Seer Appoints Dr. Omid Farokhzad as CEO

TL;DR

Seer CEO Omid Farokhzad takes over as CEO, former CEO Carbone moves to advisor. Big changes at Seer!

AI Summary

Seer, Inc. announced on October 4, 2024, the appointment of Dr. Omid Farokhzad as Chief Executive Officer, effective immediately. Dr. Farokhzad, who has served as Chairman of the Board since 2019, will also continue in his role as Chairman. The company also reported the departure of its former CEO, Dr. Piero Carbone, who will transition to a scientific advisor role.

Why It Matters

This leadership change at Seer, Inc. could signal a strategic shift or renewed focus under a founder's guidance, potentially impacting the company's direction in the life sciences sector.

Risk Assessment

Risk Level: medium — Leadership changes, especially CEO transitions, can introduce uncertainty and affect strategic execution, warranting a medium risk assessment.

Key Players & Entities

• Seer, Inc. (company) — Registrant
• Dr. Omid Farokhzad (person) — Appointed CEO and continues as Chairman
• Dr. Piero Carbone (person) — Departing CEO, transitioning to scientific advisor
• October 4, 2024 (date) — Effective date of CEO appointment and departure
• 2019 (date) — Year Dr. Farokhzad became Chairman

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share SEER The NASDAQ Stock Mar
• $2.00 — n exercise price per share greater than $2.00 (the "Eligible Options"). As part of th
• $2.70 — h original exercise prices ranging from $2.70 to $60.15 per share) and David Horn, th
• $60.15 — l exercise prices ranging from $2.70 to $60.15 per share) and David Horn, the Company'
• $6.89 — price hurdle amount of such awards was $6.89. Such amendment applied to each such pe
• $2.08 — iously had exercise prices ranging from $2.08 to $60.15 per share. Forward-Looking

Filing Documents

• ck0001726445-20241004.htm (8-K) — 51KB
• ck0001726445-ex99_1.htm (EX-99.1) — 9KB
• img54179010_0.jpg (GRAPHIC) — 33KB
• 0000950170-24-112982.txt ( ) — 226KB
• ck0001726445-20241004.xsd (EX-101.SCH) — 30KB
• ck0001726445-20241004_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Repricing of Designated Underwater Options On October 4, 2024 (the "Effective Date"), the Board of Directors (the "Board") of Seer, Inc. (the "Company") approved an option repricing. The repricing generally applied to nonstatutory stock options to purchase shares of the Company's Class A common stock that: (i) were granted to employees under the Company's 2020 Equity Incentive Plan, as amended (the "2020 Plan"), or the Company's 2017 Stock Incentive Plan (together with the 2020 Plan, the "Plans") and applicable award agreements thereunder; (ii) as of the Effective Date, were held by continuing employees; and (iii) had an exercise price per share greater than $2.00 (the "Eligible Options"). As part of the repricing, the Board determined not to make any additional awards in 2025 to executive officers of the Company with the title Senior Vice President and higher. The repriced options include Eligible Options held by each of Omid Farokhzad, the Company's Chief Executive Officer (options to purchase an aggregate of 2,732,470 shares with original exercise prices ranging from $2.70 to $60.15 per share) and David Horn, the Company's President and Chief Financial Officer (options to purchase an aggregate of 1,140,454 shares with original exercise prices ranging from $2.70 to $60.15 per share). The new exercise price for repriced options is $2.00 per share, the closing price of the Company's Class A common stock on the Effective Date. However, if an employee exercises a repriced Eligible Option before the end of the Retention Period (as defined below), such employee will be required to pay a premium exercise price that is equal to the original exercise price per share of such Eligible Option. In addition, certain option awards granted in 2023 with a performance-based vesting condition based on the Company

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act, which are subject to the "safe harbor" created by those sections. Forward-looking statements can be identified by words such as "expects," "projects," "may," "will," "could," "would," "should," "believes," "anticipates," "estimates," "intends," "plans," "potential," "promise" or similar references to future periods. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company's current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond the Company's control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks and uncertainties and other factors are identified and described in more detail in the Company's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent Quarterly Reports on Form 10-Q filed with the SEC. As a result, you should not place undue reliance on any forward-looking statements. Except to the limited extent required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEER, INC. Date: October 4, 2024 By: /s/ David Horn David Horn President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR