UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~July~~August 76, 2025

Seer, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39747	82-1153150
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

(Address of principal executive offices, including zip code)

650-453-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last reports)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading Symbol

     Name of each exchange on which registered

     Class A Common Stock, par value $0.00001 per share

     SEER

     The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.0102 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

On ~~July~~August 76, 2025, Seer, Inc. ~~(the~~issued ~~"Company")~~a ~~notified~~press ~~The~~release ~~Nasdaq Stock Market LLC~~ (~~“Nasdaq”) that following~~ the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"), the Company will no longer be in compliance with the Nasdaq Listing Rule 5605(c)(2)(A), which requires that (i) the Audit Committee of the Company's Board of Directors (the “~~Audit~~Press ~~Committee~~Release”) beannouncing composed of at least three members, and (ii) that one member of the Audit Committee has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results infor the ~~individual's~~quarter ~~financial~~ended ~~sophistication,~~June ~~including being or having been a chief executive officer~~30, ~~chief financial officer or other senior officer with financial oversight responsibilities~~2025. ~~The~~A ~~Company~~copy ~~intends~~of ~~to rely on~~ the ~~cure~~Press ~~period~~Release ~~provided~~is byattached ~~the~~as ~~Nasdaq~~Exhibit ~~Listing Rule 5605(c)(4)(B)~~99.1 ~~The~~to ~~Company~~this iscurrent ~~evaluating~~report ~~the~~on ~~appropriate~~Form ~~membership~~8-K and ~~composition~~is ofincorporated ~~its~~by ~~Board~~reference of Directors ("Board") and Board committees and intends to regain compliance with the Nasdaq Listing Rule 5605(c)(2)(A) prior to the expiration of the applicable cure period granted under the Nasdaq Listing Rule 5605(c)(4)(B)herein.

The information under Item 52.0702 ~~Submission~~in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of ~~Matters~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to athe ~~Vote~~liabilities of ~~Security~~that ~~Holders~~section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

OnItem ~~July 7, 2025, the Company held the Annual Meeting~~9.01 ~~Present~~Financial atStatements ~~the meeting in person virtually or by proxy were holders of the Company's Class A~~ and ~~Class B common stock, representing 85,881,548, or approximately 90~~Exhibits.~~16%, of the 95,250,943 eligible votes, constituting a quorum for the transaction of business.~~

The stockholders of the Company voted on the following items at the Annual Meeting:


Exhibit No.		Description
99.1		Press Release dated August 6, 2025.
104		Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

To elect each of Omid Farokhzad, M.D., Meeta Gulyani, Terrance McGuire, Robert Langer, Sc.D., Dipchand (Deep) Nishar, and Nicolas Roelofs, Ph.D. as a director; and

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal One – Election of Directors

Each of the six director nominees were elected to the Board to serve until the 2026 annual meeting of stockholders by the following votes:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Omid Farokhzad, M.D.	68,782,390	912,462	16,186,696
Meeta Gulyani	69,079,404	615,448	16,186,696
Terrance McGuire	59,664,040	10,030,812	16,186,696
Robert Langer, Sc.D.	68,949,736	745,116	16,186,696
Dipchand (Deep) Nishar	63,147,525	6,547,327	16,186,696
Nicolas Roelofs, Ph.D.	63,834,301	5,860,551	16,186,696

Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
85,859,701	4,444	17,403	-

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. Such forward-looking statements are based on the Company’s beliefs and assumptions and on information currently available to it on the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

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: July 8, 2025	By:	/s/ David Horn
Date: August 6, 2025	By:	/s/ David Horn
		David Horn
		President and Chief Financial Officer

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