PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the company's unaudited condensed consolidated financial statements and related notes, detailing financial position, performance, and cash flows Condensed Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Cash and cash equivalents | $37,931 | $40,753 | $(2,822) | -6.9% | | Short-term investments | $171,895 | $195,657 | $(23,762) | -12.1% | | Total current assets | $225,638 | $253,323 | $(27,685) | -10.9% | | Total assets | $322,487 | $366,597 | $(44,110) | -12.0% | | Total current liabilities | $11,785 | $15,328 | $(3,543) | -23.1% | | Total liabilities | $34,195 | $39,028 | $(4,833) | -12.4% | | Total stockholders' equity | $288,292 | $327,569 | $(39,277) | -12.0% | Condensed Consolidated Statements of Operations and Comprehensive Loss This section details the company's revenues, expenses, and net loss over specific reporting periods Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Product Revenue | $2,726 | $1,761 | $965 | 55% | | Service Revenue | $797 | $682 | $115 | 17% | | Related Party Revenue | $409 | $583 | $(174) | -30% | | Other Revenue | $119 | $46 | $73 | 159% | | Total Revenue | $4,051 | $3,072 | $979 | 32% | | Gross Profit | $2,111 | $1,731 | $380 | 22% | | Research and Development | $11,985 | $12,734 | $(749) | -6% | | Selling, General and Administrative | $10,656 | $16,093 | $(5,437) | -34% | | Loss from Operations | $(20,530) | $(27,096) | $6,566 | -24% | | Interest Income | $2,992 | $4,433 | $(1,441) | -33% | | Loss on Equity Method Investment | $(1,841) | $0 | $(1,841) | 100% | | Net Loss | $(19,424) | $(22,850) | $3,426 | -15% | | Net Loss Per Share (Basic & Diluted) | $(0.33) | $(0.35) | $0.02 | -5.7% | Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------ | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Product Revenue | $5,616 | $3,429 | $2,187 | 64% | | Service Revenue | $2,000 | $1,090 | $910 | 83% | | Related Party Revenue | $461 | $1,537 | $(1,076) | -70% | | Other Revenue | $179 | $82 | $97 | 118% | | Total Revenue | $8,256 | $6,138 | $2,118 | 35% | | Gross Profit | $4,172 | $3,092 | $1,080 | 35% | | Research and Development | $23,335 | $24,999 | $(1,664) | -7% | | Selling, General and Administrative | $22,098 | $30,381 | $(8,283) | -27% | | Loss from Operations | $(41,261) | $(52,288) | $11,027 | -21% | | Interest Income | $6,209 | $9,019 | $(2,810) | -31% | | Loss on Equity Method Investment | $(3,416) | $0 | $(3,416) | 100% | | Net Loss | $(39,372) | $(43,529) | $4,157 | -10% | | Net Loss Per Share (Basic & Diluted) | $(0.67) | $(0.67) | $0.00 | 0% | Condensed Consolidated Statements of Changes in Stockholders' Equity This section outlines changes in the company's equity accounts, including net loss and share transactions Changes in Stockholders' Equity (in thousands) | Metric | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :------------------------------------ | :---------------- | :------------- | :------------ | | Balance at Period Start | $327,569 | $311,006 | $311,006 | | Net Loss | $(19,948) | $(19,424) | $(19,424) | | Share Repurchases (Class A common stock) | N/A | $(675) | $(7,453) | | Stock-based Compensation | N/A | $4,718 | $3,927 | | Total Stockholders' Equity at Period End | N/A | $311,006 | $288,292 | Condensed Consolidated Statements of Cash Flows This section presents the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :------------------------------------------ | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Net cash used in operating activities | $(26,075) | $(20,525) | $(5,550) | 27.0% | | Net cash provided by investing activities | $31,974 | $23,573 | $8,401 | 35.6% | | Net cash used in financing activities | $(8,721) | $(3,600) | $(5,121) | 142.3% | | Net decrease in cash, cash equivalents and restricted cash | $(2,822) | $(552) | $(2,270) | 411.2% | | Cash, cash equivalents and restricted cash, end of period | $38,455 | $32,471 | $5,984 | 18.4% | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS This note describes the company's business, mission, and financial viability, including accumulated losses and capital resources - Seer, Inc. is a life sciences company focused on capturing deep molecular insights from the proteome to enable novel insights and breakthroughs in the understanding of biology and disease30 - The company has incurred significant losses and negative cash flows from operations since inception, with an accumulated deficit of $431.7 million as of June 30, 202531 - As of June 30, 2025, the company had cash and cash equivalents and investments of $263.3 million, which management believes provides sufficient capital resources for at least twelve months31 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION This note outlines the accounting principles used in preparing the financial statements and discusses recent pronouncements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial reporting and include the accounts of Seer, Inc. and its wholly-owned subsidiaries3233 - There have been no material changes to the significant accounting policies as of and for the three and six months ended June 30, 2025, compared to the Annual Report on Form 10-K for the fiscal year ended December 31, 202439 - The company is evaluating the impact of the newly enacted One Big Beautiful Bill Act (OBBBA) and new accounting pronouncements ASU No. 2023-09 (Improvements to Income Tax Disclosures) and ASU No. 2024-03 (Income statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures)404445 Note 3. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS This note details the fair value hierarchy and measurements for the company's financial assets and liabilities Fair Value of Financial Assets (in thousands) | Asset Category | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | | :----------------------- | :------------------------- | :------------------------- | | Money market funds | $34,697 | $36,097 | | Corporate debt securities (Cash equivalents) | $1,608 | N/A | | Commercial paper (Cash equivalents) | N/A | $4,191 | | Total Cash Equivalents | $36,305 | $40,288 | | U.S. Treasury securities | $112,210 | $150,116 | | Commercial paper (Investments) | $15,648 | $12,239 | | Corporate debt securities (Investments) | $97,463 | $96,405 | | Total Investments | $225,321 | $258,760 | | Total assets measured at fair value | $261,626 | $299,048 | - Unrealized losses on available-for-sale investments are not attributable to credit risk and are considered temporary, with the company believing investments in an unrealized loss position will be held until maturity or recovery of amortized cost basis53 Note 4. OTHER FINANCIAL STATEMENT INFORMATION This note provides additional details on inventory, property and equipment, and accrued expenses Inventory (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Raw materials | $3,345 | $3,164 | | Work-in-progress | $117 | $76 | | Finished goods | $4,050 | $4,196 | | Total inventory | $7,512 | $7,436 | Property and Equipment, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Laboratory equipment | $28,023 | $28,723 | | Computer equipment and software | $2,291 | $1,984 | | Furniture and fixtures | $681 | $681 | | Leasehold improvements | $3,597 | $3,577 | | Construction-in-progress | $717 | $424 | | Property and equipment | $35,309 | $35,389 | | Less: accumulated depreciation and amortization | $(18,813) | $(16,814) | | Total property and equipment, net | $16,496 | $18,575 | Accrued Expenses (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Accrued compensation | $4,534 | $5,972 | | Accrued professional services | $577 | $320 | | Accrued taxes | $305 | $471 | | Other | $690 | $1,174 | | Total accrued expenses | $6,106 | $7,937 | Note 5. REVENUE AND DEFERRED REVENUE This note describes the company's revenue streams, recognition policies, and deferred revenue activities - Product revenue consists of instruments with embedded software and consumables; service revenue is from proteomic data generation and analysis; related party revenue is from product sales and services for related parties; other revenue includes shipping and lease arrangements59 Deferred Revenue Activities (in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------------- | :--------------------------- | :--------------------------- | | Deferred revenue, current and noncurrent, beginning of period | $456 | $270 | | Additions | $441 | $244 | | Revenue recognized | $(337) | $(282) | | Deferred revenue, current and noncurrent, end of period | $560 | $232 | - As of June 30, 2025, the company had $0.6 million of remaining performance obligations, with 94% expected to be recognized within twelve months60 Note 6. CAPITAL STOCK AND STOCKHOLDERS' EQUITY This note details the company's authorized capital stock, share repurchase programs, and equity structure - The company is authorized to issue 105,000,000 shares of capital stock, including 94,000,000 shares of Class A common stock (one vote per share) and 6,000,000 shares of Class B common stock (ten votes per share)6263 - Class B common stock will automatically convert into Class A common stock on December 9, 202563 Share Repurchase Activity (Three Months Ended June 30, in thousands except per share data) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Number of shares repurchased | 3,874,486 | 2,029,429 | | Total cost | $7,453 | $3,747 | | Average per share cost | $1.92 | $1.84 | - As of June 30, 2025, $5.1 million remains available under the current authorization for additional share repurchases66 Note 7. EQUITY INCENTIVE PLANS This note provides information on stock option and restricted stock unit activity and related compensation expenses - As of June 30, 2025, 17,785,881 shares of Class A common stock are reserved for issuance under the 2020 Equity Incentive Plan, with 3,264,963 shares available for future awards67 Stock Option Activity (Six Months Ended June 30, 2025) | Metric | Options Outstanding | Weighted-Average Exercise Price | | :-------------------------- | :------------------ | :------------------------------ | | Balance at December 31, 2024 | 13,198,232 | $2.86 | | Options granted | 692,350 | $2.20 | | Options exercised | (11,050) | $2.08 | | Options forfeited | (398,800) | $5.26 | | Balance at June 30, 2025 | 13,480,732 | $2.84 | | Vested and exercisable, June 30, 2025 | 8,143,933 | $3.31 | Restricted Stock Unit Activity (Six Months Ended June 30, 2025) | Metric | Number of Shares | Weighted-Average Grant Date Fair Value | | :-------------------------- | :--------------- | :------------------------------------- | | Balance at December 31, 2024 | 4,450,441 | $4.26 | | Granted | 1,145,150 | $2.31 | | Vested | (1,656,063) | $5.77 | | Forfeited | (231,375) | $2.74 | | Balance at June 30, 2025 | 3,708,153 | $3.07 | Stock-Based Compensation (in thousands) | Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Cost of revenue | $131 | $389 | $258 | $787 | | Research and development | $1,660 | $2,115 | $3,449 | $4,254 | | Selling, general and administrative | $2,081 | $5,161 | $4,828 | $10,204 | | Total stock-based compensation | $3,872 | $7,665 | $8,535 | $15,245 | Note 8. LEASES This note outlines the company's lease arrangements, associated costs, and future minimum lease commitments - The company leases approximately 51,000 square feet of office and laboratory space in Redwood City, California, with a lease term ending in September 203273 - A lease for approximately 3,500 square feet of office space in San Diego, California, expired in July 2025 and was not renewed73 Total Lease Costs (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease costs | $959 | $1,038 | $1,918 | $2,076 | | Variable lease costs | $243 | $289 | $464 | $463 | | Short-term lease costs | $48 | $9 | $96 | $12 | | Total lease costs | $1,250 | $1,336 | $2,478 | $2,551 | Future Minimum Lease Commitments (in thousands) | Years ending December 31, | Amount | | :------------------------ | :----- | | 2025 (remaining six months) | $1,929 | | 2026 | $3,957 | | 2027 | $4,072 | | 2028 | $4,191 | | 2029 | $4,312 | | Thereafter | $12,562 | | Total undiscounted future minimum lease payments | $31,023 | Note 9. COMMITMENTS AND CONTINGENCIES This note discloses outstanding purchase commitments and the absence of material legal proceedings or indemnification claims - Outstanding purchase commitments amounted to $1.3 million as of June 30, 2025, a decrease from $4.5 million as of December 31, 202478 - The company is not currently a party to any material legal proceedings80 - As of June 30, 2025, and December 31, 2024, the company does not have any material indemnification claims that were probable or reasonably possible and has not recorded related liabilities79 Note 10. RELATED PARTY TRANSACTIONS This note details transactions and investments involving related parties, including revenue and receivables - PrognomiQ, Inc. is a related party, and as of June 30, 2025, the company recorded $0.4 million in related party receivables82 Related Party Revenue (in thousands) | Period | 2025 | 2024 | Change (Absolute) | Change (%) | | :--------------------------- | :----- | :----- | :---------------- | :--------- | | Three Months Ended June 30, | $409 | $583 | $(174) | -30% | | Six Months Ended June 30, | $461 | $1,537 | $(1,076) | -70% | - The company purchased $10.0 million of PrognomiQ's Series D Preferred Stock on August 12, 2024, and made an additional $1.9 million investment in the same series on July 31, 202583 Note 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS This note presents the calculation of basic and diluted net loss per share and discusses anti-dilutive securities Net Loss Per Share (Basic and Diluted) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss per share (basic and diluted) | $(0.33) | $(0.35) | $(0.67) | $(0.67) | | Weighted-average shares | 58,087,565 | 64,576,399 | 58,744,490 | 64,581,228 | - Potentially dilutive securities (Class A common stock options, restricted stock units, estimated ESPP shares) were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive85 Note 12. SEGMENT REPORTING This note confirms the company operates as a single segment and provides a breakdown of revenue and expenses - The company operates as a single segment87 Segment Net Loss and Expenses (in thousands) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :-------------------------- | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Revenue | $8,256 | $6,138 | $2,118 | 35% | | Gross profit | $4,172 | $3,092 | $1,080 | 35% | | Compensation expenses | $18,762 | $19,124 | $(362) | -1.9% | | Stock-based compensation | $8,535 | $15,244 | $(6,709) | -44.0% | | Professional expenses | $6,170 | $8,003 | $(1,833) | -22.9% | | Total operating expenses | $45,433 | $55,380 | $(9,947) | -18.0% | | Net loss | $(39,372) | $(43,529) | $4,157 | -9.5% | - As of June 30, 2025, long-lived assets were primarily located in the United States87 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, operational results, and future outlook, focusing on commercialization, liquidity, and accounting policies Overview This section provides a high-level summary of the company's mission, product strategy, and overall financial performance - Seer, Inc.'s mission is to imagine and pioneer new ways to decode the biology of the proteome to improve human health, leveraging its Proteograph Product Suite and proprietary engineered nanoparticle (NP) technology89 - In May 2025, the company launched the new Proteograph Product Suite, featuring Proteograph ONE Assay and SP200 Automation Instrument, aiming to significantly improve the scalability, reproducibility, and affordability of deep proteomic analysis91 - The commercial strategy focuses on growing adoption, expanding the installed base, increasing utilization of consumables, and growing the service offering through the Seer Technology Access Center (STAC)92 - For the six months ended June 30, 2025, the company incurred a net loss of $39.4 million and used $26.1 million of cash in operations, with an accumulated deficit of $431.7 million as of June 30, 202596 Components of Results of Operations This section describes the various revenue and expense categories that constitute the company's financial results - Revenue streams include product (instruments, consumables), service (proteomic data generation/analysis), related party, and other (shipping, lease arrangements), with a primary domestic focus and planned international expansion98 - Cost of revenue comprises costs of Proteograph Product Suite components (instruments, consumables), service costs, distribution expenses, employee compensation (including stock-based), capitalized internal-use software amortization, and allocated overhead99 - Research and development (R&D) expenses include employee compensation, lab supplies, consulting, and allocated costs for technology and product candidate development100 - Selling, general and administrative (SG&A) expenses cover employee compensation for executive, sales, marketing, customer support, finance, HR, legal functions, allocated costs, professional service fees, and other general overhead101 - Other income (expense) primarily consists of interest income, asset disposals, foreign currency transactions, and loss on equity method investment102 Results of Operations This section analyzes the company's financial performance, detailing revenue and expense changes over specific periods Comparisons of the Three Months Ended June 30, 2025 and 2024 This section compares the company's financial performance for the three-month periods ended June 30, 2025 and 2024 Revenue (Three Months Ended June 30, in thousands) | Category | 2025 | 2024 | Change (Amount) | Change (%) | | :--------------- | :----- | :----- | :-------------- | :--------- | | Product | $2,726 | $1,761 | $965 | 55% | | Service | $797 | $682 | $115 | 17% | | Related party | $409 | $583 | $(174) | -30% | | Other | $119 | $46 | $73 | 159% | | Total revenue | $4,051 | $3,072 | $979 | 32% | - Gross profit increased by $0.38 million, or 22%, to $2.11 million for the three months ended June 30, 2025, compared to the same period in 2024104 Operating Expenses (Three Months Ended June 30, in thousands) | Category | 2025 | 2024 | Change (Amount) | Change (%) | | :------------------------------------ | :----- | :----- | :-------------- | :--------- | | Research and development | $11,985 | $12,734 | $(749) | -6% | | Selling, general and administrative | $10,656 | $16,093 | $(5,437) | -34% | | Total operating expenses | $22,641 | $28,827 | $(6,186) | -21% | - Net loss decreased by $3.43 million, or 15%, to $(19.42) million for the three months ended June 30, 2025, compared to $(22.85) million in the prior year104 - Total other income decreased by $3.09 million, or 73%, primarily due to a loss on equity method investment and lower interest income110 Comparisons of the Six Months Ended June 30, 2025 and 2024 This section compares the company's financial performance for the six-month periods ended June 30, 2025 and 2024 Revenue (Six Months Ended June 30, in thousands) | Category | 2025 | 2024 | Change (Amount) | Change (%) | | :--------------- | :----- | :----- | :-------------- | :--------- | | Product | $5,616 | $3,429 | $2,187 | 64% | | Service | $2,000 | $1,090 | $910 | 83% | | Related party | $461 | $1,537 | $(1,076) | -70% | | Other | $179 | $82 | $97 | 118% | | Total revenue | $8,256 | $6,138 | $2,118 | 35% | - Gross profit increased by $1.08 million, or 35%, to $4.17 million for the six months ended June 30, 2025, compared to the same period in 2024112 Operating Expenses (Six Months Ended June 30, in thousands) | Category | 2025 | 2024 | Change (Amount) | Change (%) | | :------------------------------------ | :----- | :----- | :-------------- | :--------- | | Research and development | $23,335 | $24,999 | $(1,664) | -7% | | Selling, general and administrative | $22,098 | $30,381 | $(8,283) | -27% | | Total operating expenses | $45,433 | $55,380 | $(9,947) | -18% | - Net loss decreased by $4.16 million, or 10%, to $(39.37) million for the six months ended June 30, 2025, compared to $(43.53) million in the prior year112 - Total other income decreased by $6.72 million, or 77%, primarily due to a loss on equity method investment and lower interest income117 Liquidity and Capital Resources This section discusses the company's ability to meet short-term obligations and its sources of funding - The company has incurred significant operating losses and negative cash flows from operations since inception, primarily funded through the sale and issuance of equity securities119 - As of June 30, 2025, cash, cash equivalents, and investments totaled $263.3 million, which management believes provides sufficient capital resources for at least twelve months119 - Future capital requirements depend on revenue growth, commercialization efforts, strategic investments, R&D programs, and capital expenditures123 - The company may consider raising additional capital through equity, convertible debt securities, credit facilities, or other debt financing to expand its business or pursue strategic opportunities119212 Cash Flows This section provides a detailed breakdown of cash generated and used across operating, investing, and financing activities Summary of Cash Flows (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change (Absolute) | Change (%) | | :------------------------------------------ | :--------- | :--------- | :---------------- | :--------- | | Net cash used in operating activities | $(26,075) | $(20,525) | $(5,550) | 27.0% | | Net cash provided by investing activities | $31,974 | $23,573 | $8,401 | 35.6% | | Net cash used in financing activities | $(8,721) | $(3,600) | $(5,121) | 142.3% | | Net decrease in cash, cash equivalents and restricted cash | $(2,822) | $(552) | $(2,270) | 411.2% | Operating Activities This section details cash flows generated or used from the company's primary business operations - Cash used in operating activities was $26.1 million for the six months ended June 30, 2025, an increase from $20.5 million in the prior year126127 - This was primarily attributable to a net loss of $39.4 million and a $3.5 million net change in operating assets and liabilities, partially offset by $16.8 million in non-cash charges (e.g., stock-based compensation, loss on equity method investment, depreciation)126 Investing Activities This section outlines cash flows related to the purchase and sale of long-term assets and investments - Cash provided by investing activities was $32.0 million for the six months ended June 30, 2025, compared to $23.6 million in the prior year128129 - This was mainly due to $133.0 million in proceeds from maturities of available-for-sale securities, offset by $100.2 million in purchases of available-for-sale securities and $1.2 million in property and equipment purchases128 Financing Activities This section describes cash flows from debt, equity, and dividend transactions affecting the company's capital structure - Cash used in financing activities was $8.7 million for the six months ended June 30, 2025, compared to $3.6 million in the prior year130131 - This was primarily attributable to $8.1 million in Class A common stock repurchases and $0.8 million in taxes paid related to net settlement of restricted stock units130 Critical Accounting Policies, Significant Judgments and Use of Estimates This section highlights key accounting policies requiring significant management judgment and estimates - The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect reported amounts, based on historical experience and other reasonable factors133 - There have been no significant changes in critical accounting policies and estimates compared to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024134 Recent Accounting Pronouncements This section discusses the impact and adoption of new accounting standards on the company's financial reporting - Refer to Note 2 of the unaudited condensed consolidated financial statements for information about recent accounting pronouncements, their adoption timing, and the company's assessment of their potential impact135 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes in the company's market risk during the three and six months ended June 30, 2025, compared to the disclosures in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in the company's market risk during the three and six months ended June 30, 2025, compared to the disclosures in Part II, Item 7A of its Annual Report on Form 10-K for the year ended December 31, 2024136 Item 4. Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures, acknowledging their inherent limitations, and confirms that there have been no material changes in internal control over financial reporting during the quarter Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of the reporting date - As of June 30, 2025, management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective in providing reasonable assurance that information required for SEC filings is recorded, processed, summarized, and reported timely137 Inherent Limitations on Effectiveness of Controls This section acknowledges that internal controls provide reasonable, not absolute, assurance due to inherent limitations - Management acknowledges that disclosure controls and procedures or internal control over financial reporting can provide only reasonable, not absolute, assurance due to inherent limitations138 - These limitations include resource constraints, faulty judgments, simple errors, circumvention by individual acts or collusion, and management override138 Changes in Internal Control over Financial Reporting This section confirms no material changes in internal control over financial reporting during the quarter - There have been no changes in the company's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting139 PART II. OTHER INFORMATION This section provides additional information beyond financial statements, including legal proceedings, risk factors, and other disclosures Item 1. Legal Proceedings This section states that the company is not currently involved in any material legal proceedings, but acknowledges that future involvement in legal actions could negatively impact its business and divert management's attention - The company is not currently a party to any material legal proceedings14280 - Future involvement in legal proceedings or investigations could adversely impact the company's reputation, business, financial condition, and divert management's attention142 Item 1A. Risk Factors This section details significant risks to the company's business, financial performance, regulatory compliance, intellectual property, and stock ownership Summary Risk Factor This section provides a concise overview of the primary risks, including operating losses and market acceptance challenges - The company is an early-stage life sciences technology company with a history of net losses, which are expected to continue, and may not achieve or sustain profitability144145 - Commercialization success depends on broad scientific and market acceptance of the Proteograph Product Suite, which the company may fail to achieve144158 - Operating results may fluctuate significantly, making future performance difficult to predict and potentially causing results to fall below expectations144149 Risks Related to Our Business and Industry This section outlines risks inherent to the company's operations, market, competition, and commercialization efforts - The company has incurred significant losses since its formation in 2017, with an accumulated deficit of $431.7 million as of June 30, 2025, and expects to continue incurring losses145 - A limited operating history makes it difficult to evaluate the current business and predict future performance, with potential for unforeseen expenses, difficulties, and delays during the transition to broad commercialization146147 - Quarterly and annual operating results may fluctuate significantly due to factors such as commercialization success, market demand, sales cycle length, and global economic conditions, making future results difficult to predict149152 - The market for proteomics technologies is evolving, and the estimated addressable market for the Proteograph Product Suite may be smaller or develop slower than expected, limiting sales ability153154 - Commercialization success depends on broad scientific and market acceptance, influenced by key opinion leaders, product performance, ease of use, pricing, and competition158159160 - The company relies on a single contract manufacturer (Hamilton Company) for instruments and limited or sole suppliers for certain components, posing risks of supply interruptions, increased costs, and delays183186 - Products could have defects or errors, leading to claims, adverse market adoption, damage to reputation, increased warranty costs, and potential recalls193195 - International business exposes the company to various risks, including compliance with foreign regulatory requirements (e.g., GDPR, anti-corruption laws), trade restrictions, and difficulties in enforcing agreements and collecting receivables200204 - The life sciences technology market is highly competitive, with larger, more established competitors possessing greater financial and human resources, broader product lines, and more established distribution networks208209 - The company may need to raise additional capital to fund commercialization, R&D, and new product development, which could result in dilution to stockholders or restrictive terms from debt securities212216 - Investments in early-stage companies, such as PrognomiQ, carry risks including the inability to realize potential benefits, the related party pursuing different business models, or needing additional funding221222223 Risks Related to Financial Reporting This section addresses risks associated with internal controls, financial reporting accuracy, and evolving accounting standards - As a public company, Seer is required to evaluate the effectiveness of its internal control over financial reporting under Section 404(a) of the Sarbanes-Oxley Act224 - Failure to maintain effective internal controls could lead to inaccurate and untimely financial reporting, loss of investor confidence, increased costs, regulatory scrutiny, and potential delisting from Nasdaq226227228 - Changes in, or evolving interpretations of, financial accounting rules, regulations, standards, or practices could result in unfavorable accounting changes, restatements, or adverse, unexpected fluctuations in operating results232 Risks Related to Regulatory Compliance This section details risks concerning product classification, FDA regulation, and the evolving regulatory landscape for diagnostics - The company's products are labeled, promoted, and sold as research use only (RUO) and are not designed or intended for diagnostic procedures, clinical diagnostic tests, or as medical devices233 - If the company elects to market its products as clinical diagnostics or medical devices, it would be required to obtain prior FDA 510(k) clearance or premarket approval, which is expensive, time-consuming, and uncertain233235 - Even if not marketed for diagnostic purposes, products could become subject to FDA regulation if customers use RUO products in Laboratory Developed Tests (LDTs) for clinical diagnostic use, or if regulatory interpretations change240 - Legislative and administrative proposals (e.g., VALID Act) and recent court decisions (e.g., vacating LDT final rule, overruling Chevron doctrine) create significant uncertainty regarding FDA oversight of LDTs, potentially impacting the business241 Risks Related to our Intellectual Property This section covers risks related to obtaining, maintaining, and enforcing intellectual property rights and potential infringement claims - The company relies on patent, trademark, copyright, trade secret, and other intellectual property rights protection and contractual restrictions, but these provide limited protection and may not adequately protect its rights or competitive advantage246 - Failure to obtain, maintain, enforce, and protect intellectual property could allow competitors to develop similar products, impairing the company's ability to successfully commercialize its products245247 - The U.S. law relating to the patentability of certain inventions in the life sciences technology industry is uncertain and rapidly changing, potentially diminishing the value of existing patents or the ability to obtain future patents252253254255 - Protecting intellectual property rights throughout the world is expensive and challenging, with laws in some foreign countries offering less extensive protection, making enforcement difficult256257260 - The company may become involved in lawsuits to defend against third-party claims of infringement or to protect its intellectual property, which could be expensive, time-consuming, unsuccessful, and prevent or delay commercialization efforts278279284 - The company relies on a license from a third party (BWH) for certain technologies; loss of this license or failure to comply with its obligations could result in the loss of significant rights and harm the ability to develop and commercialize products290293 - Products contain third-party open source software components, and failure to comply with underlying licenses could restrict the ability to sell products, service customers, or require disclosure of proprietary software301302 Risks Related to Ownership of Our Class A Common Stock This section discusses risks affecting the trading market, stock price volatility, and corporate governance related to common stock ownership - An active trading market for the company's Class A common stock may not be sustained, potentially leading to difficulty in selling shares and a decline in market price305 - Failure to maintain compliance with the listing requirements of the Nasdaq Global Select Market could result in delisting, negatively impacting liquidity and the ability to access capital markets306307 - The market price of Class A common stock has been and may continue to be volatile due to factors such as operating results, competitive developments, and general market conditions308309 - The multi-class structure of common stock (Class A: 1 vote, Class B: 10 votes) concentrates voting control with certain stockholders, potentially depressing the trading price of Class A common stock and limiting stockholder influence311312313 - Sales of a substantial number of shares of Class A common stock by existing stockholders could cause the price of the stock to decline315 - The company has not paid dividends in the past and does not expect to in the future, meaning any return on investment may be limited to the value of the stock321 - Exclusive forum provisions in the amended and restated bylaws designate Delaware courts and federal district courts as exclusive forums for certain disputes, potentially limiting stockholders' ability to choose the judicial forum322323325 - Delaware law and provisions in the company's organizational documents might discourage, delay, or prevent a change in control or changes in management326327 - The ability to use net operating losses (NOLs) to offset future taxable income may be subject to certain limitations (e.g., Section 382 of the Internal Revenue Code, state tax laws), potentially increasing and accelerating tax liability329 General Risks This section covers broad operational risks, including public company costs, ESG matters, and cybersecurity threats - Operating as a public company incurs significant increased costs and demands on management resources for legal, accounting, compliance, and insurance expenses331332 - Environmental, social, and governance (ESG) matters are subject to evolving expectations from stakeholders and may expose the company to reputational, cost, and other risks333 - The company's facilities and those of its third-party manufacturers are vulnerable to natural disasters, public health crises, and catastrophic events, which could adversely impact research and development, commercialization, and manufacturing334335 - Significant disruptions in information technology systems or breaches of data security could adversely affect the business, damage reputation, lead to litigation, and incur significant liability and costs338339341 - The company is subject to evolving international and U.S. federal and state laws and regulations (e.g., CCPA, CPRA, HIPAA) imposing obligations on how it collects, stores, and processes personal information, with non-compliance potentially harming business and incurring significant penalties345346347348 Item 2. Unregistered Sales of Equity Securities This section confirms that there were no unregistered sales of equity securities during the reporting period and provides details on the company's Class A common stock repurchase activities - There were no unregistered sales of equity securities during the period covered by this report350 Issuer Purchases of Equity Securities This section details the company's Class A common stock repurchase activities during the reporting period Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs | | :----------------- | :----------------------------- | :--------------------------- | :---------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------- | | April 1 - April 30 | 506,139 | $1.83 | 506,139 | $11,653 | | May 1 - May 31 | 3,284,871 | $1.93 | 3,284,871 | $5,314 | | June 1 - June 30 | 83,476 | $1.99 | 83,476 | $5,148 | | Total | 3,874,486 | $1.92 | 3,874,486 | N/A | - All shares of common stock repurchased were retired upon repurchase351 Item 3. Defaults Upon Senior Securities This item is not applicable to the company for the reporting period, indicating no defaults upon senior securities - This item is not applicable to the company for the reporting period352 Item 4. Mine Safety Disclosure This item is not applicable to the company for the reporting period, indicating no mine safety disclosures are required - This item is not applicable to the company for the reporting period353 Item 5. Other Information This section states that no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the last fiscal quarter - During the last fiscal quarter, no directors or officers adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"354 Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including various certifications from executive officers and Inline XBRL documents for financial data - The exhibits include certifications from the Principal Executive Officer (31.1, 32.1) and Principal Financial Officer (31.2, 32.2) pursuant to the Securities Exchange Act of 1934 and Sarbanes-Oxley Act of 2002357 - Inline XBRL Instance Document, Taxonomy Extension Schema Document, and Cover Page Interactive Data File are included as exhibits357 Signatures This section contains the official signatures for the Quarterly Report on Form 10-Q, confirming its submission on behalf of SEER, INC. by its Chief Executive Officer and President and Chief Financial Officer - The report was duly signed on August 6, 2025, by Omid Farokhzad, M.D., Chief Executive Officer and Chair of the Board of Directors, and David R. Horn, President and Chief Financial Officer361
Seer(SEER) - 2025 Q2 - Quarterly Report