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Seer, Inc. 8-K Filings

SEER NASDAQ

Every 8-K that Seer, Inc. (SEER) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SEER and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SEER filings page.

Rhea-AI Summary

Seer, Inc. reported second quarter 2026 results with revenue of $3.1 million, down 23% from $4.1 million a year earlier, reflecting lower product and service revenue amid macroeconomic headwinds and elongated sales cycles. Product revenue was $2.3 million, service revenue $0.7 million, and other revenue $0.1 million.

Gross profit was $1.5 million with a 49% gross margin. Operating expenses declined to $18.3 million from $22.6 million, driven largely by reduced employee compensation and lower stock-based compensation. Net loss improved to $16.9 million from $19.4 million. For the first half of 2026, free cash flow was approximately negative $25.3 million.

The company ended June 30, 2026 with $209.5 million in cash, cash equivalents and investments, and had repurchased approximately 200,000 Class A shares under its buyback program. Seer reaffirmed its 2026 revenue outlook of $16–$18 million, implying low single-digit growth over 2025, and highlighted ongoing IP protection efforts and use of its Proteograph platform in external scientific work.

Rhea-AI Summary

Seer, Inc. reported results of its 2026 stockholder meeting, where 43,588,172 of 55,315,982 entitled Class A shares were represented, constituting a quorum. Stockholders elected the company’s seven director nominees over the Radoff‑JEC Group’s nominees, ratified Deloitte & Touche LLP as auditor for the year ending December 31, 2026, and approved named executive officer compensation on an advisory basis. Stockholders did not ratify the Tax Benefit Preservation Plan, which would have remained in effect through February 25, 2029.

Seer also disclosed an unsolicited, non‑binding proposal from Chair and CEO Omid Farokhzad, M.D., in his capacity as a stockholder, to acquire all outstanding Class A shares he does not already own for $2.45 per share in cash plus two non‑tradeable contingent value rights. He states the cash price reflects a 41% premium to Seer’s 30‑day volume‑weighted average price as of June 30, 2026, and that full payment of both CVRs could raise the premium to 222%. One CVR could pay up to $0.25 per share based on 2031 revenue milestones; the other could pay up to $2.91 per share based on proceeds from certain sale or strategic transactions within five years of closing, with an additional $5 million in aggregate if such a transaction occurs within 12 months. The proposal is not subject to a financing contingency and contemplates approval by a majority of unaffiliated shares. Seer’s independent directors are forming a Special Committee with outside advisers to evaluate this proposal and alternatives, and the company states no stockholder action is required at this time.

Rhea-AI Summary

Seer, Inc. received two further revised, unsolicited, non-binding proposals to acquire all outstanding shares of its Class A common stock. A proposal from the Radoff-JEC Group offers $2.55 per share in cash plus a contingent value right. A competing proposal from Chair and CEO Omid Farokhzad, acting in his personal capacity as a stockholder, offers $2.45 per share in cash plus two contingent value rights.

Farokhzad’s revised proposal could deliver up to $7.69 per share, including a tiered Revenue-Linked CVR of up to $0.33 per share tied to 2033 revenue milestones and a tiered Sale-Linked CVR of up to $4.91 per share based on future transaction value, and is not subject to a financing contingency. The cash component reflects a 41% premium to the 30-day volume weighted average price as of June 30, 2026, and the maximum aggregate consideration reflects a 342% premium. A Special Committee of the Board, with its advisors, will review both proposals and other alternatives. The company states that no stockholder action is required at this time.

Rhea-AI Summary

Seer, Inc. reported that a Special Committee of its Board of Directors, composed of independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D., has thoroughly reviewed and unanimously rejected an unsolicited, non-binding proposal received on July 1, 2026 from Chair and CEO Omid Farokhzad, M.D.

The Proposal sought to acquire all outstanding shares of Seer’s Class A common stock for $2.45 per share in cash plus two contingent value rights. After consulting independent advisors, the Special Committee determined the Proposal is not in the best interests of stockholders because it undervalues Seer and does not adequately reflect its long-term growth prospects, noting that the contingent value rights were insufficient to capture the potential value of Seer’s technology.

Rhea-AI Summary

Seer, Inc. received an unsolicited, non-binding proposal from its Chair and CEO, Omid Farokhzad, M.D., to take the company private by acquiring all outstanding Class A shares he does not already own for $2.45 per share in cash plus two contingent value rights (CVRs).

The cash offer represents a 41% premium to Seer’s 30‑day volume weighted average price as of June 30, 2026, and, assuming full CVR payment, a 222% premium. One CVR can pay up to $0.25 per share based on 2031 revenue milestones, and another can pay up to $2.91 per share based on the value of a qualifying sale or strategic transaction within five years of closing.

The board will form a Special Committee of independent directors, with its own legal and financial advisors, to evaluate this proposal and other alternatives. The proposal is fully financed, subject to due diligence, definitive agreements, customary approvals, and a majority-of-the-minority shareholder vote. Seer stated that no stockholder action is required at this time.

Rhea-AI Summary

Seer, Inc. disclosed that its Board of Directors has unanimously rejected a further revised unsolicited, non-binding acquisition proposal from the Radoff-JEC Group. The May 14, 2026 proposal sought to acquire all outstanding Class A common shares for $2.40 per share in cash plus a contingent value right.

The Board, after consulting independent financial and legal advisors, concluded the offer is not in stockholders’ best interests because it significantly undervalues Seer and does not reflect its long-term growth prospects. The Board also noted the proposal implies an equity value meaningfully below the company’s current cash, cash equivalents and investments.

Rhea-AI Summary

Seer, Inc. reported first quarter 2026 revenue of $2.8 million, down 34% from $4.2 million a year earlier, as academic funding remained weak and competition increased. Product revenue was $2.1 million, service revenue $596 thousand, and other revenue $87 thousand.

Gross profit was $982 thousand with a 35% gross margin. Operating expenses fell 20% to $18.2 million, helping narrow the net loss to $16.8 million from $19.9 million. Free cash flow was approximately negative $15.7 million. Seer ended the quarter with about $220 million in cash, cash equivalents, and investments and repurchased approximately 1.5 million Class A shares.

The company reaffirmed its full year 2026 revenue outlook of $16 million to $18 million, implying about 3% growth at the midpoint over 2025. Management highlighted new collaborations, increased third-party publications supporting its platform, leadership additions, and a favorable patent office decision as building blocks for long-term growth.

Rhea-AI Summary

Seer, Inc. has appointed Anthony Bazarko as its new Chief Commercial Officer. He brings more than two decades of commercial leadership experience across life sciences, diagnostics, and biotechnology, including prior roles as President and CEO of Biologos and Chief Commercial Officer at Specific Diagnostics.

At Seer, Bazarko will lead Sales, Marketing and Customer Experience to strengthen commercial execution and support the next phase of growth for the Proteograph® Product Suite. Seer highlights his track record in driving revenue growth, building high-performing teams, and leading global go-to-market strategies.

Rhea-AI Summary

Seer, Inc. reported that its Board of Directors unanimously rejected a revised unsolicited, non-binding proposal from the Radoff-JEC Group to acquire all outstanding Class A common stock for $2.35 per share in cash plus a contingent value right.

The Board, after consulting independent financial and legal advisors, determined the proposal significantly undervalues Seer, noting that the implied equity value is below the company’s current cash, cash equivalents and investments and does not reflect the value of its proteomics platform or growth prospects.

Seer highlights adoption of its Proteograph Product Suite, selection for Singapore’s SGK100 study, more than 80 peer-reviewed publications, and 240 worldwide patents (including 82 issued) as evidence of its strategic position. The company also disclosed it will file a definitive proxy statement and send a BLUE proxy card for its 2026 Annual Meeting.

Rhea-AI 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.

Rhea-AI Summary

Seer, Inc. reported that the U.S. Patent Trial and Appeal Board issued a Final Written Decision in an inter partes review of U.S. Patent No. 11,435,360 B2 covering Seer’s nanoparticle-based protein enrichment technology for its Proteograph product suite.

The PTAB found that petitioners PreOmics GmbH and Biognosys AG failed to show unpatentability of certain challenged claims, leaving a total of 23 patent claims, including five challenged and 18 unchallenged, valid and enforceable. Other challenged claims were found unpatentable. The upheld claims relate to detecting proteins across a wide concentration range and to particle aspects of the technology, which support deep proteomic analysis. Either side may appeal by filing a notice of appeal by May 25, 2026.

Rhea-AI Summary

Seer, Inc. amended its Tax Benefit Preservation Plan to clarify the definition of “Beneficial Ownership” and its interaction with Treasury Regulation § 1.382-3(a)(1). The change follows a Delaware Court of Chancery stockholder action challenging the original definition. To resolve the matter and moot the claims, Seer agreed to this amendment and to pay plaintiff’s counsel a $250,000 mootness fee, which will fully satisfy any related claims for attorneys’ fees, costs, and expenses.

Rhea-AI Summary

Seer, Inc. adopted a Tax Benefit Preservation Plan designed to protect its net operating losses and other tax attributes. The Board declared a dividend of one right for each outstanding share of Class A common stock to stockholders of record on March 9, 2026.

Each right allows the holder to purchase one one-thousandth of a share of Series A Participating Preferred Stock at an exercise price of $11.00. The plan is triggered if any person or group acquires 4.9% or more of Seer’s common stock without Board approval, creating significant dilution for the acquiror.

The rights are redeemable by the company for $0.001 per right and can be exchanged for common stock at one share per right in certain circumstances. The plan generally expires on February 25, 2029, but will terminate earlier if stockholders do not ratify it by February 25, 2027 or if the Board determines it is no longer needed to protect tax benefits.

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Rhea-AI Summary

Seer, Inc. reported modest growth but continued losses for the fourth quarter and full year 2025. Fourth quarter revenue was $4.2 million, up 5% from $4.0 million, with gross margin of 52% and operating expenses reduced to $19.6 million. Net loss improved to $16.0 million from $21.7 million.

For full year 2025, revenue reached $16.6 million, a 17% increase from $14.2 million, and gross margin was 51%. Operating expenses fell 19% to $86.5 million, narrowing the net loss to $73.6 million from $86.6 million. Seer ended the year with $240.6 million in cash, cash equivalents and investments and an installed base of 82 Proteograph instruments.

For 2026, Seer expects revenue between $16 million and $18 million, implying approximately 3% growth at the midpoint, signaling a cautious outlook as it continues investing while operating at a loss.

Rhea-AI Summary

Seer, Inc. disclosed that at the close of business on December 9, 2025, each outstanding share of its Class B common stock automatically converted into one share of Class A common stock under its Amended and Restated Certificate of Incorporation. This automatic conversion occurred at 5:00 p.m. Pacific Time and was triggered by the fifth anniversary of the company’s first firm-commitment underwritten public offering.

Immediately following the conversion, there were approximately 56,251,522 shares of Class A common stock outstanding. Former Class B holders now own the same number of Class A shares, which carry one vote per share instead of ten, equalizing voting rights while leaving economic rights unchanged. All converted Class B shares were retired, a Certificate of Retirement was filed in Delaware to reduce authorized capital and authorized Class B shares by the retired amount, and the Class A stock continues to trade on Nasdaq under the ticker “SEER.”

Rhea-AI Summary

Seer, Inc. (SEER) furnished an earnings update by issuing a press release announcing results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference for informational purposes. The company stated that the Item 2.02 information and Exhibit 99.1 are furnished, not filed, under the Exchange Act, which means they are not subject to Section 18 liabilities and are not incorporated into other filings by reference. The report was signed by President and Chief Financial Officer David Horn.

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