SCHEDULE: Radoff-JEC Group Proposes $2.25/Share Buyout of Seer, Inc.

The Radoff-JEC Group, holding 7.6% of Seer, Inc. stock, has submitted a non-binding proposal to acquire the company for $2.25 per share in cash, plus a contingent value right, and nominated three directors.

Summary

• The Radoff-JEC Group, a significant shareholder in Seer, Inc. (owning approximately 7.6%), has submitted a non-binding proposal to acquire 100% of the company's equity for $2.25 per share in cash.
• This offer represents a 33% premium over Seer's most recent closing price.
• In addition to the cash offer, stockholders would receive a contingent value right (CVR) entitling them to 80% of the net proceeds from any future sale or disposition of Seer's assets, including PrognomiQ.
• The proposal is contingent on limited confirmatory due diligence and the availability of at least $215 million in net cash and cash equivalents at closing, but it is not subject to financing conditions.
• The Radoff-JEC Group has also nominated three director candidates—Howard H. Berman, Joshua S. Horowitz, and Luis E. Rinaldini—for election to Seer's Board of Directors at the upcoming 2026 annual meeting.
• The group criticizes Seer's current leadership, citing a nearly 97% stock price decline since its IPO and poor performance under CEO Omid Farokhzad at previous companies.
• They highlight Seer's negligible revenue growth, significant operating losses, and a projected cash burn exceeding $40 million for 2026 to achieve minimal revenue growth.
• The Radoff-JEC Group has requested a response from Seer's Board regarding their willingness to discuss the proposal by 5:00 PM ET on April 22, 2026, after which the offer will expire.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as strongly negative due to the severe criticism of the company's performance, leadership, and the significant shareholder value destruction detailed by the activist investor group.

Positives

• The proposed acquisition offers Seer stockholders immediate cash liquidity at a significant premium (33%) to the current share price.
• The inclusion of a contingent value right (CVR) provides potential for additional value through the monetization of Seer's assets.
• The offer is not subject to financing conditions, providing assurance of the acquirer's commitment.
• The Radoff-JEC Group is prepared to provide a substantial non-performance fee to assure the completion of the acquisition.
• The nominated directors are described as highly qualified and independent.

Negatives

• Seer's stock price has declined by nearly 97% since its IPO in December 2020.
• The company has experienced negligible revenue growth under current leadership despite significant investment.
• Seer is projected to have a cash burn exceeding $40 million in 2026 to achieve minimal revenue growth.
• The current leadership team has a history of poor performance at other companies, including bankruptcies and significant stock price declines.
• The Board of Directors has not responded constructively to suggestions for improving the company's performance.
• The company's Tax Benefit Preservation Plan (Poison Pill) was amended, which the Radoff-JEC Group views as an attempt to restrict their influence.

Risks

• Continued abysmal operating results and value destruction if the acquisition proposal is not accepted.
• Potential for further decline in share price due to ongoing operational challenges and competitive pressures.
• The Board of Directors' potential unwillingness to engage constructively with the Radoff-JEC Group's proposal.
• The possibility that the proposed acquisition may not be completed, leaving Seer to continue its current trajectory.
• The effectiveness and value realization from the proposed Contingent Value Right (CVR) depend on the successful monetization of Seer's assets.

Future Outlook

The Radoff-JEC Group believes Seer will not succeed as a public company under current leadership and proposes an acquisition to provide immediate value to stockholders and avoid further value destruction. The group is prepared to monetize Seer's assets if the acquisition proceeds. The proposal is contingent on due diligence and requires a response from the Board by April 22, 2026.

Management Comments

• "Since Seers initial public offering in December 2020 and under the continuing leadership of Co-Founder, Board Chair and CEO Omid Farokhzad, M.D., the Company has failed stockholders with a nearly 97% share price decline to $1.69 per share."
• "Between Seers consistent lack of revenue growth, astronomical operating losses, forward guidance for more of the same dismal results, and the increasing competitive and other pressures in its industry, we do not believe Seer will succeed as a public company, particularly under the stewardship of the current leadership team."
• "The Boards behavior supports our view that Seer will not succeed absent new leadership – no Board member has purchased Seer shares despite the shares trading at a massive discount to the Companys cash balance for over two years now."
• "The Boards eagerness to hastily enact a seemingly unlawful poison pill, which we believe was aimed at restricting our ownership and limiting our influence, coupled with the Boards unwillingness to engage in constructive dialogue reinforces our view that the long-standing issues at Seer result from passive and conflicted directors enabling Dr. Farokhzads mismanagement of the Company and destruction of stockholder value."
• "We believe our proposed transaction to acquire Seer is in the best interest of all stockholders. Our proposal would provide stockholders with immediate cash liquidity at a significant premium to the current share price."
• "We are certain that we have the expertise and resources to successfully monetize the Companys assets for the benefit of all stockholders."

Industry Context

StockSavvy.ai notes that this filing represents a significant shareholder activism event, with the Radoff-JEC Group leveraging their substantial stake to propose a buyout and nominate directors. This action is often seen in companies experiencing prolonged underperformance or perceived mismanagement, where activist investors seek to unlock shareholder value through strategic changes or a sale of the company. The group's critique of Seer's financial performance and leadership aligns with common themes in activist campaigns targeting biotech or technology firms with high cash burn and unproven revenue models.

Management Changes

Corporate Governance

Legal Proceedings

• The Radoff-JEC Group believes Seer's amended Tax Benefit Preservation Plan (Poison Pill) may be unlawful and was aimed at restricting their ownership and influence.

Stakeholder Impact

• Shareholders: Potential for immediate cash liquidity at a premium, with an additional upside from asset sales via CVR, or continued value destruction if the proposal is rejected.
• Employees: Uncertainty regarding future employment and company operations depending on the outcome of the acquisition proposal and potential asset sales.
• Management: Potential displacement if the acquisition proceeds or if the nominated directors are elected and enact changes.

Next Steps

• Seer's Board of Directors is expected to review the non-binding proposal.
• The Radoff-JEC Group awaits a response from Seer's Board by April 22, 2026.
• The Radoff-JEC Group intends to solicit proxies for their director nominees at the 2026 annual meeting.
• The Radoff-JEC Group is prepared to complete due diligence and negotiate a definitive merger agreement by April 30, 2026.

Key Dates

Recommendation

The filing presents a clear activist scenario with a premium offer and director nominations, suggesting potential for change. However, the offer is non-binding and contingent on due diligence. Given the company's poor historical performance and the uncertainty of the deal closing, a 'hold' recommendation is prudent, allowing investors to await further developments, board response, and potential counter-offers or negotiations.

Keywords

Seer Inc, Radoff-JEC Group, Acquisition Proposal, Takeover, Shareholder Activism, Contingent Value Right, Board Nomination, Corporate Governance, Financial Performance, SEC Filing, Schedule 13D