Seer, Inc. 8-K

What Happened

• On March 13, 2026, Seer, Inc. entered into Amendment No. 1 to its Tax Benefit Preservation Plan with Computershare Trust Company, N.A., as rights agent. The Amendment clarifies the Plan’s definition of “Beneficial Ownership” and its interaction with Treasury Regulation §1.382-3(a)(1).
• The amendment responds to an amended complaint filed March 3, 2026 in the Delaware Court of Chancery (Taylor v. Farokhzad, C.A. No. 2025-1232-PAF) challenging aspects of the Plan’s “Beneficial Ownership” definition. Seer says the allegations lack merit but agreed to amend the Plan to avoid litigation costs.

Key Details

• Amendment No. 1 dated March 13, 2026 clarifies "Beneficial Ownership" and how it relates to Treasury Reg. §1.382-3(a)(1).
• Delaware action: Taylor v. Farokhzad, C.A. No. 2025-1232-PAF; amended complaint filed March 3, 2026.
• Seer agreed to pay a $250,000 mootness fee to plaintiff’s counsel; this payment will fully satisfy any claims for attorneys’ fees, costs, and expenses related to the Delaware Action.
• The Amendment is filed as Exhibit 4.1 to the Form 8-K.

Why It Matters

• The change clarifies how the company defines “Beneficial Ownership,” which is relevant to how ownership changes are treated under Section 382 of the Internal Revenue Code and could affect the preservation of tax attributes in certain transactions.
• By amending the Plan and paying a $250,000 mootness fee, Seer avoided continued litigation risk and legal costs; the fee is a discrete, disclosed cash item that resolves the dispute over the Plan’s language.
• Investors should note this is a legal and corporate-governance action rather than an operational or financial-results update; the filing does not report changes to earnings or executive leadership.