0001605888
false
0001605888
2023-09-15
2023-09-15
0001605888
SQL:CommonStockParValue.00001PerShareMember
2023-09-15
2023-09-15
0001605888
SQL:WarrantsToPurchaseCommonStockMember
2023-09-15
2023-09-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 15, 2023
SEQLL INC.
(Exact name of registrant as specified in charter)
Delaware |
|
001-40760 |
|
46-5319744 |
(State or other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3 Federal Street
Billerica, Massachusetts |
|
01821 |
(Address of Principal Executive Offices) |
|
(zip code) |
(781) 460-6016
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $.00001 per share |
|
SQL |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
|
SQLLW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
On September 15, 2023, the
SeqLL Inc. (the “Company”) issued a press release announcing the record date of September 26, 2023 for a cash dividend and
a stock dividend to be paid or issued to the holders of the Company’s common stock, par value $0.00001 per share (the “Common
Stock”), pursuant to the terms of the Agreement and Plan of Reorganization dated as of May 29, 2023, as amended (the “Merger
Agreement”), 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. The amount of the cash dividend will be determined in connection with the closing
of the transactions contemplated by the Merger Agreement. The number of shares to be issued in the stock dividend will be determined based
on the price per share at which the Common Stock is sold in the Capital Raise, as defined in the Merger Agreement. The cash dividend and
the stock dividend are contingent upon, and subject to, the closing of the transactions contemplated by the Merger Agreement. Additional
information regarding the cash dividend and the stock dividend is set forth under the heading “Proposal I – The Merger Proposal”
in the Company’s proxy statement included in the Company’s Schedule 14A filed with the Securities and Exchange Commission
on August 10, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General
Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission
as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The information in this report
and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. There can be no assurance that dividends discussed above will be declared. The declaration of the dividends
discussed above is subject to the consummation of the transactions contemplated by the Merger Agreement, including the consummation of
the Capital Raise, of which there can be no assurance.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: September 15, 2023 |
SEQLL INC.
|
|
By: |
/s/ Daniel Jones |
|
Name:
Title: |
Daniel Jones
Chief Executive Officer
|
-2-
Exhibit 99.1
SEQLL
ANNOUNCES CASH AND STOCK DIVIDEND RECORD DATE
BILLERICA,
Mass., September 15, 2023 -- SeqLL Inc. (“SeqLL” or the “Company”) (Nasdaq: SQL, SQLLW), announced today that
its board of directors has set September 26, 2023 as the record date for its special stock dividend and cash dividend to be made to the
holders of its common stock pursuant to the terms of the Agreement and Plan of Reorganization dated as of May 29, 2023, as amended (the
“Merger Agreement”), 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. The dividend distribution of shares of common stock of the
Company and the cash dividend will be made to all SeqLL common stockholders of record as of the close of business on September 26, 2023
(the "Record Date"). The cash and stock dividends, which are contingent upon, and subject to, the consummation of the transactions
contemplated by the Merger Agreement, are expected to be completed on or about October 2, 2023 (the "distribution date"), subject
to certain conditions.
The
amount of the cash dividend will be determined in connection with the closing of the transactions contemplated by the Merger Agreement.
The number of shares to be issued in the stock dividend will be determined based on the price per share at which the Company’s
common stock is sold in a public offering to be completed prior to the closing under the Merger Agreement. No fractional shares will
be distributed in the stock dividend. Additional information regarding the cash dividend and the stock dividend is set forth under the
heading “Proposal I – The Merger Proposal” in the Company’s proxy statement included in the Company’s Schedule
14A filed with the Securities and Exchange Commission on August 10, 2023 (the “Proxy Statement”).
No
vote or action is required by SeqLL shareholders to receive the special stock and cash dividends. SeqLL shareholders who hold their shares
through brokers or other nominees will have their shares of common stock and cash dividend credited to their accounts by their nominees
or brokers.
Shareholders
are encouraged to consult with their financial advisor regarding the specific implications of trading SeqLL common stock prior to or
on the Record Date.
About
SeqLL Inc.
SeqLL
is a technology company providing life sciences instrumentation and research services in collaborative partnerships aimed at the development
of novel scientific assets and intellectual property across multiple “omics” fields. The Company leverages its expertise
with the True Single Molecule Sequencing (“tSMS®”) platform to empower scientists and researchers with improved genetic
tools to better understand the molecular mechanisms of disease that is essential to the continued development of new breakthroughs in
genomic medicine, and that hopefully address the critical concerns involved with today’s precision medicine.
Forward
Looking Statements
This
press release contains certain forward-looking statements. Forward-looking statements are based on the Company's current expectations
and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements
may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions and the negatives of those terms. Forward-looking
statements include statements made about the proposed special stock and cash dividends and the proposed transactions contemplated by
the Merger Agreement, including the proposed public offering of the Company’s common stock, the net proceeds of which will be used
to, among other things, effect the transactions contemplated by the Merger Agreement. Prospective investors are cautioned not to place
undue reliance on such forward-looking statements, which speak only as of the date of this presentation. The Company undertakes no obligation
to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Important factors
that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s
filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2022 under
the caption “Risk Factors.”
This
Press Release does not constitute an offer of any securities for sale under the Capital Raise. The securities to be issued in the Merger
will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. SeqLL stockholders should read the Proxy Statement for additional information
regarding the proposed special stock dividend and cash dividend. SeqLL stockholders can review the Proxy Statement and the Merger Agreement
and any other relevant documents for free at the SEC’s website, www.sec.gov. Contacts:
John
W. Kennedy
Investor Relations
Tel: +1 (914) 727-7764
Email: jwkennedy@seqll.com
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SQL_CommonStockParValue.00001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SQL_WarrantsToPurchaseCommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
SeqLL (NASDAQ:SQL)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
SeqLL (NASDAQ:SQL)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024