Seer Shareholders Reject Poison Pill With Two Bids Unresolved
Contested
Company Background
Seer, Inc. is a Redwood City, California-based proteomics company that sells the Proteograph Product Suite, a platform using engineered nanoparticles to enable large-scale, unbiased protein analysis. The company is pre-profitability, with full-year 2025 revenue of $16.6 million against a net loss of $73.6 million. First-quarter 2026 revenue fell 34% year-over-year to $2.8 million, which management attributed to a depressed academic funding environment and competitive pressures. Cash, cash equivalents, and investments stood at approximately $220 million as of March 31, 2026.
The company has been at the center of a contested control situation since early 2026. Beginning in April, the Radoff-JEC Group — comprising activist investors Bradley L. Radoff and Michael Torok — submitted three successive unsolicited acquisition proposals, all of which the board rejected unanimously. In July, CEO and Chairman Omid Farokhzad submitted his own personal buyout proposal; a Special Committee of independent directors rejected it on July 20, concluding it undervalued the company. The company's dual-class share structure collapsed in December 2025 when all Class B shares automatically converted to one-vote-per-share Class A stock, leaving management without the supervoting protection it previously held.
What Was Disclosed
At the 2026 Annual Meeting of Stockholders on July 28, shareholders voted on four proposals. All seven of the company's director nominees were elected, and shareholders ratified Deloitte & Touche LLP as auditor and approved named executive officer compensation on a non-binding advisory basis. The proposal to ratify the Tax Benefit Preservation Plan — the company's NOL-protection rights plan, commonly referred to as a poison pill — was not approved.