Dear Members of the Board,
As you are aware, Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the "Radoff-JEC Group" or "we") are significant stockholders of Seer, Inc. ("Seer" or the "Company"), collectively owning approximately 7.6% of the Company's outstanding shares.
On April 13, 2026, we submitted a fully financed proposal that we believe provides stockholders with downside protection from continued poor business performance and a path to full value by way of a contingent value right ("CVR"). While the Board of Directors (the "Board") and its advisors were able to hastily enact a seemingly unlawful poison pill within days of our initial Schedule 13D filing,1 it has now been two weeks and the Board has still not even contacted us regarding our acquisition proposal.
Our view remains straightforward: Seer has failed as a public company in every way under the current leadership team, including a share price decline of over 90% since its IPO,2 cumulative reported losses exceeding $465 million3 and virtually no revenue growth. Seer's complete failure has occurred while numerous industry participants have succeeded: Olink (acquired by Thermo Fisher), PreOmics and Biognosys (acquired by Bruker), Akoya Biosciences (acquired by Quanterix) and Somalogic (acquired by Illumina). Just last week, Alamar Biosciences had a successful initial public offering that valued the company at over $1.5 billion.4 While Board Chair and CEO Omid Farokzhad, M.D. has consistently blamed Seer's lack of revenue growth over the past half-decade on macroeconomic headwinds and other factors outside of the Company's control, it is notable that Alamar Biosciences' revenue grew from $25.1 million in 2024 to $74.2 million in 2025.5
Based on numerous conversations we have had with industry participants, we do not believe Seer will succeed as an independent publicly traded company. This view is supported by Seer's consistent lack of revenue growth, astronomical operating losses, forward-looking guidance of more of the same dismal results, and the increasing competitive and other pressures from successful, growing companies in its industry. A comparison between Alamar Biosciences and Seer further validates that conclusion – Alamar Biosciences raised and invested less money than Seer while it grew from zero revenue to a 2026 run-rate that exceeds $100 million per year. During that time, Seer burned over $200 million in cash to increase revenue from $15.5 million in 2022 to a mere $16.6 million in 2025.
We continue to believe that although Seer has destroyed tremendous stockholder value to date, it is not too late to salvage value from its assets, capabilities and intellectual property. With that in mind, we are pleased to submit this improved, non-binding proposal to Seer's Board to acquire 100% of the equity of the Company for $2.35 per share in cash, which represents a 39% premium to the unaffected closing price on April 10, 2026, plus a CVR representing the right for stockholders to receive 80% of the net proceeds received from any license, sale, or other disposition of Seer's business and assets, including PrognomiQ.
Our proposal is subject to limited confirmatory due diligence and based on the availability of at least $215 million of net cash and cash equivalents at closing. We remain 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. Additionally, we are prepared to invest $10 million in the Company. We are ready to move forward and close expeditiously – our proposal is not subject to any financing conditions.
Baker 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 May 18, 2026. We expect that the Board will promptly meet with us and seriously consider our improved proposal in accordance with its fiduciary duties. We look forward to receiving a response regarding the Board's willingness and availability to discuss our improved proposal no later than 5:00pm ET on May 2, 2026, at which point our offer will expire.
Sincerely,
Bradley L. Radoff and Michael Torok
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