\nCorrects the Board\u2019s Flawed Reasons for Rejecting its Credible, Premium Acquisition Offer in Apparent Breach of its Fiduciary Duty<\/i><\/p>
\nReaffirms its Fully Financed Proposal to Acquire Seer for $2.40 per Share in Cash \u2013 a 42% Premium to the Unaffected Share Price \u2013 and a CVR for Stockholders to Receive 80% of the Net Proceeds from the Company\u2019s Assets<\/i><\/p>
\nFiles Preliminary Proxy Statement to Give Stockholders the Opportunity to Elect Three New Qualified, Independent Directors Who Intend to Advocate for a Strategic Review Process Aimed at Maximizing Value for All Seer Stockholders<\/i><\/p>
HOUSTON--(BUSINESS WIRE)--Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the \u201cRadoff-JEC Group\u201d or \u201cwe\u201d), who collectively own approximately 7.8% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (\u201cSeer\u201d or the \u201cCompany\u201d), today issued the following open letter to the Company\u2019s independent directors and financial and legal advisors in response to Seer\u2019s apparent bad-faith rejection of the Radoff-JEC Group\u2019s three fully financed proposals to acquire Seer.<\/p>
\nThe Radoff-JEC Group has also filed a preliminary proxy statement<\/a> to solicit votes for the election of its three nominees \u2013 Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini \u2013 to the Board at the upcoming 2026 Annual Meeting of Stockholders.<\/p> \n***<\/p> \nMay 27, 2026<\/p> \nSeer, Inc.\n \nDear Independent Members of the Board, Perella Weinberg and Wilson Sonsini,<\/p> \nAs you are aware, the Radoff-JEC Group has submitted three public proposals to acquire Seer:<\/p> \nThe Board did not respond to our April 13 <\/sup>proposal, rejected our April 24 proposal without engaging with us and rejected our May 14 proposal \u2013 again, without engaging with us. As the fourth-largest stockholder of Seer with a 7.8% ownership stake, we believe it is a potential breach of fiduciary duty for the Board to refuse to engage with a bidding party and reject an acquisition offer that could represent superior value for stockholders compared to what could reasonably be expected under the status quo.<\/p> \nIn Seer\u2019s May 21, 2026 press release, the Board alleged our proposal \u201cis not in the best interests of Seer stockholders because it significantly undervalues Seer and fails to reflect the value of Seer\u2019s long-term growth prospects.\u201d<\/i> How can the Board credibly claim this when Seer\u2019s management team \u2013 which has failed to create any value for stockholders over the past five and a half years \u2013 has not provided a credible standalone plan that would deliver superior value? Since the Board has refused to discuss our proposal with us, denying us an opportunity to address any concerns, we are providing written explanations below for why we believe the Board\u2019s purported reasons for rejecting our bids are not legitimate.<\/p> \nSeer\u2019s Reasons for Rejecting Our Bids1<\/sup><\/b><\/p><\/td> \nThe Radoff-JEC Group\u2019s Views<\/b><\/p><\/td><\/tr>\n \n\u201c[T]he Board carefully reviewed the Revised Proposal in consultation with its independent financial and legal advisors. Following a thorough analysis, the Board concluded that the Revised Proposal significantly undervalues Seer.\u201d<\/i><\/p><\/td> \nGiven that the Board never spoke to us, it\u2019s difficult to take its \u201ccareful\u201d and \u201cthorough\u201d review seriously.<\/p> \n\u00a0<\/p> \nPerella Weinberg and Wilson Sonsini\u2019s role appears to be implementing activist defense strategies to help Chair and CEO Omid Farokhzad, M.D. and his allies entrench themselves \u2013 not advising the Board on ways to maximize value for all stockholders. When Perella Weinberg calculated the potential value of the Company as a standalone enterprise under Dr. Farokhzad, how did it account for Dr. Farokhzad\u2019s and director Dr. Robert Langer\u2019s record of incinerating more than $1 billion of investor capital across at least five separate companies?<\/p><\/td><\/tr>\n \n\u201c[T]he Second Unsolicited Proposal fails to reflect the value of Seer\u2019s Proteograph Product Suite platform, as well as Seer\u2019s technology leadership, adoption momentum and standalone growth prospects.\u201d<\/i><\/p><\/td> \nSeer is a microcap business that is projected to grow revenue by just 3% this year after burning nearly $16 million in cash in the most recent quarter. The Company posted $2.8 million in revenue in the first quarter of 2026, which represents a -33.3% decline year over year and its lowest first-quarter revenue since 2021.<\/p> \n\u00a0<\/p> \nThe Company\u2019s first quarter results were so disappointing that its stock \u2013 which had risen following our initial acquisition proposal \u2013 fell to below the unaffected share price in the days after the earnings report.2<\/sup><\/p> \n\u00a0<\/p> \nOur proposal, which includes a CVR to enable stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer\u2019s business and assets, will unlock whatever value remains of Seer\u2019s platform and the technology that underpins it.<\/p><\/td><\/tr>\n \n\u201cThe Board is confident that Seer\u2019s strategy, platform and team will create value well in excess of the proposal from the Radoff-JEC Group.\u201d<\/i><\/p><\/td> \nThe Seer leadership team has detailed its strategy and the market opportunity for its platform in numerous earnings calls, SEC filings, investor presentations and investor conferences. Since the Company\u2019s initial public offering in December 2020, Dr. Farokhzad and his management team have delivered a -97% total stockholder return and burned hundreds of millions of cash while delivering negligible revenue growth.3<\/sup> There is no evidence to support Dr. Roelofs\u2019 statement.<\/p> \n\u00a0<\/p> \nThis is a Company that has no business remaining public under the same failed leadership.<\/p><\/td><\/tr>\n \n\u201cAs with the Initial Unsolicited Proposal, the Second Unsolicited Proposal was not accompanied by any evidence that the Radoff-JEC Group had access to the funds necessary to consummate the proposed acquisition.\u201d<\/i><\/p><\/td> \nAs we stated at the time of submitting them, each of our acquisition proposals were fully financed and subject to very limited confirmatory due diligence. The acquisition proposals could be financed with the cash on the Company\u2019s balance sheet.<\/p> \n\u00a0<\/p> \nHow can the Board and its advisors declare our offer as highly contingent and lacking funding when they have never reached out to us and when that contradicts the facts of our offer?<\/p><\/td><\/tr>\n<\/table> \nIndependent directors are legally obligated to act in the best interest of all stockholders \u2013 not remain complicit in decisions that are apparently being pushed by management and destroying value. As directors and named advisors to a public company, your individual reputations are on the line. We continue to believe that an immediate sale of the Company would be in the best interest of all stockholders and provide immediate value that is at risk of further destruction under the current leadership team. We urge you to reevaluate the merits of our proposal and immediately initiate a credible strategic review process, which should be run by an independent committee of the Board and include engagement with us to discuss our proposal in detail.<\/p> \nBecause you continue to act in a manner that, in our view, borders on breaching your fiduciary duty, we have no choice but to proceed with a proxy contest to give stockholders the opportunity to elect three new highly qualified, independent directors who would bring significant biotechnology, capital allocation, M&A and public company governance experience to the boardroom. If elected, Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini plan to advocate for a robust strategic review process aimed at maximizing value for all<\/span> Seer stockholders. We expect stockholders will overwhelmingly vote for change in light of the Company\u2019s abysmal performance, lack of revenue growth and mishandling of our acquisition proposal under the current Board and management team.<\/p> \nSincerely,<\/p> \nBradley L. Radoff and Michael Torok<\/p> \nCERTAIN INFORMATION CONCERNING THE PARTICIPANTS<\/b><\/p> \nBradley L. Radoff and Michael Torok, together with the other participants named herein (collectively, the \u201cRadoff-JEC Group\u201d), have filed 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> \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> \nThe participants in the anticipated proxy solicitation are 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> \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\u00a0<\/p>\n
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\n \u00a0____________________________<\/td>\n<\/tr>\n \n 1 <\/sup>Seer\u2019s April 27, 2026 and May 21, 2026 press releases and 2026 preliminary proxy statement.<\/td>\n<\/tr>\n \n 2<\/sup>\u00a0Bloomberg. 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, Seer\u2019s share price closed at $1.69. One week after the Company reported Q1 2026 earnings on May 13, 2026, Seer\u2019s share price closed at $1.68 on May 20, 2026.<\/td>\n<\/tr>\n \n 3<\/sup>\u00a0Bloomberg. TSR from December 4, 2020 through the unaffected date of April 10, 2026.<\/td>\n<\/tr>\n<\/table>