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United States securities and exchange commission logo
August 25, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 15,
2023
File No. 333-272908
Dear Daniel Jones:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
17, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. We note that you have
failed to maintain a minimum bid price for your Nasdaq listing.
Please revise the third
paragraph of the prospectus cover page to clarify whether this
offering is contingent
upon your continued listing on Nasdaq. Additionally, please
include a
cross-reference to the applicable risk factor on page 13 which discusses your
current Nasdaq listing
status. Last of all, please revise the prospectus summary to include
a discussion of this
issue.
Daniel Jones
FirstName
SeqLL, Inc.LastNameDaniel Jones
Comapany
August 25, NameSeqLL,
2023 Inc.
August
Page 2 25, 2023 Page 2
FirstName LastName
Business
Lyneer Service Offerings, page 69
2. Please revise the disclosure of when customers are typically invoiced
and the payment
terms to agree with the disclosure on page 53.
Note 3: Summary of Significant Accounting Policies
Liquidity, page F-7
3. We note the company is in negotiations with the lender and considering
other remedies
within a Forbearance Agreement to cure the covenant violations of the
Revolver. We also
note the non-payment of the over-advance impacted the company's
ability to make other
debt payments. Please tell us how you determined it is not probable
that any other
covenant violations will occur in subsequent interim periods and that
non-current
classification as of June 30, 2023 is appropriate. Please reference
ASC 470 in your
response.
Financial Statements
Notes to the Consolidated Financial Statements as of June 30, 2023
Note 8: Debt
Revolver, page F-12
4. We note The Third Amendment to the Revolver required a $375,000
amendment fee.
Given this additional amount of payment, please tell us how you
determined the
amendment qualified as a debt modification and not as a debt
extinguishment under the
guidance in ASC 470-50-40-6 through 12.
2023 Amendment to Seller and Earnout Notes, page F-14
5. We note the Omnibus Amendment to the Seller and Earnout Notes changed
the interest
rate for all remaining payments to 11.25% per annum from 6.25%. Please
tell us how you
determined the amendment qualified as a debt modification and not as a
debt
extinguishment under the guidance in ASC 470-50-40-6 through 12.
General
6. We note your disclosure on page F-18 that Lyneer is in default under
its Revolver and
Term Loan. We also note the applicable risk factors on page 21. Please
revise the
prospectus summary to include a discussion of this issue to include
Lyneer's current
liquidity situation and its plans to cure any defaults.
Daniel Jones
FirstName
SeqLL, Inc.LastNameDaniel Jones
Comapany
August 25, NameSeqLL,
2023 Inc.
August
Page 3 25, 2023 Page 3
FirstName LastName
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