As filed with the Securities and Exchange Commission on February 1, 2024.
Registration No. 333-272908
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549F
___________________________
AMENDMENT NO. 12 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
SEQLL INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware | 3826 | 46-5319744 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
3 Federal Street
Billerica, MA 01821
(781) 460-6016
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
___________________________
Daniel Jones
Chief Executive Officer
3 Federal Street
Billerica, MA 01821
(781) 460-6016
(Name, address, including zip code, and telephone number, including area code, of agent for service)
___________________________
Copies to:
Eric M. Hellige, Esq. | Elliot H. Lutzker, Esq. | Mitchell S. Nussbaum, Esq. |
___________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 12 (this “Amendment No. 12”) to the Registration Statement on Form S-1 of SeqLL Inc. (File No. 333-272908) (the “Registration Statement”) is being filed as an exhibit-only filing solely to file an updated legal opinion of Pryor Cashman LLP as Exhibit 5.1 (the “Legal Opinion”). Accordingly, this Amendment No. 12 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, and the Legal Opinion filed herewith as Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibits to the registration statement are listed in the Exhibit Index attached hereto and are incorporated by reference herein.
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Incorporation by Reference | ||||||||
Exhibit | Description of Exhibits | Form | Filing | Exhibit | ||||
10.13 | — | ** | — | |||||
10.14 | — | ** | — | |||||
10.15 | — | ** | — | |||||
10.16 | — | ** | — | |||||
10.17 | — | ** | — | |||||
21.1 | S-1 | 4/23/19 | 21.1 | |||||
23.1 | Consent of Wolf & Company, P.C., independent registered public accounting firm | — | ** | — | ||||
23.2 | — | ** | — | |||||
23.3 | — | * | — | |||||
24.1 | Power of Attorney (included on signature page to this registration statement) | — | ** | — | ||||
107 | — | ** | — |
____________
* Filed with this amendment.
** Previously filed.
(b) Financial Statement Schedules.
All other schedules are omitted because they are not required, are not applicable, or the information is included in the financial statements or the related notes to financial statements thereto.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, State of Massachusetts, on this 1st day of February, 2024.
SEQLL INC. | ||||
By: | /s/ Daniel Jones | |||
Daniel Jones |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Daniel Jones | Chief Executive Officer and Chairman | February 1, 2024 | ||
Daniel Jones | (Principal Executive Officer) | |||
/s/ Frances Scally | Chief Financial Officer | February 1, 2024 | ||
Frances Scally | (Principal Financial and Accounting Officer) | |||
/s/ * | Director | February 1, 2024 | ||
Patrice M. Milos | ||||
/s/ * | Director | February 1, 2024 | ||
Douglas Miscoll | ||||
/s/ * | Director | February 1, 2024 | ||
David Pfeffer | ||||
*/s/ Daniel Jones | February 1, 2024 | |||
Daniel Jones |
By: Daniel Jones, as Attorney-in-Fact
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