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United States securities and exchange commission logo
December 15, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Amendment No. 9 to
Registration Statement on Form S-1
Filed December 5,
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 13,
2023 letter.
Amendment No. 9 to Registration Statement on Form S-1, Filed December 5,
2023
Cover Page
1. We note your response
to comment 1 and reissue in part. We acknowledge your disclosure
stating that your
shares are traded in "the over-the-counter market." Please revise to
disclose with greater
specificity which over-the-counter market your shares are quoted on.
It appears they are
quoted on the OTC Pink tier of the trading system operated by OTC
Markets Group Inc.
Please revise and clarify as applicable. Refer to Item 501(b)(4) of
Regulation S-K.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 71
2. We note Lyneer has only
reflected the $35 million of the joint and several debt obligations
it expects to be
responsible for repayment; however, it is not clear whether a forbearance
agreement has been
signed and how likely it is that Lyneer will only be responsible for the
Daniel Jones
SeqLL, Inc.
December 15, 2023
Page 2
$35 million. 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.
Lyneer Investments, LLC and Subsidiaries Condensed Consolidated Balance Sheet,
page F-2
3. Please tell us how you determined that non-current classification of the
notes payable as
of September 30, 2023 is appropriate and the basis for your conclusion.
Please reference
ASC 470 in your response, including ASC 470-10-45 and ASC 470-10-55-2
through 6.
Note 3: Summary of Significant Accounting Policies
Liquidity, page F-7
4. Please tell us how you determined it was probable that management's plan
will be
effectively implemented within one year after the date that the financial
statements are
issued, especially in light of the expected short term extension of
February 28, 2024.
Include in your response a description of the facts and circumstances
that have changed
since your previous assessment that there was substantial doubt about the
entity's ability to
continue as a going concern. Please reference ASC 205-40 in your
response.
Note 16: Subsequent Events, page F-20
5. Please confirm whether the extended Forbearance and Omnibus agreements
have already
been signed, and if they have not, tell us the current status of
negotiations.
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
December 15, 2023 Page 2
cc: Eric M. Hellige
FirstName LastName