As filed with the Securities and Exchange Commission on July 22, 2024
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ATLANTIC INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
46-5319744 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
270 Sylvan Avenue, Suite 2230
Englewood Cliffs, NJ 07632
(Address of Principal Executive Offices) (Zip Code)
2023 Omnibus Equity Incentive Plan
(Full title of the plan)
Jeffrey Jagid
Chief Executive Officer
270 Sylvan Avenue, Suite 2230
Englewood Cliffs, NJ 07632
(Name and address of agent for service)
(201) 899-4470
(Telephone number, including area code, of agent
for service)
Copies to:
Elliot H. Lutzker, Esq.
Davidoff Hutcher & Citron LLP
605 Third Avenue, 34th Floor
New York, NY 10158
Telephone: (646) 428-3210
Fax: (212) 286-1884
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” a “smaller reporting company” or an “emerging growth company”
in Rule 12b-2 of the Exchange Act.
(Check one):
| 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 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 is being
filed to register up to 15% (initially 7,309,322 shares) of the number of shares of common stock, par value $0.00001, to be outstanding
immediately following consummation of the Initial Capital Raise following the Merger (defined below) of Atlantic International Corp. (the
“Company” or the “Registrant”) issuable pursuant to outstanding unvested or unexercised stock options, stock appreciation
rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash based awards (collectively, “Awards”)
granted under the Company’s 2023 Equity Incentive Plan (the “Plan”), which Plan became effective upon the consummation
and completion on June 18, 2024 of the acquisition (the “Merger”) of Lyneer Investments LLC and its operating subsidiaries,
including Lyneer Staffing Solutions, LLC (collectively, “Lyneer”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee
Plan Annual Information*
* The documents containing the information specified
in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form
S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities
Act”). Such documents are not required to be, and are not, filed with the United States Securities and Exchange Commission (the
“Commission”) either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item
3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Requests regarding any prospectus related to the Plan should be directed to: Corporate Secretary, Atlantic International Corp., 270 Sylvan
Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632; tel. (201) 899-4470.
PART
II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Commission are incorporated herein by reference:
(a) The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on April 10, 2024.
(b) The
Registrant’s Definitive Proxy Statement on Schedule 14A for the 2023 annual meeting of shareholders as filed with the Commission
on August 10, 2023.
(c) The
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Commission on May 17,
2024.
(d) The
Registrant’s Current Reports on Form 8-K filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended, (the “Exchange Act”) on April 18, 2024, June 6, 2024 and June 25, 2024.
(e) The
description of the Registrant’s common stock, par value $0.00001 per share (the “Common Stock”) contained in Exhibit 4.1 to its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission April 10, 2024, including any amendment
thereto or report filed for the purpose of further updating such description.
(f) All
documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended
(the “Exchange Act”), subsequent to the date of this Registration Statement (excluding any documents or portions of such documents
that are furnished and any exhibits included with such documents), and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Any statement contained in this registration statement
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed
document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item
4. Description of Securities.
Not applicable.
Item
5. Interests of Named Experts and Counsel.
Not applicable.
Item
6. Indemnification of Directors and Officers.
The
Company is a Delaware corporation. Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding, provided that such director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his or her conduct was illegal.
Section 145(b)
of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter in which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.
Section
145(c) of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer
of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of
his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section
145.
Article
VIII of the Company’s Amended and Restated Bylaws (“Bylaws”) provide for indemnification of directors and officers of
the registrant to the fullest extent permitted by applicable law. The Bylaws incorporate the entitlement of former directors and officers
to have their expenses covered by the Company for defending civil or criminal actions, suits, or proceedings prior to their final resolution.
The Company may advance expenses to former employees and agents of the Company to the extent and to such effect not prohibited by the
DGCL or other applicable law.
In
accordance with Section 102(b)(7) of the DGCL, the Company’s Certificate of Incorporation contains a provision to limit the personal
liability of the directors of the registrant for violations of their fiduciary duty. This provision eliminates each director’s liability
to the registrant or its stockholders for monetary damages except (i) for breach of the director’s duty of loyalty to the registrant
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL providing for liability of directors for unlawful payment of dividends or unlawful stock purchases
or redemptions or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is
to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty.
The
Company maintains directors’ and officers’ liability insurance against any actual or alleged error, misstatement, misleading
statement, act, omission, neglect, or breach of duty by any director or officer of itself or any direct or indirect subsidiary, excluding
certain matters including fraudulent, dishonest, or criminal acts, or self-dealing.
The
foregoing summaries are necessarily subject to the complete texts of Section 145 of the DGCL, the Company’s Certificate of Incorporation,
as amended, and the Company’s Bylaws, as amended, referred to above and are qualified in their entirety by reference thereto.
Item
7. Exemption from Registration Claimed.
Not applicable.
Item
8. Exhibits.
An Exhibit Index appears on page II-4 hereof and is incorporated herein
by reference.
Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculating of Filing
Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Englewood
Cliffs, New Jersey, on July 22, 2024.
| |
ATLANTIC INTERNATIONAL CORP., |
| |
|
| |
/s/ Jeffrey Jagid |
| |
By: |
Jeffrey Jagid |
| |
Title: |
Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Jeffrey Jagid and Michael S. Tenore, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and
all capacities (until revoked in writing), to sign any and all amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power-of-attorney
does not revoke any earlier powers-of-attorney.
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 date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
/s/ Jeffrey Jagid |
|
Chief
Executive Officer
|
|
July
22, 2024 |
| Jeffrey
Jagid |
|
(Principal Executive
Officer) and Director |
|
|
| |
|
|
|
|
| /s/
Christopher Broderick |
|
Chief
Operating Officer and Chief Financial Officer
|
|
July
22, 2024 |
| Christopher
Broderick |
|
(Principal Financial
and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Prateek Gattani |
|
Chairman
and Director |
|
July
22, 2024 |
| Prateek
Gattani |
|
|
|
|
| |
|
|
|
|
| /s/
Robert B. Machinist |
|
Vice
Chairman and Director |
|
July
22, 2024 |
| Robert
B. Machinist |
|
|
|
|
| |
|
|
|
|
| /s/
Jeff Kurtz |
|
Director |
|
July
22, 2024 |
| Jeff
Kurtz |
|
|
|
|
| |
|
|
|
|
| /s/
David Pfeffer |
|
Director |
|
July
22, 2024 |
| David
Pfeffer |
|
|
|
|
| |
|
|
|
|
| /s/
David Solimine |
|
Director |
|
July
22, 2024 |
| David
Solimine |
|
|
|
|
II-5
Exhibit
5.1
July
22, 2024
Atlantic
International Corp.
270
Sylvan Avenue, Suite 2230
Englewood
Cliffs, NJ 07632
| Re: |
Registration Statement on Form S-8 |
Ladies
and Gentlemen:
Reference
is made to the registration statement on Form S-8 (the “Registration Statement”) of Atlantic International Corp., a
Delaware corporation (the “Company”), filed on the date hereof with the Securities and Exchange Commission (the “Commission”),
under the Securities Act of 1933, as amended (the “Act”). The Registration Statement covers an aggregate of 15% (initially
7,309,322 shares) of the issued and outstanding shares of common stock $.00001 par value per share (the “Shares”), upon completion
of the next capital raise of the Company issuable under the Company’s 2023 Equity Incentive Plan (the “Plan”). This
opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or any prospectus related thereto, other than as expressly stated herein with respect to
the issuance of the Shares.
For
purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate
basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies).
As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have
not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context
of the foregoing.
This
opinion letter is based as to matters of law solely on the Delaware General Corporation Law, the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws. This opinion letter deals only with. We express no opinion herein
as to any other statutes, rules or regulations. We assume no obligation to supplement this opinion if any applicable law changes
after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
Based
on the foregoing, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan, will be validly issued,
fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations
of the Commission thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Davidoff Hutcher & Citron LLP |
| |
DAVIDOFF HUTCHER & CITRON LLP |
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-8 of Atlantic International Corp. and Subsidiaries
(the “Registrant”) of our report, dated April 16, 2024, with respect to audits of the financial statements of Lyneer Investments,
LLC as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022, which includes an explanatory paragraph regarding
the substantial doubt about the Company’s ability to continue as a going concern, which is part of this Registration Statement.
/s/
RBSM LLP
Las
Vegas, Nevada
July
22, 2024
Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in this Registration Statement on Form S-8 and related Prospectus of Atlantic International
Corp. of our report dated April 9, 2024, relating to the consolidated financial statements of SeqLL Inc., appearing in the Annual Report
on Form 10-K of SeqLL Inc. for the years ended December 31, 2023 and 2022.
/s/
Wolf & Company, P.C.
Boston,
Massachusetts
July
22, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Atlantic International Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered
Securities
| |
|
Security
Type |
|
Security
Class Title |
|
Fee
Calculation |
|
Amount
Registered(1) |
|
|
Proposed
Maximum
Offering
Price Per
Share(1) |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount
of
Registration
Fee |
|
|
Carry
Forward
Form
Type |
|
|
Carry
Forward
File
Number |
|
|
Carry
Forward
Initial
effective
date |
|
|
Filing
Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
|
| Newly
Registered Securities |
|
| Fees
to be Paid |
|
Equity |
|
Common
Stock |
|
457(c) |
|
|
7,309,322 |
(2) |
|
$ |
4.00 |
(3) |
|
$ |
29,237,288 |
(4) |
|
$ |
0.00014760 |
|
|
$ |
4,315.42 |
|
|
S-1 |
|
|
333-272908 |
|
|
February
12, 2024 |
|
|
$ |
19,009.50 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Total
Offering Amounts |
|
$ |
29,237,288 |
|
|
|
|
|
|
$ |
4,315.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Total
Fees Previously Paid |
|
|
|
|
|
|
|
|
|
$ |
19,009.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
$ |
4,315.42 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Net
Fee Due |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. |
| |
|
| (2) |
Consists of up to 7,309,322 shares of Common Stock. This registration statement on Form S-8 is being filed to initially register 7,309,322 shares, equal to 15% of the number of shares of common stock, par value, $0.00001, to be outstanding immediately following consummation of the initial capital raise following the June 18, 2024 merger of Atlantic International Corp. (the “Company” or the “Registrant”). These shares are issuable pursuant to outstanding unvested or unexercised stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash based awards (collectively, “Awards”) granted under the Company’s 2023 Equity Incentive Plan (the “Plan”), which Plan became effective upon the consummation and completion on June 18, 2024 merger of Lyneer Investments LLC and its operating subsidiaries, including Lyneer Staffing Solutions, LLC (collectively, “Lyneer”). |
| |
|
| (3) |
Calculated pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per share of Common Stock as reported on the OTC Market (Pink) on July 16, 2024, a date within five business days prior to the filing of this Registration Statement. |
| |
|
| (4) |
The registration fee for securities to be offered by the Registrant is calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). |
| (5) |
On June 23, 2023, the Company filed a Registration Statement on Form S-1 (File No. 333-272908) which was declared effective by the Commission on February 12, 2024, however no securities have been issued or sold under the Registration Statement. In connection with such filing the Company paid $19,009.50 in registration fees. On July 2, 2024, the Company filed a Registration Statement on Form S-1 (No. 333-280653) and offset the $10,246.38 filing fee with the registration fee previously paid in connection with the filing of Registration Statement No. 333-272908. Accordingly, pursuant to Rule 457(p), the Company requests that the registration fee for the current filing is offset with the registration fee previously paid in connection with the filing of the Registration Statement. Thus, a total of $14,561.80 has been offset, to date. |
Table 2: Fee Offset Claims and Sources
| | |
Registrant
or Filer
Name | |
Form
or Filing
Type | |
File
Number | |
Initial
Filing
Date | |
Filing
Date | | |
Fee
Offset
Claimed | | |
Security
Type
Associated
with Fee
Offset
Claimed | |
Security
Title
Associated
with Fee
Offset
Claimed | |
Unsold
Securities
Associated
with Fee
Offset
Claimed | | |
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed | | |
Fee
Paid
with
Fee
Offset
Source | |
| Rules
457(b) and 0-11(a)(2) |
| Fee
Offset Claims | |
| |
| |
| |
| |
| | | |
| | | |
| |
| |
| | | |
| | | |
| | |
| Fee
Offset Sources | |
| |
| |
| |
| |
| | | |
| | | |
| |
| |
| | | |
| | | |
| | |
| Rule
457(p) | |
| Fee
Offset Claims | |
SEQLL
INC. | |
S-1 | |
333-272908 | |
June
23, 2023 | |
| | | |
$ | 4,315.42 | | |
Equity | |
Shares of Common
Stock, $0.0001 par value per share | |
$ | 75,000,000 | | |
$ | 75,000,000 | | |
| | |
| Fee
Offset Sources | |
SEQLL
INC. | |
S-1 | |
333-272908 | |
| |
| June
23, 2023 | | |
| | | |
| |
| |
| | | |
| | | |
$ | 19,009.50 | |
Table 3: Combined Prospectuses
| Security Type | |
Security
Class Title | | |
Amount
of
Securities
Previously
Registered | | |
Maximum
Aggregate
Offering
Price of
Securities
Previously
Registered | | |
Form
Type | | |
File
Number | | |
Initial
Effective Date | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
SeqLL (NASDAQ:SQL)
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