UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Definitive Proxy Statement |
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| ☐ | Soliciting Material Under § 240.14a-12 |
SEER, INC.
|
(Name of Registrant as Specified In Its Charter)
|
| |
BRADLEY L. RADOFF
THE RADOFF FAMILY FOUNDATION
JEC II ASSOCIATES, LLC
THE MOS TRUST
MOS PTC, LLC
MICHAEL TOROK
HOWARD H. BERMAN
JOSHUA S. HOROWITZ
LUIS E. RINALDINI
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Bradley L. Radoff, Michael Torok
and the other participants named herein (collectively, the “Radoff-JEC Group”) have filed a definitive proxy statement and
accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election
of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Seer, Inc., a Delaware corporation (the
“Company”).
On July 17, 2026, the Radoff-JEC
Group issued the following press release, which is being mailed to stockholders:
Radoff-JEC Group Announces ISS’ Support of
its Case for Change at Seer, Inc.
ISS Recommends Stockholders Vote FOR Radoff-JEC
Group Nominees Howard H. Berman and Luis E. Rinaldini, WITHHOLD Support on Seer Directors Terrance McGuire, Dipchand Nishar and
Nicolas Roelofs and Vote AGAINST the NOL Pill
Concludes That the Board’s Actions “[Raise]
Questions About the Ability of the Board to Exercise Independent Oversight” of Chairman and CEO Omid Farokhzad, M.D.
Radoff-JEC Group Urges Stockholders to Vote on the
WHITE Proxy Card to Elect All Three of its Independent, Qualified Nominees
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 Seer, Inc.’s (NASDAQ: SEER) (“Seer” or the “Company”) outstanding common stock,
today announced that leading independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) has recommended
that the Company’s stockholders vote on the WHITE proxy card FOR the election of Howard H. Berman, Ph.D. and Luis
E. Rinaldini to Seer’s Board of Directors (the “Board”).
ISS also recommends stockholders WITHHOLD support
from incumbent directors Terrance McGuire, Dipchand Nishar, as well as Nominating and Governance Committee Chair Nicolas Roelofs, Ph.D.,
and vote AGAINST the ratification of the NOL pill.
In its report, ISS affirmed the Radoff-JEC Group’s
case for urgent boardroom change, stating:1
| · | “The company has lost over 95 percent of its market cap since completing its IPO in late
2020, and there is no convincing indication that a reversal of fortune lies ahead.” |
| · | “Revenue growth has been muted, operating expenses have remained elevated, and management has
forecast that profitability will not be achieved before 2031. In other words, despite past investments and messaging, the company has
failed to reach the inflection point necessary for commercial viability.” |
| · | “There is little evidence to suggest that a meaningful turnaround is imminent, while the
company's corporate governance practices have not consistently aligned with shareholders' best interest.” |
| · | “A number of directors have professional, business, or personal relationships with Farokhzad
and amongst themselves that extend beyond their service at the company, raising questions about the ability of the board to exercise
independent oversight.” |
| · | “Ultimately, the board is presenting shareholders with an account that is not supported by
the facts.” |
ISS also highlighted Seer’s contradictory statements
and posture toward our acquisition proposals as compared to Chairman and CEO Omid Farokhzad, M.D.’s offer:
| · | “Interestingly, the headline cash value of [Farokhzad’s] offer also falls materially
below the company's net cash and investments; a criticism the board previously levied at the dissidents' offers.” |
| · | “While Farokhzad has articulated his own reasons for pursuing a take-private, the offer does
more to validate the dissidents' concerns regarding public company viability than it does to support the board's messaging to shareholders
in this contest.” |
| · | “The board has emphasized the company's long-term prospects and purported proximity to inflection,
while casting the dissident acquisition proposals as a short-sighted gambit to raid the company's balance sheet. At the same time, the
terms and timing of Farokhzad's proposal to take the company private does little to convey confidence in the story being told.” |
The Radoff-JEC Group issued the following statement:
“The ISS report is a scathing indictment of
how Chairman and CEO Farokhzad and his friends have seemingly failed to manage Seer in the best interests of all stockholders, highlighting
the Company’s massive value destruction since its IPO and lack of a viable future in the public market. ISS also saw through the
Board’s attempts to pull the wool over long-suffering investors’ eyes by making clearly unsupported and misleading statements
about its awful track record and about our campaign to prevent further losses.
We are confident that our fellow stockholders will
make their feelings known at the ballot box ahead of the July 28th annual meeting. We believe electing all three of our independent
nominees – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – is the most effective path to strengthening
oversight and ensuring the Board runs an objective strategic review process aimed at maximizing value for all Seer stockholders.”
***
Vote FOR the Radoff-JEC Group’s Nominees
– Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Today to Support a Credible Strategic Review Process
Aimed at Maximizing Value for ALL Seer Stockholders
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 Permission to quote ISS was neither sought nor received.
Contacts
Greg Lempel
greg@fondrenlp.com
or
Saratoga Proxy Consulting LLC
John Ferguson / Joseph Mills, 212-257-1311
info@saratogaproxy.com
