Table of Contents As filed with the Securities and Exchange Commission on March 27, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER Delaware 3826 36-4899036 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 47071 Bayside Parkway Fremont, California 94538 (510) 626-9888 (Address, including zip code, and telephone number, including area code, of registrant's principal execut ...

Core Insights - Nautilus Biotechnology, Inc. has appointed Amber Faust as Vice President of Sales to enhance the commercial progress of its Voyager Platform, which focuses on single-molecule proteome analysis [3][5][6] Company Developments - The Voyager Platform has recently been launched, featuring Iterative Mapping technology that allows for single-molecule analysis of proteins and proteoforms [3][5] - The company is preparing for the commercial launch of the Voyager Platform in late 2026, which includes securing pre-orders and managing installations [5][6] - The Nautilus Tau Proteoforms assay is currently in use at the Buck Institute for Research on Aging, mapping up to 768 distinct tau proteoform groups [5] Leadership and Expertise - Amber Faust brings nearly two decades of experience in life sciences, having held significant roles at companies like Olink Proteomics and SomaLogic [4][6] - Faust's background includes a Master of Science in Biomedical Science and a Bachelor of Science in Biology and Chemistry, emphasizing her expertise in the field [6] Technology Overview - The Voyager Platform utilizes a proprietary Iterative Mapping approach, capable of measuring up to 10 billion intact protein molecules, which allows for a wide dynamic range in analysis [7] - The platform employs machine learning algorithms to convert probe-binding patterns into protein and proteoform identifications, facilitating detailed analysis [7][8]

Core Viewpoint - Seer, Inc. has adopted a tax benefit preservation plan (NOL Plan) to protect its net operating loss carryforwards and other tax assets, which are valued at approximately $262 million as of December 31, 2025 [2][3]. Group 1: NOL Plan Details - The NOL Plan aims to prevent substantial impairment of Seer's NOLs due to potential ownership changes as defined by Section 382 of the Internal Revenue Code [3]. - The plan creates a disincentive for shareholders to accumulate beneficial ownership of 4.9% or more of Seer's Class A common stock without Board approval [5]. - The NOL Plan will be submitted for ratification at Seer's 2026 annual meeting and will expire on February 25, 2029, unless ratified, in which case it will expire on February 25, 2027 [4][7]. Group 2: Shareholder Rights and Dividends - A dividend of one "right" will be issued for each outstanding share of Seer's Class A common stock to shareholders of record as of March 9, 2026, which is not taxable to Seer or its shareholders [6]. - Shareholders who own 4.9% or more of Seer's Class A common stock prior to the announcement can maintain their ownership but cannot acquire additional shares without Board approval [5]. Group 3: Company Overview - Seer, Inc. specializes in deep proteomics, providing insights that are scalable, precise, and reproducible, overcoming challenges faced by traditional proteomic methods [8].

Core Insights - Seer, Inc. is participating in the 2026 U.S. Human Proteome Organization Annual Conference, showcasing its Proteograph Product Suite which addresses complex questions in major disease areas and supports clinical and population health applications [1][2] Company Participation and Presentations - Seer will be featured in over a dozen scientific presentations at the conference, highlighting the adoption of nanoparticle-enabled proteomics in translational and population-scale research [2][7] - The company will host a breakfast symposium on February 24, where Dr. Sasha A. Singh will present findings on using the Proteograph Product Suite to profile plasma in a mouse model of atherosclerosis, achieving a tenfold increase in proteome depth compared to conventional methods [5] Technological Advancements - The Proteograph Product Suite is enabling deeper, scalable, and reproducible mass spectrometry measurements of the human proteome, which is crucial for advancing translational research [4][10] - The technology allows for the quantification of over 5,000 proteins from just 75 µL of plasma, addressing challenges in detecting low-abundance proteins [5] Research Focus Areas - Presentations at the conference will cover various disease areas including cardiovascular disease, neurodegeneration, aging biology, and oncology, demonstrating the broad application of deep, scalable proteomics [2][7] - Nathan Basisty will discuss the translation of aging biology into biomarkers and therapeutic strategies during a plenary session, emphasizing the role of proteomic technologies [6] Industry Impact - The conference reflects a broader shift in proteomics towards high-throughput workflows that enhance biological insights across multiple disease areas [10] - Seer's technology is positioned as a key player in advancing the field of proteomics, supporting reproducible research at scale [4][11]

Market Overview - The proteomics market was valued at USD 29.92 billion in 2025 and is projected to grow to USD 58.66 billion by 2031, with a CAGR of 11.87% from 2026 to 2031, driven by precision medicine, chronic diseases, and demand for advanced analytical tools [1] - The role of proteomic analysis is expanding in drug discovery, biomarker identification, and disease pathway analysis, enhancing target validation and supporting targeted therapies [2] Regional Analysis - North America leads the proteomics market due to strong investment in biomedical research, advanced laboratory infrastructure, and the presence of major pharmaceutical and biotechnology companies [3] - Europe holds a significant market share, supported by active research programs and a focus on personalized medicine [4] - Asia-Pacific is emerging as a high-growth region, driven by expanding research capabilities and increasing government funding for life sciences [4] Market Trends - There is a growing adoption of proteomics in drug discovery to identify disease biomarkers and improve understanding of therapeutic targets [5] - The integration of proteomics with genomics is enhancing its role in precision medicine, enabling personalized approaches to disease diagnosis and treatment [6] Industry Segmentation - The proteomics market is segmented by components, technologies, and applications, including drug discovery and development [7] - Key technologies include mass spectrometry, chromatography, and next-generation sequencing [8] Competitive Landscape - The proteomics industry consists of established life science technology providers and specialized proteomics solution companies, focusing on expanding analytical capabilities and forming strategic collaborations [9]

Summary of Seer Conference Call (November 20, 2025) Company Overview - **Company**: Seer (NasdaqGS:SEER) - **Industry**: MedTech Diagnostics and Proteomics - **Product**: Proteograph Product Suite, including Proteograph One and SP200 Key Points and Arguments Product Development and Performance - Seer launched the Proteograph Product Suite to enable deep, unbiased proteomic analysis at scale, significantly improving throughput and reducing costs compared to earlier iterations [3][4] - The latest product, Proteograph One, was launched in June 2025, allowing customers to conduct larger studies with reduced assay time and increased sample throughput [4][5] - Notable studies include a 20,000-sample study by Korea University and a $50 million NIH-funded multi-center grant for a 50,000-sample study, where Seer was selected as the sole proteomic platform [5][6][7] Customer Validation and Publication Velocity - Since the launch of the first product in 2021, 66 customer papers have been published, with 13 published in Q3 2023 alone, indicating increasing customer validation and biological insights [7][8] - The establishment of Prognomic, a spin-out focused on liquid biopsy, has led to the development of a best-in-class lung cancer test, showcasing the effectiveness of Seer's platform [8][9] Market Adoption and Customer Feedback - Customer feedback on the Proteograph One has been positive, with a significant increase in instrument placements from 11 in the previous year to nearly 30 in the first nine months of 2025 [10][11] - The platform is being adopted for various applications, including neurodegenerative diseases and biomanufacturing, demonstrating its versatility [11][12] Strategic Partnerships - Seer has formed a partnership with Thermo, enhancing their market presence through co-sales, which allows Thermo sales representatives to offer Seer's Proteograph alongside their mass spectrometry instruments [25][26] - The combination of Seer's technology with Thermo's instruments provides a significant increase in the depth of proteomic analysis, achieving 8-10 times more protein identification compared to Thermo's instruments alone [26][27] Commercial Strategy and Customer Engagement - Seer's stack and Strategic Instrument Placement (SIP) programs have been effective in driving platform adoption, with a significant portion of instrument placements coming from former stack customers [30][33] - The SIP program allows customers to borrow instruments, facilitating adoption in budget-constrained academic and government settings [32][33] Financial Outlook and Capital Allocation - Seer ended Q3 2025 with approximately $251 million in cash and reaffirmed a break-even runway, focusing on diligent capital management while investing in innovation [35][37] - The company aims to reach a revenue scale of around $100 million, leveraging its strong balance sheet to potentially acquire less capital-intensive technologies [39][40] Future Developments - Seer anticipates an increase in population-scale studies, predicting that 2026 will see the first 100,000-sample study conducted using mass spectrometry [41][42] - The company is focused on generating biological insights from these studies to drive revenue growth [42] Additional Important Insights - The scientific community's skepticism towards new platforms is acknowledged, emphasizing the importance of evidence and robust performance in gaining institutional confidence [13][14] - The complexity of proteomics is highlighted, with a call for deeper analysis at the peptide level to uncover significant biological variations that could inform health and disease understanding [19][20][24]

Core Insights - Seer, Inc. is showcasing new data at the HUPO World Congress 2025, highlighting the transformative impact of deep, scalable proteomics on human disease research [1][2] - The company's Proteograph Product Suite is facilitating research in cardiovascular, oncology, and aging biology, enabling scientists to translate complex biological signatures into actionable insights [1][3] Company Highlights - Seer's participation at HUPO 2025 includes over a dozen scientific presentations, with significant contributions such as two invited talks and sixteen posters, demonstrating the growing adoption of the Proteograph platform [2] - The CEO of Seer emphasized that proteomics has evolved to a new level of scalability and relevance, bridging molecular insights to clinical applications [3] Research Focus - The Seer Breakfast Symposium will feature discussions on cardiac dysfunction and aging-related decline, showcasing the use of deep proteomics to identify clinically relevant biomarkers [4] - Presentations will cover various studies, including deep plasma proteomics revealing disease mechanisms and biomarkers for cardiovascular failure and aging [4][5] Scientific Contributions - Multiple scientific presentations will highlight the capabilities of Seer's technology, including high-throughput plasma proteome profiling and insights into biomarkers predictive of readmission risk in heart failure [5][6][7] - The studies presented will also explore glycoproteomics, cancer cohort biomarker discovery, and extracellular vesicle biology, showcasing the breadth of Seer's impact across different research areas [6][8][9] Technological Advancements - Seer's Proteograph platform integrates engineered nanoparticles, automation, and advanced analytical software, addressing challenges faced by traditional proteomic methods [13] - The platform is noted for its ability to deliver insights with unprecedented scale, speed, precision, and reproducibility, setting a new standard in the field of proteomics [13]

Financial Data and Key Metrics Changes - Total revenue for Q3 2025 was $4.1 million, representing a 2% increase compared to $4 million in Q3 2024, primarily due to higher product and service revenue [22][24] - Gross profit for Q3 2025 was $2.1 million, with a gross margin of 51%, compared to $1.9 million and 48% in Q3 2024 [24] - Net loss for Q3 2025 was $18.2 million, an improvement from a net loss of $21.3 million in Q3 2024 [25] - The company ended the quarter with approximately $251 million in cash, cash equivalents, and investments, sufficient to reach cash flow breakeven [27] Business Line Data and Key Metrics Changes - Product revenue for Q3 2025 was $2.8 million, consisting of sales of Proteograph instruments and consumable kits [23] - Service revenue was $1.2 million for Q3 2025, including $300,000 of related party revenue, primarily from STACC service projects [23] - More than two-thirds of instrument shipments in Q3 were acquired by customers who had previously accessed STACC, indicating strong customer interest [24][19] Market Data and Key Metrics Changes - The company shipped just under three times as many instruments in the first nine months of 2025 compared to all of 2024, reflecting strong demand for the Proteograph [5][18] - The company continues to face headwinds from budget constraints and uncertainty around government funding, particularly related to NIH [28][39] Company Strategy and Development Direction - The company is focused on advancing the reach and impact of the Proteograph platform, with a strong emphasis on product innovation and enabling large cohort studies [4][6] - The Proteograph One assay represents a significant advancement, allowing for over 1,000 samples per week and improving precision [8] - The company is actively pursuing partnerships, such as with Thermo Fisher Scientific, to enhance market presence and drive adoption of the Proteograph [20][32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the value proposition of the Proteograph despite challenges from government shutdowns and funding uncertainties [5][14] - The company anticipates full-year revenue to be in the range of $17-$18 million for 2025, representing growth of 24% at the midpoint over 2024 [28] - Management highlighted the increasing momentum in customer publications and large-scale studies, indicating a positive trend for future growth [29][38] Other Important Information - The company has repurchased approximately $22 million of Class A common shares, reducing net total shares outstanding by approximately 14% [5][26] - The 2025 Seer Insights Grant Program received 88 applications, more than double from the previous year, indicating strong interest in proteomics research [21] Q&A Session Summary Question: Update on the partnership with Thermo Fisher Scientific - The partnership is progressing well, with two joint opportunities closed in the quarter and a pipeline of opportunities being pursued [31][32] Question: Potential for more large-scale studies in the future - The introduction of the Proteograph Product Suite has enabled large-scale studies that were previously not feasible, with ongoing discussions for even larger studies [34][35] Question: Trends among academic customers and spending outlook - Despite challenges from government shutdowns, there is increasing interest from academic customers, with 40% of revenue year-to-date coming from academic and government customers [39][40]

Core Insights - Seer, Inc. will report its financial results for Q3 2025 on November 6, 2025, with a conference call scheduled for 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time [1] Company Overview - Seer, Inc. is a leader in deep, unbiased proteomics, providing insights that are scalable, fast, precise, and reproducible, which are not achievable by traditional proteomic methods [3] - The company's Proteograph Product Suite integrates proprietary engineered nanoparticles, streamlined automation, optimized consumables, and advanced analytical software to address challenges faced by conventional proteomic technologies [3] - Seer's products are intended for research use only and are not designed for diagnostic procedures [3]

Core Insights - Seer, Inc. is participating in the ASHG 2025 Annual Meeting, highlighting the importance of proteomics in complementing genomics for understanding disease biology and advancing precision medicine [1][5] - The Proteograph Product Suite is showcased as a transformative tool in multi-omic approaches, enabling researchers to derive clinical insights from genomic data [2][4] Company Overview - Seer, Inc. sets a high standard in deep, unbiased proteomics, offering insights that are scalable, precise, and reproducible, which traditional methods have struggled to achieve [6][8] - The company integrates engineered nanoparticles, automation instrumentation, consumables, and analytical software to address challenges faced by conventional proteomic technologies [6][8] Scientific Contributions - Multiple independent research groups will present findings using Seer's Proteograph platform, indicating its growing adoption in academic and clinical settings [4] - Presentations will cover topics such as immune dynamics in xenotransplantation and isoform-specific biomarkers in idiopathic pulmonary fibrosis, showcasing the platform's ability to enhance disease discovery [6][7] Event Details - A featured CoLab session titled "Advancing Precision Medicine Through Multi-Omics" will take place on October 16, 2025, emphasizing the impact of Seer's technology on translational genomics [2] - Additional presentations will include topics on proteogenomic prioritization and high-confidence protein targets, further illustrating the breadth of research enabled by Seer's platform [7]