United States securities and exchange commission logo
June 11, 2021
Daniel Jones
Chief Executive Officer
SeqLL Inc.
317 New Boston Street, Suite 210
Woburn, Massachusetts 01801
Re: SeqLL Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 28, 2021
File No. 333-254886
Dear Mr. Jones:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
27, 2021 letter.
Amendment No. 1 to S-1, Filed May 28, 2021
Cover Page
1. We note that you have
checked the Rule 415 box on your outside cover page, yet
disclosures elsewhere
indicate that this is a firm commitment, underwritten offering.
Please advise or
revise.
Summary
Overview, page 1
2. We note your response
to our prior comment number 5. Your response letter indicates that
future products to be
developed could reveal previously-unknown molecular structures
and perform genome
structural analysis, not that any of your products currently have such
Daniel Jones
FirstName
SeqLL Inc.LastNameDaniel Jones
Comapany
June NameSeqLL Inc.
11, 2021
June 11,
Page 2 2021 Page 2
FirstName LastName
ability. However, your disclosure on pages 1 and 5 indicates these are
features of your
current technology. Please reconcile these statements, and to the
extent your products
currently have these features, please revise the disclosure to state
how they work.
Our Customers and Collaborators, page 7
3. We note your response to our prior comment number 8 where you state
that you have not
yet entered into any material agreements with any of these entities as
to how your
technology will be used by them in the future. Please clarify whether
you have any
agreements with these customers and collaborators that govern your
existing relationship
with them, not just future use. If so, please describe and file such
agreements or advise.
Risk Factors, page 14
4. We note your response to our prior comment number 9. Please revise
page 31 to clarify
the percentage that will be held by insiders if an anchor investor
insider purchased
additional shares in this offering, as indicated on the cover, and the
percentage held by
insiders in the event that the anchor investors do not purchase any
shares.
Critical Accounting Policies and Estimates, page 51
Revenue Recognition, page 52
5. We note your response to comment 13, in which you state that the
components of the
genetic sequencing process, including consumables, "are not distinct
and do not have a
stand-alone value to the customer." However, you disclose on pages 52,
F-9 and F-25 that
"[r]evenue from product sales, including customized sequencing
instruments and
sequencing reagent kits, is recognized generally upon delivery, which
is when control of
the product is deemed to be transferred." Based on this disclosure, it
appears that these
"product sales" are recognized at a point in time, are distinct, have
a stand-alone value
and/or represent a separate performance obligation, which appears
inconsistent with your
response. Please explain the circumstances under which revenue from
"product sales" is
recorded apart from the generation of specific sample data performance
obligations and
quantify the materiality thereof or revise your disclosures
accordingly.
Executive Compensation, page 78
6. We note your response to our prior comment number 17 and the
Outstanding Equity
Awards at Fiscal Year-End table added to page 82. The table headings
include two
footnotes that are not explained in the disclosure. Please revise to
explain these footnotes
and also add the footnote required by Instruction 2 to Item 402(p)(2)
of Regulation S-K.
Certain Relationships and Related Party Transactions, page 86
7. We note your response to our prior comment number 20 and the
disclosure added to page
F-28. Please revise the Certain Relationships and Related Party
Transactions section of the
prospectus to describe the arrangements detailed on page F-28 between
the Company and
Daniel Jones
SeqLL Inc.
June 11, 2021
Page 3
each of these entities associated with William C. St. Laurent.
Financial Statements for the Period Ended March 31, 2021
Note 1 - Nature of Operations and Basis of Presentation
Risks and Uncertainties, page F-23
8. You state "[w]hile to date, the Company has not experienced any
significant changes in
our business as a result of the COVID -19 pandemic, the extent to which
the COVID -
19 pandemic may in the future materially impact the Company s financial
condition,
liquidity or results of operations is uncertain." We note your statement
on page 17 that the
pandemic has "adversely affected our sales and results of operations
during 2020 and the
first quarter of 2021." Please revise accordingly to more clearly affirm,
if true, that the
pandemic has materially adversely affected your financial statements
during 2020 and the
first quarter of 2021.
You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635 with any
other
questions.
Sincerely,
FirstName LastNameDaniel Jones
Division of
Corporation Finance
Comapany NameSeqLL Inc.
Office of Life
Sciences
June 11, 2021 Page 3
cc: Eric M. Hellige, Esq.
FirstName LastName