Item 1.01 Entry Into a Material Definitive Agreement.
Merger Agreement
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 Merger (the "Merger Agreement"), pursuant
to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with
Lyneer continuing as the surviving entity and as an approximating 58%-owned
subsidiary of Atlantic, an approximately 38%-owned subsidiary of IDC, and an
approximately 4%-owned subsidiary of Lyneer Management (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").
At the effective time of the SeqLL Merger, in consideration of 100% of the
membership interests of Lyneer, the Company will (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 159,866,898
shares of the Company's common stock to be issued in connection with the Merger
are valued at $138,125,000, based upon an assumed offering price in the Capital
Raise (as defined below) of $0.864 (subject to adjustment for stock splits,
stock dividends, stock distributions prior to the Capital Raise).
Prior to the completion of the Mergers, the Company intends to consummate a
public offering of the Company's common stock (the "Capital Raise"), a portion
of the proceeds of which will be used to pay the Cash Consideration and the
balance for working capital. If the price per share at which the Company's
common stock is sold in the Capital Raise (the "Offering Price") is less than
$0.864 (subject to adjustment for stock dividends, stock consolidations and the
like prior to the Capital Raise), then at the time the Company declares a cash
dividend to the Company's legacy stockholders pursuant to the Merger Agreement
(as discussed below), (i) the Company will simultaneously declare a stock
dividend of the Company's common stock in an aggregate amount of shares so that
the value of (A) the product of (y) the number of outstanding shares of the
Company's common stock and (z) the Offering Price, plus (B) the product of (y)
the number of shares of the Company's common stock issued in the stock dividend
and (z) the Offering Price, equals $12,000,000, and the aggregate number of
shares of the Company's common stock issuable as the Atlantic Stock
Consideration shall be reduced by the aggregate number of shares the Company's
common stock issuable in such stock dividend and (ii) the number of shares of
the Company's common stock issuable as the Lyneer Stock Consideration will be
increased by a number of shares of the Company's common stock so that the
product of (y) the aggregate number of shares issuable as the Lyneer Stock
Consideration and (z) the Offering Price, equals $60,000,000, and the aggregate
number of shares of the Company's common stock issuable as the Atlantic Stock
Consideration shall be reduced by the aggregate number of additional shares of
the Company's common stock issuable as the Lyneer Stock Consideration.
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The Merger Agreement contains customary representations and warranties from the
parties, and each party has agreed to customary covenants applicable to such
party, including, among others, covenants relating to (i) the conduct of their
respective businesses in the ordinary course prior to the effective time of the
Mergers and (ii) the requirement of each party to maintain and preserve intact
their respective business organizations, assets, properties and material
business relations. The Merger Agreement also requires that, prior to the
closing of the Mergers, the Company will declare a cash dividend payable to the
Company's stockholders of record as of the close of business on a date to be
determined by the Company, but in any event prior to the date of pricing of the
Capital Raise, in an amount equal to the Company's cash and cash equivalents as
of the closing date of the Mergers (exclusive of any proceeds of the Capital
Raise), less any amounts withheld for taxes and certain other obligations as of
such date.
The obligation of each of the Company, Atlantic and Lyneer, and their respective
subsidiaries, to complete the Mergers is subject to the fulfillment (or waiver,
to the extent permissible under applicable law) of certain customary closing
conditions, plus the conditions that (i) the stockholders of the Company shall
have approved the issuance of the shares of the Company's common stock in the
Mergers, (ii) the Company completes the Capital Raise for gross proceeds of
approximately $75 million, of which $60 million will be used to pay the Cash
Consideration, and (iii) the continued listing of the Company's common stock on
the Nasdaq Capital Market following the Mergers.
The Merger Agreement contains certain termination rights, including (i) by
mutual consent of the Company, Atlantic, IDC and Lyneer Management, (ii) by any
of the Company, Atlantic, IDC or Lyneer Managementupon a material breach of the
representations or of any covenants or agreements of certain other parties,
(iii) by any of the Company, Atlantic, IDC or Lyneer Management if the Mergers
have not been consummated by July 31, 2023, (iv) by any of the Company,
Atlantic, IDC or Lyneer Management if any governmental authority shall have
issued an order or taken any other action permanently enjoining, restraining or
otherwise prohibiting the transactions contemplated by the Merger Agreement, (v)
by any of the Company, Atlantic, IDC or Lyneer Management if the special meeting
of the Company's stockholders has been held and the approval of the issuance of
the common stock of the Company in the Mergers and the change of control of the
Company that will be effected as a result of such issuance and certain other
proposals contemplated by the related proxy statement was not approved, or (vi)
by Atlantic, IDC or Lyneer Management if the Company is in breach of the rules
and regulations of the Nasdaq Stock Market LLC ("Nasdaq") or has received a
notice from Nasdaq relating to the delisting or maintenance of listing of the
Company's common stock on Nasdaq and the Company fails to cure and maintain its
listing on Nasdaq prior to the closing of the Mergers.
The Merger Agreement further provides that each party thereto will pay its fees
and expenses incurred in connection with the negotiation, execution and
performance of the Merger Agreement and the transactions contemplated thereby,
provided that (i) any governmental filing fees required to be paid prior to
closing the Mergers will be paid by Atlantic, (ii) Atlantic will pay up to
$50,000 of the Company's expenses in connection with the preparation of the
proxy statement for the special meeting of the Company's stockholders, and (iii)
at the closing of the Mergers, Atlantic will reimburse the Company for all of
its expenses in connection with the preparation and filing of any registration
statement relating to the Capital Raise and any transfer taxes.
The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is qualified in its entirety by the Merger Agreement,
a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
The foregoing summary of the Merger Agreement has been included to provide
investors and securityholders with information regarding the terms of the Merger
Agreement and is qualified in its entirety by the terms and conditions of the
Merger Agreement. 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 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 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
. . .
Item 7.01 Regulation FD Disclosure
Press Release
On May 30, 2023, the Company issued a press release announcing its entry into
the Merger Agreement. The press release is attached hereto as Exhibit 99.1.
The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not
be deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise be subject to the
liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filings.
This Current Report will not be deemed an admission as to the materiality of any
information in this Item 7.01, including Exhibit 99.1.
About Lyneer Staffing Solutions, LLC
Lyneer Staffing Solutions, LLC is a national strategic staffing firm servicing
the commercial, professional, finance, direct placement, and managed service
provider (MSP) verticals. Lyneer was founded in 1995 and it has grown from a
regional operation to a national staffing firm with offices and geographic reach
across the nation. Lyneer has over 100 total locations and approximately 300
internal employees. It is an industry leader in permanent, temporary and
temp-to-perm placement services in a wide variety of areas, including, but not
limited to, accounting & finance, administrative & clerical, hospitality, IT,
legal, light industrial and medical fields. Its deep expertise and extensive
experience have helped world-class companies revolutionize their operations,
resulting in greater efficiency and streamlined processes.
About Atlantic Acquisition Corp.
Atlantic is a U.S.-based consulting company whose management has a more than
25-year operating record. Atlantic intends to implement a proven mergers and
acquisitions strategy post-Merger in order to build a global staffing
organization that redefines the way companies grow professional teams. Its
mission is to leverage new technologies and business partnerships to create
streamlined hiring processes that resolve the challenges of modern-day
employment solutions and economics.
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 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
. . .
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 Merger 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.
10.1 Asset Purchase Agreement dated as of May 29, 2023 between the Company
and SeqLL Omics, Inc.
99. 1 Press Release dated May 30, 2023
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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