Seer, Inc. — Form 8-K

Omid Farokhzad, Seer's Chair and CEO, submitted an unsolicited non-binding proposal to acquire all outstanding shares at $2.45/share in cash (41% premium to 30-day VWAP as of June 30, 2026) plus two tiered CVRs: a Revenue-Linked CVR up to $0.25/share tied to 2031 revenue milestones ($50M–$70M+), and a Sale-Linked CVR up to $2.91/share tied to a future sale/strategic transaction within 5 years (tiered from $100M to $1.2B+ Transaction Value). The proposal matches the concurrent Radoff-JEC offer's cash price but adds two separate upside instruments; total potential value is 222% premium if all CVRs pay. Board has established a Special Committee of independent directors with financial advisors (Perella Weinberg) and legal counsel (Wilson Sonsini) to evaluate. Transaction is not subject to financing contingency but requires majority-of-the-minority shareholder approval and customary regulatory clearances.