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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)
April 15, 2024
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, MA |
|
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: None
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 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 outstanding indebtedness for
which IDC and Lyneer are jointly and severally liable, and $3,500,000 to Lyneer Management, and the balance of the Cash Consideration
was to be paid at the closing by the issuance to IDC of a non-interest bearing convertible promissory note in the aggregate principal
amount of $18,750,000 due on or before July 31, 2024, the proceeds of which were to be used by IDC to repay additional outstanding indebtedness
for which IDC and Lyneer are jointly and severally liable. The Amendment amends (i) the Lyneer
Stock Consideration such that the 100% of the Lyneer Stock Consideration will now be issuable to IDC as Lyneer Management is no longer
an owner of Lyneer and, as a result, is no longer a party to the Merger Agreement, and (ii) the Cash Consideration such that, of the $35
million of aggregate Cash Consideration, $16,250,000 will now be paid to IDC in order to repay at the closing of the Mergers outstanding
indebtedness for which IDC and Lyneer are jointly and severally liable, and the balance of
the Cash Consideration will be paid at the closing by the issuance to IDC of a non-interest bearing convertible promissory note in the
principal amount of $18,750,000 due on or before July 31, 2024, the proceeds of which will be used by IDC to repay additional outstanding
indebtedness for which IDC and Lyneer are jointly and severally liable.
The Amendment has also extended
the Termination Date (as defined in the Merger Agreement) to June 30, 2024 and amended the closing conditions to the Mergers to remove
the requirement that the common stock of the Company be listed on the Nasdaq Capital Market upon the closing of the Mergers and to, instead,
require that the common stock of the Company be listed or approved for listing on the Cboe BZX Exchange, Inc. (“CBOE”) upon
the closing of the Mergers and to require that the Company be in compliance with all CBOE rules and regulations.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit
2.1 to this Current Report on Form 8-K. Unless otherwise defined herein, the capitalized terms used
above are defined in the Merger Agreement.
The
foregoing summary of the Merger Agreement and the Amendment have been included to provide investors and securityholders with information
regarding the terms of the Merger Agreement, as amended by the Amendment, and is qualified in its entirety by the terms and conditions
of the Merger Agreement, as amended. It is not intended to provide any other factual information about the Company, Atlantic, Lyneer or
their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement, as amended,
were made only for purposes of such agreement and as of specified dates, were solely for the benefit of the respective parties to such
agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality that differ
from those applicable to investors. Moreover, certain representations and warranties in the Merger Agreement, as amended, may have been
used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, investors should not
rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the Company, Atlantic, Lyneer, Lyneer Management or any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01 Regulation FD Disclosure
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 changes in domestic and foreign markets; the inability of the parties
to successfully or timely consummate the Transactions or to satisfy the closing conditions, including the closing of the Capital Raise;
the failure to realize the anticipated benefits of the Transactions, including as a result of a delay in its consummation; the occurrence
of events that may give rise to a right of one or all of the Company, Atlantic and Lyneer to terminate the definitive agreements related
to the Transactions; the risks related to the growth of the Company’s or Lyneer’s business and the timing of expected
business milestones; and the effects of competition on the Company’s or Lyneer’s future business. Should one or more
of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions
prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be
additional risks that neither the Company, Atlantic or Lyneer presently know or that the Company, Atlantic and Lyneer currently believe
are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information
concerning these and other factors that may impact the Company’s expectations can be found in the Company’s periodic filings
with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on April 10, 2024 and any subsequently filed
Quarterly Report on Form 10-Q and the Company’s Registration Statement on Form S-1 (Registration No. 333-272908), as amended, originally
filed with the SEC on June 23, 2023. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
See
the Exhibit Index below, which is incorporated by reference herein.
* |
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
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. |
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By: |
/s/ Daniel Jones |
|
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Daniel Jones |
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Chief Executive Officer |
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