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United States securities and exchange commission logo
July 17, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Registration
Statement on Form S-1
Filed June 23, 2023
File No. 333-272908
Dear Daniel Jones:
We have reviewed your 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.
Registration Statement on Form S-1 Filed June 23, 2023
The Offering, page 6
1. We note your disclosure
on page 7 that you refer to an "initial offering price." We believe
this to be a typo, but
please clarify.
2. We note your disclosure
that there is no established public market for the Warrants being
registered. Please
describe the factors considered in determining the exercise price of the
warrants. Refer to Item
505(b) of Regulation S-K.
Daniel Jones
FirstName
SeqLL, Inc.LastNameDaniel Jones
Comapany
July NameSeqLL, Inc.
17, 2023
July 17,
Page 2 2023 Page 2
FirstName LastName
Risk Factors, page 11
3. We note that in your preliminary proxy statement, filed June 5, 2023,
you included a risk
factor detailing the risks associated with substantial transaction
costs in connection with
the Merger. Please include this risk factor in this registration
statement or explain why it is
not material.
4. We note that in your preliminary proxy statement, filed June 5, 2023,
you included a risk
factor detailing the risks associated with actions taken by SeqLL's
officers and directors to
increase the likelihood of approval of the Merger having a depressive
effect on the price
of your common stock. Please include this risk factor in this
registration statement or
explain why it is not material.
5. We note recent instances of extreme stock price run-ups followed by
rapid price declines
and stock price volatility seemingly unrelated to company performance
following a
number of recent public offerings, particularly among companies with
relatively smaller
public floats. Revise to include a separate risk factor, or supplement
an existing risk
factor, addressing the potential for rapid and substantial price
volatility and discuss the
risks to investors when investing in stock where the price is changing
rapidly. Clearly
state that such volatility, including any stock-run up, may be
unrelated to your actual or
expected operating performance and financial condition or prospects,
making it difficult
for prospective investors to assess the rapidly changing value of your
stock.
Risks Related to this Offering and Ownership of Our Common Stock and Warrants
We do not anticipate paying any cash dividends on our common stock in the
foreseeable future
and, as such, capital appreciation, if any..., page 29
6. We note your disclosure on page 3 that you will be declaring a cash
dividend as a
requirement of the Merger Agreement. However, your risk factor here
states that you
"have never declared or paid cash dividends." Please clarify this
discrepancy. Make
consistent changes under "Dividend Policy," on page 33.
General
7. Please see our comments on the Proxy Statement filed June 5, 2023 and
apply them here,
as applicable.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Daniel Jones
SeqLL, Inc.
July 17, 2023
Page 3
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,
FirstName LastNameDaniel Jones
Division of Corporation
Finance
Comapany NameSeqLL, Inc.
Office of Trade &
Services
July 17, 2023 Page 3
cc: Eric M. Hellige
FirstName LastName