Seer Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesնNoշ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesնNoշ 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 growthcompany. 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 filerնAccelerated filerնSmaller reporting companyշNon-accelerated filerշEmerging growth companyն 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 financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.ն Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.ն If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.ն Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesնNoշ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on TheNasdaq Stock Market on June 30, 2025, was approximately $113.8 million. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Reporton Form 10-K to the extent stated herein. The proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year endedDecember 31, 2025. TABLE OF CONTENTS Part I. Item 1.Business1Item 1A.Risk Factors31Item 1B.Unresolved Staff Comments85Item 1C.Cybersecurity85Item 2.Properties87Item 3.Legal Proceedings87Item 4.Mine Safety Disclosures87Part II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities88Item 6.[Reserved]88Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations89Item 7A.Quantitative and Qualitative Disclosures About Market Risk98Item 8.Financial Statements and Supplementary Data98Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure132Item 9A.Controls and Procedures132Item 9B.Other Information133Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections133Part III.Item 10.Directors, Executive Officers and Corporate Governance134Item 11.Executive Compensation134Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters134Item 13.Certain Relationships and Related Transactions, and Director Independence134Item 14.Principal Accounting Fees and Services134Part IV.Item 15.Exhibits and Financial Statement Schedules135Item 16.Form 10–K Summary137Signatures138 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (Annual Report) contains forward-looking statements. All statements other thanstatements of historical facts contained in this Annual Report, including statements regarding our future results ofoperations and financial position, business strategy, commercial activities and costs, research and developmentcosts, timing and likelihood of success, as well as plans and objectives of management for future operations, areforward-looking statements. These statements involve known and unknown risks, uncertainties and other importantfactors that are in some cases beyond our control and may cause our actual results, performance or achievements tobe 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 thisAnnual Report include, but are not limited to, statements about: •estimates of our addressable market, market growth, key performan