Material Agreement - Form 8-K

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.