Seer, Inc.'s SEC filings document material events, operating results, securityholder rights and governance matters for a Nasdaq-listed life sciences company focused on research-use proteomics. Recent 8-K reports cover results of operations and financial condition, material definitive agreements, modifications to securityholder rights, other events and related exhibits.
The filings disclose Seer's Class A common stock, Preferred Stock Purchase Rights, Tax Benefit Preservation Plan for net operating loss and other tax attributes, amendments to that plan, and the completed conversion of Class B common stock into Class A common stock. They also record board and shareholder matters, leadership appointments, and intellectual-property updates related to the Proteograph Product Suite and particle-based protein enrichment.
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.
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.
Seer, Inc. investors led by Bradley Radoff and Michael Torok have updated their Schedule 13D to detail a significant activist stake and challenge a new tax benefits preservation plan. The group now reports beneficial ownership of 4,277,528 Class A shares, representing approximately 7.6% of Seer’s 56,219,599 shares outstanding as of December 31, 2025.
The filing breaks out ownership across several entities. Bradley Radoff is deemed to beneficially own 2,610,232 shares, or about 4.6% of the company, including 500,000 shares held by the Radoff Family Foundation. Michael Torok is deemed to beneficially own 1,667,296 shares, or about 3.0%, including shares held through JEC II Associates, LLC and The MOS Trust.
The investors express strong concern with the board’s adoption of a tax benefits preservation plan on February 26, 2026, which limits additional ownership to 4.9%. They argue this measure may discourage shareholders from building larger positions in advance of any potential proxy contest and call on the board to justify the plan’s necessity and impact on stockholder rights.
Seer, Inc. files its annual report describing a fast-growing proteomics tools business built around its Proteograph Product Suite. The platform combines proprietary nanoparticles, automation (the SP200 instrument) and cloud software to deliver deep, unbiased proteomic data at peptide-level resolution.
In 2025 Seer launched its next-generation Proteograph ONE assay and SP200 automation, boosting throughput roughly tenfold versus its original assay to more than 1,000 samples per week. The company reports more than 190 customers in over 20 countries and cites around 70 third-party publications using its technology as of December 31, 2025.
Seer targets a roughly $30 billion proteomics market and positions its data-rich workflows as a foundation for population-scale studies and AI-driven biology. As of June 30, 2025, non-affiliate equity market value was about $113.8 million, and 56,420,772 Class A shares were outstanding as of February 23, 2026.
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.
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.
Seer, Inc. shareholders led by Bradley Radoff and Michael Torok have filed a Schedule 13D disclosing an activist stake of 3,650,000 Class A shares, or about 6.5% of shares outstanding. The group, which includes the Radoff Family Foundation, JEC II Associates, The MOS Trust and MOS PTC, reports significant open-market purchases funded with working capital and personal funds.
The investors state they bought Seer shares because they believed they were undervalued and represented an attractive opportunity. They are engaging with Seer’s board and management on ways to enhance stockholder value, including a potential strategic review, changes to board composition, and possible changes to capital allocation or ownership structure, including a sale of the company in whole or in parts. A Group Agreement dated February 20, 2026 coordinates their activities and shares related expenses between Radoff and JEC based on their respective holdings.
Seer, Inc. reported that its President & CFO, David R. Horn, sold 7,743 shares of Class A common stock in an open-market transaction at a weighted-average price of $1.9949 per share on February 18, 2026. According to the disclosure, the shares were sold to satisfy his tax obligations arising from the vesting of restricted stock units, meaning the sale was tied to a compensation-related tax event rather than a discretionary portfolio move. After this sale, he continued to hold 501,262 shares of Seer Class A common stock directly.
Seer, Inc. director, CEO and chair Omid Farokhzad reported an open-market sale of 24,385 shares of Class A common stock at an average price of $1.9949 per share on February 18, 2026. According to the filing, these shares were sold to satisfy his tax obligations arising from the vesting of restricted stock units. After this transaction, he continues to hold 3,349,064 shares directly. The filing also notes an additional 2,117,138 shares held indirectly through the SAF-BND Trust, for which his spouse is trustee, with a disclaimer of beneficial ownership except for any pecuniary interest.
Seer, Inc. reported an insider equity award to its president and CFO, David R. Horn. On February 3, 2026, he received 79,000 shares of Class A common stock in the form of restricted stock units that vest in 16 equal quarterly installments beginning on May 15, 2026. He was also granted an employee stock option to purchase 119,000 shares of Class A common stock at an exercise price of $1.79 per share, expiring on February 3, 2036. One-fourth of these option shares vest on February 3, 2027 and the remainder vests in equal monthly installments thereafter. Following these awards, Horn directly beneficially owned 509,005 shares of Class A common stock and 119,000 stock options.