Seer, Inc. entered into Amendment No. 1 to its Tax Benefit Preservation Plan on March 13, 2026, clarifying the definition of 'Beneficial Ownership' to align with Treasury Regulation § 1.382-3(a)(1) and moot a stockholder lawsuit in the Delaware Court of Chancery. The company agreed to pay plaintiff's counsel a $250,000 mootness fee to dismiss the action solely to avoid litigation costs.
Key takeaways
Entered Amendment No. 1 on March 13, 2026, amending Tax Benefit Preservation Plan dated February 26, 2026, between Seer, Inc. and Computershare Trust Company, N.A.
Amendment clarifies 'Beneficial Ownership' definition and interaction with Treasury Regulation § 1.382-3(a)(1).
Responds to amended complaint in Taylor v. Farokhzad, C.A. No. 2025-1232-PAF, filed March 3, 2026.
Agreed to $250,000 mootness fee payment to fully satisfy plaintiff's counsel fees, costs, and expenses.