	20000	572444.55
JFROG LITD 270 E CARIBBEAN DRIVE SUNNYVALE CA 94089	FROG	05/13/2025	35000	1463492.79

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Seer (SEER) receive a Nasdaq non-compliance notice?

After the 2025 Annual Meeting, Seer’s Audit Committee dropped below three members and lacks a financially sophisticated director, breaching Rule 5605(c)(2)(A).

What is the timeline for Seer to regain Nasdaq compliance?

The company will use the cure period under Rule 5605(c)(4)(B); exact length was not stated but Nasdaq typically allows up to one year.

Were Seer’s directors re-elected?

Yes. All six nominees were elected, with votes FOR ranging from 59.7 million to 69.1 million.

Did shareholders approve Seer’s auditor for 2025?

Yes. Deloitte & Touche LLP was ratified with 85,859,701 votes FOR versus only 4,444 AGAINST.

How many votes were represented at Seer’s 2025 Annual Meeting?

A total of 85,881,548 votes were present, representing approximately 90.16% of eligible votes.

Does the filing include any financial results or guidance?

No. The 8-K only covers Nasdaq compliance and Annual Meeting voting outcomes; no earnings or guidance were provided.