Seer Inc. Under Siege as Activist Launches Takeover Bid and Proxy Fight

HOUSTON, TX – April 13, 2026 – Life sciences company Seer, Inc. (NASDAQ: SEER) is facing a full-scale assault from a group of activist investors who have launched a dual-pronged campaign to acquire the company and simultaneously replace its board of directors. The Radoff-JEC Group, an investment vehicle led by Bradley L. Radoff and Michael Torok, announced today that it has submitted a non-binding proposal to purchase all outstanding shares of Seer for $2.25 per share in cash, plus a substantial contingent value right (CVR).

The offer represents a 33% premium to Seer’s closing price of $1.69 on April 10. In a move signaling a deep-seated lack of confidence in current leadership, the activist group, which holds a 7.6% stake in the company, also nominated three independent directors—Howard H. Berman, Joshua S. Horowitz, and Luis E. Rinaldini—for election at Seer’s upcoming 2026 annual meeting.

In a sharply worded letter addressed to Seer’s Board of Directors, the Radoff-JEC Group laid out a damning case against the company's management, particularly targeting Co-Founder, Chairman, and CEO Omid Farokhzad.

A Scathing Rebuke of Leadership

The activist group’s proposal is rooted in what it describes as a catastrophic failure of leadership and strategy at Seer. The letter highlights a nearly 97% collapse in the company's share price since its initial public offering in December 2020, a performance the group labels “abysmal.”

“Since Seer’s initial public offering... the Company has failed stockholders,” the letter states, directly blaming Dr. Farokhzad. The activists drew parallels to Dr. Farokhzad’s alleged track record at other publicly traded companies, asserting that his leadership has consistently resulted in the “complete annihilation of stockholder value.” They cited the Chapter 11 bankruptcy of Bind Therapeutics and the precipitous stock declines at Selecta Biosciences and Senti Biosciences as part of a troubling pattern.

Financially, the Radoff-JEC Group paints a grim picture of a company burning through capital with little to show for it. The letter claims that from 2022 to 2025, Seer’s revenue growth was “negligible” despite investing over $160 million in cash. The activists pointed to Seer’s own 2026 guidance, which projects a cash burn exceeding $40 million to achieve what they calculate as a mere $400,000 in incremental revenue. This financial trajectory, they argue, is unsustainable.

The board of directors was not spared from criticism. The letter accuses the board of being “passive and conflicted” and enabling mismanagement. The group noted that despite the stock trading at a significant discount to its cash balance for over two years, no board member has made any open-market purchases of Seer’s stock, a move often seen as a vote of confidence.

The Poison Pill and a Proxy Battle Looms

The conflict between the activist group and Seer’s board appears to have been escalating for some time. The Radoff-JEC Group claims it met with two board members on March 12, 2026, to suggest corrective actions, including a large stock buyback, significant cost reductions, and separating the roles of Chairman and CEO. Despite promises of engagement, the activists say the board has remained silent on their suggestions.

Instead, the day after the meeting, Seer amended a recently enacted “Tax Benefit Preservation Plan.” These plans, colloquially known as “poison pills,” are defensive measures designed to make a hostile takeover prohibitively expensive. Seer’s stated purpose for the plan, adopted on February 26, was to protect its approximately $262 million in net operating loss (NOL) carryforwards, a valuable tax asset. However, the Radoff-JEC Group characterized the move as an “unlawful poison pill” aimed at restricting their ownership and influence.

Subsequent events appear to lend some weight to the controversial nature of the plan. Research confirms Seer later amended the poison pill and agreed to pay a $250,000 mootness fee in response to a stockholder lawsuit filed in the Delaware Court of Chancery. For the activists, this sequence of events “reinforces our view that the long-standing issues at Seer result from passive and conflicted directors.”

This history of frustration has culminated in the nomination of three new directors, setting the stage for a contentious proxy battle if the acquisition proposal is rejected.

A Bid to Unlock Value

The Radoff-JEC Group’s proposal is not a simple cash buyout. It includes a contingent value right (CVR) that would grant existing stockholders 80% of the net proceeds from any future sale or license of Seer’s business and assets, specifically naming its PrognomiQ unit. This structure is designed to give shareholders immediate liquidity at a premium while allowing them to participate in any potential upside from monetizing the company's underlying technology, which includes its Proteograph Product Suite for large-scale proteome analysis.

The proposal is subject to limited due diligence and is contingent on Seer having at least $215 million in net cash at closing. As of December 31, 2025, Seer reported a cash and investments balance of approximately $240.6 million, indicating it currently meets this condition. The activists stressed that their offer is not subject to any financing conditions and that they are prepared to move quickly, setting a deadline of 5:00 pm ET on April 22, 2026, for the board to respond.

Seer's Crossroads and Official Response

Seer, Inc. has publicly acknowledged receipt of the unsolicited proposal. In a brief statement, the company confirmed its board, in consultation with independent financial advisor Perella Weinberg Partners LP and legal counsel Wilson Sonsini Goodrich & Rosati, will carefully review the offer. The company characterized the proposal as “highly contingent.”

The board will also review the director nominations submitted by the Radoff-JEC Group and will make its formal recommendation in its proxy statement for the 2026 annual meeting, the date of which has not yet been announced. The company's future now hangs in the balance, caught between a management team defending its long-term strategy and an activist investor determined to force a sale and unlock value for shareholders. Seer has advised its stockholders that no action is required at this time, setting the stage for what will likely be a contentious period leading up to its next annual meeting.