Seer Inc (SEER)

The Radoff-JEC Group Calls on Seer Inc. and Its Advisors to Reevaluate Its Premium Acquisition Proposal in the Best Interests of All StockholdersMay 27, 2026 4:30 PM
Business Wire Corrects the Board’s Flawed Reasons for Rejecting its Credible, Premium Acquisition Offer in Apparent Breach of its Fiduciary Duty Reaffirms its Fully Financed Proposal to Acquire Seer for $2.40 per Share in Cash – a 42% Premium to the Unaffected Share Price – and a CVR for Stockholders to Receive 80% of the Net Proceeds from the Company’s Assets Files Preliminary Proxy Statement to Give Stockholders the Opportunity to Elect Three New Qualified, Independent Directors Who Intend to Advocate for a Strategic Review Process Aimed at Maximizing Value for All Seer Stockholders Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”), who collectively own approximately 7.8% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following open letter to the Company’s independent directors and financial and legal advisors in response to Seer’s apparent bad-faith rejection of the Radoff-JEC Group’s three fully financed proposals to acquire Seer. The Radoff-JEC Group has also filed a preliminary proxy statement to solicit votes for the election of its three nominees – Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini – to the Board at the upcoming 2026 Annual Meeting of Stockholders. *** May 27, 2026 Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: Meeta Gulyani, Terrance McGuire, Dipchand Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.; Perella Weinberg Partners LP; and Wilson Sonsini Goodrich & Rosati, Professional Corporation Dear Independent Members of the Board, Perella Weinberg and Wilson Sonsini, As you are aware, the Radoff-JEC Group has submitted three public proposals to acquire Seer: April 13, 2026: Proposal to acquire the Company for $2.25 per share in cash, a 33% premium to the unaffected closing price, and a contingent value right (“CVR”) for stockholders to receive potential additional value from the sale of Seer’s assets. April 24, 2026: Improved proposal to acquire the Company for $2.35 per share in cash, a 39% premium to the unaffected closing price, and the same CVR. May 14, 2026: Third proposal to acquire the Company for $2.40 per share in cash, a 42% premium to the unaffected closing price, and the same CVR. The Board did not respond to our April 13 proposal, rejected our April 24 proposal without engaging with us and rejected our May 14 proposal – again, without engaging with us. As the fourth-largest stockholder of Seer with a 7.8% ownership stake, we believe it is a potential breach of fiduciary duty for the Board to refuse to engage with a bidding party and reject an acquisition offer that could represent superior value for stockholders compared to what could reasonably be expected under the status quo. In Seer’s May 21, 2026 press release, the Board alleged our proposal “is not in the best interests of Seer stockholders because it significantly undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects.” How can the Board credibly claim this when Seer’s management team – which has failed to create any value for stockholders over the past five and a half years – has not provided a credible standalone plan that would deliver superior value? Since the Board has refused to discuss our proposal with us, denying us an opportunity to address any concerns, we are providing written explanations below for why we believe the Board’s purported reasons for rejecting our bids are not legitimate. Seer’s Reasons for Rejecting Our Bids1 The Radoff-JEC Group’s Views “[T]he Board carefully reviewed the Revised Proposal in consultation with its independent financial and legal advisors. Following a thorough analysis, the Board concluded that the Revised Proposal significantly undervalues Seer.” Given that the Board never spoke to us, it’s difficult to take its “careful” and “thorough” review seriously.   Perella Weinberg and Wilson Sonsini’s role appears to be implementing activist defense strategies to help Chair and CEO Omid Farokhzad, M.D. and his allies entrench themselves – not advising the Board on ways to maximize value for all stockholders. When Perella Weinberg calculated the potential value of the Company as a standalone enterprise under Dr. Farokhzad, how did it account for Dr. Farokhzad’s and director Dr. Robert Langer’s record of incinerating more than $1 billion of investor capital across at least five separate companies? “[T]he Second Unsolicited Proposal fails to reflect the value of Seer’s Proteograph Product Suite platform, as well as Seer’s technology leadership, adoption momentum and standalone growth prospects.” Seer is a microcap business that is projected to grow revenue by just 3% this year after burning nearly $16 million in cash in the most recent quarter. The Company posted $2.8 million in revenue in the first quarter of 2026, which represents a -33.3% decline year over year and its lowest first-quarter revenue since 2021.   The Company’s first quarter results were so disappointing that its stock – which had risen following our initial acquisition proposal – fell to below the unaffected share price in the days after the earnings report.2   Our proposal, which includes a CVR to enable stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer’s business and assets, will unlock whatever value remains of Seer’s platform and the technology that underpins it. “The Board is confident that Seer’s strategy, platform and team will create value well in excess of the proposal from the Radoff-JEC Group.” The Seer leadership team has detailed its strategy and the market opportunity for its platform in numerous earnings calls, SEC filings, investor presentations and investor conferences. Since the Company’s initial public offering in December 2020, Dr. Farokhzad and his management team have delivered a -97% total stockholder return and burned hundreds of millions of cash while delivering negligible revenue growth.3 There is no evidence to support Dr. Roelofs’ statement.   This is a Company that has no business remaining public under the same failed leadership. “As with the Initial Unsolicited Proposal, the Second Unsolicited Proposal was not accompanied by any evidence that the Radoff-JEC Group had access to the funds necessary to consummate the proposed acquisition.” As we stated at the time of submitting them, each of our acquisition proposals were fully financed and subject to very limited confirmatory due diligence. The acquisition proposals could be financed with the cash on the Company’s balance sheet.   How can the Board and its advisors declare our offer as highly contingent and lacking funding when they have never reached out to us and when that contradicts the facts of our offer? Independent directors are legally obligated to act in the best interest of all stockholders – not remain complicit in decisions that are apparently being pushed by management and destroying value. As directors and named advisors to a public company, your individual reputations are on the line. We continue to believe that an immediate sale of the Company would be in the best interest of all stockholders and provide immediate value that is at risk of further destruction under the current leadership team. We urge you to reevaluate the merits of our proposal and immediately initiate a credible strategic review process, which should be run by an independent committee of the Board and include engagement with us to discuss our proposal in detail. Because you continue to act in a manner that, in our view, borders on breaching your fiduciary duty, we have no choice but to proceed with a proxy contest to give stockholders the opportunity to elect three new highly qualified, independent directors who would bring significant biotechnology, capital allocation, M&A and public company governance experience to the boardroom. If elected, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini plan to advocate for a robust strategic review process aimed at maximizing value for all Seer stockholders. We expect stockholders will overwhelmingly vote for change in light of the Company’s abysmal performance, lack of revenue growth and mishandling of our acquisition proposal under the current Board and management team. Sincerely, Bradley L. Radoff and Michael Torok CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Bradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the “Radoff-JEC Group”), have filed a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) 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”). THE RADOFF-JEC GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR. The participants in the anticipated proxy solicitation are The Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff, JEC II Associates, LLC (“JEC II”), The MOS Trust (“MOS Trust”), MOS PTC, LLC (“MOS PTC”), Michael Torok, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini. As of the date hereof, Radoff Foundation directly beneficially owns 500,000 shares of Class A Common Stock, par value $0.00001 per share, of the Company (“Common Stock”). As of the date hereof, Mr. Radoff directly beneficially owns 2,110,232 shares of Common Stock. Mr. Radoff, as a director of Radoff Foundation, may be deemed to beneficially own the 500,000 shares of Common Stock directly beneficially owned by Radoff Foundation, which, together with the 2,110,232 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 2,610,232 shares of Common Stock beneficially owned by Mr. Radoff. As of the date hereof, JEC II directly beneficially owns 1,167,296 shares of Common Stock. As of the date hereof, MOS Trust directly beneficially owns 215,000 shares of Common Stock. MOS PTC, as the trustee of MOS Trust, may be deemed to beneficially own the 215,000 shares of Common Stock directly beneficially owned by MOS Trust. As of the date hereof, Mr. Torok directly beneficially owns 285,000 shares of Common Stock. Mr. Torok, as the Manager of JEC II and a Manager of MOS PTC, may be deemed to beneficially own the 1,382,296 shares of Common Stock directly beneficially owned in the aggregate by JEC II and MOS Trust, which, together with the 285,000 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 1,667,296 shares of Common Stock beneficially owned by Mr. Torok. As of the date hereof, each of Dr. Berman and Messrs. Horowitz and Rinaldini does not beneficially own any shares of Common Stock.  ____________________________ 1 Seer’s April 27, 2026 and May 21, 2026 press releases and 2026 preliminary proxy statement. 2 Bloomberg. On April 10, 2026, the trading day immediately prior to the Radoff-JEC Group’s submission of its initial non-binding proposal to acquire the Company, Seer’s share price closed at $1.69. One week after the Company reported Q1 2026 earnings on May 13, 2026, Seer’s share price closed at $1.68 on May 20, 2026. 3 Bloomberg. TSR from December 4, 2020 through the unaffected date of April 10, 2026.   View source version on businesswire.com: https://www.businesswire.com/news/home/20260527350891/en/ Greg Lempel
greg@fondrenlp.com Original: The Radoff-JEC Group Calls on Seer Inc. and Its Advisors to Reevaluate Its Premium Acquisition Proposal in the Best Interests of All Stockholders

The Radoff-JEC Group Submits its Third Non-Binding Proposal to Acquire Seer, Inc.May 14, 2026 8:00 AM
Business Wire Proposal Provides Stockholders $2.40 per Share in Cash, a 42% Premium to the Unaffected Share Price, as Well as Potential Additional Value from the Sale of Seer’s Assets via a Contingent Value Right Urges Seer’s Independent Directors and Financial Advisor to Engage with the Radoff-JEC Group Regarding a Transaction and Avoid Further Value Destruction Under Current Leadership Team from Continued Operations Following Woeful Q1 2026 Results Reaffirms its Commitment to Holding the Board Accountable by Electing Three Highly Qualified, Independent Directors Who Are Best Suited to Rebuilding Value at Seer and Overseeing a Credible Strategic Review Process for the Benefit of All Stockholders Bradley L. Radoff and Michael Torok, who collectively own approximately 7.8% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (the “Company”), today submitted the following improved non-binding proposal to acquire the Company – their third such proposal – for $2.40 per share in cash plus a contingent value right. *** May 14, 2026 Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: Board of Directors Dear Members of the Board, As you are aware, Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”) are significant stockholders of Seer, Inc. (“Seer” or the “Company”), collectively owning approximately 7.8% of the Company’s outstanding shares. Yesterday, Seer reported its first quarter 2026 financial results. Based on the Company’s operating history over the past several years and its dismal guidance for 2026, stockholders were expecting yet another quarter of substantial operating losses, continued cash burn, negligible topline growth and zero evidence of a path to profitability. Chair and CEO Omid Farokhzad, M.D. managed to deliver results that were below those low expectations as the Company burned $15.7 million in the quarter while achieving revenue of a meager $2.8 million. While claiming to have repurchased approximately 1.5 million Class A common shares during the quarter and indicating that the share price is undervalued, the Company granted more than 1.6 million RSUs and nearly 1.2 million options, demonstrating the Board’s willingness to continuously dilute stockholders without regard for the valuation. On April 27, 2026, the Board rejected our revised proposal to acquire the Company. Importantly, neither the Board nor its advisors engaged with us prior to rejecting our offer. We believe the Board’s failure to engage with us explains why the Board’s analysis of our proposal was flawed and why the Board’s conclusion and statements regarding our proposal were, in our opinion, incorrect and misleading to stockholders. To us, this serves as yet another example of the conflicted, failing Board acting solely in the interest of Dr. Farokhzad. We are pleased to submit this further improved, non-binding proposal to acquire 100% of the equity of the Company for $2.40 per share in cash, which represents an immediate 42% premium to the Company’s unaffected share price, plus a contingent value right (“CVR”) representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer’s business and assets, including PrognomiQ. To be clear, our offer is not speculative or contingent. Our offer does not undervalue Seer. In fact, the structure of our proposal is designed to ensure that stockholders receive full and fair value for their investment in Seer by way of a CVR providing the proceeds from an open auction process for the Company’s business and assets. We believe our proposal offers stockholders many valuable things that the Board’s current strategy does not, including: certainty, accountability and a realistic framework for maximizing remaining value while insulating stockholders from continued value destruction under the leadership of Dr. Farokhzad. During the first quarter of this year alone, the tangible value destroyed was nearly $16 million – an annualized pace of approximately $1.14/share on a stock that closed yesterday at $1.77/share. We kindly request the Board consider the track record of Dr. Farokhzad as it evaluates subjecting stockholders to continued losses and cash burn while pursuing his failed strategy. Based upon our analysis, Dr. Farokhzad has (a) destroyed more than $1 billion in investor capital across Seer, BIND Therapeutics, Selecta Biosciences, Tarveda Therapeutics and Senti Biosciences, and (b) while Dr. Farokhzad continues to talk about Seer’s progress and potential, he cannot escape the fact that the proceeds he has received from sales of Seer stock exceed the Company’s current market capitalization. We could expand on this topic, but we believe your fellow director Robert Langer, Sc.D. is well positioned to detail the many failures of Dr. Farokhzad as he has participated in (at least) five spectacular failures with him. We urge the Board to fulfill its fiduciary obligations by engaging seriously with us regarding our proposal and by providing stockholders with a transparent evaluation process. Entrenchment and continued adherence to a failed operating strategy are not acceptable to stockholders. We also demand that the Board refrain from any acquisitions until after the upcoming Annual Meeting where stockholders will have an opportunity to express their views at the ballot box regarding the future of the Company. We are concerned that as the Board realizes the current strategy is pointless, it will allow management to reboot its ambitions by using stockholder capital. This cannot happen and will not be tolerated. Our improved offer does not expire until May 29, 2026, and we urge the independent members of the Board and its financial advisor to engage with us and negotiate a transaction that will benefit all stockholders while rescuing the Company from its inevitable destruction – if it follows the trajectory of Dr. Farokhzad’s other companies – under Dr. Farokhzad’s leadership. Whether the Board engages with us or not, we will give stockholders the opportunity to hold the incumbent Board accountable at the upcoming Annual Meeting for years of value destruction and poor operating results. Stockholders will be able to elect three new, independent and qualified directors – Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini – who bring the requisite public company governance, capital allocation and M&A expertise to rebuild value at Seer and oversee a credible strategic review process for the benefit of all stockholders. Sincerely, Bradley L. Radoff and Michael Torok CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Bradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the “Radoff-JEC Group”), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) 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”). THE RADOFF-JEC GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR. The participants in the anticipated proxy solicitation are expected to be The Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff, JEC II Associates, LLC (“JEC II”), The MOS Trust (“MOS Trust”), MOS PTC, LLC (“MOS PTC”), Michael Torok, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini. As of the date hereof, Radoff Foundation directly beneficially owns 500,000 shares of Class A Common Stock, par value $0.00001 per share, of the Company (“Common Stock”). As of the date hereof, Mr. Radoff directly beneficially owns 2,110,232 shares of Common Stock. Mr. Radoff, as a director of Radoff Foundation, may be deemed to beneficially own the 500,000 shares of Common Stock directly beneficially owned by Radoff Foundation, which, together with the 2,110,232 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 2,610,232 shares of Common Stock beneficially owned by Mr. Radoff. As of the date hereof, JEC II directly beneficially owns 1,167,296 shares of Common Stock. As of the date hereof, MOS Trust directly beneficially owns 215,000 shares of Common Stock. MOS PTC, as the trustee of MOS Trust, may be deemed to beneficially own the 215,000 shares of Common Stock directly beneficially owned by MOS Trust. As of the date hereof, Mr. Torok directly beneficially owns 285,000 shares of Common Stock. Mr. Torok, as the Manager of JEC II and a Manager of MOS PTC, may be deemed to beneficially own the 1,382,296 shares of Common Stock directly beneficially owned in the aggregate by JEC II and MOS Trust, which, together with the 285,000 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 1,667,296 shares of Common Stock beneficially owned by Mr. Torok. As of the date hereof, each of Dr. Berman and Messrs. Horowitz and Rinaldini does not beneficially own any shares of Common Stock. View source version on businesswire.com: https://www.businesswire.com/news/home/20260514534941/en/ Greg Lempel
greg@fondrenlp.com Original: The Radoff-JEC Group Submits its Third Non-Binding Proposal to Acquire Seer, Inc.

The Radoff-JEC Group Submits Improved Non-Binding Proposal to Acquire Seer, Inc.April 24, 2026 7:00 AM
Business Wire
Proposal Provides Stockholders $2.35 per Share in Cash, a 39% Premium to the Unaffected Closing Price, as Well as Potential Additional Value from the Sale of Seer’s Assets via a Contingent Value Right


Proposal Provides Stockholders Immediate and Significant Value While Avoiding Further Value Destruction from Continued Abysmal Operating Results


Criticizes the Board for Failing to Engage With the Radoff-JEC Group Regarding its Acquisition Proposal


Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group”), who collectively own approximately 7.6% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today submitted the following improved non-binding proposal to acquire the Company for $2.35 per share in cash plus a contingent value right.


***


April 24, 2026


Seer, Inc.

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

Attn: Board of Directors


Dear Members of the Board,


As you are aware, Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”) are significant stockholders of Seer, Inc. (“Seer” or the “Company”), collectively owning approximately 7.6% of the Company’s outstanding shares.


On April 13, 2026, we submitted a fully financed proposal that we believe provides stockholders with downside protection from continued poor business performance and a path to full value by way of a contingent value right (“CVR”). While the Board of Directors (the “Board”) and its advisors were able to hastily enact a seemingly unlawful poison pill within days of our initial Schedule 13D filing,1 it has now been two weeks and the Board has still not even contacted us regarding our acquisition proposal.


Our view remains straightforward: Seer has failed as a public company in every way under the current leadership team, including a share price decline of over 90% since its IPO,2 cumulative reported losses exceeding $465 million3 and virtually no revenue growth. Seer’s complete failure has occurred while numerous industry participants have succeeded: Olink (acquired by Thermo Fisher), PreOmics and Biognosys (acquired by Bruker), Akoya Biosciences (acquired by Quanterix) and Somalogic (acquired by Illumina). Just last week, Alamar Biosciences had a successful initial public offering that valued the company at over $1.5 billion.4 While Board Chair and CEO Omid Farokzhad, M.D. has consistently blamed Seer’s lack of revenue growth over the past half-decade on macroeconomic headwinds and other factors outside of the Company’s control, it is notable that Alamar Biosciences’ revenue grew from $25.1 million in 2024 to $74.2 million in 2025.5


Based on numerous conversations we have had with industry participants, we do not believe Seer will succeed as an independent publicly traded company. This view is supported by Seer’s consistent lack of revenue growth, astronomical operating losses, forward-looking guidance of more of the same dismal results, and the increasing competitive and other pressures from successful, growing companies in its industry. A comparison between Alamar Biosciences and Seer further validates that conclusion – Alamar Biosciences raised and invested less money than Seer while it grew from zero revenue to a 2026 run-rate that exceeds $100 million per year. During that time, Seer burned over $200 million in cash to increase revenue from $15.5 million in 2022 to a mere $16.6 million in 2025.


We continue to believe that although Seer has destroyed tremendous stockholder value to date, it is not too late to salvage value from its assets, capabilities and intellectual property. With that in mind, we are pleased to submit this improved, non-binding proposal to Seer’s Board to acquire 100% of the equity of the Company for $2.35 per share in cash, which represents a 39% premium to the unaffected closing price on April 10, 2026, plus a CVR representing the right for stockholders to receive 80% of the net proceeds received from any license, sale, or other disposition of Seer’s business and assets, including PrognomiQ.


Our proposal is subject to limited confirmatory due diligence and based on the availability of at least $215 million of net cash and cash equivalents at closing. We remain prepared to provide the Company with a substantial non-performance fee to give the Board and fellow stockholders assurance that we will complete the acquisition of Seer on the agreed-upon terms and conditions. Additionally, we are prepared to invest $10 million in the Company. We are ready to move forward and close expeditiously – our proposal is not subject to any financing conditions.


Baker Botts L.L.P. and Olshan Frome Wolosky LLP are acting as our legal advisors, and we are prepared to complete due diligence and negotiate a definitive merger agreement by May 18, 2026. We expect that the Board will promptly meet with us and seriously consider our improved proposal in accordance with its fiduciary duties. We look forward to receiving a response regarding the Board’s willingness and availability to discuss our improved proposal no later than 5:00pm ET on May 2, 2026, at which point our offer will expire.


Sincerely,


Bradley L. Radoff and Michael Torok


CERTAIN INFORMATION CONCERNING THE PARTICIPANTS


Bradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the “Radoff-JEC Group”), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) 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”).


THE RADOFF-JEC GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.


The participants in the anticipated proxy solicitation are expected to be The Radoff Family Foundation (“Radoff Foundation”), Bradley L. Radoff, JEC II Associates, LLC (“JEC II”), The MOS Trust (“MOS Trust”), MOS PTC, LLC (“MOS PTC”), Michael Torok, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini.


As of the date hereof, Radoff Foundation directly beneficially owns 500,000 shares of Class A Common Stock, par value $0.00001 per share, of the Company (“Common Stock”). As of the date hereof, Mr. Radoff directly beneficially owns 2,110,232 shares of Common Stock. Mr. Radoff, as a director of Radoff Foundation, may be deemed to beneficially own the 500,000 shares of Common Stock directly beneficially owned by Radoff Foundation, which, together with the 2,110,232 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 2,610,232 shares of Common Stock beneficially owned by Mr. Radoff. As of the date hereof, JEC II directly beneficially owns 1,167,296 shares of Common Stock. As of the date hereof, MOS Trust directly beneficially owns 215,000 shares of Common Stock. MOS PTC, as the trustee of MOS Trust, may be deemed to beneficially own the 215,000 shares of Common Stock directly beneficially owned by MOS Trust. As of the date hereof, Mr. Torok directly beneficially owns 285,000 shares of Common Stock. Mr. Torok, as the Manager of JEC II and a Manager of MOS PTC, may be deemed to beneficially own the 1,382,296 shares of Common Stock directly beneficially owned in the aggregate by JEC II and MOS Trust, which, together with the 285,000 shares of Common Stock he directly beneficially owns, constitutes an aggregate of 1,667,296 shares of Common Stock beneficially owned by Mr. Torok. As of the date hereof, each of Dr. Berman and Messrs. Horowitz and Rinaldini does not beneficially own any shares of Common Stock.




____________________








1 On March 13, 2026, the Company amended its Tax Benefit Preservation Plan, dated as of February 26, 2026 (the “Poison Pill”), to moot a stockholder’s challenge to the Poison Pill in the Delaware Court of Chancery.








2 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 non-binding proposal to acquire the Company.








3 The Company’s Form 10-K for the year ended December 31, 2025.








4 Reuters article (“Alamar Biosciences valued at $1.5 billion as shares jump in Nasdaq debut”) dated April 17, 2026.








5 Alamar Biosciences Form S-1 dated March 27, 2026.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260424350279/en/
Greg Lempel

greg@fondrenlp.com


Original: The Radoff-JEC Group Submits Improved Non-Binding Proposal to Acquire Seer, Inc.

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