Filing Analysis
Seer, Inc. filed an 8-K to announce its quarterly results for the period ended June 30, 2026. The filing serves as a formal notification that earnings data has been released via press release.
🚩 Red Flags
- None identified in the provided text.
📋 Key Facts
- Reporting date of event: August 11, 2026
- Period covered: Quarter ended June 30, 2026
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.
Seer, Inc. held its 2026 Annual Meeting of Stockholders on July 28, 2026, reporting the results of several shareholder votes including director elections and auditor ratification.
🚩 Red Flags
- Failure to ratify the Tax Benefit Preservation Plan (19.8M for vs 14.5M against).
📋 Key Facts
- Annual Meeting held on July 28, 2026.
- Seven directors were elected to serve until the 2027 annual meeting: Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro, and Nicolas Roelofs.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2026 with 31,414,257 votes in favor.
- Named executive officer compensation was approved via a non-binding advisory vote (25,039,859 votes in favor).
- The Tax Benefit Preservation Plan failed to be ratified by stockholders.
Seer, Inc. has received two revised unsolicited acquisition proposals for its Class A common stock. One proposal is from the Radoff-JEC Group at $2.55 per share plus a contingent value right (CVR), and the other is from the company's own CEO, Dr. Omid Farokhzad, at $2.45 per share plus two separate CVRs.
🚩 Red Flags
- Related-party transaction potential: The CEO is a direct bidder for the company's shares.
- Complexity of consideration: Both offers include 'contingent value rights' (CVRs), which introduce significant uncertainty regarding the total final payout per share.
📋 Key Facts
- Received unsolicited acquisition proposal from Radoff-JEC Group on July 28, 2026.
- Radoff-JEC Group offer: $2.55 per share in cash + one contingent value right (CVR).
- Received revised proposal from CEO Omid Farokhzad on July 29, 2026.
- CEO Offer: $2.45 per share in cash + two separate contingent value rights (CVRs).
- The proposals are currently non-binding and unsolicited.
Seer, Inc. announced that its Board of Directors unanimously rejected an unsolicited, non-binding acquisition proposal submitted by the company's own Chair and CEO, Omid Farokhzad, M.D., on July 1, 2026.
🚩 Red Flags
- Related-party transaction attempt: The CEO attempted to acquire the company he leads.
- Potential conflict of interest inherent in unsolicited buyout offers from insiders.
- Governance tension indicated by the formation and unanimous action of a Special Committee to reject the CEO's bid.
📋 Key Facts
- Unsolicited acquisition proposal received from CEO Omid Farokhzad, M.D. on July 1, 2026.
- The proposal is characterized as non-binding.
- The Board of Directors' Special Committee unanimously rejected the proposal on July 20, 2026.
- The company issued a press release (Exhibit 99.1) to provide further details regarding the rejection.
Seer, Inc. has received an unsolicited, non-binding acquisition proposal from its own Chair and CEO, Omid Farokhzad, M.D., to acquire all outstanding Class A common stock.
🚩 Red Flags
- Related-party transaction potential: The CEO is the acquirer, creating a significant conflict of interest.
- Unsolicited nature of the bid may indicate management/board friction or a push to take the company private at a perceived low valuation.
📋 Key Facts
- Proposal is from the current Chair and CEO, Omid Farokhzad, M.D.
- Offer price: $2.45 per share in cash.
- The offer includes two separate contingent value rights (CVRs).
- The proposal is currently non-binding and unsolicited.
Seer, Inc. announced that its Board of Directors has unanimously rejected a further revised, unsolicited, and non-binding acquisition proposal from Bradley L. Radoff, Michael Torok, and their affiliates. The filing indicates potential proxy contest implications as the company marked the Rule 14a-12 soliciting material check box.
🚩 Red Flags
- Unsolicited and potentially hostile acquisition pressure from activist investors Bradley L. Radoff and Michael Torok (Radoff-JEC Group).
- The inclusion of Rule 14a-12 soliciting material indicates an active or impending proxy contest or shareholder dispute.
📋 Key Facts
- Seer, Inc. received a revised unsolicited acquisition proposal on May 14, 2026, from Bradley L. Radoff, Michael Torok, and certain of their affiliates.
- On May 21, 2026, the Seer Board of Directors unanimously rejected the proposal, characterizing it as highly contingent and non-binding.
- The company checked the box for soliciting material pursuant to Rule 14a-12 under the Exchange Act, signaling active proxy-related communications.
Seer, Inc. reported its financial results for the first quarter ended March 31, 2026. The disclosure was made via a press release furnished as an exhibit to the Form 8-K.
📋 Key Facts
- The report was filed on May 13, 2026, to announce results for the quarter ended March 31, 2026.
- The filing includes Item 2.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits).
- The report was signed by David Horn, who serves as both President and Chief Financial Officer.
- The financial information in the press release is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Seer, Inc. announced the appointment of Anthony Bazarko as Chief Commercial Officer on May 4, 2026. The disclosure was made via an Item 8.01 filing and accompanied by a formal press release.
🚩 Red Flags
- The appointment was disclosed under Item 8.01 instead of the standard Item 5.02, which is typically reserved for the appointment of 'executive officers' as defined by SEC rules.
📋 Key Facts
- Anthony Bazarko was appointed to the role of Chief Commercial Officer on May 4, 2026.
- The announcement was filed under Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits).
- The filing includes Exhibit 99.1, a press release titled 'Seer Announces Appointment of Anthony Bazarko as Chief Commercial Officer.'
- The report was signed by David Horn, who serves as both President and Chief Financial Officer.
Seer, Inc. announced that its Board of Directors unanimously rejected a revised, unsolicited acquisition proposal from the Radoff-JEC Group. The board characterized the non-binding proposal, received on April 24, 2026, as highly contingent and not in the best interests of the company.
🚩 Red Flags
- Unsolicited acquisition attempts often indicate activist pressure or shareholder dissatisfaction.
- The board's description of the proposal as 'highly contingent' suggests significant execution or financing risks.
📋 Key Facts
- Revised unsolicited acquisition proposal received on April 24, 2026.
- Proposal submitted by Bradley L. Radoff, Michael Torok, and affiliates (Radoff-JEC Group).
- Seer Board of Directors unanimously rejected the proposal on April 27, 2026.
- The proposal was described as highly contingent and non-binding.
- The company issued a press release (Exhibit 99.1) regarding the rejection.
Seer, Inc. (SEER) has received an unsolicited, non-binding acquisition proposal and director nominations from an activist group led by Bradley L. Radoff and Michael Torok. The company confirmed receipt of the 'highly contingent' proposal and the board challenge on April 13, 2026.
🚩 Red Flags
- Activist intervention and potential proxy contest for board seats.
- Unsolicited and 'highly contingent' nature of the buyout proposal creates significant uncertainty.
📋 Key Facts
- Received an unsolicited, non-binding acquisition proposal from Bradley L. Radoff and Michael Torok on April 13, 2026.
- The proposal is described by the company as 'highly contingent'.
- The Radoff-JEC Group also submitted formal nominations for director candidates to the Seer Board of Directors.
- The company issued a press release (Exhibit 99.1) acknowledging the receipt of the proposal and nominations.
Seer, Inc. announced a mixed ruling from the Patent Trial and Appeal Board (PTAB) regarding a challenge to its '360 patent by Bruker subsidiaries. While six claims were found unpatentable, 23 claims remain valid and enforceable, protecting the company's core particle proteomics technology.
🚩 Red Flags
- Loss of several patent claims (1, 4, 6, 22, 25) to direct competitors.
- Contradictory information in the filing text regarding claim 24, which is listed as both upheld and unpatentable.
- Ongoing litigation risk as the decision can be appealed until late May 2026.
📋 Key Facts
- The PTAB issued a Final Written Decision on March 23, 2026, regarding U.S. Patent No. 11,435,360 B2.
- The inter partes review (IPR2024-01473) was initiated by PreOmics GmbH and Biognosys AG, both subsidiaries of Bruker.
- A total of 23 claims remain valid and enforceable, including 5 challenged claims and 18 unchallenged claims.
- Claims 1, 4, 6, 22, 24, and 25 were determined to be unpatentable by the PTAB.
- The deadline for either party to file a notice of appeal is May 25, 2026.
Seer, Inc. amended its Tax Benefit Preservation Plan (Poison Pill) to resolve a stockholder lawsuit in the Delaware Court of Chancery. The amendment clarifies the definition of Beneficial Ownership to align with IRS regulations and includes a $250,000 mootness fee payment to the plaintiff's counsel.
🚩 Red Flags
- Stockholder litigation challenging the Board's implementation of a rights plan (Poison Pill).
- Payment of a $250,000 'mootness fee' to settle legal challenges to corporate governance structures.
- Existence of a Tax Benefit Preservation Plan, which often serves as a defensive measure against hostile takeovers.
📋 Key Facts
- Entered into Amendment No. 1 to Tax Benefit Preservation Plan on March 13, 2026.
- The amendment addresses a lawsuit (Taylor v. Farokhzad, C.A. No. 2025-1232-PAF) challenging the plan's definition of Beneficial Ownership.
- Company agreed to pay a $250,000 mootness fee to plaintiff's counsel to dismiss the Delaware Action.
- The amendment aligns the plan with Treasury Regulation § 1.382-3(a)(1) regarding Section 382 of the Internal Revenue Code.
Seer, Inc. has adopted a Tax Benefit Preservation Plan (poison pill) designed to protect its net operating losses (NOLs) by deterring any person or group from acquiring 4.9% or more of the company's outstanding Class A Common Stock. The plan involves the distribution of one right per share of common stock, which becomes exercisable if the 4.9% threshold is triggered without Board approval.
🚩 Red Flags
- The 4.9% trigger is significantly lower than typical shareholder rights plans (usually 10-15%), which can lead to management entrenchment and reduced liquidity.
- The adoption of such a plan confirms the company has significant accumulated losses that it is seeking to protect.
- The plan can be used to deter potential hostile takeovers or activist investors who might otherwise seek to change company direction.
📋 Key Facts
- The Board declared a dividend distribution of one Right for each share of Class A Common Stock held as of March 9, 2026.
- The Rights have an initial exercise price of $11.00 per one one-thousandth of a share of Series A Participating Preferred Stock.
- The plan is triggered if a person or group becomes an 'Acquiring Person' by obtaining 4.9% or more of the Common Stock.
- The Plan expires on February 25, 2029, or February 25, 2027, if not ratified by stockholders.
- The 4.9% threshold is specifically chosen to prevent an 'ownership change' as defined by Section 382 of the Internal Revenue Code, which would limit the use of Tax Benefits.
Seer, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2025, via a press release on February 26, 2026.
📋 Key Facts
- The company reported financial results for the quarter and year ended December 31, 2025.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the results was included as Exhibit 99.1.
- The filing was signed by David Horn, President and Chief Financial Officer.
Seer, Inc. has completed the automatic conversion of all outstanding Class B Common Stock into Class A Common Stock. This event results in the elimination of the super-voting rights previously held by Class B shareholders and a subsequent reduction in authorized shares via a Certificate of Retirement.
🚩 Red Flags
- Loss of dual-class structure: While typically seen as a positive for governance, it represents a significant shift in corporate control/voting power dynamics.
📋 Key Facts
- Conversion occurred at 5:00 p.m. PT on December 9, 2025.
- Class B Common Stock (10 votes per share) converted to Class A Common Stock (1 vote per share).
- Total outstanding shares of Class A Common Stock following conversion: approximately 56,251,522.
- The conversion was triggered by the expiration of a five-year period following the company's first firm-commitment underwritten public offering.
- A Certificate of Retirement was filed with the Delaware Secretary of State on December 12, 2025, to retire converted shares and reduce authorized share counts.
Seer, Inc. filed an 8-K to announce its quarterly results for the period ending September 30, 2025. The filing serves as a formal notice that financial results have been released via press release.
📋 Key Facts
- Reporting date: November 6, 2025
- Period covered: Quarter ended September 30, 2025
- The company issued a press release (Exhibit 99.1) containing the results of operations and financial condition.
- Signed by David Horn, President and Chief Financial Officer.
Seer, Inc. announced the appointment of Isaac Ro to its Board of Directors and his designation as an 'audit committee financial expert.' This move is intended to resolve potential non-compliance with Nasdaq Listing Rules regarding audit committee composition.
🚩 Red Flags
- Implicit admission of potential non-compliance with Nasdaq Listing Rules regarding audit committee expertise requirements.
📋 Key Facts
- Isaac Ro appointed to the Board on September 2, 2025.
- Appointed as a member of the Audit Committee and designated as an 'audit committee financial expert' per Regulation S-K.
- Appointment is intended to resolve potential non-compliance with Nasdaq Listing Rules.
- Initial equity award includes stock options for 61,000 shares and RSUs for 41,000 shares, vesting in three equal annual installments.
- Mr. Ro entered into a standard form indemnification agreement.
Seer, Inc. filed an 8-K to announce its quarterly earnings results for the period ending June 30, 2025. The filing serves as a formal notification that a press release containing the financial results has been issued.
📋 Key Facts
- Reporting date: August 6, 2025
- Period covered: Quarter ended June 30, 2025
- The filing includes Exhibit 99.1 (Press Release) containing the results of operations and financial condition.
- Signed by David Horn, President and Chief Financial Officer.
Seer, Inc. notified Nasdaq that it will no longer comply with listing rules regarding Audit Committee composition following its 2025 Annual Meeting. The company intends to utilize a cure period to rectify the deficiency.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules regarding Audit Committee composition (Rule 5605(c)(2)(A)).
- Potential for administrative or governance instability while restructuring the Board to meet regulatory standards.
📋 Key Facts
- The Company failed to meet Nasdaq Listing Rule 5605(c)(2)(A) concerning Audit Committee size and financial expertise requirements.
- On July 7, 2025, the company held its Annual Meeting of Stockholders with a quorum of approximately 90.16% (85,881,548 votes).
- Six directors were elected to serve until the 2026 annual meeting: Omid Farokhzad, Meeta Gulyani, Terrance McGuire, Robert Langer, Dipchand Nishar, and Nicolas Roelofs.
- Stockholders ratified the appointment of Deloitte & Touche LLP as independent auditors for fiscal year 2025.
- The company is currently evaluating Board and committee membership to regain compliance during the Nasdaq-granted cure period.
Seer, Inc. filed an 8-K to announce its quarterly results for the period ended March 31, 2025. The filing serves as a formal notification of the release of financial performance data.
📋 Key Facts
- Report date: May 13, 2025
- Reporting period: Quarter ended March 31, 2025
- The company issued a press release (Exhibit 99.1) containing the results.
- Signed by David Horn, President and Chief Financial Officer.
Seer, Inc. filed an 8-K to announce its financial results for the quarter and fiscal year ended December 31, 2024. The filing serves as a formal announcement of the earnings release issued on February 27, 2025.
📋 Key Facts
- Reporting period: Quarter and Year ended December 31, 2024.
- Filing date: February 27, 2025.
- The filing includes a press release (Exhibit 99.1) containing the results of operations and financial condition.
Seer, Inc. filed an 8-K to announce its quarterly earnings results for the period ended September 30, 2024.
📋 Key Facts
- The filing was made on November 6, 2024.
- The report covers results of operations and financial condition for the quarter ended September 30, 2024.
- A press release containing the detailed results is attached as Exhibit 99.1.
Seer, Inc. has announced a significant repricing of underwater stock options for employees, specifically targeting those with exercise prices above $2.00. This action includes substantial adjustments for the CEO and CFO to align their incentives with current market valuations.
🚩 Red Flags
- Significant underwater options (exercise prices up to $60.15 vs market price of $2.00) indicating massive loss in shareholder value.
- Direct benefit to top executives (CEO and CFO) via repricing, which can be viewed as dilutive or a sign of desperation to retain talent due to poor stock performance.
- Modification of performance-based vesting hurdles from $6.89 down to $3.00 (150% of $2.00), significantly lowering the bar for executive payouts.
📋 Key Facts
- Effective Date: October 4, 2024.
- Repricing target: Nonstatutory stock options with exercise prices > $2.00 held by continuing employees.
- New exercise price set at $2.00 per share (the closing price on the effective date).
- CEO Omid Farokhzad repriced 2,732,470 shares (original prices: $2.70 to $60.15).
- CFO David Horn repriced 1,140,454 shares (original prices: $2.70 to $60.15).
- Performance-based vesting hurdles for CEO and CFO were lowered from $6.89 to 150% of $2.00 per share.
- A 'Retention Period' is established, ending April 4, 2026, or upon Change in Control/Death/Disability; exercising before this period requires paying the original exercise price.
- Total shares underlying all repriced options: approximately 7.9 million shares.
Seer, Inc. announced a leadership transition within its Board of Directors, appointing Dr. Nicolas Henry Roelofs as a new director and Lead Independent Director. He replaces David Hallal in the Lead Independent Director role.
📋 Key Facts
- Dr. Nicolas Henry Roelofs appointed to the Board on August 13, 2024.
- Term expires at the 2025 annual meeting of stockholders.
- Dr. Roelofs replaces David Hallal as Lead Independent Director.
- Appointed to the Corporate Governance and Nominating Committee and Science and Technology Committee.
- Initial equity award granted: 69,470 stock options and 46,886 restricted stock units (RSUs).
- Equity awards vest in three equal annual installments subject to continued service.
Seer, Inc. filed an 8-K to announce its quarterly results for the period ended June 30, 2024. The filing serves as a formal announcement of the press release containing the company's financial performance and operational updates.
📋 Key Facts
- Reporting date: August 8, 2024
- Period covered: Quarter ended June 30, 2024
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.
Seer, Inc. announced the resignation of its Chief Legal Officer and Corporate Secretary, effective July 26, 2024. The filing also addresses a recent board departure that caused Nasdaq non-compliance, which has since been resolved by appointing an audit committee financial expert.
🚩 Red Flags
- Departure of key executive (Chief Legal Officer).
- Recent history of board/committee turnover leading to regulatory non-compliance (Nasdaq Rule 5605(c)(2)(A)).
📋 Key Facts
- Elona Kogan resigned as Chief Legal Officer and Corporate Secretary; resignation effective July 26, 2024.
- The company stated the resignation is not due to any disagreement regarding operations, policies, or practices.
- Rachel Haurwitz, Ph.D. resigned from the Board of Directors and Audit Committee (previously reported July 12, 2024).
- Resignation of Dr. Haurwitz caused non-compliance with Nasdaq Listing Rule 5605(c)(2)(A) regarding audit committee composition.
- David Hallal was appointed to the Audit Committee on July 19, 2024, as a qualified 'audit committee financial expert' under Regulation S-K.
- The company believes the appointment of Mr. Hallal resolves the Nasdaq non-compliance issue.
Seer, Inc. announced the immediate resignation of Dr. Rachel Haurwitz from its Board of Directors on July 8, 2024. This departure has caused the company to fall out of compliance with Nasdaq listing rules regarding Audit Committee composition.
🚩 Red Flags
- Departure of a key director/officer impacting board composition.
- Nasdaq non-compliance notice (Audit Committee requirements).
- Potential delisting risk if the company fails to rectify committee vacancies within the Nasdaq cure period.
📋 Key Facts
- Dr. Rachel Haurwitz resigned from the Board and all committees effective July 8, 2024.
- The resignation results in non-compliance with Nasdaq Listing Rule 5605(c)(2)(A).
- Non-compliance is due to a vacancy on the Audit Committee regarding minimum membership (3 members) and financial expertise requirements.
- The company intends to rely on the cure period provided by Nasdaq Listing Rule 5605(c)(4)(B) to regain compliance.
Seer, Inc. held its 2024 Annual Meeting of Stockholders on June 12, 2024. The meeting resulted in the election of four directors and the ratification of Deloitte & Touche LLP as the company's independent auditor.
📋 Key Facts
- Annual Meeting held on June 12, 2024.
- Quorum was established with 82,825,210 votes (approx. 81.7% of eligible votes).
- Four directors elected: Omid Farokhzad, M.D., Meeta Gulyani, David Hallal, and Terrance McGuire.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
Seer, Inc. filed an 8-K to announce its quarterly earnings results for the period ended March 31, 2024. The filing serves as a formal announcement of the company's financial performance and operational updates.
📋 Key Facts
- Report date: May 8, 2024
- Reporting period: Quarter ended March 31, 2024
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
- Signed by David Horn, President and Chief Financial Officer.
Seer, Inc. filed an 8-K to announce its financial results for the quarter and fiscal year ended December 31, 2023. The filing serves as a formal mechanism to distribute the quarterly earnings press release.
📋 Key Facts
- Reporting period: Quarter and Year ended December 31, 2023.
- Filing date: February 29, 2024.
- The filing includes an earnings press release as Exhibit 99.1.