Seer (SEER) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01We are an early-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
2. 02We 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
3. 03general industry, economic and market conditions such as inflation, interest rates, bank failures and other factors, including factors unrelated to our operating performance or the operating performance of our competitors
4. 04The 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
5. 05We are in the early stages of commercialization, and we may not be able to commercialize the Proteograph Product Suite as planned
6. 06Even 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
7. 07the impact of our investments in product innovation and commercial growth
8. 08If our sales force is less successful than anticipated, we may not be successful in commercializing the Proteograph Product Suite
9. 09our sales, marketing and customer service and support force may be unable to initiate and execute successful commercialization activities
10. 10Even 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
11. 11Health epidemics could adversely impact our business and operations
12. 12decreases in government funding of research and development; and
13. 13Unfavorable U.S. or global economic conditions could adversely affect our ability to raise capital and our business, results of operations and financial condition
14. 14Adverse 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
15. 15If we do not sustain or successfully manage our growth or financial resources, our business and prospects will be harmed
16. 16We 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
17. 17The departure of one or more of our executive officers, senior management team members, or other key employees could be disruptive to our business until we are able to hire qualified successors. We do not maintain “key person” life insurance on our senior management team
18. 18We expect to be dependent upon revenue generated from the sale of the Proteograph Product Suite and related services for the foreseeable future
19. 19Our sales have been concentrated in a small number of customers
20. 20market acceptance of relatively new technologies, such as the Proteograph Product Suite
21. 21We have limited experience producing and supplying our products, and we may be unable to consistently manufacture or source our SP100 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
22. 22Our 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
23. 23legal claims against us, including product liability, hazardous material or environmental compliance claims, which could be costly and time consuming to defend and result in substantial damages
24. 24If 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
25. 25As 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
26. 26difficulties protecting, maintaining, enforcing or procuring intellectual property rights
27. 27If one or more of these risks occurs, it could require us to dedicate significant resources to remedy such occurrence, and if we are unsuccessful in finding a solution, our financial results will suffer
28. 28The life sciences technology market is highly competitive. If we fail to compete effectively, our business and results of operations will suffer
29. 29better established, larger scale and lower cost manufacturing capabilities
30. 30We 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
31. 31financing capital expenditures and general and administrative expenses
32. 32the effect of competing technological and market developments
33. 33We 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
34. 34We may not realize the benefits of PrognomiQ as a separate healthcare company in the area of disease testing
35. 35the formation of PrognomiQ and our continuing equity position in PrognomiQ may add complexities to our business from a finance, tax and accounting perspective

Risks Related to Financial Reporting

1. 36If 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
2. 37An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not identify. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation

Risks Related to our Intellectual Property

1. 38The 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
2. 39We may not be able to protect our intellectual property rights throughout the world
3. 40Issued patents covering our products or services could be found invalid or unenforceable if challenged
4. 41If 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
5. 42We may be subject to claims challenging the inventorship of our patents and other intellectual property
6. 43We 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
7. 44Patent 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
8. 45Obtaining 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
9. 46Our 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
10. 47the priority of invention of patented technology
11. 48If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products or services in the future
12. 49Certain 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
13. 50Our 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
14. 51Intellectual property rights do not necessarily address all potential threats

Risks Related to Ownership of Our Class A Common Stock

1. 52An active trading market for our Class A common stock may not be sustained
2. 53If 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
3. 54The market price of our Class A common stock has been and may continue to be volatile
4. 55health epidemics such as the COVID-19 pandemic, natural disasters or major catastrophic events
5. 56The multi-class structure of our common stock will have the effect of concentrating voting control with certain stockholders and it may depress the trading price of our Class A common stock
6. 57If 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
7. 58Sales 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
8. 59There can be no assurance that we will repurchase shares of our Class A common stock or that we will repurchase shares at favorable prices
9. 60We 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
10. 61Delaware 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
11. 62advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders
12. 63Our 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
13. 64We continue to incur significant increased costs and management resources as a result of operating as a public company

General Risks

1. 65Environmental, 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
2. 66If 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
3. 67If 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