Seer Inc.'s Board Under Fire as Activists Demand a Private Exit

HOUSTON, TX – August 13, 2026 – The boardroom of life sciences company Seer, Inc. has become the latest battleground for shareholder value, as activist investors Bradley L. Radoff and Michael Torok have publicly escalated their campaign to force a sale of the struggling firm. In a scathing open letter, the Radoff-JEC Group, which holds a 7.7% stake in Seer, issued an ultimatum to the company’s Board of Directors: publicly concede that Seer must be taken private and provide a clear timeline for evaluating buyout offers. The move marks a dramatic escalation in a conflict defined by dismal financial results, a perpetually optimistic CEO, and a board the activists accuse of strategic paralysis.

The letter serves as a public declaration of no confidence, following what the investors describe as the summary rejection of three prior acquisition proposals. Their fourth and most recent offer, submitted on July 28, proposed acquiring Seer for $2.55 per share in cash, plus a contingent value right (CVR) that would grant stockholders 85% of net proceeds from any future sale of Seer’s assets. The group highlights that this offer represents a 51% premium to the company's stock price before their campaign began, yet it too has been met with what they characterize as disingenuous engagement.

The Anatomy of an Ultimatum

At the heart of the Radoff-JEC Group's frustration is the conduct of a two-member Special Committee formed by Seer’s board to evaluate acquisition proposals. The investors detailed a “perfunctory meeting” with the committee, which consists of directors Meeta Gulyani and Nicolas Roelofs, Ph.D. “We came away from that discussion feeling like the Special Committee was simply formed to reject bids – not to run a real process aimed at maximizing value for all stockholders,” the letter states. The activists pointedly noted that Ms. Gulyani “did not even speak a word” during their discussion and criticized the committee’s failure to disclose its independent financial and legal advisors, fueling suspicions about the legitimacy of the process.

This strategic maneuver of publicizing perceived board intransigence is a classic activist tactic designed to rally other frustrated shareholders. By framing the board's process as a facade, the Radoff-JEC Group is attempting to isolate the directors from their investor base. Their proposal expired on August 10th without a formal response, a silence the investors are now leveraging to portray the board as failing in its fiduciary duty to consider a value-maximizing transaction.

A Tale of Two Realities

The activists’ case is built on a stark contrast between management’s rhetoric and the company’s persistent financial decline. The letter includes a damning table that juxtaposes CEO Omid Farokhzad’s public statements against Seer's quarterly results. For over two years, Dr. Farokhzad has repeatedly claimed the company is at an “inflection point,” that his conviction has “never been stronger,” and that he is “more confident than ever.”

These pronouncements of imminent success have been consistently followed by disappointing financial reports. In the most recent quarter, Q2 2026, Seer posted revenue of just $3.1 million, a 23% year-over-year decrease, and a net loss of nearly $17 million. Since its IPO in late 2020, the company has accumulated over $465 million in losses, and its total stockholder return stands at a staggering negative 97%. The market appears to share the activists’ skepticism; following the latest earnings release where Dr. Farokhzad once again struck a “cheery tone,” Seer’s stock opened more than 6% lower.

Adding a powerful layer to their argument, the Radoff-JEC Group highlights that Dr. Farokhzad himself has sold over $103 million of his Seer shares since the IPO. This juxtaposition of private stock sales with public optimism is a potent narrative tool, suggesting a deep disconnect between the CEO’s personal financial strategy and the one he advocates for the company's public shareholders.

The Board's Strategic Paralysis

The activists direct their sharpest criticism at the Board of Directors, accusing it of refusing to hold Dr. Farokhzad accountable for the “abysmal results.” They argue that the board is not an objective arbiter, pointing out that beyond the CEO, four of the other seven directors have external business relationships with him. This raises fundamental questions of corporate governance and whether the board is truly independent or merely an echo chamber for its founder.

Ironically, the activists are using the CEO’s own words as a weapon. Dr. Farokhzad had previously submitted his own “inferior” acquisition proposal, arguing in a July 1 letter that Seer should not remain a public company. The Radoff-JEC Group now calls on the board to formally agree with its own CEO’s assessment. “We believe that a legitimate Board that has a CEO/Founder and a stockholder bidding would formally put the Company up for sale,” they assert.

The current situation places the board in a strategic bind. It is overseeing a company with a promising core technology but a failing commercial strategy, bleeding cash with no clear path to profitability until at least 2031, according to the CEO's own projections. The presence of two buyout offers—one from a major shareholder and one from the CEO himself—makes a defense of the status quo increasingly untenable.

The Promise and Peril of Proteomics

Beneath the financial turmoil and boardroom drama lies Seer’s core asset: the Proteograph Product Suite. The technology aims to revolutionize proteomics—the large-scale study of proteins—by enabling researchers to gain deeper, more unbiased insights from biological samples. With over 95 scientific publications and strong validation from independent studies, the technology holds significant scientific promise for drug discovery and diagnostics. Seer's management argues it is building a new market from the ground up, a long-term endeavor that requires patience.

However, this scientific promise has failed to translate into commercial momentum. The company has acknowledged challenges, including “macroeconomic headwinds” and “elongated sales cycles.” For investors like the Radoff-JEC Group, the public markets are no longer the appropriate venue for funding such a long and uncertain journey. Their argument is that the company’s value, including its underlying technology, is best realized through a sale to a private entity that can afford to be patient without the punishing scrutiny of quarterly earnings reports.

With their public ultimatum, the activists have drawn a clear line. They have threatened “consequences” for each director if the board fails to engage in a transparent evaluation process. The onus is now squarely on Seer's board to articulate a path forward that convinces shareholders it holds more value than the cash-in-hand exit being offered.