\nBradley L. Radoff and Michael Torok, who collectively own approximately 7.7% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (the \u201cCompany\u201d), today issued the following open letter to the Company\u2019s Board of Directors.<\/p>\n
\n***<\/p>\n
\nAugust 13, 2026<\/p>\n
\nSeer, Inc.
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3800 Bridge Parkway, Suite 102
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Redwood City, California 94065
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Attn: Board of Directors<\/p>\n
\nDear Members of the Board of Directors (the \u201cBoard\u201d),<\/p>\n
\nBradley 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 7.7% of the Company\u2019s outstanding shares.<\/p>\n
\nOn July 28, 2026, we submitted our fourth proposal to acquire 100% of the equity of the Company for $2.55 per share in cash, which represents an immediate 51% premium to the Company\u2019s unaffected share price and a 16% premium to the current share price,1<\/sup> plus a contingent value right (\u201cCVR\u201d) representing the right for stockholders to receive 85% of the net proceeds received from any license, sale or other disposition of Seer\u2019s business and assets, including PrognomiQ. This fourth proposal included improved terms from our previous three offers, each of which was summarily rejected with little to no explanation.<\/p>\n \nAfter making our fourth proposal, we had a perfunctory meeting with the two-member Special Committee consisting of Meeta Gulyani and Nicolas Roelofs, Ph.D. We came away from that discussion feeling like the Special Committee was simply formed to reject bids \u2013 not to run a real process aimed at maximizing value for all stockholders. As an example, Ms. Gulyani did not even speak a word during our meeting; in our view, this is not the behavior of someone interested in evaluating a potential transaction. The Special Committee never even disclosed its \u201cindependent\u201d financial and legal advisors, adding to the questions we have about the legitimacy of its sale process.<\/p>\n \nAs Seer\u2019s Chairman and CEO, Omid Farokhzad, M.D., himself has admitted when submitting his own inferior acquisition proposals, Seer should not remain a public company. The Company\u2019s abysmal state has only worsened following the Company\u2019s disclosure of Q2 2026 financial results, which included lower revenue, lower gross profit, a nearly $17 million net loss and shrinking cash reserves. To add insult to injury, Dr. Farokhzad struck a cheery tone on the earnings conference call, claiming once again that Seer is at an \u201cinflection point\u201d while Chief Financial Officer David Horn vaguely promised that the Company would reach \u201ccash flow breakeven\u201d at some undetermined point in the future. Stockholders were not impressed, as evidenced by the stock opening more than 6% lower the next day.<\/p>\n The Delusion of Management and a Board That Apparently Refuses to Hold it Accountable<\/b><\/p>\n<\/td>\n<\/tr>\n Quarter<\/b><\/p>\n<\/td>\n Dr. Farokhzad\u2019s Commentary2<\/sup><\/b><\/p>\n<\/td>\n Revenue3<\/sup><\/b><\/p>\n<\/td>\n Net Loss4<\/sup><\/b><\/p>\n<\/td>\n<\/tr>\n \nQ2 2026<\/p>\n<\/td>\n \u201cI’ve never been more excited than I am today<\/b> about the differentiated value proposition of our Proteograph technology, the impact we will have and the market opportunities in front of us.\u201d<\/i><\/p>\n<\/td>\n \n$3.1M<\/p>\n<\/td>\n \n($16.9M)<\/p>\n<\/td>\n<\/tr>\n \nQ1 2026<\/p>\n<\/td>\n \u201cMy conviction in Seer<\/b>, the impact of our technology and the market we’re building has never been stronger<\/b>.\u201d<\/i><\/p>\n<\/td>\n \n$2.8M<\/p>\n<\/td>\n \n($16.8M)<\/p>\n<\/td>\n<\/tr>\n \nQ4 2025<\/p>\n<\/td>\n \u201cI have never been more confident<\/b> in the opportunity ahead\u2026\u201d<\/i><\/p>\n<\/td>\n \n$4.2M<\/p>\n<\/td>\n \n($16.0M)<\/p>\n<\/td>\n<\/tr>\n \nQ3 2025<\/p>\n<\/td>\n \u201cMy conviction<\/b> in the potential of the Proteograph is stronger than ever<\/b>.\u201d<\/i><\/p>\n<\/td>\n \n$4.1M<\/p>\n<\/td>\n \n($18.2M)<\/p>\n<\/td>\n<\/tr>\n \nQ2 2025<\/p>\n<\/td>\n \u201cThis quarter marked a major inflection point<\/b> for Seer\u2026\u201d<\/i><\/p>\n<\/td>\n \n$4.1M<\/p>\n<\/td>\n \n($19.4M)<\/p>\n<\/td>\n<\/tr>\n \nQ1 2025<\/p>\n<\/td>\n \u201c[O]ur long-term vision and opportunity remains unchanged. In fact, I’m more confident<\/b> in that belief than ever before<\/b>.\u201d<\/i><\/p>\n<\/td>\n \n$4.2M<\/p>\n<\/td>\n \n($19.9M)<\/p>\n<\/td>\n<\/tr>\n \nQ4 2024<\/p>\n<\/td>\n \u201cI’m more confident than ever before<\/b> about our future.\u201d<\/i><\/p>\n<\/td>\n \n$4.0M<\/p>\n<\/td>\n \n($21.7M)<\/p>\n<\/td>\n<\/tr>\n \nQ3 2024<\/p>\n<\/td>\n \u201c[W]e’re picking up momentum<\/b> as the data and evidence is strongly supportive of Proteograph’s unique value proposition.\u201d<\/i><\/p>\n<\/td>\n \n$4.0M<\/p>\n<\/td>\n \n($21.3M)<\/p>\n<\/td>\n<\/tr>\n \nQ2 2024<\/p>\n<\/td>\n \u201cI have never been more confident<\/b> in the power of our technology to change the trajectory of proteomics research.\u201d<\/i><\/p>\n<\/td>\n \n$3.1M<\/p>\n<\/td>\n \n($22.9M)<\/p>\n<\/td>\n<\/tr>\n \nQ1 2024<\/p>\n<\/td>\n \u201cWe remain incredibly bullish<\/b> on the potential of our technology to transform our understanding of the proteome.\u201d<\/i><\/p>\n<\/td>\n \n$3.1M<\/p>\n<\/td>\n \n($20.7M)<\/p>\n<\/td>\n<\/tr>\n \nQ4 2023<\/p>\n<\/td>\n \u201c[W]e will see an inflection point<\/b> in adoption, the size of studies and ultimately revenues.\u201d<\/i><\/p>\n<\/td>\n \n$4.4M<\/p>\n<\/td>\n \n($17.8M)<\/p>\n<\/td>\n<\/tr>\n \nQ3 2023<\/p>\n<\/td>\n \u201c[W]e will see an inflection point<\/b> in adoption to size of studies and ultimately, revenue.\u201d<\/i><\/p>\n<\/td>\n \n$4.2M<\/p>\n<\/td>\n \n($21.1M)<\/p>\n<\/td>\n<\/tr>\n \nQ2 2023<\/p>\n<\/td>\n \u201cI have never been more bullish<\/b> about our opportunities than I am today.\u201d<\/i><\/p>\n<\/td>\n \n$4.0M<\/p>\n<\/td>\n \n($23.4M)<\/p>\n<\/td>\n<\/tr>\n \nQ1 2023<\/p>\n<\/td>\n \u201cI have never been more excited<\/b> about the opportunities ahead.\u201d<\/i><\/p>\n<\/td>\n \n$4.1M<\/p>\n<\/td>\n \n($24.0M)<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \nThe above table highlights that the Board has no demonstrated interest in holding Dr. Farokhzad \u2013 who has sold over $103 million of Seer shares since its IPO5<\/sup> \u2013 accountable for the Company\u2019s abysmal results. Stockholders need to see urgency and action. The Board cannot wait us out forever, especially in light of the Company\u2019s complete lack of an operating strategy that provides certainty, accountability or a realistic path toward avoiding further value destruction and maximizing Seer\u2019s remaining value.<\/p>\n \nIn closing, we call on the Board or Special Committee to do the following:<\/p>\n \nIf the Board and Special Committee fail to fulfill their fiduciary obligations by not providing stockholders with a transparent evaluation process, remaining wed to a failed operating strategy or accepting an inferior buyout, rest assured that there will be consequences for each of you.<\/p>\n \nSincerely,<\/p>\n \nBradley L. Radoff and Michael Torok<\/p>\n \n_______________________<\/p>\n<\/td>\n<\/tr>\n 1<\/sup><\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \nUnaffected price calculated as of close on April 10, 2026, the trading day immediately prior to the Radoff-JEC Group\u2019s submission of its initial non-binding proposal to acquire the Company. Current share price as of close on August 12, 2026.<\/p>\n<\/td>\n<\/tr>\n 2<\/sup><\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \nCompany earnings calls. Emphasis added.<\/p>\n<\/td>\n<\/tr>\n 3<\/sup><\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \nCompany earnings press releases.<\/p>\n<\/td>\n<\/tr>\n 4<\/sup><\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \nIbid.<\/p>\n<\/td>\n<\/tr>\n 5<\/sup><\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \nDr. Farokhzad\u2019s Form 4 filings.<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n\u00a0<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260813567935\/en\/<\/a><\/span><\/p>\n\n
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