Seer, Inc.
A biotechnology company that helps scientists study the proteome—the full set of proteins in a body—using its Proteograph product suite, which relies on engineered nanoparticles that naturally gather proteins from blood samples. Founded in 2017 by researchers including Robert Langer, it grew out of nanoparticle work at Harvard's Brigham and Women's Hospital. The name "Seer" means one who sees, a nod to giving researchers a clearer view of proteins that were once hard to detect.
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Omid Farokhzad | 13G/APassive | 12% | 6.92M | May 15, 2026 |
| Invus Public Equities, L.P. | 13G/APassive | 4.4% | 2.46M | May 4, 2026 |
| Invus Public Equities Advisors, LLC | 13G/APassive | 4.4% | 2.46M | May 4, 2026 |
| Invus Global Management, LLC | 13G/APassive | 4.4% | 2.46M | May 4, 2026 |
| Siren, L.L.C. | 13G/APassive | 4.4% | 2.46M | May 4, 2026 |
| Raymond Debbane | 13G/APassive | 4.4% | 2.46M | May 4, 2026 |
| Radoff Bradley Louis | 13D/AActivist | 4.6% | 2.61M | Apr 13, 2026 |
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| Torok Michael | 13D/AActivist | 3% | 1.67M | Apr 13, 2026 |
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| JEC II Associates, LLC | 13D/AActivist | 2.1% | 1.17M | Apr 13, 2026 |
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||
| Radoff Family Foundation | 13D/AActivist | 0.9% | 500.0K | Apr 13, 2026 |
Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only 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 and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||||