SeqLL Inc. Files 8-K with Material Agreement

TL;DR

SeqLL Inc. filed an 8-K on 4/15/24, signaling a major deal.

AI Summary

On April 15, 2024, SeqLL, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located at 3 Federal Street, Billerica, MA 01821.

Why It Matters

This 8-K filing indicates a significant event for SeqLL Inc., potentially impacting its business operations and investor relations.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• SeqLL, Inc. (company) — Registrant
• April 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3 Federal Street, Billerica, MA 01821 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $12,750,000 — s defined in the Merger Agreement), pay $12,750,000 of the aggregate $35,000,000 of Cash Co
• $35,000,000 — ment), pay $12,750,000 of the aggregate $35,000,000 of Cash Consideration to IDC in order t
• $3,500,000 — are jointly and severally liable , and $3,500,000 to Lyneer Management, and the balance o
• $18,750,000 — te in the aggregate principal amount of $18,750,000 due on or before July 31, 2024, the pro
• $35 million — he Cash Consideration such that, of the $35 million of aggregate Cash Consideration, $16,25
• $16,250,000 — illion of aggregate Cash Consideration, $16,250,000 will now be paid to IDC in order to rep

Filing Documents

• ea0203770-8k_seqllinc.htm (8-K) — 36KB
• 0001213900-24-033942.txt ( ) — 204KB
• seql-20240415.xsd (EX-101.SCH) — 3KB
• seql-20240415_lab.xml (EX-101.LAB) — 33KB
• seql-20240415_pre.xml (EX-101.PRE) — 22KB
• ea0203770-8k_seqllinc_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Amendment No. 6 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 22, 2023, on October 5, 2023, October 17, 2023, November 3, 2023 and January 16, 2024 (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 April 15, 2024, the Company entered into Amendment No. 6 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 IDC and 10% of the Lyneer Stock Consideration to Lyneer Management, and (ii) with respect to the Cash Consideration (as defined in the Merger Agreement), pay $12,750,000 of the aggregate $35,000,000 of Cash Consideration to IDC in order to repay at the closing of the Mergers outsta

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 statements contain such identifying words. These forward-looking statements are based on the Company, Atlantic and Lyneer's management's 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. 6 to Agreement and Plan of Reorganization dated as of April 15, 2024 by and among the Company, SeqLL Merger LLC, Atlantic Acquisition Corp, Atlantic Merger LLC, Lyneer Investments, LLC, IDC Technologies, Inc. and Lyneer Management Holdings LLC (incorporated herein by reference to Exhibit 2.7 to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-272908) filed with the Commission on April 17, 2024). 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. 2

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: April 18, 2024 SEQLL INC. By: /s/ Daniel Jones Daniel Jones Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR