SeqLL Reports Material Definitive Agreement on Jan 16

TL;DR

**SeqLL just signed a big deal, details pending, could move the stock.**

AI Summary

SeqLL, Inc. filed an 8-K on January 18, 2024, reporting an event on January 16, 2024, related to an "Entry into a Material Definitive Agreement." The filing indicates that SeqLL's Common Stock (SEQL) and Warrants (SQLLW) are registered on The Nasdaq Market LLC. While the specific details of the agreement are not disclosed in this summary, the filing signals a potentially significant corporate action. This matters to investors because material agreements can impact the company's financial health, strategic direction, and ultimately, the stock's value.

Why It Matters

This filing indicates SeqLL, Inc. has entered into a significant agreement, which could impact its operations, financial performance, and future growth prospects. Investors should monitor for further details to understand the implications for their investment.

Risk Assessment

Risk Level: medium — The risk is medium because a material definitive agreement has been entered into, but the specific terms and potential impact on SeqLL, Inc. are not yet disclosed, creating uncertainty.

Analyst Insight

A smart investor would closely monitor SeqLL, Inc.'s subsequent filings and press releases for the specific terms and implications of this 'Material Definitive Agreement' before making any investment decisions.

Key Numbers

• $0.00001 — Common Stock Par Value (The par value per share for SeqLL's Common Stock.)

Key Players & Entities

• SeqLL, Inc. (company) — registrant
• The Nasdaq Market LLC (company) — exchange where securities are registered
• $0.00001 (dollar_amount) — par value per share of Common Stock
• January 16, 2024 (date) — date of earliest event reported
• January 18, 2024 (date) — filing date of the 8-K

Forward-Looking Statements

• SeqLL, Inc. will release further details about the 'Material Definitive Agreement'. (SeqLL, Inc.) — high confidence, target: Q1 2024
• The stock price of SEQL may experience volatility upon the announcement of the agreement's specifics. (SEQL) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $20,000,000 — s defined in the Merger Agreement), pay $20,000,000 of the aggregate $35,000,000 of Cash Co
• $35,000,000 — ment), pay $20,000,000 of the aggregate $35,000,000 of Cash Consideration to IDC and Lyneer
• $35 million — he Cash Consideration such that, of the $35 million of aggregate Cash Consideration, $12,75
• $12,750,000 — illion of aggregate Cash Consideration, $12,750,000 will now be paid to IDC in order to rep
• $3,500,000 — are jointly and severally liable , and $3,500,000 will be paid to Lyneer Management, and
• $18,750,000 — te in the aggregate principal amount of $18,750,000 due on or before July 31, 2024, the pro

Filing Documents

• ea191806-8k_seqll.htm (8-K) — 40KB
• ea191806ex2-1_seqll.htm (EX-2.1) — 23KB
• 0001213900-24-004523.txt ( ) — 283KB
• seql-20240116.xsd (EX-101.SCH) — 4KB
• seql-20240116_def.xml (EX-101.DEF) — 26KB
• seql-20240116_lab.xml (EX-101.LAB) — 36KB
• seql-20240116_pre.xml (EX-101.PRE) — 25KB
• ea191806-8k_seqll_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Amendment No. 5 to the Merger Agreement As previously reported, on May 29, 2023, SeqLL, Inc., a Delaware corporation (the "Company"), SeqLL Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("Purchaser Sub"), Atlantic Acquisition Corp, a Delaware corporation ("Atlantic"), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic ("Atlantic Merger Sub"), Lyneer Investments, LLC, a Delaware limited liability company ("Lyneer"), IDC Technologies, Inc., a California corporation ("IDC"), and Lyneer Management Holdings LLC, a Delaware limited liability company ("Lyneer Management"), entered into an Agreement and Plan of Reorganization, as amended on June 23, 2023, on October 5, 2023, October 17, 2023 and November 3, 2023 (the "Merger Agreement"), pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity (the "Lyneer Merger"), and (ii) Purchaser Sub will subsequently be merged with and into Lyneer, with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of the Company (the "SeqLL Merger" and, together with the Lyneer Merger, the "Mergers"). On January 16, 2024, the Company entered into Amendment No. 5 to the Agreement and Plan of Reorganization (the "Amendment") with the other parties thereto. Prior to the Amendment, as consideration for the acquisition by the Company of Lyneer in the Mergers, the Company was to (i) with respect to the Lyneer Stock Consideration (as defined in the Merger Agreement), issue 90% of the Lyneer Stock Consideration to Prateek Gattani, the Chief Executive Officer and principal stockholder of IDC and the Chairman of the Board of the Company following the Mergers, and 10% of the Lyneer Stock Consideration to Lyneer Management, and (ii) with respect to the Cash Consideration (as defined in the Merger Agreement), pa

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure

Forward-Looking Statements

Forward-Looking Statements The information included herein and in any oral statements made in connection herewith include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the transactions described herein (the "Transactions"), the Company's ability to consummate the Transactions and raise capital prior to the Mergers, the benefits of the Transactions, the Company's future financial performance following the Transactions, as well as the Company's and Atlantic's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. These risks include, but are not limited to, general economic, financial, legal, political and business conditions and

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits See the Exhibit Index below, which is incorporated by reference herein. Exhibit No. Description 2.1* Amendment No. 5 to Agreement and Plan of Reorganization dated as of January 16, 2024 among the Company, SeqLL Merger LLC, Atlantic Acquisition Corp, Atlantic Merger LLC, Lyneer Investments, LLC, IDC Technologies, Inc. and Lyneer Management Holdings LLC 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) * Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 18, 2024 SEQLL INC. By: /s/ Daniel Jones Daniel Jones Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR