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United States securities and exchange commission logo
November 13, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Amendment No. 8 to
Registration Statement on Form S-1
Filed November 13,
2023
File No. 333-272908
Dear Daniel Jones:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our November 9, 2023
letter.
Amendment No. 8 to Registration Statement on Form S-1, Filed November
13, 2023
Cover Page
1. We note your disclosure
on the prospectus cover page that your "common stock is
currently listed for
trading on the Nasdaq Capital Market under the symbol 'SQL.'" We
also note your
disclosure on page 5 that Nasdaq has determined to delist your securities
from Nasdaq and suspend
trading in those securities effective at the open of trading on
November 13, 2023, that
you have requested a hearing and that discussions with Nasdaq
are continuing. Please
revise the cover page to update and confirm your listing status. If
the securities being
offered are not listed on a national securities exchange, please disclose
the principal United
States market where the company has sought and achieved
quotation. Refer to
Item 501(b)(4) of Regulation S-K.
Daniel Jones
FirstName
SeqLL, Inc.LastNameDaniel Jones
Comapany 13,
November NameSeqLL,
2023 Inc.
November
Page 2 13, 2023 Page 2
FirstName LastName
Prospectus Summary, page 1
2. We note your disclosure on page 23, as well as the disclosure on page
49, describing the
substantial doubt in Lyneer's ability to continue as a going concern.
Please include such
disclosure in this section, including whether you expect that Lyneer's
existing cash
balances will be sufficient to meet working capital and capital
expenditure needs for the
next twelve months. Please include cross-references to the applicable
risk factors and your
Liquidity & Capital Resources discussion. Additionally, please update
the Modifications
to Lyneer's Debt Facilities section on page 5 to disclose the most up
to date information
regarding Lyneer's debt facilities. In this regard, we note your
disclosure throughout the
prospectus that Lyneer does not expect to cure such events of default
prior to November
17, 2023 and has not obtained an extension of the Forbearance
Agreement.
Please 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 Donald Field at
202-551-3680
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Eric M. Hellige