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Item 1. Business

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We are a development-stage life sciences instrumentation

and research services company engaged in the development of scientific assets and novel intellectual property across multiple “omics”

We leverage our expertise with True Single Molecule Sequencing (tSMS) technology enabling researchers and clinicians to contribute

major advancements to scientific research and development by accelerating one’s understanding of the molecular mechanisms of disease

and fundamental biological processes.

We believe our proprietary sequencing technology platform has critical advantages over existing

NGS (Next Generation Sequencing) technologies, particularly for emerging applications in the research and development of biomarker discovery,

We are an early commercial-stage life sciences instrumentation and research

services company engaged in the development of scientific assets and novel intellectual property across multiple “omics” fields.

We leverage our expertise with True Single Molecule Sequencing (tSMS) technology enabling researchers and clinicians to contribute major

advancements to scientific research and development by accelerating one’s understanding of the molecular mechanisms of disease and

fundamental biological processes.

We believe our proprietary sequencing technology platform has critical advantages over existing NGS

(Next Generation Sequencing) technologies, particularly for emerging applications in the research and development of biomarker discovery,

epigenetics, nucleotide chemistry, forensics, and cell-free nucleic acid analysis.

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involved with today’s precision medicine.

Our single molecule technology enables researchers

to identify and synthesize DNA or RNA strands, irrespective of abundance, in a biological sample and is capable of analyzing billions

of molecules in parallel, which positions us as both competitive and complementary with other NGS platforms.

We believe our technology

advantage is a simplified method of quantifying DNA and RNA molecules at single molecule resolution because our platform does not require

the routine PCR amplification and library preparation and ligation steps required by most NGS systems, thereby avoiding systematic bias

and consequential additional costs.

Our current sequencing platform offers advantages, such as the ability of certain samples to reveal

previously unknown molecular profiles by directly detecting single molecules with little to no manipulation of the original sample.

tSMS platform then generates data that is highly accurate and creates reproducible molecular profiles, often providing researchers with

new insights into the biology being researched.

As supported by multiple peer-reviewed research publications, our tSMS technology platform

has assisted medical researchers in uncovering potentially significant DNA and RNA biomarkers for the early detection of diseases.

Our strategy is to integrate the tSMS

platform with the development of novel applications across multiple market segments, and to generate revenue through sales of

partnership-specific systems and related flow cells and reagents, which we refer to as “sequencing kits”, research

services and research grants.

We do not offer or sell any products that are founded upon or incorporate our tSMS platform directly

to healthcare professionals or consumers.

To strengthen our market position, we strive to build and control intellectual property

around the instruments, sequencing kits and methods that enable these applications to strengthen our market position.

this strategy will be to work with existing customers in developing new instruments optimized for specific assay and chemistry

performance in order to support a wide array of applications.

Our target customers are consumers of NGS products and services

engaged in research activities and the development of new or improved products, such as academic and government institutions,

hospitals and medical centers, pharmaceutical and biotechnology companies, and non-profit research organizations.

Under our current operating model, we expect the

revenues we generate from a specific customer to scale as our partnership or collaboration with such customer matures intellectual property

founded on our tSMS platform is developed and sold by such customer.

Initially, our customer-specific revenues are typically dependent

on the funding of, or research grants obtained by, our partners and their ability to develop novel products.

During the early stages of

our partnerships or collaborations, we generally derive revenue from research services, grants, and the sale of customized instruments

and sequencing kits as intellectual property is developed.

Over the longer term, however, we expect to generate increasing revenues from

our customers from the sale of application-specific assays or tests that are developed on our platform and for which we will receive royalties,

a revenue split or other renumeration for the use of our platform or jointly-developed intellectual property.

Our single molecule technology enables researchers to identify and

synthesize DNA or RNA strands, irrespective of abundance, in a biological sample and is capable of analyzing billions of molecules in

parallel, which positions us as both competitive and complementary with other NGS platforms.

We believe our technology advantage is a

simplified method of quantifying DNA and RNA molecules at single molecule resolution because our platform does not require the routine

PCR amplification and library preparation and ligation steps required by most NGS systems, thereby avoiding systematic bias and consequential

additional costs.

Our current sequencing platform offers advantages, such as the ability of certain samples to reveal previously unknown

molecular profiles by directly detecting single molecules with little to no manipulation of the original sample.

Our tSMS platform then

generates data that is highly accurate and creates reproducible molecular profiles, often providing researchers with new insights into

the biology being researched.

As supported by multiple peer-reviewed research publications, our tSMS technology platform has assisted

medical researchers in uncovering potentially significant DNA and RNA biomarkers for the early detection of diseases.

Our strategy is to integrate the tSMS platform with the development

of novel applications across multiple market segments, and to generate revenue through sales of partnership-specific systems and related

flow cells and reagents, which we refer to as “sequencing kits”, research services and research grants.

We do not offer or

sell any products that are founded upon or incorporate our tSMS platform directly to healthcare professionals or consumers.

To strengthen

our market position, we strive to build and control intellectual property around the instruments, sequencing kits and methods that enable

these applications to strengthen our market position.

Integral to this strategy will be to work with existing customers in developing

new instruments optimized for specific assay and chemistry performance in order to support a wide array of applications.

Our target customers

are consumers of NGS products and services engaged in research activities and the development of new or improved products, such as academic

and government institutions, hospitals and medical centers, pharmaceutical and biotechnology companies, and non-profit research organizations.

Under our current operating model, we expect the revenue we generate

from a specific customer to scale as our partnership or collaboration with such customer matures and the intellectual property founded

on our tSMS platform is developed and sold by such customer.

Initially, our customer-specific revenue is typically dependent on the funding

of, or research grants obtained by, our partners and their ability to develop novel products.

During the early stages of our partnerships

or collaborations, we generally derive revenue from research services, grants, and the sale of customized instruments and sequencing kits

as intellectual property is developed.

Over the longer term, however, we expect to generate increasing revenues from our customers from

the sale of application-specific assays or tests that are developed on our platform and for which we will receive royalties, a revenue

split or other renumeration for the use of our platform or jointly-developed intellectual property.

Background on Genetic Sequencing

Genetic inheritance in living systems is conveyed

through a naturally-occurring information storage system known as deoxyribonucleic acid, or DNA.

DNA stores information in linear chains

of chemical bases known as adenine (“A”), cytosine (“C”), guanine (“G”) and thymine (“T”).

Inside living cells, these chains usually exist in pairs bound together in a double helix by complementary base pairs.

is an organism’s complete set of DNA, which for humans consists of approximately three billion DNA base pairs.

Ribonucleic acid,

or RNA, is a molecule used by organisms to convey genetic information.

A “transcriptome” is an organism’s complete set

of RNA molecules at an active cellular state and includes both protein coding and noncoding RNA transcripts.

Genetic sequencing is the process of determining

the order of nucleotide bases (A, C, G, or T) in a sample.

Genetic inheritance in living systems is conveyed through a naturally

occurring information storage system known as deoxyribonucleic acid, or DNA.

DNA stores information in linear chains of chemical bases

known as adenine (“A”), cytosine (“C”), guanine (“G”) and thymine (“T”).

Inside living

cells, these chains usually exist in pairs bound together in a double helix by complementary base pairs.

A “genome” is an

organism’s complete set of DNA, which for humans consists of approximately three billion DNA base pairs.

Ribonucleic acid, or RNA,

is a molecule used by organisms to convey genetic information.

A “transcriptome” is an organism’s complete set of RNA

molecules at an active cellular state and includes both protein coding and noncoding RNA transcripts.

Genetic sequencing is the process of determining the order of nucleotide

bases (A, C, G, or T) in a sample.

This consists of three phases:

sample preparation, physical sequencing and

Generally, the first step of sample preparation is either to shear the target genome into multiple small fragments or, depending

on the amount of sample DNA or RNA available, amplify the target region using a variety of molecular methods.

In the physical sequencing

phase, the individual bases in each fragment are identified in order, creating individual sequence reads.

The number of individual bases

identified contiguously is defined as “ read length .” The sequencing throughput is generally defined as the product

of the number of individual sequence reads and the average read length of the sequence reads.

In the analysis phase, bioinformatics software

is used to align overlapping reads, which allows the original genome to be assembled into contiguous sequence.

Studying genomes and transcriptomes helps scientists

understand the inheritance of biological characteristics, developmental biology and normal and disease states of cells and organisms.

Genetic variation accounts for many of the differences between individuals, such as eye color and blood group, and also affects a person’s

susceptibility to certain diseases such as cancer, heart disease or diabetes.

Genetic variation can also determine a person’s response

to drug therapies.

A trend in healthcare is towards ‘personalized

medicine’ to enable more accurate diagnosis and treatment through better understanding of each individual patient’s disease.

We believe that a greater understanding of the genome will lead to this new healthcare paradigm where diseases are understood at the molecular

level, allowing patients to be diagnosed according to genetic information, in many instances earlier and more accurately, and be treated

with drugs designed to work on specific molecular targets.

sample preparation, physical sequencing and analysis.

Generally, the

first step of sample preparation is either to shear the target genome into multiple small fragments or, depending on the amount of sample

DNA or RNA available, amplify the target region using a variety of molecular methods.

In the physical sequencing phase, the individual

bases in each fragment are identified in order, creating individual sequence reads.

The number of individual bases identified contiguously

is defined as “ read length .” The sequencing throughput is generally defined as the product of the number of individual

sequence reads and the average read length of the sequence reads.

In the analysis phase, bioinformatics software is used to align overlapping

reads, which allows the original genome to be assembled into contiguous sequence.

Studying genomes and transcriptomes helps scientists understand the

inheritance of biological characteristics, developmental biology and normal and disease states of cells and organisms.

Genetic variation

accounts for many of the differences between individuals, such as eye color and blood group, and also affects a person’s susceptibility

to certain diseases such as cancer, heart disease or diabetes.

Genetic variation can also determine a person’s response to drug

A trend in healthcare is towards ‘personalized medicine’

to enable more accurate diagnosis and treatment through better understanding of each individual patient’s disease.

We believe that

a greater understanding of the genome will lead to this new healthcare paradigm where diseases are understood at the molecular level,

allowing patients to be diagnosed according to genetic information, in many instances earlier and more accurately, and be treated with

drugs designed to work on specific molecular targets.

The goal is to offer precision-personalized medicine that will identify disease

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For example, large amounts of cell-free DNA material might indicate a bacterial infection or sepsis in very early stages.

DNA is typically derived from chromatin as intact nucleosomes, or histone-bound DNA, which can be analyzed in addition to solely assessing

Cell-free DNA is typically derived from chromatin as intact nucleosomes, or histone-bound DNA, which can be analyzed in addition to solely

assessing DNA.

Another such example is cfRNA analysis for detection, diagnosis and monitoring of malignant diseases such as cancer.

The cfRNA transcripts

are differentially expressed between normal and cancerous tissues.

These transcripts can be used as a reliable biomarker for cancer screening

and diagnostic applications.

Analysis of cfRNA can be used to measure dynamic changes in the gene expression, allow oncologists to evaluate

disease status, predict outcomes from anti-tumoral therapies and monitor the disease after treatment.

cfRNA transcripts are differentially expressed between normal and cancerous tissues.

These transcripts can be used as a reliable biomarker

for cancer screening and diagnostic applications.

Analysis of cfRNA can be used to measure dynamic changes in the gene expression, allow

oncologists to evaluate disease status, predict outcomes from anti-tumoral therapies and monitor the disease after treatment.

Sequencing Technologies:

There are different

sequencing technologies available for sequencing genetic material, each producing the sequence data in a unique format.

Some of the technologies

produce millions of sequence reads with a very short-read length, generally less than 300 nucleotide bases.

These technologies are generally

referred as short-read NGS platforms.

Other technologies produce several thousand sequence reads of a very long-read length, generally

more than 1,000 nucleotide bases.

There are different sequencing technologies

available for sequencing genetic material, each producing the sequence data in a unique format.

Some of the technologies produce millions

of sequence reads with a very short-read length, generally less than 300 nucleotide bases.

These technologies are generally referred as

short-read NGS platforms.

Other technologies produce several thousand sequence reads of a very long-read length, generally more than 1,000

nucleotide bases.

These technologies are generally referred as long-read NGS platforms.

Both, the short- as well as long-read

NGS technologies have their advantages in various settings.

For de novo assembly of genomes and long RNA transcripts,

the long contiguous reads from the long-read NGS technologies are preferred.

Generally, short-reads can be used to further fill in gaps

in the data from longer read technologies.

For molecular counting application, a large number of independent reads from short-read NGS

technologies are preferred.

RNA quantitation typically occurs after converting extracted RNA molecules into cDNA fragments using commercially

available reverse transcriptase as part of that process.

This approach, within which there are a variety of methods, is loosely defined

as RNA sequencing or “RNA-Seq”.

Different genes are present in varying amounts in biological samples, and the success of the

technique is highly-dependent on the dynamic range of the detection technology.

Both, the short- as well as long-read NGS technologies

have their advantages in various settings.

For de novo assembly of genomes and long RNA transcripts, the long contiguous

reads from the long-read NGS technologies are preferred.

Generally, short-reads can be used to further fill in gaps in the data from longer

read technologies.

For molecular counting application, a large number of independent reads from short-read NGS technologies are preferred.

RNA quantitation typically occurs after converting extracted RNA molecules into cDNA fragments using commercially available reverse transcriptase

as part of that process.

This approach, within which there are a variety of methods, is loosely defined as RNA sequencing or “RNA-Seq”.

Different genes are present in varying amounts in biological samples, and the success of the technique is highly dependent on the dynamic

range of the detection technology.

Market Opportunity

The market for our products and services is segmented

into two major categories, DNA NGS and RNA NGS, which, according to The Insight Partners, accounted for a combined addressable market

opportunity of approximately $1.03 billion in 2019 that is projected to grow to $5.26 billion by 2025 at a CAGR of 31.3%.

The market for our products and services is segmented into two major

categories, DNA NGS and RNA NGS, which, according to The Insight Partners, accounted for a combined addressable market opportunity of

approximately $1.03 billion in 2019 that is projected to grow to $5.26 billion by 2025 at a CAGR of 31.3%.

DNA NGS market opportunity:

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Limitations of Existing Technologies

There are multiple short-read and long-read NGS

technologies available in the market that partially address the need for accurate and sensitive analysis of genetic information.

technologies can further be classified based on the resolution of the technology as single-molecule sequencing technology and amplification-based

technologies.

Most single-molecule sequencing technologies do not require amplification, though many of the long-read technologies still

require complex sample manipulation prior to sequencing.

There are multiple short-read and long-read NGS technologies available

in the market that partially address the need for accurate and sensitive analysis of genetic information.

These technologies can further

be classified based on the resolution of the technology as single-molecule sequencing technology and amplification-based technologies.

Most single-molecule sequencing technologies do not require amplification, though many of the long-read technologies still require complex

sample manipulation prior to sequencing.

This is especially true for sequencing of RNA molecules.

Over the past two decades,

researchers and clinicians have used these technologies to gain a deeper understanding of nucleic acids, to study biomarkers associated

with disease, to identify molecules for new drug discovery, to create novel applications for early screening and diagnosis, and more recently

to create genome-editing techniques.

While researchers are making progress on various fronts by utilizing a combination of these technologies,

there remains a wide gap between the needs of the research community and the capabilities of existing sequencing tools.

Over the past two decades, researchers

and clinicians have used these technologies to gain a deeper understanding of nucleic acids, to study biomarkers associated with disease,

to identify molecules for new drug discovery, to create novel applications for early screening and diagnosis, and more recently to create

genome-editing techniques.

While researchers are making progress on various fronts by utilizing a combination of these technologies, there

remains a wide gap between the needs of the research community and the capabilities of existing sequencing tools.

This gap is hindering

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Biased results :

NGS technology typically requires a large number of DNA molecules during the sequencing process.

To generate enough DNA molecules, an

amplification step is required during sample preparation.

Short-read NGS technology typically requires a large number of DNA molecules during the sequencing process.

To generate enough DNA molecules, an amplification step is required during sample preparation.

This amplification process can introduce errors known as amplification bias.

The effect of this bias is that resulting copies are not uniformly representative of the original template DNA, causing skewed data representation

in the final results.

The effect of this bias is that resulting copies are not uniformly representative of the original template DNA, causing skewed data representation in the final results.

Lower sensitivity :

cases where the original template DNA contains regions of relatively high G-C content or relatively high A-T content, the amplification

process tends to under-represent these regions.

In cases where the original template DNA contains regions of relatively high G-C content or relatively high A-T content, the amplification process tends to under-represent these regions.

As a result, these regions, which may contain entire genes, can be completely missed.

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Inefficient library preparation :

of our competitors use systems requiring multi-step sample preparation protocols to prepare sample libraries before sequencing.

preparation technique is inefficient, capturing only a fraction of the informative input material.

The process selectively captures the

molecules that are present in large quantities while losing lower frequency molecules, thus not producing a true representation of the

input material.

Many of our competitors use systems requiring multi-step sample preparation protocols to prepare sample libraries before sequencing.

This library preparation technique is inefficient, capturing only a fraction of the informative input material.

The process selectively captures the molecules that are present in large quantities while losing lower frequency molecules, thus not producing a true representation of the input material.

The library preparation protocol limits the minimal amount of input sample.

The library preparation steps also add significant

burden on the sample preparation.

The library preparation steps also add significant burden on the sample preparation.

Inadequate throughput :

such as transcriptome profiling, gene expression and biomarker discovery require accurate quantification of data.

The long-read single

molecule technologies fall short due to the smaller number of strand throughput required to substantiate the presence or absence of a

biomarker in a specific sample.

The short-read amplification technology is limited due to a skewed data representation caused by the non-linear

amplification bias present in the workflow.

Applications such as transcriptome profiling, gene expression and biomarker discovery require accurate quantification of data.

The long-read single molecule technologies fall short due to the smaller number of strand throughput required to substantiate the presence or absence of a biomarker in a specific sample.

The short-read amplification technology is limited due to a skewed data representation caused by the non-linear amplification bias present in the workflow.

Our Technology Solution

Our tSMS platform offers a single molecule solution

for DNA and RNA sequencing by performing detection of nucleic acids without the need for complex sample manipulation.

Researchers using

our platform can analyze many billions of single molecules in a single experiment and still generate highly accurate and reproducible

We believe our technology’s critical advantage over other technologies is because our platform does not require the routine

library preparation steps, such as PCR amplification and ligation, necessary for use with most NGS systems, thereby avoiding systematic

amplification bias.

RNA sequencing on our platform detects transcripts regardless of abundance and with high accuracy in quantifying gene

expression changes associated with certain disease as well as detecting subtle changes in RNA transcript levels that are undetectable

with other methods.

Our single molecule platform is unique because

it combines a proprietary fluorescence-based optical detection apparatus with a precision microfluidics and thermal control system to

perform sequencing-by-synthesis, as illustrated in Figure 1 below.

tSMS Technology

Our platform typically derives sequencing information

directly from the sample itself, not a copy of the sample.

It does not require amplification at any stage of the process and offers simple,

straightforward sample preparation protocols.

The technology uses a single-stranded DNA and RNA material with lengths that range from

less than 20 bases to more than 1000 bases as an input.

The platform then captures the material on a glass surface and uses a patented

fluorescence-based optical detection apparatus combined with a precision microfluidics system to perform a sequencing-by-synthesis reaction

on the input sample.

The single molecule fluorescence signal from millions

of individual strands is captured by images using a high-sensitivity camera during multiple cycles of nucleotide incorporation.

image analysis system processes these images to produce the sequence data as an output.

The output data contains millions of individual

unique sequences with the average read length of between 35–60 nucleotide bases, with a range of 20–100 nucleotide bases.

This length is sufficient to allow unambiguous identification of the origin of each sequence.

Our system still requires isolation and preparation

of DNA or RNA samples;

however, our system is adaptable to most purification and preparation kits and techniques that are currently available

in the market and no additional or special steps are required to prepare the samples for sequencing.

The single molecule resolution of the sequence

data in association with a sub-100 nucleotide base read length positions our platform as the only short-read single molecule sequencer

commercially available in the market.

The amplification-based short-read technologies are already helping the scientists in the fields

of research, diagnostics and therapeutics.

By giving the short-read technology the power of single molecule resolution, we believe our

tSMS technology offers critical advantages over existing technologies, including:

Our tSMS platform offers a single molecule solution for DNA and RNA

sequencing by performing detection of nucleic acids without the need for complex sample manipulation.

Researchers using our platform can

analyze many billions of single molecules in a single experiment and still generate highly accurate and reproducible data.

our technology’s critical advantage over other technologies is because our platform does not require the routine library preparation

steps, such as PCR amplification and ligation, necessary for use with most NGS systems, thereby avoiding systematic amplification bias.

RNA sequencing on our platform detects transcripts regardless of abundance and with high accuracy in quantifying gene expression changes

associated with certain disease as well as detecting subtle changes in RNA transcript levels that are undetectable with other methods.

Our single molecule platform is unique because it combines a proprietary

fluorescence-based optical detection apparatus with a precision microfluidics and thermal control system to perform sequencing-by-synthesis,

as illustrated in Figure 1 below.

tSMS Technology Workflow

Our platform typically derives sequencing information directly from

the sample itself, not a copy of the sample.

It does not require amplification at any stage of the process and offers simple, straightforward

sample preparation protocols.

The technology uses a single-stranded DNA and RNA material with lengths that range from less than 20 bases

to more than 1000 bases as an input.

The platform then captures the material on a glass surface and uses a patented fluorescence-based

optical detection apparatus combined with a precision microfluidics system to perform a sequencing-by-synthesis reaction on the input

The single molecule fluorescence signal from millions of individual

strands is captured by images using a high-sensitivity camera during multiple cycles of nucleotide incorporation.

Our powerful image analysis

system processes these images to produce the sequence data as an output.

The output data contains millions of individual unique sequences

with the average read length of between 35–60 nucleotide bases, with a range of 20–100 nucleotide bases.

This length is sufficient

to allow unambiguous identification of the origin of each sequence.

Our system still requires isolation and preparation of DNA or RNA samples;

however, our system is adaptable to most purification and preparation kits and techniques that are currently available in the market and

no additional or special steps are required to prepare the samples for sequencing.

The single molecule resolution of the sequence data in association

with a sub-100 nucleotide base read length positions our platform as the only short-read single molecule sequencer commercially available

in the market.

The amplification-based short-read technologies are already helping the scientists in the fields of research, diagnostics

and therapeutics.

By giving the short-read technology the power of single molecule resolution, we believe our tSMS technology offers critical

advantages over existing technologies, including:

Minimal Sample Preparation .

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(Clinical Chemistry, April 2012) ].

tSMS vs Amplification-based

Technologies Workflow

tSMS vs Amplification-based Technologies

Greater Sensitivity .

Our tSMS platform

offers a high level of sensitivity as each strand is identified and synthesized irrespective of its abundance in the sample.

existing amplification-based technologies, low expressing transcripts are typically masked due to preferences and may be missed or

have their numbers minimized in the final data analysis.

The simplified sample preparation along with single molecule resolution

facilitates the unbiased, proportionate representation of input sample, even of the low expressing transcripts and constructs.

allows for obtaining more accurate information earlier (for potential clinical treatments or decisions to be made sooner).

Figure 3 below illustrates that the tSMS platform identified low-expression transcripts missed by the standard PCR-based

methodology when using Illumina.

The lowest expressed quartile of transcripts was detected with our tSMS technology at a 7.10x rate

compared to a leading NGS platform [Sam LT, Lipson D, Raz T, et al.

A Comparison of Single Molecule and Amplification Based

Sequencing of Cancer Transcriptomes.

tSMS Improves Detection

of Lowest Expressed Genes

Our tSMS platform offers a high level of sensitivity as each strand is identified and synthesized irrespective of its abundance in the sample.

In the existing amplification-based technologies, low expressing transcripts are typically masked due to preferences and may be missed or have their numbers minimized in the final data analysis.

The simplified sample preparation along with single molecule resolution facilitates the unbiased, proportionate representation of input sample, even of the low expressing transcripts and constructs.

This allows for obtaining more accurate information earlier (for potential clinical treatments or decisions to be made sooner).

Figure 3 below illustrates that the tSMS platform identified low-expression transcripts missed by the standard PCR-based methodology when using Illumina.

The lowest expressed quartile of transcripts was detected with our tSMS technology at a 7.10x rate compared to a leading NGS platform [Sam LT, Lipson D, Raz T, et al.

A Comparison of Single Molecule and Amplification Based Sequencing of Cancer Transcriptomes.

tSMS Improves Detection of Lowest

Expressed Genes

High Accuracy .

platform provides an accurate set of data and results as well as a broader range of molecules to be evaluated.

The ability to count

each individual molecule, combined with simplified sample preparation and greater sample sensitivity, yields an accurate

quantitative representation of sample in the final data.

Our technology has been demonstrated to produce robust accurate short-reads

for a variety of applications.

Our tSMS platform provides an accurate set of data and results as well as a broader range of molecules to be evaluated.

The ability to count each individual molecule, combined with simplified sample preparation and greater sample sensitivity, yields an accurate quantitative representation of sample in the final data.

Our technology has been demonstrated to produce robust accurate short-reads for a variety of applications.

Seamless Flexibility .

tSMS platform provides flexibility in two main aspects — throughput and applications.

The tSMS platform has the ability to

scale the throughput across a range of small to large projects.

The programmable instrument workflow and modular design of

sequencing kits provide flexibility to choose the sample coverage and read length required for the final data.

The simplified sample

preparation allows for analysis of any genetic material that can be attached to a glass surface.

Our tSMS platform provides flexibility in two main aspects — throughput and applications.

The tSMS platform has the ability to scale the throughput across a range of small to large projects.

The programmable instrument workflow and modular design of sequencing kits provide flexibility to choose the sample coverage and read length required for the final data.

The simplified sample preparation allows for analysis of any genetic material that can be attached to a glass surface.

Our Gene Sequencing Methodology

The patented tSMS technology is the essence of

our tSMS platform.

The gene sequencing methodology takes genetic material as input and produces sequence data as an output through sequentially

processing the following five major steps.

The patented tSMS technology is the essence of our tSMS platform.

gene sequencing methodology takes genetic material as input and produces sequence data as an output through sequentially processing the

following five major steps.

Sample preparation :

A double helix strand is cut into fragments of 100–200

nucleotides in length.

In the case of cfDNA and cfRNA material, this step is not necessary as cell-free strands are generally short and

fit the profile of the input material.

The strand fragments are then denatured to a single strand, and a poly-A universal priming sequence

is added to one end of each strand as shown in the following figure.

A double helix strand is cut into fragments of 100–200 nucleotides in length.

In the case of cfDNA and cfRNA material, this step is not necessary as cell-free strands are generally short and fit the profile of the input material.

The strand fragments are then denatured to a single strand, and a poly-A universal priming sequence is added to one end of each strand as shown in the following figure.

Sample loading :

The strands are hybridized in a flow cell with billions of

universal Oligo T capture sites mobilized on the flow cell surface.

The tSMS method typically utilizes a dT50 primer to initiate

sequencing from a 3’ poly-A tail, although other capture primers may be used to increase the specificity of sample

hybridization.

The strands are hybridized in a flow cell with billions of universal Oligo T capture sites mobilized on the flow cell surface.

The tSMS method typically utilizes a dT50 primer to initiate sequencing from a 3’ poly-A tail, although other capture primers may be used to increase the specificity of sample hybridization.

Template registration :

Once hybridized, a “Fill &

Lock” step fills up the rest of the open bases from the poly-A tail followed by the addition of fluorescently labelled

nucleotides to the start of the strand.

A laser illuminates the flow cell and the camera records the location of each captured

sample strand.

Once hybridized, a “Fill & Lock” step fills up the rest of the open bases from the poly-A tail followed by the addition of fluorescently labelled nucleotides to the start of the strand.

A laser illuminates the flow cell and the camera records the location of each captured sample strand.

The flow cell is moved in sequential steps to allow the camera to cover its entire active area.

The dye molecules are

then cleaved and washed away.

The dye molecules are then cleaved and washed away.

tSMS sequencing-by-synthesis :

DNA polymerase enzyme and the first of the four types of novel fluorescently

labelled nucleotides are added.

If the nucleotide is complementary to the next base in the template strand, the polymerase will add it

to the primer strand.

The nucleotides are designed to inhibit the polymerase from incorporating more than one base at a time on the same

DNA polymerase enzyme and the first of the four types of novel fluorescently labelled nucleotides are added.

If the nucleotide is complementary to the next base in the template strand, the polymerase will add it to the primer strand.

The nucleotides are designed to inhibit the polymerase from incorporating more than one base at a time on the same strand.

Excess polymerase and unincorporated nucleotides are then washed away.

This step ensures that only the incorporated nucleotides are available for fluorescence imaging.

The narrow bandwidth laser illuminates the flow cell surface to

excite the fluorescently labelled nucleotides.

The camera records the locations where fluorescently labelled nucleotides were

The fluorescent dye molecules are then cleaved from the labelled nucleotides

and washed away.

The narrow bandwidth laser illuminates the flow cell surface to excite the fluorescently labelled nucleotides.

The camera records the locations where fluorescently labelled nucleotides were added.

The fluorescent dye molecules are then cleaved from the labelled nucleotides and washed away.

This step ensures that these molecules are fluoresced only for that particular nucleotide addition cycle.

The process is repeated with each of the four types

of labelled nucleotides until a desired sequence length is reached.

As an example, repeating this cycle 120 times adds an average of more

than 33 nucleotides to the primer strand.

The process is repeated with each of the four types of labelled nucleotides

until a desired sequence length is reached.

As an example, repeating this cycle 120 times adds an average of more than 33 nucleotides

to the primer strand.

In sequencing, this is known as the “read length.”

Data processing :

The image analysis computer analyzes the series of images from

each cycle and determines the sequence of bases in the template strand.

The sequence is “read” by correlating the position

of a fluorescent molecule in its vertical track with the knowledge of which base was added at that cycle.

The sequence data is packaged

in standard sequencing data formats for further bioinformatics analysis.

The image analysis computer analyzes the series of images from each cycle and determines the sequence of bases in the template strand.

The sequence is “read” by correlating the position of a fluorescent molecule in its vertical track with the knowledge of which base was added at that cycle.

The sequence data is packaged in standard sequencing data formats for further bioinformatics analysis.

Our True Single Molecule Sequencer (tSMS)

Described above is our gene sequencing methodology

using our tSMS single molecule sequencing platform.

It combines a simplified operation with powerful capabilities to directly sequence

original samples of RNA and DNA consisting of major components:

Described above is our gene sequencing methodology using our tSMS single

molecule sequencing platform.

It combines a simplified operation with powerful capabilities to directly sequence original samples of RNA

and DNA consisting of major components:

Sequencing Kit :

The flow cells and reagents are the major components of a

sequencing kit that the instrument needs at the start of every new run.

The custom flow cell features 25 discrete flow channels, and

each channel of the flow cell has millions of capture probes deposited on the cover glass.

The sequencing samples are loaded into

the flow cell channels using the sample loader.

The flow cells and reagents are the major components of a sequencing kit that the instrument needs at the start of every new run.

The custom flow cell features 25 discrete flow channels, and each channel of the flow cell has millions of capture probes deposited on the cover glass.

The sequencing samples are loaded into the flow cell channels using the sample loader.

The sequencing run can sequence up to two flow cells in a single run.

kit for the sequencing run consists of custom pre-packaged bottles that store proprietary tSMS chemistry reagents and wash buffers

for the system.

All of the flow cells and reagent kits are barcoded, so the sequencer can scan and store the barcodes as a part of

the experiment setup procedure.

The reagent kit for the sequencing run consists of custom pre-packaged bottles that store proprietary tSMS chemistry reagents and wash buffers for the system.

All of the flow cells and reagent kits are barcoded, so the sequencer can scan and store the barcodes as a part of the experiment setup procedure.

Sample Loader :

The sample loader facilitates loading the billions of

tailed single strands onto the glass surface of the standard 25 channel flow cell.

A temperature-controlled chamber improves the

hybridization efficiency and houses a mechanism to hold a standard flow cell used in the system.

The proprietary sample loading

block design helps to keep the transfer volume to near zero microliter, while the system offers precision control of loading the

sample in 25 discrete channels without any cross-contamination.

The input material volume for the sample loader can be as little as

20 microliters.

The sequencer accepts up to two flow cells for a sequencing

run, allowing sequencing of up to 50 individual samples in a single run.

The benchtop sequencer

is a fully-automated device that combines a Total Internal Reflection Fluorescence (TIRF)

microscopy technique with a high-precision, temperature-controlled microfluidics system.

The microfluidics system houses the reagent kit required to perform tSMS chemistry, and uses

high-precision pumps and valves to formulate the chemistry just-in-time for delivery to the

flow cell chamber during each chemistry cycle.

The two-flow cell design maximizes the machine

utilization by performing the chemistry cycle on one flow cell while the other flow cell

is going through the imaging cycle, and vice-a versa.

The flow cells are mounted on a high-speed,

high-accuracy multi-axis stage that moves the flow cell along the channel with nanometer

grade precision.

The high-power optics system consists of a narrow bandwidth laser to provide

the excitation signal, while the high-fidelity imaging system uses a highly sensitive camera

for capturing the single molecule signal emitted by the fluorophores.

All of these subsystem

operations are integrated and controlled by an on-board computer in a completely automated

fashion over the course of the run.

A simple touch screen based graphical user interface

walks the user through an intuitive run setup.

A typical run on the sequencer captures three

to six million images containing information about billions of individual single molecules

in the strands.

The sample loader facilitates loading the billions of tailed single strands onto the glass surface of the standard 25 channel flow cell.

A temperature-controlled chamber improves the hybridization efficiency and houses a mechanism to hold a standard flow cell used in the system.

The proprietary sample loading block design helps to keep the transfer volume to near zero microliter, while the system offers precision control of loading the sample in 25 discrete channels without any cross-contamination.

The input material volume for the sample loader can be as little as 20 microliters.

tSMS Sequencer :

The sequencer accepts up to two flow cells for a sequencing run, allowing sequencing of up to 50 individual samples in a single run.

The benchtop sequencer is a fully-automated device that combines a Total Internal Reflection Fluorescence (TIRF) microscopy technique with a high-precision, temperature-controlled microfluidics system.

The microfluidics system houses the reagent kit required to perform tSMS chemistry, and uses high-precision pumps and valves to formulate the chemistry just-in-time for delivery to the flow cell chamber during each chemistry cycle.

The two-flow cell design maximizes the machine utilization by performing the chemistry cycle on one flow cell while the other flow cell is going through the imaging cycle, and vice-a versa.

The flow cells are mounted on a high-speed, high-accuracy multi-axis stage that moves the flow cell along the channel with nanometer grade precision.

The high-power optics system consists of a narrow bandwidth laser to provide the excitation signal, while the high-fidelity imaging system uses a highly sensitive camera for capturing the single molecule signal emitted by the fluorophores.

All of these subsystem operations are integrated and controlled by an on-board computer in a completely automated fashion over the course of the run.

A simple touch screen based graphical user interface walks the user through an intuitive run setup.

A typical run on the sequencer captures three to six million images containing information about billions of individual single molecules in the strands.

Image Analysis Engine :

The image analysis engine processes the images

captured by the sequencer camera, aligns them with the template image at individual position, and creates the sequence data file to

be used for further bioinformatics analysis.

It features a high-power CPU array with large storage capacity hard drives specifically

designed for intensive image analysis and storage purposes.

The image analysis engine runs parallel to the camera, processing the

images as soon as the camera starts imaging the flow cell.

The image analysis engine software monitors the instrument status and

automatically uploads the sequence data at the end of the run at a user-configurable network location.

The instrument has a web-based interface for remote

monitoring that updates the key sequencing metrics and the instrument status in real time.

The database system of the instrument stores

the detailed logs for both record keeping and troubleshooting purposes.

The image analysis engine processes the images captured by the sequencer camera, aligns them with the template image at individual position, and creates the sequence data file to be used for further bioinformatics analysis.

It features a high-power CPU array with large storage capacity hard drives specifically designed for intensive image analysis and storage purposes.

The image analysis engine runs parallel to the camera, processing the images as soon as the camera starts imaging the flow cell.

The image analysis engine software monitors the instrument status and automatically uploads the sequence data at the end of the run at a user-configurable network location.

The instrument has a web-based interface for remote monitoring that

updates the key sequencing metrics and the instrument status in real time.

The database system of the instrument stores the detailed logs

for both record keeping and troubleshooting purposes.

Markets for Our Technology

The initial target market for our instruments and

research services has been the life sciences research and development market where we provide solutions for a variety of applications,

including biomarker discovery and diagnostic assay developments.

This market includes laboratories associated with universities, scientific

research centers, government institutions, and biotechnology and pharmaceutical companies.

Our tSMS technology platform produces data with

potential diagnostic implications, detecting biomarkers for cardiovascular diseases and various types of cancer, and offers an optimal

solution for use in sequencing applications.

We anticipate using these strengths to capture a portion of the growing multi-billion dollar

We strive to build and control intellectual property around the instruments, sequencing kits and methods that enable these

applications to strengthen our market position.

The major consumers of the NGS include academic and government institutes, hospitals and

medical centers, pharmaceutical and biotechnology companies, non-profit research organizations and agrigenomics organizations.

Introductions of new technologies and products,

while positive to the overall development of these markets, may result in greater competition for the limited financial resources available.

There are a number of emerging markets for sequencing-based technologies that represent significant potential opportunities for us, such

as but not limited to:

The initial target market for our instruments and research services

has been the life sciences research and development market where we provide solutions for a variety of applications, including biomarker

discovery and diagnostic assay developments.

This market includes laboratories associated with universities, scientific research centers,

government institutions, and biotechnology and pharmaceutical companies.

Our tSMS technology platform produces data with potential diagnostic

implications, detecting biomarkers for cardiovascular diseases and various types of cancer, and offers an optimal solution for use in

sequencing applications.

We anticipate using these strengths to capture a portion of the growing multi-billion dollar NGS market.

to build and control intellectual property around the instruments, sequencing kits and methods that enable these applications to strengthen

our market position.

The major consumers of the NGS include academic and government institutes, hospitals and medical centers, pharmaceutical

and biotechnology companies, non-profit research organizations and agrigenomics organizations.

Introduction of new technologies and products, while positive to the

overall development of these markets, may result in greater competition for the limited financial resources available.

There are a number

of emerging markets for sequencing-based technologies that represent significant potential opportunities for us, such as but not limited

Life sciences research and development:

technologies are accelerating the discovery and development of more effective new drugs.

The complex nature of biological pathways, disease

mechanisms and multiple drug targets requires an accurate, unbiased, and sensitive molecular counting platform.

Single molecule sequencing,

with its unparalleled quantitative accuracy in large-scale expression profiling could enable high-throughput screening of promising drug

During clinical trials, our technology could potentially be used for companion diagnostics to generate individual genetic profiles

that can provide valuable information on likely response to therapy, toxicology or risk of adverse events.

The tSMS platform may also

enable more precise selection of patient pools and individualization of therapy.

NGS technologies are accelerating the discovery and development of more effective new drugs.

The complex nature of biological pathways, disease mechanisms and multiple drug targets requires an accurate, unbiased, and sensitive molecular counting platform.

Single molecule sequencing, with its unparalleled quantitative accuracy in large-scale expression profiling could enable high-throughput screening of promising drug leads.

During clinical trials, our technology could potentially be used for companion diagnostics to generate individual genetic profiles that can provide valuable information on likely response to therapy, toxicology or risk of adverse events.

The tSMS platform may also enable more precise selection of patient pools and individualization of therapy.

Liquid biopsy:

biopsy is emerging as a simple and non-invasive alternative to the traditional tissue biopsy approach for disease screening and monitoring.

A simple draw of blood contains millions of tiny fragments of cell-free DNA/RNA material with lengths on the order of 100–200bp,

which carry informative signatures of cancer and other life-threatening diseases even in a very early stage of the disease progression.

With its quantitative accuracy, simple sample preparation methodology, and its ability to accurately sequence fragmented short molecules,

our single molecule sequencing offers an excellent solution for liquid biopsy.

Liquid biopsy is emerging as a simple and non-invasive alternative to the traditional tissue biopsy approach for disease screening and monitoring.

A simple draw of blood contains millions of tiny fragments of cell-free DNA/RNA material with lengths on the order of 100–200bp, which carry informative signatures of cancer and other life-threatening diseases even in a very early stage of the disease progression.

With its quantitative accuracy, simple sample preparation methodology, and its ability to accurately sequence fragmented short molecules, our single molecule sequencing offers an excellent solution for liquid biopsy.

Infectious disease:

diseases are disorders caused by bacteria, viruses and fungi.

These organisms contain DNA and RNA that act as infectious agents to transmit

disease from person to person, by insect or animal, or through food and environmental means.

The detection and sequencing of the DNA and

RNA from pathogens provides medically actionable information for diagnosis, treatment and monitoring of infections.

Accurate sequence

information could also help to predict drug resistance.

Infectious diseases are disorders caused by bacteria, viruses and fungi.

These organisms contain DNA and RNA that act as infectious agents to transmit disease from person to person, by insect or animal, or through food and environmental means.

The detection and sequencing of the DNA and RNA from pathogens provides medically actionable information for diagnosis, treatment and monitoring of infections.

Accurate sequence information could also help to predict drug resistance.

Clinical diagnostics:

amplification and ligation free sequencing method allows us to identify subtle changes in the RNA transcript levels that are

undetectable with other methods presumably due to bias and loss of low-level transcripts inherent to the other technologies.

power of our tSMS technology can help to address the large unmet need for biomarker discovery to diagnose diseases such as

cardiovascular diseases and cancer at very early stages.

The potential of our technology for bio-marker discovery is illustrated in

Figure 4 below, where tSMS RNA-seq was utilized to identify RNA-based gene expression changes associated with ADHD [McCaffrey TA, St

Laurent G 3 rd , Shtokalo D, et al.

Our amplification and ligation free sequencing method allows us to identify subtle changes in the RNA transcript levels that are undetectable with other methods presumably due to bias and loss of low-level transcripts inherent to the other technologies.

The power of our tSMS technology can help to address the large unmet need for biomarker discovery to diagnose diseases such as cardiovascular diseases and cancer at very early stages.

The potential of our technology for bio-marker discovery is illustrated in Figure 4 below, where tSMS RNA-seq was utilized to identify RNA-based gene expression changes associated with ADHD [McCaffrey TA, St Laurent G 3 rd , Shtokalo D, et al.

Biomarker Discovery in Attention Deficit Hyperactivity Disorder:

RNA Sequencing of

Whole Blood in Discordant Twin and Case-controlled Cohorts.

RNA Sequencing of Whole Blood in Discordant Twin and Case-controlled Cohorts.

BMC Med Genomics .

Further studies offer the opportunity

for validating future diagnostics applications.

Biomarker Discovery in ADHD

using tSMS RNA-seq

Further studies offer the opportunity for validating future diagnostics applications.

Biomarker Discovery in ADHD using tSMS

Microbiome analysis:

communities in and on the body show uniform bacterial diversity in healthy individuals.

Drugs and diet can disrupt the microbial diversity,

and thereby can affect disease progression and treatment efficacy.

Our technology can accurately quantify the gene signature for all bacteria

present and capture a real-time snapshot of the microbiome.

This data can be used by physicians for disease treatment by applying methods

to encourage growth of beneficial microbes and eliminate harmful microbes.

These examples of emerging markets for sequencing-based

technologies represent significant potential opportunities for us.

The development of these markets is subject to variability driven by

ongoing changes in the competitive landscape, evolving regulatory requirements, government funding of research and development activities,

and macroeconomic conditions.

Given the ability of the tSMS platform to sequence nucleic acid fragments as well as to detect post-translational

modifications within larger chromatin molecules, we believe our technology is uniquely positioned to produce data from molecules at both

ends of the single molecule nucleic acid spectrum.

This concept, and the technology leaders for each single molecule market segment, is

illustrated in Figure 5 below, with our potential applications highlighted in blue font.

Microbial communities in and on the body show uniform bacterial diversity in healthy individuals.

Drugs and diet can disrupt the microbial diversity, and thereby can affect disease progression and treatment efficacy.

Our technology can accurately quantify the gene signature for all bacteria present and capture a real-time snapshot of the microbiome.

This data can be used by physicians for disease treatment by applying methods to encourage growth of beneficial microbes and eliminate harmful microbes.

These examples of emerging markets for sequencing-based technologies

represent significant potential opportunities for us.

The development of these markets is subject to variability driven by ongoing changes

in the competitive landscape, evolving regulatory requirements, government funding of research and development activities, and macroeconomic

Given the ability of the tSMS platform to sequence nucleic acid fragments as well as to detect post-translational modifications

within larger chromatin molecules, we believe our technology is uniquely positioned to produce data from molecules at both ends of the

single molecule nucleic acid spectrum.

This concept, and the technology leaders for each single molecule market segment, is illustrated

in Figure 5 below, with our potential applications highlighted in blue font.

Illustrative Single Molecule Nucleic

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Our Business Strategy

Our mission is to empower researchers with improved

genetic tools that enable scientists and physicians to better understand the molecular mechanisms of disease and the underlying biological

This knowledge is essential to the continued development of new approaches and breakthroughs in genomic medicine that address

critical concerns relating to today’s precision medicine efforts.

Our strategy is to integrate our tSMS platform

with the development of novel applications across multiple market segments, and to generate revenue through partnership-specific system

and sequencing kit sales, research services and research grants.

We strive to build and control intellectual property around the instruments,

sequencing kits and methods that enable these applications to strengthen our market position.

Integral to this strategy will be to work

with existing customers in developing new instruments optimized for specific assay and chemistry performance in order to support a wide

array of applications.

Our mission is to empower researchers with improved genetic tools that

enable scientists and physicians to better understand the molecular mechanisms of disease and the underlying biological systems.

knowledge is essential to the continued development of new approaches and breakthroughs in genomic medicine that address critical concerns

relating to today’s precision medicine efforts.

Our strategy is to integrate our tSMS platform with the development

of novel applications across multiple market segments, and to generate revenue through partnership-specific systems and sequencing kit

sales, research services and research grants.

We strive to build and control intellectual property around the instruments, sequencing

kits and methods that enable these applications to strengthen our market position.

Integral to this strategy will be to work with existing

customers in developing new instruments optimized for specific assay and chemistry performance in order to support a wide array of applications.

Figure 6 below summarizes three priority areas of research and development for current and potential collaborations.

which we expect to fund with a portion of the net proceeds of this offering.

Three Priority Areas of Research and

Our target customers are consumers of NGS products

and services engaged in research activities and the development of new or improved products, such as academic and government institutions,

hospitals and medical centers, pharmaceutical and biotechnology companies, and non-profit research organizations.

We have generated only nominal revenues to date

from our current operating model and we do not expect our revenues to scale significantly until one or more of our customers or third-party

partners or collaborators has developed application-specific assays or tests for which our platform serves as a foundation.

we believe our ability to continue to operate at current levels is dependent on the success of this offering.

Over the longer term, we

expect to generate revenues from our customers, partners and collaborators through a combination of product sales, research services and

research grants.

Our target customers are consumers of NGS products and services engaged

in research activities and the development of new or improved products, such as academic and government institutions, hospitals and medical

centers, pharmaceutical and biotechnology companies, and non-profit research organizations.

We have generated only nominal revenues to date from our current operating

model and we do not expect our revenues to scale significantly until one or more of our customers or third-party partners or collaborators

has developed application-specific assays or tests for which our platform serves as a foundation.

Over the longer term, we expect to generate

revenues from our customers, partners and collaborators through a combination of product sales, research services and research grants.

We plan to expand these revenues from recurring and prospective clients by the following key strategies:

● Provide the scientific community with a combination

of research services and NGS instrumentation to serve markets that we believe are inadequately addressed by existing technologies.

● Assist in the development of new classes of

RNA-based diagnostics tests.

● Collaborate with researchers to enhance pharmacogenomics

and biomarker discovery.

● Support drug developers seeking a better understanding

of the side effects of their new drugs.

● Continue to innovate and develop new aspects

of our products and technology, applications and instrumentation through scientific collaborations, including grants.

● Leverage our expertise and the broad applicability

of our tSMS platform to grow into new markets through strategic collaborations, partnerships, existing data sets, and customers.

● Maintain a strong culture and network of technical

resources while continuously attracting new talent to build an industry leading single molecule solutions company.

We expect to use a portion of the net proceeds

of this offering to support our research and development activities and to improve and update our tSMS platform to develop additional

applications in support of our existing partnerships and collaborations.

While we anticipate increased revenues as a result of those efforts,

we are planning to raise additional funds following this offering to support our existing partners and collaborators and to fund the initial

costs of new relationships.

Provide the scientific community with a combination of research services and instrumentation to serve markets that we believe are inadequately addressed by existing technologies.

Assist in the development of new classes of RNA-based diagnostics tests.

Collaborate with researchers to enhance pharmacogenomics and biomarker discovery.

Support drug developers seeking a better understanding of the side effects of their new drugs.

Continue to innovate and develop new aspects of our products and technology, applications and instrumentation through scientific collaborations, including grants.

Leverage our expertise and the broad applicability of our tSMS platform to grow into new markets through strategic collaborations, partnerships, existing data sets, and customers.

Maintain a strong culture and network of technical resources while continuously attracting new talent to build an industry leading single molecule solutions company.

Our Customers and Collaborators

Our customer base is focused on academic research,

biomarker discovery, and molecular diagnostic product development.

These customers over the years have produced scientific achievements

through collaborative research efforts.

Our customer base is focused on academic research, biomarker discovery,

and molecular diagnostic product development.

These customers over the years have produced scientific achievements through collaborative

research efforts.

The majority of our current customers are early adopters of genomics technology including tSMS.

A significant portion of the funding for these developing technologies has historically come from research grants provided by government

agencies and non-profit research centers.

We often collaborate with customers to drive innovation in the field of genomic sciences through

grant funded research activities.

A significant portion

of the funding for these developing technologies has historically come from research grants provided by government agencies and non-profit

research centers.

We often collaborate with customers to drive innovation in the field of genomic sciences through grant funded research

Our key collaborators and our current activities are highlighted below:

Department of Justice’s Federal Bureau of Investigation

In February, we announced the establishment of a two-year Cooperative

Research and Development Agreement (CRADA) with the FBI.

Under this CRADA, SeqLL and the FBI Laboratory Division (FBI LD) will seek to

evaluate and determine the forensic capabilities of direct RNA sequencing using our tSMS platform.

The FBI LD and SeqLL will collaborate

with a goal of producing an assay for forensic body fluid identification, without compromising traditional STR or DNA sequence analysis.

This agreement is among the first times the FBI is utilizing the CRADA mechanism to further develop laboratory capabilities.

CRADAs enable

the sharing of resources and expertise for collaborative research that advances the FBI mission.

Body fluid identification can provide

investigative context and have probative value.

The Bernstein Laboratory

We have worked closely with the lab of Bradley

Bernstein, M.D., Ph.D.

at Massachusetts General Hospital and Harvard Medical School to address fundamental questions in chromatin biology

We have worked closely with the lab of Bradley Bernstein, M.D., Ph.D.,

Chair of Cancer Biology at the Dana Farber Cancer Institute and Harvard Medical School to address fundamental questions in chromatin biology

and epigenetic regulation.

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Bernstein with tSMS systems and onsite support.

We have submitted a technology development manuscript for peer review

at a leading scientific journal and expect to provide the Bernstein Lab early access to new prototype systems in the second half of 2021.

In 2021, we published a single-cell RNA focused technology development

manuscript in the Peer-reviewed journal, Cell Report.

The Ting Laboratory

We have been a long-time research collaborator

with David Ting, M.D., Assistant Professor, Medicine at Harvard Medical School and a leading member at the Dana Farber/Harvard Cancer

Center in using tSMS to better understand cancer.

His research is focused on the role of non-coding RNA transcription in cancer as it

relates to tumorigenesis and as novel biomarkers.

In this research area, the Ting Laboratory was first to discover aberrant overexpression

of pericentromeric RNA repeats by RNA-seq using tSMS, which were found to play a significant role in pancreatic cancer and other epithelial

cancers [Bersani, PNAS , December 2015].

This discovery resulted in new intellectual property related to pancreatic cancer biomarkers

and the subsequent founding of Rome Therapeutics, an early-stage company focused on unlocking the repeatome to discover powerful new classes

of medicines for cancer and autoimmune diseases.

We have been a long-time research collaborator with David Ting, M.D.,

Assistant Professor, Medicine at Harvard Medical School and a leading member at the Dana Farber/Harvard Cancer Center in using tSMS to

better understand cancer.

His research is focused on the role of non-coding RNA transcription in cancer as it relates to tumorigenesis

and as novel biomarkers.

In this research area, the Ting Laboratory was first to discover aberrant overexpression of pericentromeric RNA

repeats by RNA-seq using tSMS, which were found to play a significant role in pancreatic cancer and other epithelial cancers [Bersani,

PNAS , December 2015].

This discovery resulted in new intellectual property related to pancreatic cancer biomarkers and the subsequent

founding of Rome Therapeutics, an early-stage company focused on unlocking the repeatome to discover powerful new classes of medicines

for cancer and autoimmune diseases.

We have provided Dr.

Ting with tSMS systems and onsite support, research services, and

access to sample preparation methodologies.

Ting with tSMS systems and onsite support, research services, and access to sample

preparation methodologies.

The Jackson Laboratory for Genomic Medicine

Led by Chia-Lin Wei, Ph.D.

with The Jackson Laboratory

(“JAX”) and supported by a recent four-year, $2.3 million grant from the National Institute of General Medical Sciences, we

are assisting in the development of new methods for chromatin interaction analysis in single nuclei, with single-molecule resolution.

JAX has stated that preliminary results indicate that, once fully developed, the methods under development have the potential to exceed

previous methodologies and to revolutionize the field of three-dimensional (“3D”) genome biology.

Our research grant efforts,

including instrument prototype and sequencing kit development, are continuing and will focus on generating genome-wide, single-molecule

chromatin interaction maps in a variety of biological systems and uncovering the structural detail of multiplex chromatin loci that are

currently unresolvable given standard NGS.

We expect to provide JAX early access to newly-developed prototype systems in the second half

with The Jackson Laboratory (“JAX”)

and supported by a recent four-year, $2.3 million grant from the National Institute of General Medical Sciences, we are assisting in the

development of new methods for chromatin interaction analysis in single nuclei, with single-molecule resolution.

JAX has stated that preliminary

results indicate that, once fully developed, the methods under development have the potential to exceed previous methodologies and to

revolutionize the field of three-dimensional (“3D”) genome biology.

Our research grant efforts, including instrument prototype

and sequencing kit development, are continuing and will focus on generating genome-wide, single-molecule chromatin interaction maps in

a variety of biological systems and uncovering the structural detail of multiplex chromatin loci that are currently unresolvable given

standard NGS.

We developed a prototype system in the second half of 2021 and utilized this system for sample testing and data generation

Weizmann Institute of Science

In partnership with the laboratory of Efrat Shema,

Ph.D., we have recently developed and applied innovative single-molecule technologies to gain a deeper understanding of chromatin regulation.

We are working to establish robust single-molecule systems for genome-wide profiling of combinatorial chromatin and DNA modifications,

as well as development of novel therapeutic and diagnostic tools.

We have multiple manuscripts currently submitted for peer review at

leading scientific journals and expect publication in the second half of 2021.

We have provided the Weizmann with access to prototype

sequencing systems, sequencing kits, and sample preparation methodologies.

In partnership with the laboratory of Efrat Shema, Ph.D., we have

recently developed and applied innovative single-molecule technologies to gain a deeper understanding of chromatin regulation.

working to establish robust single-molecule systems for genome-wide profiling of combinatorial chromatin and DNA modifications, as well

as development of novel therapeutic and diagnostic tools.

We published multiple manuscripts in 2022, including “H3-K27M-mutant

nucleosomes interact with MLLI to shape the glioma epigenetic landscape” in Cell Reports and “Multiplexed, single-molecule,

epigenetic analysis of plasma-isolated nucleosomes for cancer diagnostics” in “Nature Biotechnology.

We have provided the

Weizmann Institute with access to prototype sequencing systems, sequencing kits, and sample preparation methodologies.

True Bearing Diagnostics, Inc.

We have participated in a research

collaboration with Timothy McCaffrey, Ph.D.

of The George Washington University’s Center of Genomic Medicine and True Bearing

Diagnostics, Inc, performing tSMS on whole-blood RNA to identify transcripts associated with coronary artery disease

In comparison to other platforms that include NGS technologies, only our tSMS platform could consistently

identify the novel mRNA signature in CAD patients.

We believe this collaboration will provide the blueprint for a diagnostic test

that could significantly reduce the more than one million U.S.

catheterizations that are performed annually at a cost of

approximately $20 billion per year.

A scientific manuscript detailing biomarker discovery efforts for CAD is currently in

preparation and expected to be published in a peer reviewed journal in the first half of 2022.

We have provided True Bearing

Diagnostics with research services and access to sample preparation methodologies.

Potential future work includes the development of

a CAD-focused clinical system for regulatory clearance.

We have participated in a research collaboration with Timothy McCaffrey,

of The George Washington University’s Center of Genomic Medicine and True Bearing Diagnostics, Inc, performing tSMS on whole-blood

RNA to identify transcripts associated with coronary artery disease (“CAD”).

In comparison to other platforms that include

NGS technologies, only our tSMS platform could consistently identify the novel mRNA signature in CAD patients.

We believe this collaboration

will provide the blueprint for a diagnostic test that could significantly reduce the more than one million U.S.

catheterizations that

are performed annually at a cost of approximately $20 billion per year.

A scientific manuscript detailing biomarker discovery efforts

for CAD was published in a 2021 peer reviewed journal.

We have provided True Bearing Diagnostics with research services and access to

sample preparation methodologies.

Potential future work includes the development of a CAD-focused clinical system for regulatory clearance.

Tetracore, Inc.

focuses on antibody-based and nucleic

acid-based detection reagents and technologies, and contracts with the U.S.

Government for the development of real-time PCR diagnostic

tests for biological warfare threat agents, novel nucleic acid extraction procedures, and specialized nucleic acid products.

We have provided

Tetracore with tSMS systems and onsite support.

We are actively preparing applications for submission to the

NIH, DARPA and other funding agencies regarding the use of our technology in the development and production of detection tools.

potential products, including non-NGS applications, are for clinical, animal health, and domestic preparedness testing.

focuses on antibody-based and nucleic acid-based detection

reagents and technologies, and contracts with the U.S.

Government for the development of real-time PCR diagnostic tests for biological

warfare threat agents, novel nucleic acid extraction procedures, and specialized nucleic acid products.

We have provided Tetracore with

tSMS systems and onsite support.

We are actively preparing applications for submission to the NIH, DARPA and other funding agencies regarding

the use of our technology in the development and production of detection tools.

These potential products, including non-NGS applications,

are for clinical, animal health, and domestic preparedness testing.

Future Products

We expect to partner or collaborate with biotech

and pharma companies to develop a clinical-grade tSMS sequencer for use with one or more diagnostic tests.

We intend for our partners

to commercialize diagnostic tests for applications for which the tSMS platform offers accurate diagnostic capability, such as non-invasive

prenatal testing for early pregnancy and high-body-mass-index-mothers, liquid biopsy for oncology applications, microbiome analysis, and

transcriptome-based diagnostics for cardiovascular disease, infectious disease and others.

We will look to increase industry visibility

and expand our reach globally for both sequencing services and instrument sales through strategic customer relationships and partnerships

with larger organizations that can increase global support, supply and distribution.

Through those partnerships, we plan to identify new,

high-value, cutting-edge applications that are uniquely enabled by our amplification-free, direct DNA and RNA sequencing technology.

The accuracy, sensitivity and simplicity of the

tSMS platform allows the technology to be applied for developing assays and instruments used for quality control of manufactured therapeutic

products, including gene therapy and vaccine technologies.

We plan to explore commercial-stage partnerships with therapeutics companies

interested in accessing our tSMS platform.

As our partners or collaborators expand their product

lines to address the diagnosis of disease, regulation by governmental authorities in the United States will become an increasingly

significant factor in development, testing, production and marketing.

Products developed for the diagnostics market, depending on their

intended use, may be regulated as in vitro diagnostics by the FDA.

Each medical device to be distributed commercially in the United States

will likely require either 510(k) clearance or approval of a pre-market approval application (PMA) from the FDA prior to marketing the

device for in-vitro diagnostic use.

Clinical trials related to regulatory submissions may take years to complete and represent a significant

We expect to partner or collaborate with biotech and pharma companies

to develop a clinical-grade tSMS sequencer for use with one or more diagnostic tests.

We intend for our partners to commercialize diagnostic

tests for applications for which the tSMS platform offers accurate diagnostic capability, such as non-invasive prenatal testing for early

pregnancy and high-body-mass-index-mothers, liquid biopsy for oncology applications, microbiome analysis, and transcriptome-based diagnostics

for cardiovascular disease, infectious disease and others.

We will look to increase industry visibility and expand our reach globally

for both sequencing services and instrument sales through strategic customer relationships and partnerships with larger organizations

that can increase global support, supply and distribution.

Through those partnerships, we plan to identify new, high-value, cutting-edge

applications that are uniquely enabled by our amplification-free, direct DNA and RNA sequencing technology.

The accuracy, sensitivity and simplicity of the tSMS platform allows

the technology to be applied for developing assays and instruments used for quality control of manufactured therapeutic products, including

gene therapy and vaccine technologies.

We plan to explore commercial-stage partnerships with therapeutics companies interested in accessing

our tSMS platform.

As our partners or collaborators expand their product lines to address

the diagnosis of disease, regulation by governmental authorities in the United States will become an increasingly significant factor

in development, testing, production and marketing.

Products developed for the diagnostics market, depending on their intended use, may

be regulated as in vitro diagnostics by the FDA.

Each medical device to be distributed commercially in the United States will likely

require either 510(k) clearance or approval of a pre-market approval application (PMA) from the FDA prior to marketing the device for

in-vitro diagnostic use.

Clinical trials related to regulatory submissions may take years to complete and represent a significant expense.

The 510(k) clearance pathway usually takes from three to 12 months, but can take longer.

The PMA pathway is more costly, lengthy

and uncertain, and can take from one to three years, or longer.

We have not sought FDA approval of our sequencers

because to-date we have marketed them for research purposes and not for clinical diagnostics.

Through our partners or collaborators, we

will likely need to assist in pursuing regulatory approvals from the FDA when they attempt to enter the diagnostics market, which is expensive,

involves a high degree of risk and there is no assurance that we will be able to develop a commercially viable product.

Even if the products

under development are authorized and approved by the FDA, our partners or collaborators must still meet the challenges of successful marketing,

The PMA pathway is more costly, lengthy and uncertain,

and can take from one to three years, or longer.

We have not sought FDA approval of our sequencers because to-date

we have marketed them for research purposes and not for clinical diagnostics.

Through our partners or collaborators, we will likely need

to assist in pursuing regulatory approvals from the FDA when they attempt to enter the diagnostics market, which is expensive, involves

a high degree of risk and there is no assurance that we will be able to develop a commercially viable product.

Even if the products under

development are authorized and approved by the FDA, our partners or collaborators must still meet the challenges of successful marketing,

distribution and customer acceptance.

We do not intend to use proceeds from this offering to pursue FDA approval.

If significant funds

are required from us in seeking to obtain any FDA approval, we intend to raise additional funds for such purpose prior to pursuing FDA

Marketing, Sales, Service and Support

Our business model is focused on offering our customers

and collaborators access to our tSMS technology in order to drive comprehensive and reliable solutions that enhance acceptance, customer

loyalty and confidence, revenue growth and shareholder value.

We plan to focus on addressing specific markets for which there are not

currently adequate solutions.

This will require education and demonstration of added value by helping customers and collaborators meet

program timelines, providing data that supports their programs, and implementing custom solutions to meet each customer’s specific

We currently generate revenue by selling to existing customers and through collaborative, research-focused efforts that create

additional sales and growth opportunities.

To achieve recurring growth for our research services

revenues and drive new value creation, we are implementing the following initiatives to increase market awareness of the tSMS platform:

● Defining our value proposition in terms of commercial

value and solution to customer needs, as related to platform flexibility, speed to solution, and comprehensive quality of the genetic

information provided.

● Creating new literature that highlights our

technology, instruments and capabilities.

This includes brochures, white papers, application notes, case studies, and solution’s

value proposition marketing material.

● Implementing new customer facing programs including

trade show participation, posters and presentations to showcase the solutions for commercial needs, and attending scientific conferences

that publish the research data from the tSMS platform.

● Expanding visibility in segment verticals with

segment organization participation and by creating integrated training and education programs as a part of instrument sales and the training

● Furthering research collaborations with key opinion leaders

to address critical, high potential needs and publish the findings in the peer-reviewed scientific journals.

We believe this approach maximizes value to our

customers and shareholders by supporting the largest possible number of customers.

Our business model is focused on offering our customers and collaborators

access to our tSMS technology in order to drive comprehensive and reliable solutions that enhance acceptance, customer loyalty and confidence,

revenue growth and shareholder value.

We plan to focus on addressing specific markets for which there are not currently adequate solutions.

This will require education and demonstration of added value by helping customers and collaborators meet program timelines, providing

data that supports their programs, and implementing custom solutions to meet each customer’s specific objectives.

We currently generate

revenue by selling to existing customers and through collaborative, research-focused efforts that create additional sales and growth opportunities.

To achieve recurring growth for our research services revenues and

drive new value creation, we are implementing the following initiatives to increase market awareness of the tSMS platform:

Defining our value proposition in terms of commercial value and solution to customer needs, as related to platform flexibility, speed to solution, and comprehensive quality of the genetic information provided.

new literature that highlights our technology, instruments and capabilities.

This includes brochures, white papers, application notes,

case studies, and solution’s value proposition marketing material.

● Implementing

new customer facing programs including trade show participation, posters and presentations to showcase the solutions for commercial needs,

and attending scientific conferences that publish the research data from the tSMS platform.

visibility in segment verticals with segment organization participation and by creating integrated training and education programs as

a part of instrument sales and the training process.

research collaborations with key opinion leaders to address critical, high potential needs and publish the findings in the peer-reviewed

scientific journals.

We believe this approach maximizes value to our customers and shareholders

by supporting the largest possible number of customers.

Manufacturing

We have the capability to manufacture the required

sequencing kits and instrumentation at our own manufacturing facility.

We believe manufacturing all system components internally results

in greater trade secret protection for our proprietary formulations and mechanics, a higher degree of customer satisfaction in our research

business, and lower production costs.

We have the capability to manufacture the required sequencing kits

and instrumentation at our own manufacturing facility.

We believe manufacturing all system components internally results in greater trade

secret protection for our proprietary formulations and mechanics, a higher degree of customer satisfaction in our research business, and

lower production costs.

In the future, we may outsource some of the non-proprietary reagents and basic instrumentation sub-assemblies

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and we believe several are prepared to provide these services once production demand exceeds internal capacity.

Our current manufacturing staff is comprised of

a team of engineers and technicians who each has more than 10 years of experience with the tSMS product line.

The manufacturing team

has deep experience with the tSMS platform and has the ability to adapt to future needs on both the hardware and sequencing kits.

this group has experience in FDA product clearance and working in an FDA regulated environment.

The team has been involved in manufacturing

commercially available tSMS instruments since its original design and subsequent production in 2008.

We are planning to establish a controlled manufacturing

process and environment, and to implement standards according to the International Organization for Standardization (ISO), 5S lean manufacturing

methodology, and other lean techniques.

We also plan to create work cells for efficiency and material control for both sequencing kits

and instrumentation.

Implementation of quality assurance in manufacturing documentation and processes is one of our top priorities as

we continue the path toward releasing a clinical grade tSMS sequencer that is compatible with the FDA clearance process.

We believe our current facilities are adequate

and have additional room to expand to meet our manufacturing needs for at least the next two years.

Beyond that, we may be required

to lease additional space to incorporate additional manufacturing, lab, test and assembly capabilities.

Our current manufacturing staff is comprised of a team of

engineers and technicians each having more than 10 years of experience with the tSMS product line.

manufacturing team has deep experience with the tSMS platform and has the ability to adapt to future needs on both the hardware and

sequencing kits.

In addition, this group has experience in FDA product clearance and working in an FDA regulated environment.

team has been involved in manufacturing commercially available tSMS instruments since its original design and subsequent production

We are planning to establish a controlled manufacturing process and

environment, and to implement standards according to the International Organization for Standardization (ISO), 5S lean manufacturing methodology,

and other lean techniques.

We also plan to create work cells for efficiency and material control for both sequencing kits and instrumentation.

Implementation of quality assurance in manufacturing documentation and processes is one of our top priorities as we continue the path

toward releasing a clinical grade tSMS sequencer that is compatible with the FDA clearance process.

We believe our current facilities are adequate and we have additional

room to expand to meet our manufacturing needs for the foreseeable future.

Research and Development

Our research and development efforts focus on maintaining

our advantage in single molecule sequencing.

These efforts leverage our team’s involvement and continuing development of the tSMS

technology for over a decade.

The tSMS technology blends a number of scientific disciplines, including optics, micro-fluidics, biochemistry

and molecular biology, systems engineering, and bioinformatics.

Over the years, we have continuously established strong relationships

with technology leaders and leading academic centers that augment and complement our internal research and development efforts.

Some of our research and development accomplishments

● Production of a second generation tSMS sequencer

in benchtop form-factor;

● Optimized sample preparation, flow cell and reagent

tSMS processes;

Innovated machine-learning methods-based image analysis algorithms;

● Co-authored multiple publications in scientific

● Received multiple National Institutes of Health

grant awards for technology development.

We plan to continue our investment in research

and development to enhance the performance and expand the application base of our current products, and to introduce additional products

based on our technology.

In addition, our engineering team will continue their focus on increasing instrument component and system reliability,

reducing costs, and implementing additional system flexibility and versatility through the enhancement of existing products and development

of new products.

Given the market opportunity, there are a significant

number of competing companies offering gene sequencing equipment or sequencing kits.

These include Illumina, Inc., Pacific Biosciences

of California, Inc., Thermo Fisher Scientific, Inc., GenapSys, Inc., and Oxford Nanopore Technologies, Ltd.

Based on published revenue

data, Illumina, Inc.

leads the NGS technology market share, followed by Thermo Fisher Scientific, Inc., then Pacific Biosciences of California,

and Oxford Nanopore Technologies, Ltd.

We believe we are uniquely positioned among the competition to be the only company offering

high strand throughput with the power of single molecule resolution.

Our competitors have greater financial, technical,

research and/or other resources than we do.

These companies also have larger and more established manufacturing capabilities and marketing,

sales and support functions.

Our research and development efforts focus on maintaining our advantage

in single molecule sequencing.

These efforts leverage our team’s involvement and continuing development of the tSMS technology for

over a decade.

The tSMS technology blends a number of scientific disciplines, including optics, micro-fluidics, biochemistry and molecular

biology, systems engineering, and bioinformatics.

Over the years, we have continuously established strong relationships with technology

leaders and leading academic centers that augment and complement our internal research and development efforts.

Some of our research and development accomplishments include:

of a second generation tSMS sequencer in benchtop form-factor;

sample preparation, flow cell and reagent tSMS processes;

machine-learning methods-based image analysis algorithms;

● Co-authored

multiple publications in scientific journals;

multiple National Institutes of Health grant awards for technology development.

We plan to continue our investment in research and development to enhance

the performance and expand the application base of our current products, and to introduce additional products based on our technology.

In addition, our engineering team will continue their focus on increasing instrument component and system reliability, reducing costs,

and implementing additional system flexibility and versatility through the enhancement of existing products and development of new products.

Given the market opportunity, there are a significant number of competing

companies offering gene sequencing equipment or sequencing kits.

These include Illumina, Inc., Pacific Biosciences of California, Inc.,

Thermo Fisher Scientific, Inc., Singular Genomics System, Inc., Element Biosciences, Inc., Ultima Genomics, Inc., and Oxford Nanopore

Technologies, Ltd.

We believe we are uniquely positioned among the competition to be the only company offering high strand throughput

with the power of single molecule resolution.

Our competitors have greater financial, technical, research and/or

other resources than we do.

These companies also have larger and more established manufacturing capabilities and marketing, sales and

support functions.

We expect the competition to intensify within this market.

The increased competition may result in pricing

pressures, which could harm our sales, profitability or market share.

In order for us to successfully compete against these companies,

we will need to demonstrate that our products deliver superior performance and value.

We will also need to continually improve the breadth

and depth of current and future products and applications.

The increased competition may result in pricing pressures,

which could harm our sales, profitability or market share.

In order for us to successfully compete against these companies, we will need

to demonstrate that our products deliver superior performance and value.

We will also need to continually improve the breadth and depth

of current and future products and applications.

Intellectual Property

Developing and maintaining a strong intellectual

property position is an important element of our business.

We maintain the intellectual property through a combination of licenses, patent

protection and trade secrets.

We have sought, and will continue to seek, patent

protection for our technology, for improvements to our technology, as well as for any of our other technologies for which we believe such

protection will be advantageous.

In 2013, as part of the Helicos bankruptcy proceedings, we entered into the following non-exclusive license

License Agreement with Helicos Biosciences

Our tSMS technology has been in development since 2004 at Helicos Biosciences Corporation (“Helicos”),

which pioneered the first generation tSMS technology resulting in its commercialization as the HeliScope Genetic Analysis System.

2013, Daniel Jones, a former scientist at Helicos and our current Chief Executive Officer, formed our company to further the

development of tSMS.

We then purchased much of our physical assets from Helicos, including, among other items, sequencers,

laboratory equipment, internal servers, protocols and data analysis procedures, through Helicos’ bankruptcy proceedings that

began in 2012.

In 2013, we entered into, and since such date fully

paid for, a non-exclusive, royalty-free license from Helicos, for the life of such patents, for over 60 patents, all but eight of

which have since expired or been abandoned, covering key areas of our technology, including design, methods and chemistry.

the Helicos bankruptcy proceedings, Fluidigm Corporation, a U.S.

public company engaged in the design, manufacture and sale of biological

research equipment based on integrated fluid circuit technology, obtained the rights to this patent portfolio.

The license grants to us

the right to use or sell throughout the world products or processes based upon the intellectual property covered by the licensed patents

in the field of contract gene sequencing, and prohibits us from sublicensing the intellectual property to any third party or to make any

assignment of the license.

The license may be terminated by Fluidigm in the event we sub-license or assign any of the intellectual to

a third party;

however, we have the right to use the patented technology in connection with any partnership or collaboration in which

we have at least a 50% ownership interest.

In addition, Fluidigm has a right to terminate the license in the event Daniel Jones, our Chief

Executive Officer, fails to continue to work full time for us or if we fail to use reasonable care in the investigation, testing or solicitation

of government approvals with respect to the intellectual property.

In addition, the license will automatically terminate in the event

we dissolve, cease to conduct business, file a petition for bankruptcy, assign all of our assets to a receiver or trustee or in the event

we have an involuntary bankruptcy petition initiated against us that is not dismissed within 60 days.

This license is provided to us on

an “as is” basis only and without any representations or warranties, express or implied, regarding the intellectual property

and the use thereof.

In addition, Fluidigm has no obligation under the license agreement to prosecute any patent application or to maintain

any rights to the intellectual property by payment of any fees to any governmental agency.

While the remaining patents comprising this

patent portfolio are expected to expire in 2025 through 2028, as this patent portfolio has been broadly licensed, we do not expect such

expirations to have a material adverse effect upon our business operations.

Sub-License Agreement with Helicos Biosciences

As part of the Helicos bankruptcy proceeding, Arizona Science and Technology Enterprises LLC (“AzTE”)

agreed that Helicos could sub-license to us the license agreement between Helicos and AzTE with respect to 10 patents owned by AzTE for

the life of such patents.

Developing and maintaining a strong intellectual property position

is an important element of our business.

We maintain the intellectual property through a combination of licenses, patent protection and

trade secrets.

We have sought, and will continue to seek, patent protection for our

technology, for improvements to our technology, as well as for any of our other technologies for which we believe such protection will

be advantageous.

In 2013, as part of the Helicos bankruptcy proceedings, we entered into the following non-exclusive license agreements:

License Agreement with Helicos Biosciences Corporation.

tSMS technology has been in development since 2004 at Helicos Biosciences Corporation (“Helicos”), which pioneered the first

generation tSMS technology resulting in its commercialization as the HeliScope Genetic Analysis System.

In 2013, Daniel Jones, a former

scientist at Helicos and our current Chief Executive Officer, formed our company to further the development of tSMS.

We then purchased

much of our physical assets from Helicos, including, among other items, sequencers, laboratory equipment, internal servers, protocols

and data analysis procedures, through Helicos’ bankruptcy proceedings that began in 2012.

In 2013, we entered into, and since such date fully paid for, a non-exclusive,

royalty-free license from Helicos, for the life of such patents, for over 60 patents, all but eight of which have since expired or

been abandoned, covering key areas of our technology, including design, methods and chemistry.

As part of the Helicos bankruptcy proceedings,

Fluidigm Corporation, a U.S.

public company engaged in the design, manufacture and sale of biological research equipment based on integrated

fluid circuit technology, obtained the rights to this patent portfolio.

The license grants to us the right to use or sell throughout the

world products or processes based upon the intellectual property covered by the licensed patents in the field of contract gene sequencing,

and prohibits us from sublicensing the intellectual property to any third party or to make any assignment of the license.

may be terminated by Fluidigm in the event we sub-license or assign any of the intellectual to a third party;

however, we have the right

to use the patented technology in connection with any partnership or collaboration in which we have at least a 50% ownership interest.

In addition, Fluidigm has a right to terminate the license in the event Daniel Jones, our Chief Executive Officer, fails to continue to

work full time for us or if we fail to use reasonable care in the investigation, testing or solicitation of government approvals with

respect to the intellectual property.

In addition, the license will automatically terminate in the event we dissolve, cease to conduct

business, file a petition for bankruptcy, assign all of our assets to a receiver or trustee or in the event we have an involuntary bankruptcy

petition initiated against us that is not dismissed within 60 days.

This license is provided to us on an “as is” basis only

and without any representations or warranties, express or implied, regarding the intellectual property and the use thereof.

Fluidigm has no obligation under the license agreement to prosecute any patent application or to maintain any rights to the intellectual

property by payment of any fees to any governmental agency.

While the remaining patents comprising this patent portfolio are expected

to expire in 2025 through 2028, as this patent portfolio has been broadly licensed, we do not expect such expirations to have a material

adverse effect upon our business operations.

Sub-License Agreement with Helicos Biosciences Corporation.

part of the Helicos bankruptcy proceeding, Arizona Science and Technology Enterprises LLC (“AzTE”) agreed that Helicos could

sub-license to us the license agreement between Helicos and AzTE with respect to 10 patents owned by AzTE for the life of such patents.

All of the patents under this sublicense have since expired.

We have one pending patent application, which was

filed with the United States Patent and Trademark Office in August 2016.

We have two pending patent applications, one filed in 2021 and the

other filed in 2022.

We received a Notice of Allowance regarding our previous patent application 15/754.222.

In October 2022, the USPTO

notified us that the related patent term adjustment was 779 days.

Our issued and pending patents cover various aspects of our sequencing

technology, and we expect to continue to file new patent applications to protect the improvements to our technologies.

We have registered our corporate name (SeqLL) and

design logo, as well as the phrase “tSMS” and “DRS”.

We protect trade secrets, know-how, copyrights, and trademarks,

as well as continuing technological innovation and licensing opportunities to develop and maintain our competitive position.

depends in part on obtaining patent protection for our products and processes, preserving trade secrets, patents, copyrights and trademarks,

operating without infringing the proprietary rights of third parties, and acquiring licenses for technology or products.

of December 31, 2021, we had seven employees.

employees are represented by a collective bargaining agreement, and we have never experienced any work stoppage.

We believe we have good

relations with our employees.

We have registered our corporate name (SeqLL) and design logo, as well

as the phrase “tSMS” and “DRS”.

We protect trade secrets, know-how, copyrights, and trademarks, as well as continuing

technological innovation and licensing opportunities to develop and maintain our competitive position.

Our success depends in part on

obtaining patent protection for our products and processes, preserving trade secrets, patents, copyrights and trademarks, operating without

infringing the proprietary rights of third parties, and acquiring licenses for technology or products.

As of December 31, 2022, we had seven employees.

None of our employees

are represented by a collective bargaining agreement, and we have never experienced any work stoppage.

We believe we have good relations

with our employees.

Properties and Facilities

On February 2, 2022, we entered into a new

lease agreement for approximately 15,538 square feet of corporate office and laboratory space in Billerica, Massachusetts.

has a term of 86 months with the rent escalating from $14,317 to $26,453 per month over the lease term.

On February 2, 2022, we entered into a new lease agreement for approximately

15,538 square feet of corporate office and laboratory space in Billerica, Massachusetts.

The lease has a term of 92 months with the rent

escalating from $14,317 to $26,453 per month over the lease term.

Legal Proceedings

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What changed 10-K

Item 1. Business