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United States securities and exchange commission logo
November 9, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Amendment No. 7 to
Registration Statement on Form S-1
Filed November 7,
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 6, 2023
letter.
Amendment No. 7 to Registration Statement on Form S-1
Risk Factors
General Risks Affecting Our Business
We will be required to raise additional funds prior to the maturity date
of the Merger Note to
repay such Note and our other outstanding..., page 25
1. We note your response
to comment one that the maturity date of the Merger Note is now
April 30, 2024. Please
update this risk factor to reflect that new maturity date.
Capitalization, page 37
2. Please expand note (1)
to clearly explain that the joint and several debt will not be
released until the
Merger Note is paid in full, and explain here, or provide a cross
reference to a
discussion on the company's plans for Merger Note repayment.
Daniel Jones
SeqLL, Inc.
November 9, 2023
Page 2
Unaudited Pro Forma Condensed Combined Balance Sheets
Note 3: Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 68
3. We note your response to prior comment four, but are unable to locate an
adjustment to
Current Liabilities for the $20,000,000 Merger Note. Please advise.
4. Please revise adjustment 2(d) to clearly explain the assumptions involved
in adjusting
notes payable pursuant to Item 11-02(a)(8) of Regulation S-X.
Additionally, the note
should clearly list the components of the adjustment, or the adjustments
should be listed
separately in the adjustment column on the pro forma balance sheet.
5. We note your response to prior comment three that Lyneer has only
reflected the $35
million of debt obligations it expects to be responsible for repayment;
however, we note
that the joint and several debt will not be released until the Merger
Note is paid in full, and
that you believe you do not have sufficient liquidity and capital
resources to pay the
Merger Note in full when due. Additionally, we note that Lyneer and IDC
do not expect
to cure events of default on the existing indebtedness prior to the
November 17, 2023
forbearance extension. It therefore appears that the historical notes
payable should not be
adjusted, and that the total amount of Lyneer's historical notes payable
should be
classified as current in the pro forma balance sheet. Please revise or
expand your
disclosure to clearly explain how the consummation of transactions
supporting the current
presentation have occurred or are probable pursuant to Item 11-01(a)(8)
of Regulation S-
X. Please note that changes in presentation should also be made to the
pro forma as
adjusted column in the Capitalization table on page 37.
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,
FirstName LastNameDaniel Jones
Division of
Corporation Finance
Comapany NameSeqLL, Inc.
Office of Trade &
Services
November 9, 2023 Page 2
cc: Eric M. Hellige
FirstName LastName