\nBradley L. Radoff and Michael Torok (together with certain of their affiliates, the \u201cRadoff-JEC Group\u201d), who collectively own approximately 7.6% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (\u201cSeer\u201d or the \u201cCompany\u201d), today submitted the following non-binding proposal to acquire the Company for $2.25 per share in cash plus a contingent value right, and also nominated Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini for election to the Board of Directors at the Company\u2019s upcoming 2026 annual meeting of stockholders.<\/p>\n
\n***<\/p>\n
\nApril 13, 2026<\/p>\n
\nSeer, Inc.
\n
3800 Bridge Parkway, Suite 102
\n
Redwood City, California 94065
\n
Attn: Board of Directors<\/p>\n
\nDear Members of the Board,<\/p>\n
\nAs you are aware, Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the \u201cRadoff-JEC Group\u201d or \u201cwe\u201d) are significant stockholders of Seer, Inc. (\u201cSeer\u201d or the \u201cCompany\u201d), collectively owning approximately 7.6% of the Company\u2019s outstanding shares.<\/p>\n
\nWe are pleased to submit this non-binding proposal to Seer\u2019s Board of Directors (the \u201cBoard\u201d) to acquire 100% of the equity of the Company for $2.25 per share in cash, which represents an immediate 33% premium to the Company\u2019s most recent closing price, plus a contingent value right (\u201cCVR\u201d) representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer\u2019s business and assets, including PrognomiQ.<\/p>\n
\nOur proposal is subject to limited confirmatory due diligence and is based on the availability of at least $215 million of net cash and cash equivalents at closing. Together with binding acquisition documents, we are 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. We are ready to move forward and close expeditiously \u2013 our proposal is not subject to any financing conditions.<\/p>\n
\nSince Seer\u2019s 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.1<\/sup> This abysmal share price performance is consistent with the results Dr. Farokhzad has produced at other companies: Bind Therapeutics (filed for Chapter 11 bankruptcy protection), Selecta Biosciences (share price declined 95% between its IPO and its merger with Cartesian Therapeutics), and Senti Biosciences (share price currently down 99% since its IPO in 2021).<\/p>\n \nUnder Dr. Farokhzad\u2019s leadership from 2022 to 2025, the Company\u2019s revenue growth has been negligible despite over $160 million of cash (nearly $3.00 per share) invested in the business. On February 26, 2026, the Company issued guidance for 2026 and the midpoint of the revenue range implies only 3% growth or roughly $400,000 in incremental revenue compared to the previous year.2<\/sup> The 2026 cash burn to achieve that incremental $400,000 in revenue is expected to exceed $40 million.<\/p>\n \nBetween Seer\u2019s 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 Board\u2019s behavior supports our view that Seer will not succeed absent new leadership \u2013 no Board member has purchased Seer shares despite the shares trading at a massive discount to the Company\u2019s cash balance for over two years now.<\/p>\n \nNotably, on March 12, 2026, we met with two members of the Board and in that meeting they requested our suggestions for specific actions the Board should take to reverse the multiyear decline in the share price and address substantial issues facing Seer. Despite promising immediate feedback and engagement to improve the Company, the Board has not responded to our suggestions, which included a large tender offer to retire stock, an immediate and significant operating cost reduction, separation of the Chair and CEO roles in accordance with best corporate governance practices, and revoking the equity grants made to Dr. Farokhzad and CFO David Horn at share prices below net cash per share.<\/p>\n \nThe Board\u2019s eagerness to hastily enact a seemingly unlawful poison pill,3<\/sup> which we believe was aimed at restricting our ownership and limiting our influence, coupled with the Board\u2019s unwillingness to engage in constructive dialogue reinforces our view that the long-standing issues at Seer result from passive and conflicted directors enabling Dr. Farokhzad\u2019s mismanagement of the Company and destruction of stockholder value. Given that Seer is (at least) the fourth company where Dr. Farokhzad\u2019s leadership has resulted in the complete annihilation of stockholder value, we have also nominated three highly qualified and independent directors \u2013 Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini \u2013 for election to the Board at the upcoming annual meeting. In the absence of a sale of the Company, we believe immediate Board and management change is necessary to stem the tide of losses and ensure that the Company is run with the best interests of stockholders, the true owners of the Company, in mind.<\/p>\n \nTo be clear, 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. Furthermore, we believe the proposed CVR structure has the potential to provide stockholders with considerable additional value as we diligently and expeditiously seek to monetize Seer\u2019s assets. We are certain that we have the expertise and resources to successfully monetize the Company\u2019s assets for the benefit of all stockholders.<\/p>\n \nBaker 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 April 30, 2026.<\/p>\n \nWe expect that the Board will promptly meet with us and seriously consider our proposal. We look forward to receiving a response regarding the Board\u2019s willingness and availability to discuss our proposal no later than 5:00pm ET on April 22, 2026, at which point our offer will expire.<\/p>\n \nSincerely,<\/p>\n \nBradley L. Radoff and Michael Torok<\/p>\n CERTAIN INFORMATION CONCERNING THE PARTICIPANTS<\/b><\/p>\n \nBradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the \u201cRadoff-JEC Group\u201d), intends to file a preliminary proxy statement and accompanying WHITE <\/b>universal proxy card with the Securities and Exchange Commission (\u201cSEC\u201d) 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 \u201cCompany\u201d).<\/p>\n \nTHE 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\u2019S WEB SITE AT HTTP:\/\/WWW.SEC.GOV<\/a>. 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\u2019 PROXY SOLICITOR.<\/p>\n \nThe participants in the anticipated proxy solicitation are expected to be The Radoff Family Foundation (\u201cRadoff Foundation\u201d), Bradley L. Radoff, JEC II Associates, LLC (\u201cJEC II\u201d), The MOS Trust (\u201cMOS Trust\u201d), MOS PTC, LLC (\u201cMOS PTC\u201d), Michael Torok, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini.<\/p>\n \nAs 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 (\u201cCommon Stock\u201d). 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.<\/p>\n 1<\/sup> FactSet. Share price decline from December 4, 2020 through April 10, 2026. View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260413738595\/en\/<\/a><\/span><\/p>\n
\n
2<\/sup> The Company\u2019s Q4 and full-year 2025 earnings release<\/a> dated February 26, 2026.
\n
3<\/sup> On March 13, 2026, the Company amended its Tax Benefit Preservation Plan, dated as of February 26, 2026 (the \u201cPoison Pill\u201d), to moot a stockholder\u2019s challenge to the Poison Pill in the Delaware Court of Chancery.<\/p>\n<\/p>\n