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SEER on Nasdaq

Seer, Inc

Logo: seer.bio3

Seer, Inc is a proteomics technology company based in Redwood City, founded in 2017.1 It was founded by Omid Cameron Farokhzad.1

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Last updated Oct 21, 2026.

Overview

Mar 2017Founded1

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  • TickerSEER on Nasdaq1
  • IndustryLaboratory Analytical Instruments1
  • HeadquartersRedwood City1
  • Websiteseer.bio
  • Incorporated inDE4
  • Business address3800 Bridge Parkway, Suite 102, Redwood City, Ca 940654
  • Filer categoryNon-accelerated filer, Smaller reporting company4

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Seer, Inc image from its website
Image: seer.bio3

Our mission is to imagine and pioneer new ways to decode the biology of the proteome to improve human health. Through our product, the Proteograph® Product Suite (Proteograph), we provide researchers with unbiased, deep, rapid and large-scale access to the proteome, enabling biological discovery that has historically been impractical. With our pioneering proprietary engineered nanoparticle (NP) technology and the Proteograph Product Suite, we provide the most complete, precise, and scalable platform for deep, unbiased proteomics to power population-scale studies and data-driven biology.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

51.1%Gross margin6
-470.5%Operating margin6
-444.0%Net margin6
17.0%Revenue growth, 20256
-28.4%Return on equity6
-$46.2MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue9¢$8.1M
  • Research and development46¢$43.9M
  • Selling, general and admin45¢$42.6M
  • Income tax0¢$201.0K

Out of $16.6M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$16.6M in 2025+2427% since 2020
0$5.0M$10.0M$15.0M$20.0M2020: $656.0K$656.0K20202021: $6.6M$6.6M2021+909%2022: $15.5M$15.5M2022+134%2023: $16.7M$16.7M2023+8%2024: $14.2M$14.2M2024−15%2025: $16.6M$16.6M2025+17%
Gross profit789106$8.5M in 2025+1190% since 2020
0$2.5M$5.0M$7.5M$10.0M2020: $656.0K$656.0K20202021: $3.4M$3.4M2021+420%2022: $7.1M$7.1M2022+108%2023: $8.5M$8.5M2023+20%2024: $7.1M$7.1M2024−17%2025: $8.5M$8.5M2025+20%
Operating income789106-$78.0M in 2025+132% since 2020
-$150.0M-$100.0M-$50.0M02020: -$33.6M-$33.6M20202021: -$71.5M-$71.5M2021+112%2022: -$97.2M-$97.2M2022+36%2023: -$103.5M-$103.5M2023+6%2024: -$100.1M-$100.1M2024−3%2025: -$78.0M-$78.0M2025−22%
Net income789106-$73.6M in 2025+125% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$32.8M-$32.8M20202021: -$71.2M-$71.2M2021+117%2022: -$93.0M-$93.0M2022+31%2023: -$86.3M-$86.3M2023−7%2024: -$86.6M-$86.6M2024+0%2025: -$73.6M-$73.6M2025−15%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Total revenue$16.6M$14.2M
Total cost of revenue$8.1M$7.1M
Gross profit$8.5M$7.1M
Research and development$43.9M$50.6M
Selling, general and administrative$42.6M$56.6M
Total operating expenses$86.5M$107.2M
Loss from operations-$78.0M-$100.1M
Interest income$11.5M$16.7M
Loss on equity method investment-$5.9M-$2.6M
Other expense-$1.0M-$417.0K
Total other income$4.6M$13.6M
Loss before provision for income taxes-$73.4M-$86.5M
Provision for income taxes$201.0K$98.0K
Net loss-$73.6M-$86.6M
Unrealized gain on available-for-sale securities$323.0K$328.0K
Comprehensive loss-$73.3M-$86.3M

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Corporate structure

Seer, Inc sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Seer, Inc

  • Seer, Inc Redwood City

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Seer, Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$34.2M6 Dec 31, 2025$35.4M6 Dec 31, 2024−3.4%
Accumulated depreciation$19.4M6 Dec 31, 2025$16.8M6 Dec 31, 2024+15.5%
Property and equipment, net$14.8M6 Dec 31, 2025$18.6M6 Dec 31, 2024−20.6%
Operating-lease assets (leased space)$20.5M6 Dec 31, 2025$22.8M6 Dec 31, 2024−10.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$47.3M6 Dec 31, 2025$40.8M6 Dec 31, 2024+16.0%
Marketable securities, current$138.6M6 Dec 31, 2025$195.7M6 Dec 31, 2024−29.2%
Marketable securities, non-current$54.7M6 Dec 31, 2025$63.1M6 Dec 31, 2024−13.3%
Debt securities available for sale$238.1M6 Dec 31, 2025$299.0M6 Dec 31, 2024−20.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$7.8M6 Dec 31, 2025$7.4M6 Dec 31, 2024+4.8%
Raw materials$3.7M6 Dec 31, 2025$3.2M6 Dec 31, 2024+15.8%
Work in process$46.0K6 Dec 31, 2025$76.0K6 Dec 31, 2024−39.5%
Finished goods$4.1M6 Dec 31, 2025$4.2M6 Dec 31, 2024−2.7%

Properties, in its own words

Our corporate headquarters, research and development facilities, and manufacturing and distribution centers are located at 3800 Bridge Parkway, Redwood City, CA 94065. The facility is approximately 51,000 square feet and is compliant with all relevant state and federal requirements. Our lease on this facility runs through September 2032. We do not own any real property and believe that our current facilities are sufficient to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Item 2 of the 10-K filed Mar 2, 2026.5

The story

Founded by Omid Cameron Farokhzad on Mar 2017.1

Leadership

Who has led Seer, Inc, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Omid Cameron Farokhzad2020–now

Chair

  1. Omid Cameron Farokhzad2020–now

President

  1. Omead Ostadan2020–2022
  2. Omid Cameron Farokhzad2022–2023
  3. David R. Horn2024–now

Chief financial officer

  1. David R. Horn2020–now

Chief operating officer

  1. Omead Ostadan2020–2022
20202025
Board members and other officers (13)

Former names

  • Seer Biosciences, Inc.Jan 4, 2018 to Jan 4, 20184

Timeline

  1. Sep 18, 20268-K Executive or director change31
  2. Aug 11, 20268-K Results of operations32
  3. Jul 31, 20268-K Other events33
  4. Jul 31, 20268-K Shareholder vote34
  5. Jul 20, 20268-K Other events35
  6. Jul 2, 20268-K Other events36
  7. May 22, 20268-K Other events37
  8. May 13, 20268-K Results of operations38
  9. May 4, 20268-K Other events39
  10. Apr 27, 20268-K Other events40
  11. Apr 13, 20268-K Other events41
  12. Mar 30, 20268-K Other events42
  13. Dec 3, 2020New chief executive Omid Cameron Farokhzad becomes CEO14
  14. Dec 2020Went public Listed on NASDAQ1
  15. Mar 2017Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/202643

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results32
  2. May 13, 2026Reported quarterly or annual results38
  3. Feb 26, 2026Reported quarterly or annual results44
  4. Nov 6, 2025Reported quarterly or annual results45
  5. Aug 6, 2025Reported quarterly or annual results46
  6. May 13, 2025Reported quarterly or annual results47
  7. Feb 27, 2025Reported quarterly or annual results48
  8. Nov 6, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

294 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 52 major events, 111 insider forms, 40 large holders, 69 other. The latest 20:

  1. Oct 8, 20263 EDGAR
  2. Sep 18, 20268-K EDGAR
  3. Aug 19, 20264 EDGAR
  4. Aug 11, 202610-Q EDGAR
  5. Aug 11, 20268-K EDGAR
  6. Jul 31, 20268-K EDGAR
  7. Jul 31, 20268-K EDGAR
  8. Jul 30, 20264 EDGAR
  9. Jul 30, 20264 EDGAR
  10. Jul 30, 20264 EDGAR
  11. Jul 30, 20264 EDGAR
  12. Jul 30, 20264 EDGAR
  13. Jul 30, 20264 EDGAR
  14. Jul 28, 2026DFAN14A EDGAR
  15. Jul 24, 2026DFAN14A EDGAR
  16. Jul 22, 2026DEFA14A EDGAR
  17. Jul 22, 2026DFAN14A EDGAR
  18. Jul 20, 2026DEFA14A EDGAR
  19. Jul 20, 20268-K EDGAR
  20. Jul 20, 2026DEFA14A EDGAR

The 294 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

42 open-market trades by officers, directors and large owners since October 2021: 1 buys and 41 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 18, 2026Horn David R.PRESIDENT & CFOSale7,309$2.03$14.8KForm 4
Jul 8, 2026Nishar DipchandDirectorSale10,660$2.18$23.2KForm 4
May 20, 2026Horn David R.PRESIDENT & CFOSale7,303$1.69$12.3KForm 4
Feb 18, 2026Horn David R.PRESIDENT & CFOSale7,743$1.99$15.4KForm 4
Feb 18, 2026Farokhzad OmidCEO AND CHAIRSale24,385$1.99$48.5KForm 4
Nov 19, 2025Horn David R.PRESIDENT & CFOSale6,797$1.97$13.4KForm 4
Nov 19, 2025Farokhzad OmidCEO AND CHAIRSale33,838$1.97$66.7KForm 4
Aug 20, 2025Horn David R.PRESIDENT & CFOSale6,827$2.04$13.9KForm 4
Aug 20, 2025Farokhzad OmidCEO AND CHAIRSale33,992$2.04$69.3KForm 4
Jun 13, 2025Nishar DipchandDirectorSale30,253$2.08$62.9KForm 4
May 20, 2025Horn David R.PRESIDENT & CFOSale6,760$2.08$14.1KForm 4
May 20, 2025Farokhzad OmidCEO AND CHAIRSale33,663$2.08$70.0KForm 4
Feb 4, 2025Horn David R.PRESIDENT & CFOSale3,550$2.24$8.0KForm 4
Feb 4, 2025Farokhzad OmidCEO AND CHAIRSale8,068$2.24$18.1KForm 4
Jun 14, 2024Nishar DipchandDirectorSale12,109$1.78$21.6KForm 4
Mar 7, 2024Farokhzad OmidCEO AND CHAIRSale52,857$2.03$107.3KForm 4
Feb 22, 2024Kogan ElonaCHIEF LEGAL OFFICERSale12,684$1.58$20.0KForm 4
Feb 22, 2024Horn David R.PRESIDENT & CFOSale12,684$1.58$20.0KForm 4
Feb 5, 2024Horn David R.PRESIDENT & CFOSale3,608$1.67$6.0KForm 4
Dec 4, 2023Kogan Elona Esq.CHIEF LEGAL OFFICERSale8,182$1.70$13.9KForm 4

All 42 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Omid Farokhzad, M.D.Chief Executive Officer56$619.2K$3.5M63
2024David HornPresident and Chief Financial Officer57$525.9K$1.4M63
2024Elona KoganFormer Chief Legal Officer$286.1K$809.3K63
2023Omid Farokhzad, M.D.Chief Executive Officer56$596.5K$5.2M63
2023David HornPresident and Chief Financial Officer57$461.2K$1.5M63
2023Elona KoganFormer Chief Legal Officer$416.5K$1.4M63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 58. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Softbank Group Corp.5,135,383$8.5M0.0%No change
Siren, L.L.C.2,458,673$4.1M0.1%No change
Vanguard Capital Management LLC1,831,058$3.0M0.0%−127,938
BlackRock, Inc.1,428,405$2.4M0.0%−393,199
Renaissance Technologies LLC985,500$1.6M0.0%+8,812
Nano Cap New Millennium Growth Fund L P825,000$1.4M1.1%No change
Citadel Advisors LLC519,310$862.1K0.0%New
Two Sigma Investments, LP492,298$817.2K0.0%−19,300
Geode Capital Management, LLC460,430$764.5K0.0%+37,453
Bridgeway Capital Management, LLC459,443$762.7K0.0%No change
Peapod Lane Capital LLC445,450$739.4K0.5%+6,869
1888 Investments, LLC359,143$596.2K1.1%No change
Goldman Sachs Group Inc246,638$409.4K0.0%+52,465
Jacobs Levy Equity Management, Inc222,332$369.1K0.0%+79,090
Rangeley Capital, LLC222,000$368.5K0.3%+37,698
Vanguard Fiduciary Trust Co216,961$360.2K0.0%+1,433
Dimensional Fund Advisors LP212,625$353.0K0.0%−9,291
Edgewood Management LLC200,000$332.0K0.0%+100,000
State Street Corp159,950$265.5K0.0%No change
Morgan Stanley145,434$241.4K0.0%−15,445
Advisory Services Network, LLC142,648$236.8K0.0%+132,648
Voss Capital, LP137,291$227.9K0.0%New
Hsbc Holdings PLC114,348$191.5K0.0%No change
Shay Capital LLC94,208$156.4K0.0%−41,282
Northern Trust Corp78,895$131.0K0.0%−55,665

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Seer, Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSeer, Inc.2
  • CIK0001726445
  • Employer ID (EIN)82-11531505
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 312
  • Industry code (SIC)3826 Laboratory Analytical Instruments2
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance2
  • Business address3800 Bridge Parkway, Suite 102, Redwood City, CA 940652
  • Phone650-453-00002
  • Shares outstanding55,372,015 as of Aug 5, 202613
  • Public float$113.8M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, San Francisco, California PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJan 4, 20182
  • Filings397 in all: 4 (137), 8-K (59), DEFA14A (29), SC 13G/A (24), 3 (22), 10-Q (17), DFAN14A (15), SC 13G (12)2
    All 42 form types

    10-K (6), CORRESP (6), SCHEDULE 13G/A (6), DEF 14A (5), S-8 (5), UPLOAD (5), ARS (4), 144 (3), SC 13D/A (3), 10-K/A (2), 4/A (2), 424B4 (2), 5 (2), 8-A12B (2), DEFC14A (2), DRS (2), EFFECT (2), PRE 14A (2), PREC14A (2), S-1 (2), S-1MEF (2), SCHEDULE 13D/A (2), SEC STAFF LETTER (2), 5/A (1), 8-A12B/A (1), CERT (1), D (1), DFRN14A (1), DRS/A (1), DRSLTR (1), S-1/A (1), SC 13D (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 2, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) May 28, 2025
    Latest 8-K (8-K) Sep 18, 2026

Securities registered for trading

ClassSymbolExchange
0.00001SEERNasdaq Global Select Market

From the cover page of the 10-K filed Mar 2, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Seer, Inc names in Item 1A of its 10-K filed Mar 2, 2026: 66 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • We are a commercial-stage life sciences technology company with a history of net losses, which we expect to continue, and we may not be able to generate meaningful revenues or achieve and sustain profitability in the future.
  • We have a limited operating history, which may make it difficult to evaluate our current business and the prospects for our future viability, and to predict our future performance.
  • Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations of investors or security analysts or any guidance we may provide, and which may cause the price of our Class A common stock to fluctuate or decline substantially.
  • The size of the markets for the Proteograph Product Suite may be smaller or different from estimated, and new market opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our products.
  • We are in the commercialization stage, and we may not be able to commercialize the Proteograph Product Suite as planned.
  • Even if we are able to execute on our commercialization plan, our success depends on broad scientific and market acceptance of the Proteograph Product Suite, which we may fail to achieve.
  • If our sales force is less successful than anticipated, we may not be successful in commercializing the Proteograph Product Suite.
  • Even if the Proteograph Product Suite is successfully commercialized and achieves broad scientific and market acceptance, if we fail to improve it or introduce compelling new products and services, our revenues and our prospects could be harmed.
  • Health epidemics could adversely impact our business and operations.
  • Unfavorable U.S. or global economic conditions could adversely affect our ability to raise capital and our business, results of operations and financial condition.
  • Adverse developments affecting the financial services industry could impair our ability to access our cash, cash equivalents and investments and to timely meet our financial obligations to our vendors and others.
The other 55 risks
  • If we do not sustain or successfully manage our growth or financial resources, our business and prospects will be harmed.
  • We depend on our key personnel and other highly qualified personnel, and if we are unable to recruit, train and retain our personnel, we may not achieve our goals.
  • We expect to be dependent upon revenue generated from the sale of the Proteograph Product Suite and related services for the foreseeable future.
  • Our sales have been concentrated in a small number of customers.
  • Our business depends significantly on research and development spending by academic and other research institutions, and other third parties, including commercial organizations, and any reduction in spending could limit demand for our products and adversely affect our business, results of operations, financial condition and prospects.
  • We rely on single suppliers for some of the components of the Proteograph Product Suite, including a single contract manufacturer to manufacture and supply our instruments. If these suppliers or manufacturers should fail or not perform satisfactorily, our ability to meet demand and supply the Proteograph Product Suite would be adversely affected.
  • We have limited experience producing and supplying our products, and we may be unable to consistently manufacture or source our SP100 and SP200 automation instruments and consumables to the necessary specifications or in quantities necessary to meet demand on a timely basis and at acceptable performance and cost levels.
  • Our products could have defects or errors, which may give rise to claims against us, adversely affect market adoption of the Proteograph Product Suite, damage our reputation, and adversely affect our business, financial condition, and results of operations.
  • We face potential risks related to using, handling, storing, importing, exporting, and transferring of biological samples, hazardous materials and substances or chemicals such as reagents in commercial products; the collection, reuse and recycling of waste from products we manufacture and services we provide; and compliance with environmental health and safety regulations.
  • If we do not successfully deploy and implement enhancements of the Instrument Control Software and Proteograph Analysis Suite, our commercialization efforts and, therefore, business and results of operations could suffer.
  • As we commercialize the Proteograph Product Suite outside of the United States, our international business could expose us to business, regulatory, legal, political, operational, financial, and economic risks associated with doing business outside of the United States.
  • A portion of our international sales is and will be conducted through third-party distributors, and we will not control their efforts to sell our products. If our relationships with these third-party distributors cannot be established or deteriorate, or if these third-party distributors fail to sell our products, or engage in activities that harm our reputation, our results of operations and business may be negatively affected.
  • The life sciences technology market is highly competitive. If we fail to compete effectively, our business and results of operations will suffer.
  • We may need to raise additional capital to fund commercialization plans for the Proteograph Product Suite, including manufacturing, sales and marketing activities, expand our investments in research, and develop and commercialize new products and applications.
  • We may acquire other companies, or their assets or technologies, enter into joint ventures, or make other strategic investments in companies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
  • We may not realize the benefits of PrognomiQ as a separate healthcare company in the area of disease testing.
  • Risks Related to Financial Reporting
  • We are required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal control over financial reporting. If we are unable to achieve and maintain effective internal controls, our operating results and financial condition could be harmed and the market price of our Class A common stock may be negatively affected.
  • If we fail to maintain an effective system of internal controls, or otherwise fail to comply with the Sarbanes-Oxley Act of 2002, we may not be able to accurately and timely report our financial results, which may adversely affect our business and investor confidence in us and, as a result, the value of our Class A common stock.
  • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which would harm our business.
  • Changes in, or evolving interpretations of, financial accounting rules, regulations, standards or practices could result in unfavorable accounting changes, require us to, for example, change our compensation policies or restate our financial statements, or cause adverse, unexpected fluctuations in our operating results, resulting in a decline in the market price of our Class A common stock.
  • Risks Related to Regulatory Compliance
  • If we elect to label and promote any of our products as clinical diagnostics tests or medical devices, we would be required to obtain prior approval or clearance by the FDA, which would take significant time and expense and could fail to result in FDA clearance or approval for the intended uses we believe are commercially attractive.
  • Our products could become subject to government regulation as medical devices by the FDA and other regulatory agencies even if we do not elect to seek regulatory clearance or approval to market our products for diagnostic purposes, which would adversely impact our ability to market and sell our products and harm our business. If our products become subject to FDA regulation, the regulatory clearance or approval and the maintenance of continued and post-market regulatory compliance for such products will be expensive, time-consuming, and uncertain both in timing and in outcome.
  • Risks Related to our Intellectual Property
  • If we are unable to obtain, maintain and enforce sufficient intellectual property protection for our products, services and technology, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be impaired.
  • The U.S. law relating to the patentability of certain inventions in the life sciences technology industry is uncertain and rapidly changing, which may adversely impact our existing patents or our ability to obtain patents in the future.
  • We may not be able to protect our intellectual property rights throughout the world.
  • Issued patents covering our products or services could be found invalid or unenforceable if challenged.
  • If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected and our business could be harmed.
  • We may be subject to claims challenging the inventorship of our patents and other intellectual property.
  • We may not be able to protect and enforce our trademarks and trade names, or build name recognition in our markets of interest thereby harming our competitive position.
  • Patent terms may be inadequate to protect our competitive position on our products, services and technologies, including the Proteograph Product Suite for an adequate amount of time.
  • We may become involved in lawsuits to defend against third-party claims of infringement, misappropriation or other violations of intellectual property or to protect or enforce our intellectual property, any of which could be expensive, time consuming and unsuccessful, and may prevent or delay our development and commercialization efforts.
  • Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Our employees, consultants, advisors or independent contractors may have wrongfully used or disclosed, or may in the future wrongfully use or disclose, confidential information or alleged trade secrets of ours, third parties or former employers of theirs.
  • We currently rely on a license from a third party, and in the future may rely on additional licenses from other third parties, in relation to our technologies, services and products, including the Proteograph Product Suite and related services, and if we lose any of these licenses, then we may be subjected to future litigation.
  • If we fail to comply with our obligations under any license, collaboration or other agreements, we may be required to pay damages and could lose intellectual property rights necessary for developing and protecting our technologies, services and products, including the Proteograph Product Suite and related services, or we could lose certain rights to grant sublicenses.
  • If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products or services in the future.
  • Certain of our in-licensed patents are, and our future owned and in-licensed patents may be, subject to a reservation of rights by one or more third parties, including government march-in rights, that may limit our ability to exclude third parties from commercializing products similar or identical to ours.
  • Our products contain, and our services use, third-party open source software components and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products and service our customers, or require disclosure of our proprietary software.
  • Intellectual property rights do not necessarily address all potential threats.
  • Risks Related to Ownership of Our Class A Common Stock
  • An active trading market for our Class A common stock may not be sustained.
  • If we fail to maintain compliance with the listing requirements of the Nasdaq Global Select Market, we may be delisted and the price of our Class A common stock and our ability to access the capital markets could be negatively impacted.
  • The market price of our Class A common stock has been and may continue to be volatile.
  • The multi-class structure of our common stock had the effect of concentrating voting control with certain stockholders and it may depress the trading price of our Class A common stock.
  • If industry analysts, including securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A common stock, the price of our Class A common stock could decline.
  • Sales of a substantial number of shares of our Class A common stock by our existing stockholders could cause the price of our Class A common stock to decline.
  • There can be no assurance that we will repurchase shares of our Class A common stock or that we will repurchase shares at favorable prices.
  • We have not paid dividends in the past and do not expect to pay dividends in the future, and, as a result, any return on investment may be limited to the value of our stock.
  • Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Class A common stock.
  • Our ability to use net operating losses to offset future taxable income may be subject to certain limitations, and changes to U.S. tax laws may cause us to make adjustments to our financial statements.
  • We continue to incur significant increased costs and management resources as a result of operating as a public company.
  • General Risks
  • Environmental, social, and governance (ESG) matters are subject to evolving expectations from customers, regulators, investors and other stakeholders and may expose us to reputational, cost and other risks.
  • If our facilities or our third-party manufacturers’ facilities become unavailable or inoperable, our research and development program and commercialization plan could be adversely impacted and manufacturing of our instruments and consumables could be interrupted.
  • If we, or our vendors, partners or customers, experience a significant disruption in our information technology systems or breaches of data security, our business could be adversely affected.
  • We are currently subject to, and may in the future become subject to additional international and U.S. federal and state laws and regulations imposing obligations on how we collect, store and process personal information. Our actual or perceived failure to comply with such obligations could harm our business. Ensuring compliance with such laws could also impair our efforts to maintain and expand our future customer base, and thereby decrease our revenue.

Legal proceedings

We are not currently a party to any material legal proceedings. From time to time we may be involved in legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business.

The opening of Item 3, Legal Proceedings.5

Sources

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