Item 1.01 Entry Into a Material Definitive Agreement.
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 (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 June 23, 2023, the Company entered into Amendment No. 1 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) pay to IDC and Lyneer Management an
aggregate of $60,000,000 in cash (the "Cash Consideration") and (ii) issue to
(a) IDC and Lyneer Management an aggregate of 69,444,444 shares of the Company's
common stock (the "Lyneer Stock Consideration") and (b) Atlantic 90,422,454
shares of the Company's common stock (the "Atlantic Stock Consideration"), in
each case subject to any change in the outstanding shares of capital stock of
the Company as a result of any stock split, stock dividend or stock distribution
prior to the consummation of the Mergers. The Amendment amends the Lyneer Stock
Consideration to be a number of shares of the Company's common stock equal to
the quotient of $60,000,000 divided by the price per share at which the
Company's common stock is sold in the Capital Raise (the "Offering Price"), of
which 90% percent of such shares will be issued to IDC and 10% percent of such
shares will be issued to Lyneer Management. The Amendment also amends the
Atlantic Stock Consideration to be a number of shares of the Company's common
stock to be determined based upon the following formula:
(A/B) - [(C/B) + D]
Where:
A= $225,000,000
B= the Offering Price
C= $72,000,000
D= number of shares of the Company's common stock sold in the Capital Raise
(exclusive of shares issued in respect of any over-allotment option).
The foregoing description of the Merger Agreement and the Amendment does not
purport to be complete and is qualified in its entirety by the Merger Agreement
and the Amendment, copies of which are filed as Exhibits 2.1 and 2.2,
respectively, 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.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on June 21, 2022, the Company received a deficiency
letter from the Listing Qualifications Department (the "Staff") of the Nasdaq
Stock Market ("Nasdaq") informing the Company that its common stock was below
the minimum $1.00 per share requirement for continued inclusion on The Nasdaq
Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price
Requirement") based on the closing bid price of the common stock for the 30
consecutive business days prior to the date of notice from Nasdaq.
On December 20, 2022, the Company received notice from Nasdaq indicating that,
while the Company had not regained compliance with the Bid Price Requirement,
Nasdaq has determined that the Company was eligible for an additional 180-day
period, or until June 19, 2023, to regain compliance. According to the
notification from Nasdaq, the Staff's determination was based on (i) the Company
meeting the continued listing requirement for market value of its publicly held
shares and all other Nasdaq initial listing standards, with the exception of the
minimum bid price requirement, and (ii) the Company's written notice to Nasdaq
of its intention to cure the deficiency during the second compliance period by
effecting a reverse stock split, if necessary.
On June 20, 2023, the Company received a determination letter from the Staff
stating that the Company has not regained compliance with the Bid Price
Requirement. Accordingly, its securities will be delisted from the Nasdaq
Capital Market. In that regard, unless the Company requests an appeal of this
determination, trading of the Company's common stock and warrants will be
suspended at the opening of business on June 29, 2023, and a Form 25-NSE will be
filed with the Securities and Exchange Commission (the "SEC"), which will remove
the Company's securities from listing and registration on The Nasdaq Stock
Market.
Under applicable Nasdaq rules, the Company may appeal the Staff's determination
to a Hearings Panel (the "Panel") pursuant to the procedures set forth in the
Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of
the Company's securities and the filing of the Form 25-NSE pending the Panel's
decision, and the Company's securities will continue to trade on The Nasdaq
Capital Market until the hearing process is concluded and the Panel issues a
written decision.
The Company currently intends to appeal Nasdaq's determination to a hearings
panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq Listing
Rule 5800 Series and, as disclosed in the Company's Current Report on Form 8-K
dated December 20, 2022, take any steps necessary to effect a reverse stock
split as necessary. In this regard, on June 5, 2023, the Company filed a
preliminary proxy statement with the SEC in connection with the Merger that
contemplates the Company effecting a reverse stock split of its common stock
prior to consummating the proposed public offering of the Company's common stock
in connection with the Merger and the closing of the Merger. A definitive proxy
statement for the proposed reverse stock split will be filed with the SEC and
mailed to the Company's stockholders promptly following the SEC's clearance of
the preliminary proxy statement. Hearings are typically scheduled to occur
approximately 30-45 days after the date of the hearing request. At the Panel
hearing, the Company intends to present a plan to regain compliance with the
Rule, which will include the reverse stock split described in the preliminary
proxy statement filed with the SEC .
There can be no assurance that the Company's plan will be accepted by the Panel
or that, if it is, the Company will be able to regain compliance with the
applicable Nasdaq listing requirements, or that a Panel will stay the suspension
of the Company's securities. If the Company's securities are delisted from
Nasdaq, it could be more difficult to buy or sell the Company's common stock and
warrants or to obtain accurate quotations, and the price of the Company's common
stock and warrants could suffer a material decline. Delisting would also impair
the Company's ability to consummate the Merger and could also impair the
Company's ability to raise capital and/or trigger defaults and penalties under
outstanding agreements or securities of the Company.
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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 business and the timing of expected
business milestones? and the effects of competition on the Company'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
March 16, 2023 and any subsequently filed Quarterly Report on Form 10-Q. The
Company's SEC filings are available publicly on the SEC's website at
www.sec.gov.
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Additional Information and Where to Find It
This document relates to a proposed transaction among the Company, Atlantic and
Lyneer. This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Company intends to file a proxy statement
with the SEC. A definitive proxy statement will be sent to all of the Company's
stockholders as of a record date to be established for voting on the Mergers and
related matters. The Company also will file other documents regarding the
Mergers with the SEC. This document does not contain all the information that
should be considered concerning the Mergers and is not intended to form the
basis of any investment decision or any other decision in respect of the
transactions. Before making any voting or investment decision, investors and
stockholders of the Company are urged to read the proxy statement and all other
relevant documents filed or that will be filed with the SEC in connection with
the Mergers as they become available because they will contain important
information about the Mergers. The Company's stockholders and other interested
persons will be able to obtain, without charge, a copy of the proxy statement
(when available) and other relevant documents filed with the SEC from the SEC's
website at www.sec.gov.
Participants in the Solicitation
The Company, Atlantic and Lyneer and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the Mergers. Information about the Company's
directors and executive officers and their ownership of the Company's securities
is set forth in the Company's filings with the SEC, including the Company's
Annual Report on Form 10-K for the year ended December 31, 2022, which was filed
with the SEC on March 16, 2023. Additional information regarding the interests
of those persons and other persons who may be deemed participants in the
proposed transaction may be obtained by reading the Proxy Statement when it
becomes available. Shareholders, potential investors and other interested
persons should read the Proxy Statement carefully when it becomes available
before making any voting or investment decisions. You may obtain free copies of
these documents as described in the preceding paragraph.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Merger and
does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. No offering of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act, or an exemption from
the registration requirements of the Securities Act.
Important Information About the Proposed Mergers
In connection with the proposed Mergers, the Company will prepare a definitive
proxy statement to be filed with the SEC that will provide additional important
information concerning the proposed Mergers. When completed, a definitive proxy
statement will be mailed to the Company's stockholders. THE COMPANY'S
STOCKHOLDERS ARE STRONGLY ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE COMPANY'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGERS. The Company's stockholders
will be able to obtain, without charge, a copy of the information statement
(when available) and other relevant documents filed with the SEC from the SEC's
website at www.sec.gov.
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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* Agreement and Plan of Reorganization dated as of May 29, 2023 among
the Company, SeqLL Merger LLC, Atlantic Acquisition Corp, Atlantic
Merger LLC, Lyneer Investments, LLC, IDC Technologies, Inc., and Lyneer
Management Holdings LLC. (incorporated by reference to Exhibit 2.1 of
the Company's Current Report ton Form 8-K dated May 29, 2023)
2.2 Amendment No. 1 to Agreement and Plan of Reorganization dated as of
June 22, 2023 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.
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