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United States securities and exchange commission logo
July 3, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Preliminary Proxy
on Schedule 14A
Filed June 5, 2023
File No. 001-40760
Dear Daniel Jones:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy on Schedule 14A, Filed June 5, 2023
Q: What is the value of the Merger consideration?, page 2
1. We note your disclosure
here describing the total consideration for the Merger being
$60,000,000 in cash and
159,866,898 in shares of SeqLL common stock. We also note
that as part of this
proxy you are asking for approval for a 30 to 1 reverse stock split.
Please clarify the
disclosure in this section to make clear where in the sequence of the
reverse stock split and
the increase in authorized common stock this total falls, such that
shareholders may better
compare the proposed Merger consideration to their own
holdings.
Risks Related to the Merger Proposal
The merger is subject to a number of conditions., page 17
2. We note your disclosure
on pages 92 and F-6 that Nasdaq has provided you with notice
that SeqLL is not in
compliance with the minimum bid price requirement. Please disclose
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the risk here, or in a standalone risk factor, that should you be
unable to satisfy Nasdaq's
requirements in the allotted time, Nasdaq may delist SeqLL's common
stock and disclose
the consequences of any delisting. We note that continued listing is a
condition of the
Merger; clarify whether this condition may be waived by either or both
parties.
The Merger will result in changes to SeqLL's board of directors and management
that may affect
the strategy and operations..., page 20
3. We note that following the merger, only David Pfeffer will remain from
the current
SeqLL board. Please include this disclosure, either here or in a
standalone risk factor, that
post-merger the majority of your officers and directors will have no
or limited experience
managing a public company which is required to establish and maintain
disclosure
controls and procedures and internal control over financial reporting.
SeqLL stockholders will experience immediate dilution..., page 23
4. Elaborate upon this risk factor to discuss in greater detail the
additional risks of dilution
from the Capital Raise, by providing an estimated number of shares
that may be issued in
such transaction, as well as the risks of the Stock Distribution.
Risks Related to Lyneer's Business, page 26
5. Revise to include a risk factor that quantifies the amount of debt
Lyneer currently has
outstanding and the repayment terms associated with such debt. Explain
how Lyneer
intends to repay such amounts when due, and any risks associated with
failure to repay
such debt, considering the historical failure of Lyneer to make
certain payments due under
the Seller and Earnout Notes.
Lyneer faces risks associated with litigation and claims., page 27
6. We note your disclosure here that Lyneer is subject to a number of
lawsuits and class
action lawsuits. Please provide some additional details as to the
nature and potential size
of these lawsuits and class action lawsuits. In addition, please also
include a "legal
proceedings" sub-section to the "Information About Lyneer" section
consistent with Item
103 of Regulation S-K.
Lyneer has customer concentration, page 28
7. Revise to clarify the terms of any agreement Lyneer has with this
customer, including the
duration.
Lyneer Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Comparison of the Years Ended December 31, 2022 and 2021:, page 34
8. We note your aggregation of the results of operations of the Successor
period from August
31, 2021 to December 31, 2021 with those of the Predecessor period
from January 1,
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2021 to August 30, 2021. Please tell us how you determined it is
appropriate to combine
these results as your current discussion combines two different bases
of accounting.
Please advise or revise your discussion.
9. Please quantify the extent to which changes in service revenue are
attributable to changes
in prices or to changes in the volume of services being sold. Refer to
Item 303(b)(2)(iii)
of Regulation S-K.
Adjusted EBITDA, page 36
10. We note the adjustments for "severance and salary reductions for staff
positions
eliminated and not replaced" to arrive at the non-GAAP measure
Adjusted
EBITDA. Please tell us more about the reduction in force that occurred
in the year ended
December 31, 2022 and the three months ended March 31, 2023.
Additionally, tell us
how the adjustments are in compliance with Question 100.01 of the
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures (C&DI s).
11. We note litigation costs as an adjustment to arrive at the non-GAAP
measure Adjusted
EBITDA. Please tell us how the adjustment is in compliance with the
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures (C&DI s).
Liquidity and Capital Resources, page 38
12. Please revise your disclosure to provide a comparative analysis of
changes in the reported
amount in each operating, investing and financing cash flows from
period to period.
Refer to Item 303(b) of Regulation S-K for guidance regarding material
changes.
Revolver, page 39
13. We note your disclosure that Lyneer maintains a revolver with IDC of
$125 million.
However, on page 40 you disclose that as of March 31, 2023 the balance
of the revolver
was $66,060,944 and the available borrowing capacity as of the same
date was
$18,316,513. Clarify, if true, that this amount excludes a portion of
the amount due under
the revolver that IDC has agreed to pay and quantify this amount, with
a view to
explaining the difference in the amounts you disclose here and the
total capacity of $125
million.
Proposal I: The Merger Proposal, page 64
14. In an appropriate place in your disclosure, revise to provide a
graphical depiction of the
merger and related transactions discussed in the proxy statement and
depict the ownership
interests of each entity before and after the transactions.
Background of the Merger, page 65
15. Elaborate upon the nature of the "preliminary diligence information
regarding Atlantic"
that was provided after the January 25, 2023 introductory e-mail.
Disclose the terms of the
Daniel Jones
SeqLL, Inc.
July 3, 2023
Page 4
letter of intent Atlantic signed with Lyneer at the time Mr. Bressman
reached out to Mr.
Jones, including any valuation amounts, and explain whether the terms
of that letter of
intent were revised up to the time of execution of the Merger
Agreement.
16. Disclose the material terms of the various drafts of the letter
starting with the "high-level"
version shared on January 27, 2023 up to the final version approved by
the Board on
February 2, 2023. Identify the "improved terms" Mr. Jones had
negotiated. Disclose any
valuation or consideration terms included in the drafts and how and
why such amounts
evolved, if at all.
17. We note your disclosure on page 66 that over the weekend of January 28
and 29 you
considered the fact that Atlantic would not continue SeqLL's current
line of business. We
also note that by February 2nd the board of SeqLL had provided its
unanimous consent to
enter into a non-binding letter of intent with Atlantic. Please
clarify when the board of
SeqLL was able to discuss the end of their current line of business
and pursue a brand new
line of business following the Merger.
18. Explain how you arrived at the $12 million amount of equity value to
be provided to
existing SeqLL stockholders post-merger.
19. Please disclose if any alternatives to Atlantic were considered. If
none, please disclose as
much.
20. We note your disclosure on page 66 that on February 3, 2023 the
preliminary draft of the
merger agreement was shared and on page 68 that on April 28, 2023
McKim's evaluation
deemed the consideration for the transaction as fair to the SeqLL
shareholders. Please
clarify how the amount of consideration was ultimately arrived at in
the intervening time.
21. Identify the independent director that was chosen to represent SeqLL
stockholders, which
was proposed by the Board in late February and early March 2023, and
the role that such
director played throughout the ensuing negotiations.
Merger Consideration, page 77
22. Provide an example of how the adjustment mechanism will adjust the
consideration in the
Merger by disclosing a hypothetical example using an Offering Price of
less than $.864.
Consider using a current stock price, if appropriate, to illustrate
the mechanism.
Proposal III - The Reverse Stock Split Proposal
Reasons for the Reverse Stock-Split, page 92
23. We note that you had until June 19, 2023 to regain compliance with
Nasdaq's minimum
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bid price requirement. In this regard, your Form 8-K dated June 20,
2023 discloses your
Comapany NameSeqLL,
intent Inc. determination to a hearings panel. Please
update your disclosure
to appeal Nasdaq s
July 3, as to your
2023 Pagecurrent
4 status.
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Proposal VII: Asset Sale Proposal
Reasons for the Asset Purchase Agreement, page 105
24. Disclose the value of the pre-Merger business operations and assets,
as well as pre-merger
liabilities, that were considered by SeqLL's board of directors. In
this regard, we note your
risk factor disclosure indicating that certain liabilities will not or
may not be transferred.
Explain how you arrived at the de minimis amount of consideration that
is being offered
for such assets.
25. Disclose whether the Board considered any risks or negative factors
relating to the
proposed asset sale, including Mr. Jones' conflicts in negotiating the
terms of the asset
sale.
Necessity for Stockholder Approval, page 106
26. Clarify the number of shares that would need to vote in favor of the
Asset Purchase
Agreement in order to receive stockholder approval for the
transaction. Clarify whether
"certain of the employees of SeqLL" that are purchasing the business
operations of SeqLL
are also shareholders of SeqLL and, if so, why they are considered
"disinterested"
stockholders.
Information about Lyneer, page 137
27. In an appropriate place in this discussion, explain the material terms
of the agreements
you enter into with your clients in connection with each of the
services you provide.
Directors and Executive Officers
Directors and Executive Officers Following the Merger, page 144
28. We note on page 28 your risk factor describing security breaches and
cybersecurity risks
and risks of data loss due to security breaches as a material risk to
Lyneer's business.
Since cybersecurity and cyber-attacks are a potential risk, please
also disclose in this
section the nature of the board's role in overseeing your
cybersecurity risks, including in
connection with the company's third party providers.
Financial Statements, page F-1
29. Please tell us your consideration of providing audited financial
statements of Atlantic
Acquisition Corp and the accounting basis for your conclusion.
Additionally, we note that
the column for "Atlantic historical" in the unaudited pro forma
financial information
section is currently blank. Please advise.
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Lyneer Notes to Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
Revenue Recognition
Temporary Placement Services Revenue, page F-66
30. Please expand your revenue recognition policy to discuss the nature,
amount, timing, and
uncertainty of revenues and cash flows arising from contracts with
customers. For
instance, you should disclose the typical time frame and payment terms
of contracts.
Refer to ASC 606-10-50-1 and 606-10-50-12.
Note 7: Goodwill and Goodwill Impairment, page F-70
31. We note the entire balance of goodwill recognized in the IDC
transaction was impaired in
the same period as the transaction. Please expand the disclosure to
explain in more detail
the facts and circumstances leading to the impairment charge. See ASC
350-20-50-2(a).
General
32. Tell us the exemption relied upon for the issuance of shares in the
merger transaction, and
the basis for such reliance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant
at 202-551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-3264
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Eric M. Hellige