STOCK TITAN

Unsolicited $2.25-per-share offer and proxy challenge hit Seer (SEER)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Seer, Inc. disclosed that it has received a highly contingent, non-binding and unsolicited proposal from the Radoff-JEC Group to acquire all outstanding shares of Seer’s Class A common stock for $2.25 per share in cash plus a contingent value right. The Board, with independent financial and legal advisors, will carefully review the proposal to decide what is in the best interests of the company and its stockholders. In parallel, the Radoff-JEC Group has nominated three director candidates for election at Seer’s 2026 Annual Meeting. Seer’s Corporate Governance and Nominating Committee will evaluate these nominees under the company’s bylaws, and the Board will provide its recommendation in a future definitive proxy statement. The company emphasized that no stockholder action is required at this time and plans to send a BLUE proxy card with its 2026 proxy materials.

Positive

  • None.

Negative

  • None.

Insights

Seer faces an unsolicited bid and activist slate; outcomes hinge on Board review and stockholder votes.

The disclosure shows Radoff-JEC Group has made a highly contingent, non-binding offer to buy all Seer Class A shares for $2.25 per share in cash plus a contingent value right. Because it is unsolicited and subject to conditions, it represents interest rather than a firm transaction.

The group also nominated three directors for the 2026 Annual Meeting, signaling a potential proxy contest. Seer’s Board and its Corporate Governance and Nominating Committee will evaluate both the proposal and nominees, and will outline a formal recommendation in the definitive 2026 proxy statement and related BLUE proxy card.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Offer price $2.25 per share Cash consideration per Seer Class A common share in unsolicited proposal
Consideration structure Cash plus contingent value right Form of consideration offered for all outstanding Seer Class A shares
Director nominees Three candidates Number of Radoff-JEC Group nominees for Seer’s 2026 Annual Meeting
Annual Meeting year 2026 Year of Seer’s Annual Meeting where nominees would stand for election
Press release exhibit Exhibit 99.1 Filed press release confirming unsolicited proposal and nominations
contingent value right financial
"for $2.25 per share in cash plus a contingent value right (the “Proposal”)."
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.
unsolicited proposal financial
"confirmed that it has received a highly contingent, non-binding and unsolicited proposal from Bradley L. Radoff"
definitive proxy statement regulatory
"The Board will present its formal recommendation ... in the Company’s definitive proxy statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
participants in the solicitation of proxies regulatory
"Seer, its directors and certain executive officers are participants in the solicitation of proxies"
forward-looking statements regulatory
"This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
0001726445false00017264452026-04-132026-04-13

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 13, 2026

 

 

Seer, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-39747

 

82-1153150

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation)

 

File Number)

 

Identification No.)

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

(Address of principal executive offices, including zip code)

650-453-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last reports)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

SEER

The NASDAQ Stock Market LLC

(The NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 8.01

Other Events.

On April 13, 2026, Seer, Inc. issued a press release concerning the highly contingent, non-binding and unsolicited acquisition proposal and director candidate nominations received from Bradley L. Radoff, Michael Torok and certain of their affiliates.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 


 

Item 9.01

Financial Statements and Exhibits.

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated April 13, 2026, titled “Seer Confirms Receipt of Unsolicited Proposal and Director Candidate Nominations from Radoff-JEC Group.”

104

 

Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SEER, INC.

 

 

 

 

 

Date: April 13, 2026

 

By:

 

/s/ David Horn

 

 

 

 

David Horn

 

 

 

 

President and Chief Financial Officer

 

 


 

Exhibit 99.1

 

Seer Confirms Receipt of Unsolicited Proposal and Director Candidate Nominations from Radoff-JEC Group

 

No Stockholder Action Required at This Time

 

REDWOOD CITY, Calif. – April 13, 2026 – Seer, Inc. (Nasdaq: SEER) (“Seer” or the “Company”), the pioneer and trusted partner for deep, unbiased proteomic insights, today confirmed that it has received a highly contingent, non-binding and unsolicited proposal from Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group”) to acquire all of the outstanding shares of Seer’s Class A common stock for $2.25 per share in cash plus a contingent value right (the “Proposal”).

 

Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Seer Board of Directors (the “Board”) will carefully review and consider the Proposal to determine the course of action that it believes is in the best interests of the Company and all Seer stockholders.

 

In addition, Radoff-JEC Group has nominated three director candidates to stand for election to the Board at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The Corporate Governance and Nominating Committee of the Board will review the proposed nominees in accordance with the Company’s bylaws.

 

The Board will present its formal recommendation regarding the Radoff-JEC Group’s director nominations in the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission and mailed to all stockholders eligible to vote at the 2026 Annual Meeting. The date of the 2026 Annual Meeting has not yet been announced.

 

No stockholder action is required at this time.

 

Perella Weinberg Partners LP is serving as financial advisor to Seer and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel.

 

About Seer, Inc.

 

Seer, Inc. (Nasdaq: SEER) sets the standard in deep, unbiased proteomics, delivering insights with a scale, speed, precision and reproducibility previously unattainable. Seer’s Proteograph® Product Suite integrates proprietary engineered nanoparticles, streamlined automation instrumentation, optimized consumables and advanced analytical software to overcome the limitations of traditional proteomic methods. Seer’s products are for research use only and are not intended for diagnostic procedures. For more information, visit www.seer.bio.

 

For more information, please email us at pr@seer.bio.

 

 


 

Additional Information and Where to Find It

 

Seer, its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with Seer’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Seer plans to file a proxy statement (the “2026 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting.

 

Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Deep Nishar, Isaac Ro and Nicolas Roelofs, all of whom are members of Seer’s board of directors, and David Horn, Seer’s president and chief financial officer, are participants in Seer’s solicitation. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2026 Proxy Statement and other relevant documents to be filed by Seer with the SEC in connection with the Annual Meeting. Information relating to the foregoing can also be found in Seer’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which was filed with the SEC on May 28, 2025, and is available here. Particular attention is directed to the sections of the 2025 Proxy Statement captioned “Board of Directors and Corporate Governance,” “Executive Compensation,” “Named Executive Officer Compensation Overview,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships, Related Party and Other Transactions.” To the extent that holdings of such participants in Seer’s securities have changed since the amounts printed in the 2025 Proxy Statement, such changes have been reflected on the following filings: for Mr. Farokhzad, on May 22, 2025, August 21, 2025, November 21, 2025, December 11, 2025, February 5, 2026, and February 19, 2026; for Ms. Gulyani, on July 9, 2025; for Mr. Langer, on July 9, 2025; for Mr. McGuire, on July 9, 2025 and December 11, 2025; for Mr. Nishar, on June 16, 2025 and July 9, 2025; for Mr. Ro, on September 3, 2025; for Mr. Roelofs, on July 9, 2025; and for Mr. Horn, on May 22, 2025; August 21, 2025; November 21, 2025, February 5, 2026, and February 19, 2026.

 

Promptly after filing its definitive 2026 Proxy Statement with the SEC, Seer will mail the definitive 2026 Proxy Statement and a BLUE proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2026 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT SEER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, Seer’s proxy statement (in both preliminary and definitive form), any amendments or supplements thereto, and any other relevant documents filed by Seer with the SEC in connection with the Annual Meeting at the SEC’s website, which is located here. Copies of Seer’s definitive 2026 Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Seer with the SEC in connection with the Annual Meeting will also be available, free of charge, at Seer’s website, which is located here, or by writing to Investor Relations, Seer, Inc., 3800 Bridge Parkway, Suite 102, Redwood City, CA 94065.

 

 


 

Forward Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on Seer’s beliefs and assumptions and on information currently available to it on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause Seer’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include but are not limited to statements regarding the actions to be taken by the Board. These and other risks are described more fully in Seer’s filings with the SEC and other documents that Seer subsequently files with the SEC from time to time. Except to the extent required by law, Seer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

 

Media Contact:

Patrick Schmidt

pr@seer.bio

 

Joele Frank, Wilkinson Brimmer Katcher

Eric Brielmann / Joseph Sala

(212) 355-4449

 

Investor Contact:

Marissa Bych

investor@seer.bio

 

 


FAQ

What proposal did Seer (SEER) receive from the Radoff-JEC Group?

Seer received a highly contingent, non-binding and unsolicited proposal to acquire all outstanding Class A shares for $2.25 per share in cash plus a contingent value right. This indicates interest in a potential takeover but does not represent a definitive transaction or binding agreement.

Is the $2.25 per share Seer (SEER) proposal binding or finalized?

The proposal to acquire Seer for $2.25 per share plus a contingent value right is explicitly described as highly contingent, non-binding and unsolicited. The Board must still review it with advisors and decide how to respond, so no transaction is finalized.

What director nominations did the Radoff-JEC Group make at Seer (SEER)?

The Radoff-JEC Group has nominated three director candidates for election to Seer’s Board at the company’s 2026 Annual Meeting of Stockholders. Seer’s Corporate Governance and Nominating Committee will evaluate these nominees under the bylaws before the Board issues a formal recommendation.

Does Seer (SEER) require any stockholder action in response to the proposal now?

Seer clearly states that no stockholder action is required at this time. The Board will first review the proposal and director nominations, then provide recommendations in the definitive 2026 proxy statement and mail a BLUE proxy card before the 2026 Annual Meeting.

How will Seer (SEER) communicate its response to the Radoff-JEC proposal and nominations?

Seer plans to outline its response and recommendations in the definitive 2026 proxy statement, to be filed with the SEC and mailed to stockholders. A BLUE proxy card will accompany these materials for voting at the 2026 Annual Meeting when the date is set.

Who is advising Seer (SEER) on the unsolicited proposal and activist nominations?

Seer has engaged Perella Weinberg Partners LP as its financial advisor and Wilson Sonsini Goodrich & Rosati as its legal counsel. They will assist the Board in reviewing the unsolicited proposal and the three director nominations submitted by the Radoff-JEC Group.

Filing Exhibits & Attachments

2 documents