seer-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 001-39747

SEER, INC.

(Exact name of Registrant as specified in its charter)


Delaware						82-1153150
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

650-453-0000

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

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

Copies to:

Title of each class

Trading Symbol(s)

Name of Exchange on which registered

Common Stock, par value $0.00001

SEER

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Smaller reporting company

☒

Non-accelerated filer

☒

Emerging growth company

☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2021, the registrant had 56,630,310 shares of Class A common stock, $0.00001 par value per share, and 4,702,381 shares of Class B common stock, $0.00001 par value per share, outstanding.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II .	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	72
Item 6.	Exhibits	72
Signatures

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development costs, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•estimates of our addressable market, market growth, future revenue, key performance indicators, expenses, capital requirements and our needs for additional financing;

•our ability to successfully implement our three phase commercial launch plan, including our ability to add additional collaborators during the collaboration phase and expand to additional key opinion leaders during the limited release phase;

•the implementation of our business model and strategic plans for our Proteograph Product Suite, including the expected pricing of our SP100 automation instrument and associated consumables;

•our expectations regarding the rate and degree of market acceptance of our Proteograph Product Suite;

•the impact of our Proteograph Product Suite on the field of proteomics and the size and growth of the addressable proteomics market;

•competitive companies and technologies and our industry;

•our ability to manage and grow our business and commercialize our Proteograph Product Suite;

•our ability to develop and commercialize new products;

•our ability to establish and maintain intellectual property protection for our products or avoid or defend claims of infringement;

•the performance of third-party manufacturers and suppliers;

•the potential effects of government regulation;

•our ability to hire and retain key personnel and to manage our future growth effectively;

•the volatility of the trading price of our Class A common stock;

•the benefits of the PrognomIQ, Inc. transaction;

•the impact of local, regional, and national and international economic conditions and events;

•the impact of COVID-19 on our business; and

•our expectations about market trends.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report

and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained herein to reflect events or circumstances after the date of this Quarterly Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

SEER, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)


	March 31,		December 31,
	2021		2020

ASSETS
Current assets:
Cash and cash equivalents	$	445,763	$	333,585
Investments	85,379		98,278
Inventory	1,541		551
Other receivables	412		163
Other receivables, related parties	101		99
Prepaid expenses and other current assets	3,041		452
Total current assets	536,237		433,128
Property and equipment, net	8,682		8,441
Restricted cash	343		343
Other assets	377		407
Total assets	$	545,639	$	442,319
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,933	$	2,115
Accrued expenses	4,201		5,147
Accrued research and development	820		396
Deferred revenue	256		250
Deferred rent, current	186		186
Total current liabilities	7,396		8,094
Deferred rent, net of current portion	1,884		1,899
Other noncurrent liabilities	589		717
Total liabilities	9,869		10,710
Commitments
Stockholders’ equity:
Preferred stock, $0.00001 par value; 5,000,000 shares authorized as of March 31, 2021 and December 31, 2020; zero shares issued and outstanding as of March 31, 2021 and December 31, 2020	—		—
Class A common stock, $0.00001 par value; 94,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 56,606,968 and 53,395,319 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively;	1		1
Class B common stock, $0.00001 par value; 6,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 4,702,381 and 5,865,732 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively;	—		—
Additional paid-in capital	607,531		486,915
Accumulated other comprehensive income	28		54
Accumulated deficit	(71,790)		(55,361)
Total stockholders’ equity	535,770		431,609
Total liabilities and stockholders’ equity	$	545,639	$	442,319

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SEER, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2021		2020

Revenue:

Grant revenue	$	62	$	177
Total revenue	62		177
Operating expenses:

Research and development	6,227		4,222
Selling, general and administrative	10,333		1,780

Total operating expenses	16,560		6,002
Loss from operations	(16,498)		(5,825)
Other income (expense):
Interest income	69		332
Total other income (expense)	69		332
Net loss	$	(16,429)	$	(5,493)
Other comprehensive loss:
Unrealized gain (loss) on available-for-sale securities	(26)		533
Comprehensive loss	$	(16,455)	$	(4,960)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.27)	$	(0.61)
Weighted-average common shares outstanding, basic and diluted	59,887,842		8,944,284

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SEER, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in thousands, except share amounts)


	Convertible Preferred Stock			Class A and Class B Common Stock			Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2020	—	$	—	59,261,051	$	1	$	486,915	$	(55,361)	$	54	$	431,609
Issuance of Class A common stock from exercise of options	—	—		399,174	—		171		—		—		171
Repurchase of Class A common stock	—	—		(876)	—		—		—		—		—
Vesting of early exercised stock options and restricted common stock	—	—		—	—		44		—		—		44
Issuance of Class A common stock upon follow-on offering, net of issuance costs of $7,591	—	—		1,650,000	—		102,959		—		—		102,959
Return of profit		—		—	—		11,403		—		—		11,403
Stock-based compensation	—	—		—	—		6,039		—		—		6,039
Other comprehensive income	—	—		—	—		—		—		(26)		(26)
Net loss	—	—		—	—		—		(16,429)		—		(16,429)
Balance at March 31, 2021	—	$	—	61,309,349	$	1	$	607,531	$	(71,790)	$	28	$	535,770

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SEER, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in thousands, except share amounts)


	Convertible Preferred Stock			Class A and Class B Common Stock			Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2019	22,173,216	$	107,953	12,193,677	$	—	$	2,288	$	(22,586)	$	24	$	87,679
Issuance of Class A common stock from exercise of options	—	—		40,207	—		24		—		—		24
Vesting of early exercised stock options and restricted common stock	—	—		—	—		4		—		—		4
Stock-based compensation	—	—		—	—		579		—		—

SEC Form 10-Q filed by Seer, Inc.