0001213900-21-059587 | 10-Q | XBRL Viewer

Nature of Operations and Basis of Presentation

Note 1 — Nature of Operations and Basis of Presentation

SeqLL Inc. (the “Company” or “SeqLL”) was incorporated as a Delaware corporation on April 3, 2014. On April 8, 2014, SeqLL acquired a 100% ownership interest in SeqLL, LLC (“Subsidiary”), a domestic limited liability company formed on March 11, 2013 in the State of Massachusetts. SeqLL is a holding company of the Subsidiary and is a life sciences company focused on the development and application of innovative genetic analysis technologies and the monetization of that technology and related intellectual property. The Subsidiary purchased technology to enable the rapid analysis of large volumes of genetic material by directly sequencing single molecules of DNA or RNA. The Subsidiary’s principal office is located in Woburn, Massachusetts.

Initial Public Offering

On August 31, 2021, the Company completed its initial public offering (“IPO”) whereby it sold 3,060,000 units, each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share (the “Warrants”),at a price to the public of $4.25 per share. The gross proceeds from the IPO were approximately $13 million and were offset by $3.2 million in offering costs, of which $1.6 million was paid in cash and $1.6 million was issued in warrants issued to Maxim Group LLC (“Underwriter”) (see Note 9). In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock (see Note 8). Additionally, the outstanding convertible notes converted into 641,895 shares of common stock (see Note 7).

Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional Warrants, to cover over-allotments in connection with the Offering. The Underwriter partially exercised this option and purchased 459,000 Warrants on August 31, 2021 at $0.01 per Warrant. On September 29, 2021, the Company issued 189,000 shares of common stock to the underwriters at a price of $4.24 per share from the partial exercise of the overallotment option, raising the net proceeds of approximately $730,000, net of offering costs. On August 31, 2021 and September 29, 2021, the Company also issued to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock at an exercise price of $4.675 per share (“Underwriter Warrants”).

Risks and Uncertainties

The Company is subject to a number of risks similar to other companies in its industries, including rapid technological change, competition from larger pharmaceutical and biotechnology companies and dependence on key personnel.

The extent of the impact of the COVID-19 pandemic on the Company’s business continues to be highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a lasting national and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s service providers, suppliers, contract research organizations and the Company’s clinical trials, all of which are uncertain and cannot be predicted. During the past year, the COVID-19 pandemic has adversely affected the Company’s sales and results of operations and may continue to adversely affect its business. The extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, SeqLL, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2021 and its results of operations and cash flows for the three- and nine-month periods ended September 30, 2021, and are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 filed with the Securities and Exchange Commission.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Significant Accounting Policies

Note 2 — Significant Accounting Policies

During the nine months ended September 30, 2021, there were no changes to the significant accounting policies as described in the Company’s audited consolidated financial statements for the year ended December 31, 2020.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include, but are not limited to stock-based compensation expense, research and development accruals, fair value of common stock and warrants and loss on extinguishment of notes. Actual results could differ from those estimates and changes in estimates may occur.

Inventory

Inventory consists of finished goods, work-in-process and raw materials and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. As the Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory. The Company evaluates the carrying cost of finished goods, work-in-process and raw materials items. To the extent that such costs exceed future demand estimates and/or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of the applicable inventories. Inventory consisted of the following:

	September 30, 2021		December 31, 2020
Raw materials	$	65,053	$	59,416
Work in process		143,662		143,595
Total inventory	$	208,715	$	203,011

Revenue Recognition

The Company’s revenue is generated primarily from the sale of products and research services. Product revenue primarily consists of sales of genetic sequencing equipment and sequencing reagent kits. Research service revenue primarily consists of revenue generated from gene sequencing services and grants.

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs a five-step process. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when (or as) the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company only applies the five-step process to contracts when it is probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer.

The Company evaluates contingent payments to estimate the amount which is not probable of a material reversal to include in the transaction price using the most likely amount method. Future payments that are not within the Company’s control are not considered probable of being achieved until the contingencies are resolved.

Revenue from product sales, including customized sequencing instruments, sequencing reagent kits and off-the-shelf consumables, is recognized generally upon delivery, which is when control of the product is deemed to be transferred.

Revenue from gene sequencing services, using the tSMS platform, is recognized generally as the services are provided to the customer. The components of the sequencing process, including reagent kits and off-the-shelf consumables, sample loader and sequencer, are not distinct within the context of the gene sequencing service contract. This is because in a gene sequencing service contract the reagent kits and other components, such as off-the-shelf consumables, used in the sequencing process, become required inputs to achieve the specified gene sequencing analysis, and the components in the sequencing process are sequential in nature and highly-interrelated as they work together to generate sample-specific data.

The Company has elected to exclude sales tax from revenue. The Company generally has no obligations for returns, refunds and other similar obligations and does not provide separate equipment warranties. For the three months ended September 30, 2021 and 2020, the Company did not recognize any revenue from gene sequencing services. The Company recognized $15,937 and $0 in revenue from product sales for the three months ended September 30, 2021 and 2020, respectively. The Company recognized $16,484 and $41,838 in revenue from gene sequencing services for the nine months ended September 30, 2021 and 2020, respectively. The Company recognized $31,537, and $0 in revenue from product sales for the nine months ended September 30, 2021 and 2020, respectively.

Grant Revenue

The Company’s grant revenues are derived from research programs by various departments of the National Institute of Health (NIH Grants).

The Company recognizes NIH Grants revenue as reimbursable grant costs are incurred up to pre-approved award limits within the budget period. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying consolidated statements of operations. In the three months ended September 30, 2021, the Company earned grant revenue of $34,964 and $85,577, respectively. In the nine months ended September 30, 2021 and 2020, the Company earned grant revenue of $127,009 and $170,092, respectively.

Research and Development Expenses

The Company expenses all research and development costs as incurred. Included in research and development costs are wages, stock-based compensation and benefits of employees and other operational costs related to the Company’s research and development activities, including facility-related expenses and external costs of outside contractors engaged by the Company.

Segments

The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies.

Derivative Instruments

The Company issued warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 718 and ASC 815-40, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification.

At the IPO Date, the Warrants and Underwriter Warrants (see Note 9) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815-40 and ASC 718.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible promissory notes, stock options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	Nine Months Ended September 30,
	2021		2020
Convertible preferred stock		-		5,791,665
Convertible promissory notes		-		408,291
Stock options for common stock		818,915		832,428
Warrants for common stock		4,393,396		596,396

Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements or changes to accounting pronouncements that could be expected to materially impact the Company’s unaudited condensed consolidated financial statements during the nine months ended September 30, 2021, as compared to the recent accounting pronouncements described in Note 2 of the Company’s audited financial statements as of and for the year ended December 31, 2020, which are included in the Prospectus.

Accrued Expenses

9 Months Ended

Sep. 30, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Accrued Expenses

Note 3 — Accrued Expenses

Accrued expenses consist of the following:

	September 30, 2021		December 31, 2020

Accrued interest	$	197,836	$	100,031
Other		-		23,608
	$	197,836	$	123,639

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4 – Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

There were no assets or liabilities measured at fair value at September 30, 2021 and December 31, 2020.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis (See Note 7).

	Convertible Notes
Balance at December 31, 2020	$	-
Issuance of Amended Notes (Note 7)		3,168,236
Change in fair value of convertible notes		195,962
Fair value of convertible notes at IPO date		(3,364,198	)
Balance at September 30, 2021	$	-

At the IPO date, the Amended Notes were converted into 641,895 shares of common stock (see Note 7). The interest expense of $89,239 for the period between the date of the Conversion Agreements related to the Amended Notes (see Note 7) and September 30, 2021 is included in the change in fair value of the Amended Notes.

There are no assets measured at fair value on a recurring basis, nor are there assets or liabilities measured at fair value on a non-recurring basis during the nine months ended September 30, 2021 and 2020.

Share-based Payment Arrangement [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock Option Plan

9 Months Ended

Sep. 30, 2021

Stock Option Plan

Note 5 — Stock Option Plan

The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permits the grant of options for its common stock and shares of common stock to its employees, board members and consultants for up to 3,500,000 shares.

As of September 30, 2021, there were 2,681,085 shares available for future issuance under the 2014 Plan. Generally, option awards are granted with an exercise price equal to the fair value of the Company’s stock at the date of grant and vest over a period of four years. No option may have a term in excess of ten years from the option grant date. Share awards generally vest over a period of four years. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined by the 2014 Plan). No option awards were granted during the nine months ended September 30, 2021.

The stock option activity for the nine months ended September 30, 2021 is as follows:

	Number of Options		Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2020		818,915	$	1.77		6.52
Granted		-		-		-
Exercised		-		-		-
Cancelled/Forfeited		-		-		-
Outstanding and expected to vest as of September 30, 2021		818,915	$	1.77		5.77
Exercisable at September 30, 2021		818,080	$	1.77		5.77

During the three months ended September 30, 2021 and 2020, the Company recorded $214,745 and $7,073 of stock-based compensation, respectively. During the nine months ended September 30, 2021 and 2020, the Company recorded $218,944 and $18,923 of stock-based compensation, respectively. As of September 30, 2021, there was approximately $3,300 of unrecognized compensation expense related to unvested share-based compensation awards, which will be recognized over a weighted average period of approximately one year.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Note 6 — Related Party Transactions

As of September 30, 2021 and December 31, 2020, the outstanding amount due to Daniel Jones, the Company’s Chief Executive Officer, was $0 and $26,000 relating to a series of non-interest-bearing demand loans to us. The loans totaling $26,000 were repaid during the nine months ended September 30, 2021 with a portion of the net proceeds from the IPO.

Daniel Jones also made non-interest bearing demand loans to the Company in the amounts of $90,000 and $50,000 on July 30, 2021 and August 20, 2021, respectively. Both loans were repaid in full with proceeds from the IPO.

At September 30, 2021 and December 31, 2020, the Company had the following outstanding payables to its preferred shareholders for past services:

	September 30, 2021		December 31, 2020
Floral Finance	$	9,849	$	9,849
Genomic Diagnostic Technologies		16,675		16,675
St. Laurent Institute		107,049		113,954
St. Laurent Realty, Inc.		27,913		27,913
Stonemill Center		16,627		16,627
William St. Laurent		15,415		15,415
Total related party payables	$	193,528	$	200,433

William C. St. Laurent, a former member of the Company’s board of directors, relatives of Mr. St. Laurent and entities controlled by the St. Laurent family are controlling shareholders of the Company. These entities are all St. Laurent family-owned entities and are therefore related parties: Genomic Diagnostic Technologies assisted the Company by providing corporate accounting support and preparation of its audited financial statements of 2018 and 2017; St. Laurent Institute, a 501C-3 company, has a bioinformatics team that did work for the Company when it needed bioinformatics specialist support in providing certain sequencing services; St. Realty, Inc. assisted the Company by providing corporate accounting support and preparation of its audited financial statements of 2018 and 2017 before Genomic Diagnostic Technologies took over this role; Stonemill Center assisted the Company by paying for certain out of pocket expenses incurred by William C. St. Laurent in his former role as Chairman of the Board for the Company; and William C. St. Laurent as the former Chairman of the Board accrued Director’s compensation that has not been paid by the Company.

The Company issued the convertible notes and promissory notes to the related parties (see Note 7).

Notes Payable

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Notes Payable

Note 7 — Notes Payable

During the nine months ended September 30, 2021, the Company issued senior secured convertible promissory notes to investors (“Convertible Notes”, hereafter “Amended Notes” after the amendment in March 2021), for total proceeds of $250,000. The Convertible Notes accrued interest at 10% per annum, matured at the earlier of 24 months from issuance or the Company’s next qualified equity offering of a minimum of $7.5 million, and were convertible at $3.75 per share. In connection with these Convertible Notes, the Company issued warrants to purchase the number of common shares equal to 100% of the total amount of shares issuable to the noteholders upon conversion of these Convertible Notes (77,330 shares) at the exercise price equal to $4.10 per share and additional common stock purchase warrants as a placement fee to purchase a number of shares of common stock equal to 8% of the total amount of potential new shares issued to investors (800 shares).

The grant-date fair values of these warrants were immaterial.

On February 3, 2021, the preferred stockholder and the holder of $2,910,710 in the Convertible Notes and Promissory Notes of the Company granted the Company an extension on all their notes to be repaid on or before July 31, 2022. This amendment was accounted for on a prospective basis under the troubled debt restructuring guidance.

During March 2021, the Company entered into a series of agreements with the noteholders to automatically convert $786,730 in outstanding Promissory Notes and $1,305,000 in Convertible Notes (“Amended Notes”), to common stock upon the closing of the IPO (“Conversion Agreements”), of which $1,552,683 is held by St. Laurent Investments, LLC and its affiliates. Under the terms of the Conversion Agreements, $826,020 and $1,265,710 in Amended Notes were converted at the closing of the IPO based on the $3.75 and $3.10 conversion prices, respectively. Since the automatic conversion may result in a material benefit to the noteholders, this amendment was deemed substantive and was accounted for as an extinguishment of debt. Accordingly, the Company recognized a loss on extinguishment of debt totaling $934,257 in the consolidated statement of operations in March 2021, which represents the excess of the fair value of the Amended Notes totaling $3,118,235 over their carrying value of $2,183,978. The fair value of the Amended Notes was estimated using probability weighted expected payouts under various settlement scenarios, discounted to their present value based on the estimated effective rate of return.

On April 29, 2021, the Company entered into an agreement with a noteholder to automatically convert an additional $50,000 in outstanding Amended Notes, including any accrued interest, to common stock upon the closing of the IPO at the conversion price of $3.75 per share.

The Company elected the option to account for the Amended Notes at fair value, with the changes in fair value recognized in the statement of operations.

At the IPO date, the Amended Notes automatically converted based on their original terms into 641,895 shares of common stock. The fair value of the Amended Notes of $3,364,198 immediately prior to the conversion, less $141,884 cash payment related to the accrued interest, was reclassified into the additional paid in capital on the condensed consolidated balance sheet. The fair value of the Amended Notes at the conversion date was estimated based on the fair value of the common stock issued upon the conversion.

The Company recognized a loss from the change in fair value of the Amended Notes between the end of the preceding quarterly period and their conversion at the IPO date of $193,776 during the three-month period ended September 30, 2021. The Company recognized $195,962 in the accounting loss due to the change in fair value of the Amended Notes between the amendment date and their conversion at the IPO date.

For the three months ended September 30, 2021 and 2020, interest expense was $41,066 and $72,768, respectively. For the nine months ended September 30, 2021 and 2020, interest expense was $189,993 and $211,927, respectively.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Disclosure Text Block Supplement [Abstract]

Preferred Stock

9 Months Ended

Sep. 30, 2021

Preferred Stock

Note 8 — Preferred Stock

The Company had outstanding preferred stock as of December 31, 2020, as follows:

	Shares authorized		Shares issued		Issuance price per share
Series A-1 Convertible Preferred Stock				3,125,000	$	0.32
Series A-2 Convertible Preferred Stock				2,666,665	$	1.68
Series A Preferred stock		20,000,000		5,791,665

The Series A-1 Preferred Stock (“Series A-1”) and Series A-2 Preferred Stock (“Series A-2”) collectively the “Preferred Stock”, could be converted at any time at the election of the holder into common stock at an initial conversion price determined by dividing the Series A-1 original issue price of $0.59, as amended, by the Series A-1 conversion price of $0.59; and the Series A-2 original issue price of $3.10, as amended, by the Series A-2 conversion price of $3.10; both were subject to adjustment for stock splits, stock combinations and the like, and to a weighted-average adjustment for future issuances of common stock, warrants or rights to purchase common stock or securities convertible into common stock for a consideration per share that is less than the then-applicable conversion price, subject to certain exceptions listed in the Charter.

The Preferred Stock was subject to automatic conversion upon (i) the closing of an initial public offering of the common stock at a price per share equal to at least $9.25 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalization or the like) in an underwritten public offering in which the Company raised gross proceeds of at least $10 million or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred Stock voting together as a single class.

In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock.

Common Stock Warrants

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Common Stock Warrants

Note 9 — Common Stock Warrants

On March 16, 2021 the Company made a down payment to ShareIntel-Shareholder Intelligence Services, LLC for anticipated services connected to the Company’s planned offering, which was in the form of issuing 9,865 warrants to purchase common stock at $4.10 per share, with an expiration date of June 30, 2024. The warrants are exercisable starting at their issuance dates. As of September 30, 2021, the weighted average exercise price of warrants outstanding was $2.65 per share. The warrants were accounted as equity based on the US GAAP guidance applicable to the instruments indexed to an entity’s own stock.

On August 31, 2021, the Company sold an aggregate of 3,060,000 units at a price to the public of $4.25 per unit, each unit consisting of one share of the Company’s common stock and a Warrant to purchase one share of common stock at an exercise price of $4.25 per share.

In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional Warrants, to cover over-allotments in connection with the Offering. The Underwriter partially exercised this option and purchased 459,000 Warrants on the closing date at $0.01 per Warrant, for the total proceeds of $4,590.

The Warrants are exercisable at any time from the issuance date at $4.25 for common stock shares and have a five year term. The Warrants may be exercised for cash or through cashless exercise.

The Company may redeem the outstanding Warrants, in whole and not in part, at $0.001 per warrant if, after thirteen months from the issuance date, (i) the daily volume weighted average price of the Common Stock for each of 10 consecutive trading days (Measurement Period) exceeds $12.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date), (ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of Warrants are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates.

Pursuant to the Underwriting Agreement, on August 31, 2021 and September 29, 2021, the Company also issued to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock. The Underwriter warrants are exercisable at any time from the issuance date at $4.675 per share of common stock and have a term of five years through August 26, 2026.

The total fair value of the Underwriter Warrants was $1,642,486 at the issuance date. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model based on the following assumptions:

Risk-free interest rate		0.77%-1.01%
Expected life		5 years
Dividend yield		0%
Volatility		67%

The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2021.

Issuance Date	Number of Shares Issuable Upon Exercise of Outstanding Warrants		Exercise Price		Expiration Date
5/4/2017		3,860	$	3.10	5/3/2022
6/14/2017		1,351	$	3.10	6/13/2022
8/30/2018		3,088	$	3.10	8/29/2023
9/30/2018		60,506	$	3.10	9/29/2023
9/30/2018		486,486	$	2.16	9/29/2023
10/17/2018		1,157	$	3.10	10/16/2023
11/2/2018		964	$	3.10	11/1/2023
11/9/2018		964	$	3.10	11/8/2023
11/16/2018		964	$	3.10	11/15/2023
11/29/2018		964	$	3.10	11/28/2023
12/21/2018		964	$	3.10	12/20/2023
12/27/2018		964	$	3.10	12/26/2023
1/31/2019		1,930	$	3.10	1/30/2024
2/7/2019		1,640	$	3.10	2/6/2024
2/21/2019		1,640	$	3.10	2/20/2024
3/20/2019		3,378	$	3.10	3/18/2024
4/8/2019		1,930	$	3.10	4/6/2024
11/19/2020		53,333	$	4.10	11/19/2023
11/19/2020		8,533	$	4.10	11/19/2023
1/8/2021		13,333	$	4.10	6/30/2024
1/11/2021		26,666	$	4.10	6/30/2024
2/13/2021		13,333	$	4.10	6/30/2024
3/16/2021		10,665	$	4.10	6/30/2024
3/16/2021		13,333	$	4.10	6/30/2024
8/31/2021		3,519,000	$	4.25	8/30/2026
8/31/2021		153,000	$	4.675	8/30/2026
9/29/2021		9,450	$	4.675	8/30/2026
		4,393,396

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies

Note 10 — Commitments and Contingencies

In November 2014, the Company entered an office space lease in Woburn, Massachusetts (the “Lease”), which is considered the Company’s corporate headquarters, which was extended through November 30, 2020, and then subsequently further on a month-to-month basis until a notice by either of the parties. This lease was accounted for as a short-term lease with the expense recognized on a straight-line basis over the lease term. The rent expense for this lease was $52,004 and $32,234 for the three months ended September 30, 2021 and 2020, respectively, and $143,970 and $140,257 for the nine months ended September 30, 2021 and 2020, respectively.

Paycheck Protection Program

9 Months Ended

Sep. 30, 2021

Paycheck Protection Program [Abstract]

Paycheck Protection Program

Note 11 — Paycheck Protection Program

On May 5, 2021, the Company applied for and received a loan for $190,100 in connection with the Paycheck Protection Program (“PPP”) pursuant to the CARES Act that was signed into law on March 27, 2020.

The loan has a term of 5 years, is unsecured, and is guaranteed by the Small Business Administration. The loan bears interest at one percent per annum. Loan payments will be deferred for borrowers who apply for loan forgiveness until SBA remits the borrower’s loan forgiveness amount to the lender. If a borrower does not apply for loan forgiveness, payments are deferred 10 months after the end of the covered period for the borrower’s loan forgiveness (between 8 and 24 weeks).

Some or all of the loan may be forgiven if at least 75% of the loan proceeds are used by the Company to cover payroll costs, including benefits, and if the Company maintains it. Employment and compensation within certain parameters during the period following the loan origination date and complies with other relevant conditions.

The Company elected to account for the PPP loan as an in-substance government grant by applying the guidance in International Accounting Standard (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy based on the assessment that it is probable that it will meet both (a) the eligibility criteria for a PPP loan, and (b) the loan forgiveness criteria for all or substantially all of the PPP loan. The other income for the nine months ended September 30, 2020 is related to the PPP loan received in 2020.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Research and Development Expenses

Use of Estimates

Use of Estimates

Inventory

Inventory

	September 30, 2021		December 31, 2020
Raw materials	$	65,053	$	59,416
Work in process		143,662		143,595
Total inventory	$	208,715	$	203,011

Revenue Recognition

Revenue Recognition

Grant Revenue

Grant Revenue

The Company’s grant revenues are derived from research programs by various departments of the National Institute of Health (NIH Grants).

Research and Development Expenses

Segments

Segments

The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies.

Derivative Instruments

Derivative Instruments

Net Loss per Share

Net Loss per Share

The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	Nine Months Ended September 30,
	2021		2020
Convertible preferred stock		-		5,791,665
Convertible promissory notes		-		408,291
Stock options for common stock		818,915		832,428
Warrants for common stock		4,393,396		596,396

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

Disclosure of accounting policy for revenue from contract with customer.

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Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of net loss per share

Schedule of Inventory

	September 30, 2021		December 31, 2020
Raw materials	$	65,053	$	59,416
Work in process		143,662		143,595
Total inventory	$	208,715	$	203,011

	Nine Months Ended September 30,
	2021		2020
Convertible preferred stock		-		5,791,665
Convertible promissory notes		-		408,291
Stock options for common stock		818,915		832,428
Warrants for common stock		4,393,396		596,396

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of accrued expenses consist

	September 30, 2021		December 31, 2020

Accrued interest	$	197,836	$	100,031
Other		-		23,608
	$	197,836	$	123,639

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of changes in Level 3 liabilities measured at fair value

	Convertible Notes
Balance at December 31, 2020	$	-
Issuance of Amended Notes (Note 7)		3,168,236
Change in fair value of convertible notes		195,962
Fair value of convertible notes at IPO date		(3,364,198	)
Balance at September 30, 2021	$	-

Stock Option Plan (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of stock option

	Number of Options		Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2020		818,915	$	1.77		6.52
Granted		-		-		-
Exercised		-		-		-
Cancelled/Forfeited		-		-		-
Outstanding and expected to vest as of September 30, 2021		818,915	$	1.77		5.77
Exercisable at September 30, 2021		818,080	$	1.77		5.77

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of outstanding payables

	September 30, 2021		December 31, 2020
Floral Finance	$	9,849	$	9,849
Genomic Diagnostic Technologies		16,675		16,675
St. Laurent Institute		107,049		113,954
St. Laurent Realty, Inc.		27,913		27,913
Stonemill Center		16,627		16,627
William St. Laurent		15,415		15,415
Total related party payables	$	193,528	$	200,433

Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of outstanding preferred stock

	Shares authorized		Shares issued		Issuance price per share
Series A-1 Convertible Preferred Stock				3,125,000	$	0.32
Series A-2 Convertible Preferred Stock				2,666,665	$	1.68
Series A Preferred stock		20,000,000		5,791,665

Common Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of fair value of the warrants

Risk-free interest rate		0.77%-1.01%
Expected life		5 years
Dividend yield		0%
Volatility		67%

Schedule of outstanding warrants to purchase common stock

Issuance Date	Number of Shares Issuable Upon Exercise of Outstanding Warrants		Exercise Price		Expiration Date
5/4/2017		3,860	$	3.10	5/3/2022
6/14/2017		1,351	$	3.10	6/13/2022
8/30/2018		3,088	$	3.10	8/29/2023
9/30/2018		60,506	$	3.10	9/29/2023
9/30/2018		486,486	$	2.16	9/29/2023
10/17/2018		1,157	$	3.10	10/16/2023
11/2/2018		964	$	3.10	11/1/2023
11/9/2018		964	$	3.10	11/8/2023
11/16/2018		964	$	3.10	11/15/2023
11/29/2018		964	$	3.10	11/28/2023
12/21/2018		964	$	3.10	12/20/2023
12/27/2018		964	$	3.10	12/26/2023
1/31/2019		1,930	$	3.10	1/30/2024
2/7/2019		1,640	$	3.10	2/6/2024
2/21/2019		1,640	$	3.10	2/20/2024
3/20/2019		3,378	$	3.10	3/18/2024
4/8/2019		1,930	$	3.10	4/6/2024
11/19/2020		53,333	$	4.10	11/19/2023
11/19/2020		8,533	$	4.10	11/19/2023
1/8/2021		13,333	$	4.10	6/30/2024
1/11/2021		26,666	$	4.10	6/30/2024
2/13/2021		13,333	$	4.10	6/30/2024
3/16/2021		10,665	$	4.10	6/30/2024
3/16/2021		13,333	$	4.10	6/30/2024
8/31/2021		3,519,000	$	4.25	8/30/2026
8/31/2021		153,000	$	4.675	8/30/2026
9/29/2021		9,450	$	4.675	8/30/2026
		4,393,396

Nature of Operations and Basis of Presentation (Details) - USD ($)	1 Months Ended			9 Months Ended
	Sep. 29, 2021	Aug. 31, 2021	Mar. 31, 2021	Sep. 30, 2021	Apr. 08, 2014
Nature of Operations and Basis of Presentation (Details) [Line Items]
Sale of stock		3,060,000
Common stock exercise price (in Dollars per share)		$ 4.25
Public price per share (in Dollars per share)		$ 4.25
Gross proceeds (in Dollars)		$ 13,000,000	$ 1,552,683
Offering costs (in Dollars)		3,200,000
Cash (in Dollars)		1,600,000
Warrants issued (in Dollars)		$ 1,600,000
Convertible preferred common stock	3,130,622
Outstanding convertible preferred common stock	641,895
Purchase of additional shares				459,000
Additional warrants				459,000
Purchase of warrants		459,000
Warrant price per share (in Dollars per share)		$ 0.01
Company issued of shares	189,000
Underwriters price per share (in Dollars per share)	$ 4.24
Net proceeds (in Dollars)	$ 730,000
Purchase underwriters warrants	162,450	162,450
Exercise price per share (in Dollars per share)	$ 4.675
IPO [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Sale of stock		3,060,000
SeqLL, LLC [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Ownership interest percentage					100.00%

Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Significant Accounting Policies (Details) [Line Items]
sale of revenue	$ 15,937	$ 0	$ 16,484	$ 41,838
Grant revenue	$ 34,964	$ 85,577	127,009	170,092
Product Sales [Member]
Significant Accounting Policies (Details) [Line Items]
sale of revenue			$ 31,537	$ 0

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

Significant Accounting Policies (Details) - Schedule of Inventory - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Schedule of Inventory [Abstract]
Raw materials	$ 65,053	$ 59,416
Work in process	143,662	143,595
Total inventory	$ 208,715	$ 203,011

Significant Accounting Policies (Details) - Schedule of net loss per share - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Convertible preferred stock [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share		5,791,665
Convertible promissory notes [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share		408,291
Stock options [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share	818,915	832,428
Warrants for common stock [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share	4,393,396	596,396

Accrued Expenses (Details) - Schedule of accrued expenses consist - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Schedule of accrued expenses consist [Abstract]
Accrued interest	$ 197,836	$ 100,031
Other		23,608
Total accrued expenses	$ 197,836	$ 123,639

Fair Value Measurements (Details)	9 Months Ended
Fair Value Measurements (Details)	Sep. 30, 2021 USD ($) shares
Fair Value Disclosures [Abstract]
Shares of common stock \| shares	641,895
Fair value of the amended notes \| $	$ 89,239

Fair Value Measurements (Details) - Schedule of changes in Level 3 liabilities measured at fair value	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of changes in Level 3 liabilities measured at fair value [Abstract]
Balance at December 31, 2020
Issuance of Amended Notes	3,168,236
Change in fair value of convertible notes	195,962
Fair value of convertible notes at IPO date	(3,364,198)
Balance at September 30, 2021

Stock Option Plan (Details) - USD ($)	3 Months Ended		9 Months Ended
Stock Option Plan (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Stock Option Plan (Details) [Line Items]
Future issuance of shares (in Shares)	2,681,085		2,681,085
Stock-based compensation	$ 214,745	$ 7,073	$ 218,944	$ 18,923
Unrecognized compensation expense related to unvested share-based compensation awards			$ 3,300
2014 Equity Incentive Plan [Member]
Stock Option Plan (Details) [Line Items]
Grant of options (in Shares)			3,500,000

Stock Option Plan (Details) - Schedule of stock option	9 Months Ended
Stock Option Plan (Details) - Schedule of stock option	Sep. 30, 2021 USD ($) $ / shares shares
Schedule of stock option [Abstract]
Outstanding, Number of Options, beginning (in Dollars) \| $	$ 818,915
Outstanding, Weighted-Average Exercise Price per Share, beginning	$ 1.77
Outstanding, Weighted Average Remaining Contractual Term (in Years), beginning	6 years 6 months 7 days
Granted, Number of Options (in Shares) \| shares
Granted, Weighted-Average Exercise Price per Share
Exercised, Number of Options (in Shares) \| shares
Exercised, Weighted-Average Exercise Price per Share
Cancelled/Forfeited, Number of Options (in Shares) \| shares
Cancelled/Forfeited, Weighted-Average Exercise Price per Share
Outstanding and expected to vest, Number of Options, ending (in Shares) \| shares	818,915
Outstanding and expected to vest, Weighted-Average Exercise Price per Share, ending	$ 1.77
Outstanding and expected to vest, Weighted Average Remaining Contractual Term (in Years), ending	5 years 9 months 7 days
Exercisable, Number of Options (in Shares) \| shares	818,080
Exercisable, Weighted-Average Exercise Price per Share	$ 1.77
Exercisable, Weighted Average Remaining Contractual Term (in Years)	5 years 9 months 7 days

Related Party Transactions (Details) - Daniel Jones [Member] - USD ($)	1 Months Ended		9 Months Ended
	Aug. 20, 2021	Jul. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Outstanding amount due			$ 0	$ 26,000
Repayment of related party debt			$ 26,000
Loans	$ 50,000	$ 90,000

Carrying amount as of the balance sheet date of obligations due all related parties.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Related Party Transactions (Details) - Schedule of outstanding payables - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Total related party payables	$ 193,528	$ 200,433
Floral Finance [Member]
Related Party Transaction [Line Items]
Total related party payables	9,849	9,849
Genomic Diagnostic Technologies [Member]
Related Party Transaction [Line Items]
Total related party payables	16,675	16,675
St. Laurent Institute [Member]
Related Party Transaction [Line Items]
Total related party payables	107,049	113,954
St. Laurent Realty, Inc [Member]
Related Party Transaction [Line Items]
Total related party payables	27,913	27,913
Stonemill Center [Member]
Related Party Transaction [Line Items]
Total related party payables	16,627	16,627
William St. Laurent [Member]
Related Party Transaction [Line Items]
Total related party payables	$ 15,415	$ 15,415

Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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