View:
United States securities and exchange commission logo
November 6, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Amendment No. 6 to
Registration Statement on Form S-1
Filed October 27,
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 September 12,
2023 letter.
Amendment No. 6 to Registration Statement on Form S-1
The Merger, page 2
1. We note your revised
disclosure that in connection with the merger the company will
issue Merger Notes in
the aggregate principal amount of $20 million. We also note your
disclosure on page 25
that the Merger Notes have a maturity date of November 17, 2023.
Please revise this
section to discuss the Merger Notes in greater detail to include their
maturity date and the
company's plans to repay such notes given the short timeframe until
their maturity date.
Additionally, we note that November 17, 2023 appears to be a relevant
date related to
Lyneer's existing indebtedness, forbearance agreement, etc. Please revise
to discuss the
significance of this date in relation to the Merger Notes and Lyneer existing
indebtedness. Please
include enough information so investors can clearly understand the
company's near term
financing requirements.
Daniel Jones
FirstName
SeqLL, Inc.LastNameDaniel Jones
Comapany 6,
November NameSeqLL,
2023 Inc.
November
Page 2 6, 2023 Page 2
FirstName LastName
Liquidity & Capital Resources, page 47
2. We note per the risk factor on page 25 that you believe the net
proceeds from this
offering, together with the cash on hand and cash generated from
operations, will not be
sufficient to pay the Merger Notes and your other outstanding
indebtedness in full when
due. We also note that the maturity date of the Merger Notes is
November 17, 2023.
Please discuss the course of action the company has taken or proposes
to take to remedy
this deficiency pursuant to Item 303 (b)(1)(i) of Regulation S-K.
Additionally, discuss the
consequences of non-payment of the Merger Notes by their maturity
date, including
any impact on other outstanding indebtedness.
Unaudited Pro Forma Condensed Combined Balance Sheets
Note 3: Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 64
3. We note that adjustment 2(d) adjusts to remove all related party
balances from noncurrent
liabilities, including joint and several debt obligations between
Lyneer and IDC, which
will take place immediately prior to the consummation of the merger.
However, we note
on page 50 that it is not expected that Lyneer will be released as an
obligor under the
Term Note, the Seller Notes, and the Earnout notes until the Merger
notes are paid in full.
We further note per page 25 that you will be required to raise
additional funds in order to
repay the Merger Notes. Please revise the pro forma adjustment
accordingly, or advise.
4. Please reflect the Merger Notes that will be issued with the closing
of this offering in the
pro forma balance sheet pursuant to Rule 11 of Regulation S-X.
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