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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 the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following statement.
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Source: FactSet, Company proxy statements. Graph and figures are from December 4, 2020 through December 31, 2025.
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Seer’s Board of Directors (the “Board”) has destroyed value for stockholders while enriching Company insiders:
- The Company has posted a -97.0% share price decline since its December 2020 IPO.1
- Seer has generated cumulative reported losses exceeding $465 million since its IPO.2
- Seer has delivered virtually no revenue growth over the last three fiscal years, while investing over $160 million.3
- The Board has rewarded Chairman and CEO Omid Farokhzad, M.D. with nearly $37 million in cumulative compensation while a stockholder who purchased one share at the time of the IPO ($19.00) would be left with less than $0.63.4
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Seer has no plan to create stockholder value under Chairman and CEO Omid Farokhzad, M.D.:
- Dr. Farokhzad has destroyed more than $1 billion in investor capital across five separate companies, evidence supporting our belief that he is incapable of turning around Seer.5
- The strategic plan overseen by the Board anticipates Seer will not achieve profitability until 2031.6
- The Board rejected our three proposals to acquire Seer for premiums of 33% – 42% to its unaffected share price and a contingent value right – proposals which we believe provide substantially greater certainty of value creation than the Company’s current strategic plan – without even engaging with us.
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Seer’s Board has not responded to our proposal to settle this proxy contest:
- On June 15, 2026, we proposed to end our ongoing proxy contest in exchange for Seer adopting governance enhancements and conducting a tender offer for 20 million shares at $2.50 per share, which would be in line with the Board’s authorized buyback program and management’s statements that there is a “significant dislocation” in the Company’s share price.7
- More than a week later, the Board has still not responded to our settlement offer – which it requested in the first place – demonstrating that its priority is not delivering value or governance improvements for stockholders.
- Instead of focusing on opportunities to maximize value for stockholders as Seer’s share price has consistently traded at a significant discount to net cash, the Board has diluted stockholders by repeatedly issuing large grants of restricted stock units and in-the-money options to Dr. Farokhzad and President and CFO David Horn.
Vote FOR the Radoff-JEC Group’s Nominees – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Today to Prevent Further Value Destruction
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.
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1FactSet. Share price decline from December 4, 2020 through April 10, 2026, the trading day immediately prior to the Radoff-JEC Group’s submission of its initial proposal to acquire the Company. |
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2 The Company’s Form 10-K for the year ended December 31, 2025 filed on March 2, 2026. |
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3 Company Form 10-K filings. |
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4 Company proxy statements. FactSet; share price decline from December 4, 2020 through December 31, 2025. |
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5 Seer, BIND Therapeutics, Inc., Selecta Biosciences, Inc., Tarveda Therapeutics, Inc. and Senti Biosciences Holdings, Inc. |
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6 Company PRE 14A filed on October 10, 2025. |
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7 On the Company’s Q1 2026 earnings call held on May 13, 2026, President and CFO David Horn said: “Our opportunistic share repurchase in the quarter reflect our continued belief that there is a significant dislocation in our share price.” |
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