What changed in this filing

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Item 9A. Controls and Procedures

2024-04-10 compared with 2023-03-16 · 824 added, 815 removed, 989 unchanged (62% of the section changed)

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reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

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There were no changes in our internal control over financial reporting

that occurred during the year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

that occurred during the fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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Our board of directors meets on a regular basis.

Upon completion

of this offering, our bylaws will be amended and restated to provide that the authorized number of directors may be changed only by resolution

of the board of directors.

We have no formal policy regarding board diversity.

Our priority in selection of board members is identification

of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the

ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the

competitive landscape.

provide that the authorized number of directors may be changed only by resolution of the board of directors.

We have no formal policy

regarding board diversity.

Our priority in selection of board members is identification of members who will further the interests of our

stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative

culture among board members, knowledge of our business and understanding of the competitive landscape.

Director Independence

The Nasdaq Marketplace Rules require a majority of a listed company’s

board of directors to be comprised of independent directors within one year of listing.

In addition, the Nasdaq Marketplace Rules require

that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance

committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

While our common stock is no longer listed on the Nasdaq Capital

Market, our board of directors has determined that, with respect to our corporate governance, we will continue to comply with the

Nasdaq Marketplace Rules.

The Nasdaq Marketplace Rules require a majority of a listed company’s board of directors to be

comprised of independent directors within one year of listing.

In addition, the Nasdaq Marketplace Rules require that, subject to

specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees

be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the

Exchange Act.

Under Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a

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Board Meetings and Committees

During the year ended December 31, 2022,

our board of directors held ten meetings (including regularly scheduled and special meetings), and no director attended fewer than 75%

of the total number of meetings of the board of directors and the committees of which he or she was a member.

In addition, during the

year ended December 31, 2022, our board of directors acted by unanimous written consent on two occasions.

During the year ended December 31, 2023, our board of directors held

nine meetings (including regularly scheduled and special meetings), and no director attended fewer than 75% of the total number of meetings

of the board of directors and the committees of which he or she was a member.

In addition, during the year ended December 31, 2023, our

board of directors acted by unanimous written consent on 2 occasions.

Although we do not have a formal policy regarding attendance by members

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Our board of directors has established three standing committees — audit,

compensation, and nominating and corporate governance — each of which operates under a charter approved by our board

of directors.

compensation, and nominating and corporate governance — each of which operates under a charter approved by our board of

Copies of each committee’s charter has been posted on the Investor Relations section of our website, which is located

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The functions of this committee include, among other things:

the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent

auditors or engage new independent auditors;

and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent

auditors and management;

with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation

and matters concerning the scope, adequacy and effectiveness of our financial controls;

our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management

is implemented;

and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;

reviewing and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

Our board of directors has determined that David Pfeffer qualifies

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meets privately with our audit committee.

committee had ten meetings in 2022.

The audit committee operates

under a written charter that was adopted by our board of directors and satisfies the applicable rules of the SEC and the listing standards

of the NASDAQ Stock Market.

The audit committee had nine meetings in 2023.

committee operates under a written charter that was adopted by our board of directors and satisfies the applicable rules of the SEC

and the listing standards of the NASDAQ Stock Market.

A copy of the audit committee charter is available on our website at www.seqll.

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The functions of this committee include, among other things:

modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation

strategy and policies;

and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our

executive officers;

and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans,

compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory

arrangements for our executive officers;

with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports

or proxy statements to be filed with the SEC;

the report that the SEC requires in our annual proxy statement.

reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies;

reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers;

reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

preparing the report that the SEC requires in our annual proxy statement.

None of our executive officers currently serves, or in the past fiscal

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been at any time one of our officers or employees.

Our compensation

committee had two meetings in 2022.

The compensation committee

operates under a written charter that was adopted by our board of directors and satisfies the applicable rules of the SEC and the listing

standards of the NASDAQ Stock Market.

A copy of the compensation committee charter is available on our website at www.seqll.com .

Our compensation committee had one meeting in 2023.

compensation committee operates under a written charter that was adopted by our board of directors and satisfies the applicable

rules of the SEC and the listing standards of the NASDAQ Stock Market.

A copy of the compensation committee charter is available on

our website at www.seqll.com .

Nominating and Corporate Governance Committee

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other things:

● identifying,

reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

director performance on our board of directors and applicable committees of our board of directors and determining whether continued

service on our board of directors is appropriate;

● evaluating,

nominating and recommending individuals for membership on our board of directors;

nominations by stockholders of candidates for election to our board of directors.

our nominating and corporate governance committee met one time .

The nominating and corporate governance committee operates under a written charter that was adopted by our board of directors and satisfies

the applicable rules of the SEC and the listing standards of the NASDAQ Stock Market.

A copy of the nominating and corporate governance

committee charter is available on our website at www.seqll.com .

identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on our board of directors is appropriate;

evaluating, nominating and recommending individuals for membership on our board of directors;

evaluating nominations by stockholders of candidates for election to our board of directors.

During 2023, our nominating and corporate governance committee met

The nominating and corporate governance committee operates under a written charter that was adopted by our board

of directors and satisfies the applicable rules of the SEC and the listing standards of the NASDAQ Stock Market.

A copy of the nominating

and corporate governance committee charter is available on our website at www.seqll.com .

Scientific Advisors

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Role of Board in Risk Oversight Process

We face a number of risks, including those described herein under

the caption “Risk Factors.” Our board of directors believes that risk management is an important part of establishing, updating

We face a number of risks, including those described herein under the

caption “Risk Factors.” Our board of directors believes that risk management is an important part of establishing, updating

and executing on our business strategy.

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While our board of directors has an oversight role, management is principally tasked

with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their

effects on us.

with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects

EXECUTIVE COMPENSATION .

The following table sets forth total compensation paid to our named

executive officers for the years ended December 31, 2022 and 2021 .

Individuals we refer to as our “named executive officers”

include our Chief Executive Officers and our Chief Financial Officer whose salary and bonus for services rendered in all capacities exceeded

$100,000 during the fiscal year ended December 31, 2022.

Currently, we do not have employment agreements with any of our executive

officers, although we may enter into employment agreements with our officers in the future.

The following table sets forth total

compensation paid to our executive officers for the years ended December 31, 2023 and 2022.

Incentive Plan

Name and Principal Position

Option Awards (1)

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Chief Executive Officer

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Frances Scally (5)

amounts reported in the “Option Awards” column reflect the aggregate fair value of stock-based compensation awarded during

the year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification

Topic 718, or ASC 718.

See Note 2 to our consolidated financial statements for the year ended December 31, 2022

included in this report regarding assumptions underlying the valuation of equity awards.

These amounts reflect the accounting cost for

these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the vesting

of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

this bonus, $75,000 was deferred to, and paid in, 2022.

resigned his position as our Chief Financial Officer on August 9, 2022.

$50,000 bonus was paid in 2023.

(1) The amounts reported in the “Option Awards” column

reflect the aggregate fair value of stock -based compensation awarded during the year computed in accordance with the provisions of the

Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718.

See Note 2 to SeqLL’s consolidated

financial statements for the year ended December 31, 2022 available at www.sec.gov regarding assumptions underlying the valuation

of equity awards.

These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that

may be realized by the executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the

common stock underlying such stock options.

(2) Of this bonus, $75,000 was deferred to, and paid in, 2022.

Jones shall resign from his positions with our company upon the completion of the Merger.

Kennedy resigned his position as our Chief Financial Officer

on August 9, 2022.

(4) The $50,000 bonus was paid in 2023.

Scally was appointed our Chief Financial Officer on August

Scally is a consultant to our company and all compensation for

her services is paid to DLA, LLC, a financial consulting firm with which Ms.

Scally is a consultant to our company and all compensation for her services is paid to DLA, LLC, a financial consulting

firm with which Ms.

Scally is employed.

Equity Compensation Plan Information

Scally shall resign from her position with our company upon the completion of the Merger.

Compensation Plan Information

The following table provides information as of December 31, 2023,

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Plan category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column

Securities to

Available for

2014 Equity Incentive Plan – Equity compensation plan approved by security holders

Equity compensation plans not approved

by security holders

Equity compensation plans not approved by security holders

2014 Equity Incentive Plan

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approved an amendment and restatement of our 2014 Plan to increase the number of shares of common stock available for equity awards under

the 2014 plan to 3.5 million shares.

the 2014 plan to 87,500 shares.

The description below is of our 2014 Plan as amended and restated, except as otherwise noted.

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Authorized Shares.

As of December 31, 2022, a total of

3,500,000 shares of our common stock were authorized for issuance under our 2014 Plan, and at such date, stock grants of an aggregate

of 2,003,919 shares had been made under the 2014 Plan, and 1,496,081 shares authorized under the 2014 Plan remained available

for award purposes.

All of the authorized shares may be issued pursuant to incentive stock options.

The shares available for issuance

may be authorized but unissued shares or shares reacquired by us and held in its treasury.

The share reserve under our 2014 Plan is depleted

by the maximum number of shares, if any, that may be issuable under an award as determined at the time of grant.

However, awards that

may only be settled in cash (determined at the time of grant) do not deplete the share reserve.

As of December 31, 2023, a total of 87,500 shares of our common

stock were authorized for issuance under our 2014 Plan, and at such date, stock grants of an aggregate of 67,845shares had been made under

the 2014 Plan, and 19,655 shares authorized under the 2014 Plan remained available for award purposes.

All of the authorized shares

may be issued pursuant to incentive stock options.

The shares available for issuance may be authorized but unissued shares or shares reacquired

by us and held in its treasury.

The share reserve under our 2014 Plan is depleted by the maximum number of shares, if any, that may be

issuable under an award as determined at the time of grant.

However, awards that may only be settled in cash (determined at the time of

grant) do not deplete the share reserve.

If (1) an award lapses, expires, terminates or is cancelled without

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Effect of a Sale Event.

Unless otherwise provided in an award

or other agreement, upon a “sale event,” if the successor or surviving corporation (or parent thereof) so agrees, then, without

the consent of any holder of an award (or other person with rights in an award), some or all outstanding awards may be assumed, or replaced

with the same type of award with similar terms and conditions, subject to adjustments described in our 2014 Plan, by the successor or

surviving corporation (or parent thereof) in the sale event.

Unless otherwise provided in

an award or other agreement, upon a “sale event,” if the successor or surviving corporation (or parent thereof) so agrees,

then, without the consent of any holder of an award (or other person with rights in an award), some or all outstanding awards may be assumed,

or replaced with the same type of award with similar terms and conditions, subject to adjustments described in our 2014 Plan, by the successor

or surviving corporation (or parent thereof) in the sale event.

A “sale event” is generally defined for this purpose as (1) any

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of target or the performance trend through the sale event.

Solely with respect to awards granted on and after the completion of

this offering, and except as otherwise expressly provided in any agreement with an award holder, if the receipt of any payment by an award

holder under the circumstances described above would result in the payment by the award holder of any excise tax provided for in Section 280G

and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required to prevent the imposition of

such excise tax.

Limit on Director Awards.

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by administrator at the time of the award holder’s termination of employment or service:

the termination is for cause, the award holder will forfeit all outstanding awards immediately upon termination and will not be permitted

to exercise any stock options following termination.

the termination is due to the award holder’s death or disability (when the award holder could not have been terminated for cause),

the award holder will forfeit the unvested portion of any award, and any vested stock options will remain exercisable until the earlier

of the original stock option expiration date or 12 months from the date of termination.

the termination was for any reason other than cause, death or disability (when the award holder could not have been terminated for cause),

the award holder will forfeit the unvested portion of any award, and any vested stock options will remain exercisable until the earlier

of the original stock option expiration date or three months from the date of termination.

If the termination is for cause, the award holder will forfeit all outstanding awards immediately upon termination and will not be permitted to exercise any stock options following termination.

If the termination is due to the award holder’s death or disability (when the award holder could not have been terminated for cause), the award holder will forfeit the unvested portion of any award, and any vested stock options will remain exercisable until the earlier of the original stock option expiration date or 12 months from the date of termination.

If the termination was for any reason other than cause, death or disability (when the award holder could not have been terminated for cause), the award holder will forfeit the unvested portion of any award, and any vested stock options will remain exercisable until the earlier of the original stock option expiration date or three months from the date of termination.

Term of Plan and Plan Amendments.

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of a stock option with a grant date that is effective prior to the date the administrator takes action to approve the award.

The following table sets forth information relating

to stock option grants made to our named executive officers during the fiscal year ended December 31, 2022.

January 13, 2022

(1) Reflects the aggregate fair value computed in accordance with

the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718.

See Note 2 to our consolidated financial statements for the year ended December 31, 2022 included in this report regarding

assumptions underlying the valuation of equity awards.

These amounts reflect the accounting cost for these stock options and do not reflect

the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of

the stock options, or the sale of the common stock underlying such stock options.

Incentive Plan Awards

We did not make any stock option grants to our executive officers during

the fiscal year ended December 31, 2023.

Outstanding Equity Awards at Fiscal Year-End

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Of the amount reported in the “Fees or Paid in Cash” column, $10,000 was deferred to and paid in 2023.

(2) Reflects the aggregate fair value computed in accordance with

the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718.

See Note 2 to our consolidated financial statements for the year ended December 31, 2022 included in this report regarding

assumptions underlying the valuation of equity awards.

These amounts reflect the accounting cost for these stock options and do not reflect

the actual economic value that may be realized by the named director upon the vesting of the stock options, the exercise of the stock

options, or the sale of the common stock underlying such stock options.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding the beneficial

ownership of our common stock as of March 1, 2023 by:

ownership of our common stock as of April 1, 2024 by:

person known by us to be a beneficial owner of more than 5% of our outstanding common stock;

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A person is also deemed to be a beneficial owner of any securities of which

that person has a right to acquire beneficial ownership within 60 days after March 1, 2023.

that person has a right to acquire beneficial ownership within 60 days after April 1, 2024.

Under these rules, more than one person

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power with respect to all shares of common stock shown as beneficially owned by them.

The applicable percentage ownership prior to this

offering is based on 13,886,379 shares of common stock outstanding as of March 1, 2023.

The applicable percentage ownership is based on 380,648 shares

of common stock outstanding as of April 1, 2024.

Unless otherwise noted below, the address of the persons listed on

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Name and Address of Beneficial Owner

Number of Shares

Executive Officers and Directors

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stock options.

(2) Represents

shares of common stock issuable upon the exercise of currently exercisable stock options.

(i) 250 shares of common stock and (ii) 1,926 shares of common stock issuable upon the exercise of currently exercisable

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A “related party” includes:

person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

person who beneficially owns more than 5% of our common stock;

immediate family member of any of the foregoing;

entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater

beneficial ownership interest.

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

any person who beneficially owns more than 5% of our common stock;

any immediate family member of any of the foregoing;

any entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

In March 2021, our board of directors adopted a written related-party transactions

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to affiliated parties for past services:

Genomic Diagnostic Technologies

Laurent Institute

SeqLL Omics Inc.

Laurent Realty, Inc.

Total related party payables

The above entities are affiliated with (1) William C.

a former member of the Company’s board of directors, (2) relatives of Mr.

Laurent or (3) entities controlled by the St.

family, who are controlling shareholders of the Company.

Laurent Realty, Inc.

and Genomic Diagnostic Technologies assisted the Company

by previously providing corporate accounting support;

Laurent Institute, a non-for-profit company, provided bioinformatics specialist

support for certain sequencing services.

From April 29, 2019 to April 29, 2020, we entered into a series of non-convertible

promissory notes (the “Promissory Notes”) with St.

assisted the Company by previously providing

corporate accounting support, this entity is affiliated with William C.

Laurent, a former member of the Company’s board of directors.

SeqLL Omics was formed by Daniel Jones, the Chairman

of the Board and Chief Executive Officer of the Company, and certain other Company employees, for the purpose of carrying on the Company’s

pre-Merger business after the Mergers.

SeqLL Omics currently performs research and development services for the Company, in order to facilitate

the Company’s pre-Merger research and development efforts.

The Company incurred $73,764 in relation to the services provided by

SeqLL Omics during the year ended December 31, 2023.

From April 29, 2019 to April 29, 2020, we entered into a series of

non-convertible promissory notes (the “Promissory Notes”) with St.

Laurent Investments LLC amounting to $1,375,000.

The Promissory Notes had

a one-year term with interest accruing at 10% per annum.

In October 2021, we entered into an agreement with St.

The Promissory

Notes, as amended, are accruing interest at 5% per annum.

In June 2022, we entered into an agreement with St.

Laurent Investments LLC

to reduce the interest on $1,375,000 principal amount of the Promissory Notes from 10% to 5% per year starting on October 1, 2021.

June 2022, we entered into an agreement with St.

Laurent Investments LLC to extend the maturity date of the $1,375,000 Promissory Note

to July 31, 2024.

to extend the maturity date of the Promissory Note to July 31, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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consolidated financial statements.

(2) Audit-Related

Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

(2) Audit-Related Fees — Audit-related services consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.”.

Pre-Approval Policies and Procedures

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The independent registered public accounting firm was engaged by, and reports directly to, the Audit

The Audit Committee pre-approves all audit services and permitted

non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm,

subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and

Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to the

completion of the audit.

We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the

provisions of its charter.

The Audit Committee pre-approves all audit services and permitted non-audit

services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to

the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of

Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit.

complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

Incorporation

Agreement and Plan of Reorganization

1 to Agreement and Plan of Reorganization effective as of June 22, 2023

2 to Agreement and Plan of Reorganization effective as of October 5, 2023

3 to Agreement and Plan of Reorganization effective as of October 17, 2023

Amendment No.

4 to Agreement and Plan of Reorganization effective as of November 3, 2023

Amendment No.

5 to Agreement and Plan of Reorganization effective as of January 16, 2024

Amended and Restated Certificate of Incorporation

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Sub-License Agreement dated March 15, 2013 between SeqLL, LLC and Helicos Biosciences Corporation

Asset Purchase Agreement dated as of May 29, 2023

Investor Rights Agreement dated as of September 30, 2018

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Indicates a management contract or compensatory plan.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized, on the 16th day of March, 2023.

FORM 10–K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized,

on the 9th day of April, 2024.

/s/ Daniel Jones

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Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Executive Officer and Chairman

Executive Officer)

/s/ Daniel Jones

Chief Executive Officer and Chairman

April 9, 2024

(Principal Executive Officer)

/s/ Frances Scally

Chief Financial Officer and Secretary

April 9, 2024

Frances Scally

Financial Officer and Secretary

Financial and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ Douglas Miscoll

April 9, 2024

Douglas Miscoll

/s/ David Pfeffer

April 9, 2024

David Pfeffer

Patrice Milos

April 9, 2024

Patrice Milos

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Consolidated Statements of Operations and Comprehensive Loss F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-5

Consolidated Statements of Changes in Stockholders’ Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to the Consolidated Financial Statements F-7

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive

loss, stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes to the consolidated financial

statements and schedules (collectively, the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

loss, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements

(collectively, the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of a Matter Regarding Going Concern

The accompanying

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial

statements, the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are described in Note 1.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

2 unchanged sentences

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to

be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of

the Securities and Exchange Commission and the PCAOB.

accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

17 unchanged sentences

We have served as the Company’s auditor since 2018.

March 16, 2023

April 9, 2024

Consolidated Balance Sheets

2 unchanged sentences

Marketable securities

Accounts receivable, net of allowance for doubtful accounts of $ 6,016

Accounts receivable, net of allowance for doubtful accounts of $ 24,507 and $ 6,016 as of December 31, 2023 and 2022, respectively

Other receivables

7 unchanged sentences

Accrued expenses

Non-convertible promissory notes - current

Current portion of finance lease liability

Current portion of operating lease liability

Non-convertible promissory notes

Total current liabilities

Non-current liabilities

Finance lease liability, less current portion

Operating lease liability, less current portion

9 unchanged sentences

300,000,000 shares authorized;

11,886,379 shares issued and outstanding

380,648 and 330,648 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

5 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part

of these consolidated financial statements.

See accompanying report

of independent registered public accounting firm and notes to the consolidated financial statements.

Reflects a 1-for-40 reverse stock split effective

August 30, 2023

Consolidated Statements of Operations and Comprehensive

10 unchanged sentences

Other (income) and expenses

Interest and dividend income

Unrealized (gain)/loss on marketable equity securities

Realized loss on marketable equity securities

Change in fair value of convertible notes

Loss on extinguishment of convertible notes

Interest expense

Investment income

Unrealized gain on marketable equity securities

Realized loss (gain) on marketable equity securities

Interest expense, net

( 5,627,591 )

2 unchanged sentences

Unrealized gain on marketable debt securities

Reclassification adjustment for net gains included in net loss

Total comprehensive loss

3 unchanged sentences

Weighted average common shares – basic and diluted

The accompanying notes are an integral part

of these consolidated financial statements.

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

For the years ended December 31, 2022 and 2021

See accompanying report of independent registered public accounting

firm and notes to the consolidated financial statements.

Reflects a 1-for-40 reverse stock split effective

August 30, 2023

Consolidated Statements of Changes in Stockholders’ Equity

Preferred Stock

1 unchanged sentence

Stockholders’

Income (Loss)

Balance as of December 31, 2021

$ ( 14,413,851 )

$ ( 3,854,166 )

Conversion of preferred stock into common stock

( 5,791,665 )

Stock-based compensation expense

Conversion of convertible notes into common stock

Issuance of Units in initial public offering, net of issuance costs of $ 1,555,976

Issuance of common stock to underwriters in initial public offering, net of issuance costs of $ 71,199

Other comprehensive income

( 4,094,833 )

2 unchanged sentences

$ ( 18,508,684 )

Issuance of common stock, net of issuance costs of $ 300,750

Stock-based compensation expense

Other comprehensive income

Other comprehensive loss

( 5,627,591 )

2 unchanged sentences

$ ( 24,136,275 )

The accompanying notes are an integral part

of these consolidated financial statements.

See accompanying report of independent

registered public accounting firm and notes to the consolidated financial statements.

Reflects a 1-for-40 reverse stock

split effective August 30, 2023

Consolidated Statements of Cash Flows

4 unchanged sentences

Write-off of obsolete inventory

Unrealized (gain)/loss on marketable securities

Realized loss on marketable equity securities

Loss on extinguishment of notes

Unrealized gain on marketable equity securities

Realized (gain)/loss on marketable debt and equity securities

Provision for bad debts

Stock-based compensation

Change in fair value of convertible notes

Non-cash lease expense

10 unchanged sentences

Purchases of lab equipment

Purchases of marketable equity securities

( 5,976,442 )

Purchases of marketable debt securities

( 2,800,386 )

Sales of marketable equity securities

Net cash provided by (used in) investing activities

( 4,014,153 )

Proceeds from sales of marketable equity securities

Maturity of marketable debt securities

Net cash provided by investing activities

Cash Flows from Financing Activities

Proceeds from issuance of units and common stock warrants, gross

Payment for issuance costs of units and common stock warrants

( 1,627,175 )

Payment of non-convertible promissory notes

Proceeds from issuance of convertible notes

Proceeds from issuance of common stock to underwriters

Settlement of convertible notes

Proceeds from loan payable - related party

Payment of loan payable - related party

Proceeds from issuance of common stock, gross

Payment for issuance costs of common stock

Repayments of finance lease liability

Net cash provided by financing activities

5 unchanged sentences

Right-of-use asset acquired through operating lease

Fixed assets acquired through finance lease

Leasehold improvements financed through tenant improvement allowance

Conversion of notes at initial public offering into common stock

Conversion of preferred stock par value to common stock and additional paid-in capital

Fair value of warrants of common stock issued to underwriters

The accompanying notes are an integral part

of these consolidated financial statements.

See accompanying report

of independent registered public accounting firm and notes to the consolidated financial statements.

Notes to Consolidated Financial Statements

2 unchanged sentences

and Basis of Presentation

was incorporated as a Delaware corporation on April 3, 2014.

was incorporated as a Delaware corporation

on April 3, 2014.

On April 8, 2014, SeqLL Inc.

acquired a 100 % ownership interest in SeqLL, LLC (“Subsidiary”), a domestic limited liability

company formed on March 11, 2013 in the State of Massachusetts.

is a holding company of the Subsidiary (together the “Company”

or “SeqLL”) and is a life sciences company focused on the development and application of innovative genetic analysis technologies

and the monetization of these technologies and related intellectual property.

The Subsidiary owns technology to enable the analysis of

large volumes of genetic material by directly sequencing single molecules of DNA or RNA.

The Subsidiary’s principal office is located

in Billerica, Massachusetts.

Initial Public Offering

On August 31, 2021, the Company completed its initial public offering

(“IPO”) whereby it sold 3,060,000 units, each unit consisting of one share of the Company’s common stock and a warrant

to purchase one share of common stock at an exercise price of $ 4.25 per share (the “Warrants”), at a price to the public of

$ 4.25 per unit.

The gross proceeds from the IPO were approximately $ 13 million and were offset by $ 3.2 million in offering costs, of which

$ 1.6 million was paid in cash and $ 1.6 million was issued in warrants to Maxim Group LLC (“Underwriter”) (see Note 10).

connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into

3,130,622 shares of common stock (see Note 9).

Additionally, the outstanding convertible notes converted into 641,895 shares of common

stock (see Note 8).

Pursuant to the Underwriting Agreement, the Company granted the Underwriter

a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional Warrants, to cover over-allotments

in connection with the Offering.

The Underwriter partially exercised this option and purchased 459,000 Warrants on August 31, 2021, at

$ 0.01 per Warrant.

On September 29, 2021, the Company issued 189,000 shares of common stock to the underwriters at a price of $ 4.24 per

share from the exercise of the overallotment option, raising the net proceeds of approximately $ 730,000 , net of offering costs.

On August 31, 2021, and September 29, 2021, the Company also issued

to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock at an exercise price of $ 4.675 per share (“Underwriter

Warrants”) (Note 10).

Notice from the Nasdaq Stock Market

On June 21, 2022, SeqLL received notice from The Nasdaq Stock Market

(“Nasdaq”) indicating that, because the closing bid price for its common stock has fallen below $ 1.00 per share for 30 consecutive

business days, the Company no longer complies with the $ 1.00 minimum bid price requirement for continued listing.

Initially, the Company

had approximately 180 days to regain its compliance with the Nasdaq.

On December 20, 2022, the Company filed with, and received notice from,

the Nasdaq that the Company is eligible for an additional 180 day period, in other words, until June 19, 2023, to regain its Nasdaq compliance.

The notification of noncompliance has no immediate effect on the listing

or trading of the Company’s common stock or its warrants to purchase common stock under the symbols “SQL” and “SQLLW,”

respectively.

To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for

a minimum of 10 consecutive business days.

If the Company does not regain compliance by June 19, 2023, and it

has been determined that the Company will not be able to cure the deficiency, Nasdaq will provide notice that the Company’s common

stock will be subject to delisting.

The Company would have the right to appeal a determination to delist its common stock, and the common

stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process.

acquired a 100 % ownership interest in SeqLL, LLC (“Subsidiary”), a domestic

limited liability company formed on March 11, 2013 in the State of Massachusetts.

is a holding company of the Subsidiary (together

the “Company” or “SeqLL”) and is a life sciences company focused on the development and application of innovative

genetic analysis technologies and the monetization of these technologies and related intellectual property.

The Subsidiary owns technology

to enable the analysis of large volumes of genetic material by directly sequencing single molecules of DNA or RNA.

The Subsidiary’s

principal office is located in Billerica, Massachusetts.

On April 26, 2023, SeqLL Merger LLC (“SeqLL

Merger Sub”) was formed in the State of Delaware as a wholly-owned subsidiary of the Company.

SeqLL Merger Sub was formed solely

for the purpose of completing the Mergers (defined below).

SeqLL Merger Sub has not carried on any activities as of December 31,

2023, except for activities incidental to its formation and activities undertaken in connection with the Merger.

On August 30, 2023, the Company executed one-for-40

reverse stock split as disclosed further below.

On May 29, 2023, the Company, SeqLL Merger LLC,

a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Purchaser Sub”), Atlantic Acquisition

Corp, a Delaware corporation (“Atlantic”), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned

subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer”),

IDC Technologies, Inc., a California corporation (“IDC”), and Lyneer Management Holdings LLC, a Delaware limited liability

company (“Lyneer Management”), entered into an Agreement and Plan of Reorganization (as amended, the “Merger Agreement”),

pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity (the “Lyneer

Merger”), and (ii) Purchaser Sub will subsequently be merged with and into Lyneer, with Lyneer continuing as the surviving entity

and as a wholly-owned subsidiary of the Company (the “SeqLL Merger” and, together with the Lyneer Merger, the “Mergers”).

The Merger Agreement contains customary representations

and warranties from the parties, and each party has agreed to customary covenants applicable to such party, including, among others,

covenants relating to (i) the conduct of their respective businesses in the ordinary course prior to the effective time of the Mergers

and (ii) the requirement of each party to maintain and preserve intact their respective business organizations, assets, properties and

material business relations.

The obligation of each of the Company, Atlantic

and Lyneer, and their respective subsidiaries, to complete the Mergers is subject to the fulfillment (or waiver, to the extent permissible

under applicable law) of certain customary closing conditions, plus the conditions that (i) the stockholders of the Company shall have

approved the issuance of the shares of the Company’s common stock in the Mergers, (ii) the Company completes the Capital Raise

to certain amount of gross proceeds as defined in the Merger Agreement, part of which will be used to pay the Cash Consideration (as

defined in the Merger Agreement), and (iii) the Company maintains the continued listing of the Company’s common stock on the Nasdaq

Capital Market following the Mergers.

Merger Agreement, as most recently amended on January 16, 2024, contains certain termination rights, including (i) by mutual consent

of the Company, Atlantic, IDC and Lyneer Management, (ii) by any of the Company, Atlantic, IDC or Lyneer Management upon a material breach

of the representations or of any covenants or agreements of certain other parties, (iii) by any of the Company, Atlantic, IDC or Lyneer

Management if the Mergers have not been consummated by March 15, 2024 (the “Termination Date”), (iv) by any of the Company,

Atlantic, IDC or Lyneer Management if any governmental authority shall have issued an order or taken any other action permanently enjoining,

restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, (v) by any of the Company, Atlantic, IDC

or Lyneer Management if the special meeting of the Company’s stockholders has been held and the approval of the issuance of the

common stock of the Company in the Mergers and the change of control of the Company that will be effected as a result of such issuance

and certain other proposals contemplated by the related proxy statement was not approved, or (vi) by Atlantic, IDC or Lyneer Management

if the Company is in breach of the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) or has received a notice

from Nasdaq relating to the delisting or maintenance of listing of the Company’s common stock on Nasdaq and the Company fails to

cure and maintain its listing on Nasdaq prior to the closing of the Mergers.

Prior to its amendment, under the terms of the

Merger Agreement, in connection with the consummation of the Mergers, the Company was required to declare (i) a cash dividend payable

to its stockholders of record as of April 26, 2023 (the “Record Date”) in an amount equal to the Company’s cash and

cash equivalents as of the closing date of the SeqLL Merger (exclusive of any proceeds of the Capital Raise), less any amounts withheld

for taxes and certain other obligations as of such date and (ii) a stock dividend issuable to such stockholders of an aggregate of 819,352

shares of the Company’s common stock, assuming a public offering price of $ 10.00 per share in the Capital Raise.

Subsequent amendments

removed the requirement for the declaration of such dividends in consideration of the Company’s agreement to make a settlement

offer within 90 days of the closing of the Mergers to its stockholders of record as of the Record Date for such dividends to settle any

claims for failing to pay such dividends by issuing to such stockholders the amount of cash and the number of shares of the Company’s

common stock that such stockholders would have received had such dividends been declared and made.

The terms of the Merger Agreement as further

disclosed and described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), which can

be accessed by the public over the Internet at the SEC’s website at http:/www.sec.gov or on the Company’s website at www.seqll.com/.

Reverse Stock Split

On August 29, 2023,

the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated

Certificate of Incorporation to (i) effect a reverse stock split of its issued common stock, par value $ 0.00001 per share (“Common

Stock”), in the ratio of one-for-40 (the “Reverse Stock Split”) to be effective at 11:59 p.m., eastern time, on August

30, 2023, and (ii) to increase the authorized capital stock of the Company to 320,000,000 shares, of which 300,000,000 shares shall be

Common Stock, and 20,000,000 shares shall be Preferred Stock (the “Capital Stock Increase”).

The Common Stock began trading

on a split-adjusted basis at the market open on August 31, 2023.

The Reverse Stock Split and the Capital Stock

Increase were approved by the stockholders as part of the Special Meeting.

No fractional shares were issued as a result of the Reverse

Instead, any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in

the Company’s outstanding Common Stock, except for adjustments that may have resulted from the treatment of fractional shares.

All of the Company’s historical share and

per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock

in these financial statements have been adjusted, on a retroactive basis, to reflect this 1-for-40 reverse stock split.

Asset Purchase Agreement

In connection with the execution and delivery of the Merger

Agreement, the Company entered into an asset purchase agreement (“Asset Purchase Agreement”) with SeqLL Omics, Inc., a

Delaware corporation (“SeqLL Omics”) on May 29, 2023.

SeqLL Omics was formed by Daniel Jones, the Chairman of the Board

and Chief Executive Officer of the Company, and certain other Company employees, for the purpose of carrying on the Company’s

pre-Merger business after the Mergers.

Subject to the terms and conditions of the Asset Purchase Agreement, including the

consummation of the Mergers, SeqLL Omics has agreed to purchase from the Company, and the Company has agreed to sell to SeqLL Omics,

for a purchase price of $ 1,000 , all of the Company’s rights, title and interests in the assets and properties of the Company

as it exists immediately prior to consummation of the Mergers, excluding cash and cash equivalents, including without

all inventory;

all leasehold interests

in real estate;

all contracts with customers,

vendors and suppliers and all technology license agreements;

all intellectual property

and general intangibles;

all equipment and other

tangible assets used in, or related to, its business operations;

all accounts receivable.

In addition to keeping its cash and cash equivalents,

the Company will not sell or transfer, and SeqLL Omics will not acquire, certain contracts unrelated to the Company’s pre-Merger

business operations, the Company’s corporate records or its rights under the Merger Agreement.

Pursuant to the Asset Purchase Agreement, SeqLL

Omics will assume from the Company all obligations or liabilities of the Company related to its pre-Merger business operations, including

those under the contracts and leases that it will purchase, other than the following:

obligations to pay any

rent pursuant to the Company’s real estate lease prior to the first anniversary of the closing under the Asset Purchase Agreement;

all obligations of the

Company under the Merger Agreement;

obligations of the Company

that are not related to the Company’s current business operations and arise following the closing;

● amounts payable under the promissory note of the Company in the principal amount of $ 1,375,000 payable to St.

Laurent Investments LLC, an entity affiliated with William C.

Laurent, one of the founders and (directly and through affiliates) a principal stockholder of the Company;

any obligations under the

excluded contracts.

The Company will be responsible for the payment

of transfer taxes, if any, related to the transfer of the transferred assets.

Common Stock Issuance

On February 15, 2023, the Company issued 50,000

shares of common stock to investors, after the reflection of the Reverse Stock Split, at a price of $ 36.00 per share.

The gross proceeds

of the issuance was $ 1,800,000 .

The Company incurred offering costs of $ 300,750 .

Delisting from the Nasdaq Stock Market

On September 8, 2023, and September 18, 2023, the Company received

letters from Nasdaq regarding our compliance with Nasdaq Listing Rule 5550(a)(4), which requires us to have a minimum of 500,000 publicly-held shares

of common stock, exclusive of shares held by officers, directors and 10 % stockholders.

The letters from Nasdaq indicated that according

to its calculations, as of September 7, 2023, the Company no longer met the requirements of such Rule, and the Company was given

until September 25, 2023 to submit a plan to Nasdaq to regain compliance.

On September 22, 2023, the Company advised Nasdaq

that it expected to regain compliance with Rule 5550(a)(4) upon consummation of the Merger and Nasdaq granted the Company

an extension through October 15, 2023 to demonstrate compliance with the public float rule.

On October 16, 2023, the Company

submitted a late request asking that the public float exception be extended through October 31, 2023.

On October 17, 2023, Nasdaq

issued a final extension to October 31, 2023 and advised the Company that no further continuances would be granted and that the Company’s

failure to meet the terms of the extension would result in the immediate delisting of our securities from Nasdaq.

On November 9, 2023, the Company confirmed to Nasdaq that our

public float as of October 31, 2023 and November 10, 2023, was below the minimum requirement in Rule 5550(a)(4).

On November 10,

2023, the Company received a letter from Nasdaq indicating that, in light of the Company’s inability to meet the terms of Nasdaq’s

amended decision of October 17, 2023, Nasdaq determined to delist the Company’s securities from Nasdaq.

Nasdaq suspended trading

in the Company’s securities effective at the open of trading on November 13, 2023.

As the Company is pursuing a new listing

of its securities on Nasdaq, the Company has withdrawn its request for a hearing on the delisting.

February 21, 2024, the Company received the remove from listing notice from Nasdaq as it relates to the Company’s common stock

and warrants.

Risks and Uncertainties

The Company is subject to a number of risks similar to other companies

in its industries, including rapid technological change, competition from larger pharmaceutical and biotechnology companies and dependence

on key personnel.

Results of operations may be adversely affected by various factors

that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation,

increases in interest rates, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and

geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of

one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business.

The Company is subject to a number of risks similar

to other companies in its industries, including rapid technological change, competition from larger pharmaceutical and biotechnology

companies and dependence on key personnel.

Results of operations may be adversely affected

by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s

The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions,

inflation, increases in interest rates, and geopolitical instability, such as the military conflicts in Ukraine and the Israel-Hamas

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or

the extent to which they may negatively impact the Company’s business.

Basis of Presentation

The accompanying consolidated financial statements include the accounts

of SeqLL Inc.

and its wholly-owned subsidiary, SeqLL, LLC.

All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements

include the accounts of SeqLL Inc.

and its wholly-owned subsidiaries, SeqLL, LLC and SeqLL Merger Sub.

All intercompany accounts

and transactions have been eliminated in consolidation.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared

on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We experienced negative cash flows from operations of $ 5,004,558 for the year ended December 31, 2023, which included our costs and expenses

related to the transactions contemplated by the Merger Agreement.

As a result of our recent common stock offerings in August 2021 and

February of 2023 and the maturity of our marketable debt securities, we had cash and cash equivalents of we had cash and cash equivalents

of $ 2,693,991 at December 31, 2023.

The Company estimates cash resources will be sufficient to fund its

operations into the first quarter of 2025.

The Company will need additional capital to fund its planned operations for the next 12 months,

if the Merger is not completed.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements for the years ended December

31, 2023 and 2022 were prepared under the assumption that the Company will continue as a going concern, which contemplates that the Company

will be able to realize assets and discharge liabilities in the normal course of business.

Since inception, we have funded our operations primarily through equity

and debt financings, as well as from modest sales of products and research services.

As of December 31, 2023, and we had an accumulated

deficit of $ 24,136,275 .

The Company expects that it will seek to raise additional capital through

equity offerings, grant financing, and convertible debt.

Additional funds may not be available when it needs them on terms that are acceptable

to them, or at all.

If adequate funds are not available, it may be required to delay its operational strategies, and to delay or reduce

the scope of its research or development programs.

Note 2 – Significant Accounting Policies

A summary of significant accounting policies followed by the Company

in the preparation of the accompanying consolidated financial statements are as follows:

A summary of significant accounting policies

followed by the Company in the preparation of the accompanying consolidated financial statements are as follows:

Use of Estimates

The preparation of the financial statements in conformity with accounting

principles generally accepted in the United States of America (“U.S.

GAAP”), requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements

and the reported amounts of expenses during the reporting period.

Significant estimates include but are not limited to stock-based compensation

expense, fair value of warrants and loss on extinguishment of notes.

Actual results could differ from those estimates and changes in estimates

Cash and Cash Equivalents

The Company considers all highly liquid securities readily convertible

to cash that mature within three months or less from the original date of purchase to be cash equivalents.

Financial instruments that

potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents.

The preparation of the financial statements in

conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”), requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities

at the date of the financial statements and the reported amounts of expenses during the reporting period.

Significant estimates include

but are not limited to stock-based compensation expense, and discount rates used to establish operating and finance lease liabilities.

Actual results could differ from those estimates and changes in estimates may occur.

Cash and Cash Equivalents

are held by financial institutions and are federally insured up to certain limits.

At times, the Company’s cash and cash equivalents

balance exceeds the federally insured limits.

As of December 31, 2022, the Company has not experienced a loss on its accounts for which

it exceeds federally insured deposit limits, and does not expect a loss to occur.

The Company considers all highly liquid securities

readily convertible to cash that mature within three months or less from the original date of purchase to be cash equivalents.

instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents.

and cash equivalents are held by financial institutions and are federally insured up to certain limits.

At times, the Company’s

cash and cash equivalents balance exceeds the federally insured limits.

As of December 31, 2023, the Company has not experienced a loss

on its accounts for which it exceeds federally insured deposit limits, and does not expect a loss to occur.

Accounts Receivable

In the normal course of business, the Company provides credit to its

customers and performs credit evaluations of these customers.

The Company periodically reviews accounts receivables for doubtful accounts

on a customer-by-customer basis and established an allowance to reserve for balances that are deemed uncollectible.

The allowance for

doubtful accounts was $ 6,016 as of December 31, 2022, and 2021.

Accounts receivable are presented net of an allowance for credit losses,

which is an estimate of amounts that may not be collectible.

The Company performs ongoing credit evaluations of its customers and monitors

economic conditions to identify facts and circumstances that may indicate its receivables are at risk of collection.

The Company provides

reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based

on the composition of its accounts receivable, current economic conditions and historical credit loss activity.

Amounts deemed uncollectible

are charged or written-off against the reserve.

The allowance for doubtful accounts was $ 24,507 and $ 6,016 as of December 31, 2023, and

Investments in marketable securities

The Company accounts for its investments in debt securities in accordance

with Accounting Standards Codification (“ASC”) 320, Investments — Debt Securities (“ASC 320”).

Debt securities, which are comprised of investments in U.S.

Treasury Securities, are measured at fair value, based on quoted market prices.

As the Company has classified its investments in debt securities as available-for-sale, the Company recognizes all unrealized gains and

losses in other comprehensive income, net of tax, and recognizes all realized gains and losses in net income/loss within the Company’s

consolidated statement of operations and comprehensive loss.

The Company accounts for its investments in debt

securities in accordance with Accounting Standards Codification (“ASC”) 320, Investments — Debt Securities (“ASC

Debt securities (which were comprised of investments in U.S.

Treasury Securities at December 31, 2022), are measured at

fair value, based on quoted market prices.

As the Company has classified its investments in debt securities as available-for-sale, the

Company recognizes all unrealized gains and losses in other comprehensive income, net of tax, and recognizes all realized gains and losses

in net income/loss within the Company’s consolidated statement of operations and comprehensive loss.

The Company accounts for its investments in equity securities in accordance

with ASC 321, Investments — Equity Securities (“ASC 321”).

Equity securities, which are comprised of

investments in mutual funds shares, are measured at fair value, based on quoted market prices, with all gains and losses reported in net

income/loss within the Company’s consolidated statement of operations and comprehensive loss.

The Company may sell its debt or equity securities in response to changes

in interest rates, risk/reward characteristics, liquidity needs or other factors.

Inventory consists of finished goods, work-in-process and raw materials

and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method.

Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory.

The Company evaluates

the carrying cost of finished goods, work-in-process and raw materials items.

To the extent that such costs exceed future demand estimates

and /or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of the applicable

Equity securities, which are comprised

of investments in mutual funds shares, are measured at fair value, based on quoted market prices, with all gains and losses reported

in net income/loss within the Company’s consolidated statement of operations and comprehensive loss.

The Company may sell its debt or equity securities

in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors.

Inventory consists of finished goods, work-in-process

and raw materials and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”)

As the Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory.

evaluates the carrying cost of finished goods, work-in-process and raw materials items.

To the extent that such costs exceed future demand

estimates and /or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of

the applicable inventories.

Inventory consisted of the following:

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Total inventory

In December of 2022, the Company performed a detailed evaluation of

its inventory and determined $ 79,011 was obsolete.

As such, the Company has written off this inventory as of December 31, 2022.

In December of 2022, the Company performed a

detailed evaluation of its inventory and determined $ 79,011 was obsolete.

As such, the Company has written off this inventory as

of December 31, 2022.

In March 2023, the Company performed a detailed

evaluation of its inventory and given the lack of sales activity in prior periods, the Company has written off its remaining inventory.

Property and Equipment

Property and equipment are recorded at cost and depreciated over the

estimated useful lives of the related assets using the straight-line method.

Lab and office equipment are depreciated over a five-year period.

Property and equipment are recorded at cost and

depreciated over the estimated useful lives of the related assets using the straight-line method.

Lab and office equipment are depreciated

over a five-year period.

Leasehold improvements are depreciated over the shorter of the useful life and the term of the lease.

When assets are retired or otherwise

disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any

resulting gains or losses are included in the consolidated statement of operations and comprehensive loss in the period of disposals.

to Leases below for the Company’s finance lease accounting policy.

When assets are retired or otherwise disposed of, the

cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains

or losses are included in the consolidated statement of operations and comprehensive loss in the period of disposals.

Long-lived Assets

The Company assesses, on an annual basis, the recoverability of the

carrying amount of long-lived assets used in continuing operations.

Recoverability of assets to be held and used is measured by a comparison

of the carrying amount of an asset to the future net cash flow expected to be generated by the asset.

A loss is recognized when expected

future cash flow (undiscounted and without interest) are less than the carrying amount of the asset.

The impairment loss is determined

as the difference by which the carrying amount of the asset exceeds its fair value.

No impairments were recognized in the years ended

December 31, 2022, and 2021.

The Company assesses, on an annual basis, the

recoverability of the carrying amount of long-lived assets used in continuing operations.

Recoverability of assets to be held and used

is measured by a comparison of the carrying amount of an asset to the future net cash flow expected to be generated by the asset.

is recognized when expected future cash flow (undiscounted and without interest) are less than the carrying amount of the asset.

impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value.

No impairments were

recognized in the years ended December 31, 2023, and 2022.

Revenue Recognition

The Company’s revenue is generated primarily from the sale of

products and research services.

Product revenue primarily consists of sales of genetic sequencing equipment and sequencing reagent kits.

The Company’s revenue is generated primarily

from the sale of products and research services.

Product revenue primarily consists of sales of genetic sequencing equipment and sequencing

reagent kits.

Research service revenue primarily consists of revenue generated from gene sequencing services and grants.

The Company recognizes revenue in accordance with Accounting Standards

Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company

recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration

the Company expects to receive from its customers in exchange for those products and services.

To determine the appropriate amount of

revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs a five-step process.

process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract

price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when (or as) the

performance obligations have been satisfied.

A performance obligation is considered distinct from other obligations in a contract when

it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and

is separately identified in the contract.

The Company only applies the five-step process to contracts when it is probable that the entity

will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer.

The Company evaluates contingent payments to estimate the amount which

is not probable of a material reversal to include in the transaction price using the most likely amount method.

Future payments that are

not within the control of the Company, are not considered probable of being achieved until the contingencies are resolved.

Revenue from product sales, including customized sequencing instruments

and sequencing reagent kits and off-the-shelf consumables, is recognized generally upon delivery, which is when control of the product

is deemed to be transferred.

Revenue from gene sequencing services, using the tSMS platform, is

recognized generally as the services are provided to the customer.

The components of the sequencing process, including reagent kits and

off-the-shelf consumables, sample loader and sequencer, are not distinct within the context of the gene sequencing service contract.

is because in a gene sequencing service contract the reagent kits and other components, such as off-the-shelf consumables, used in the

sequencing process, become required inputs to achieve the specified gene sequencing analysis, and the components in the sequencing process

are sequential in nature and highly interrelated as they work together to generate sample-specific data.

As the Company’s standard payment terms are less than one year,

the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component.

The Company recognizes revenue in accordance

with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company recognizes revenue when control of its products and services is transferred to its customers in an amount

that reflects the consideration the Company expects to receive from its customers in exchange for those products and services.

the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs

a five-step process.

This process involves identifying the contract with a customer, determining the performance obligations in the contract,

determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing

revenue when (or as) the performance obligations have been satisfied.

A performance obligation is considered distinct from other obligations

in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available

to the customer and is separately identified in the contract.

The Company only applies the five-step process to contracts when it is

probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to

the customer.

The Company evaluates contingent payments to

estimate the amount which is not probable of a material reversal to include in the transaction price using the most likely amount method.

Future payments that are not within the control of the Company, are not considered probable of being achieved until the contingencies

are resolved.

Revenue from product sales, including customized

sequencing instruments and sequencing reagent kits and off-the-shelf consumables, is recognized generally upon delivery, which is when

control of the product is deemed to be transferred.

Revenue from gene sequencing services, using

the tSMS platform, is recognized generally as the services are provided to the customer.

The components of the sequencing process, including

reagent kits and off-the-shelf consumables, sample loader and sequencer, are not distinct within the context of the gene sequencing service

This is because in a gene sequencing service contract the reagent kits and other components, such as off-the-shelf consumables,

used in the sequencing process, become required inputs to achieve the specified gene sequencing analysis, and the components in the sequencing

process are sequential in nature and highly interrelated as they work together to generate sample-specific data.

As the Company’s standard payment terms

are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a

significant financing component.

The Company has elected to exclude sales tax from revenue.

The Company generally has no obligations for returns, refunds and other similar

obligations and does not provide separate equipment warranties.

The Company recognized $ 0 and $ 16,484 in revenue from gene sequencing

services for the years ended December 31, 2022 and 2021, respectively.

The Company recognized $ 1,177 and $ 31,537 in revenue from product

sales for the years ended December 31, 2022 and 2021, respectively.

The Company generally has no obligations

for returns, refunds and other similar obligations and does not provide separate equipment warranties.

The Company recognized $ 0 in revenues from gene

sequencing services for the years ended December 31, 2023 and 2022, respectively.

The Company recognized $ 0 and $ 1,177 in revenues from

product sales for the years ended December 31, 2023 and 2022, respectively.

Grant Revenue

The Company’s grant revenues are derived from research programs

by various departments of the National Institute of Health (“NIH”).

Grants awarded to SeqLL for research and development by government

entities are outside the scope of the contracts with customers and contributions guidance.

This is because these granting entities are

not considered to be customers and are not receiving reciprocal value for their grant support provided to the Company.

These grants provide

the Company with payments for certain types of expenditures in return for research and development activities over a contractually defined

The Company recognizes NIH grant revenue as reimbursable grant costs

that are incurred up to pre-approved award limits within the budget period.

The costs associated with these reimbursements are reflected

as a component of research and development expense in the accompanying consolidated statements of operations and comprehensive loss.

the years ended December 31, 2022, and 2021, the Company recognized grant revenue of $ 77,482 and $ 161,974 , respectively.

The Company utilizes the liability method of accounting for income

taxes as required by ASC 740, Income Taxes .

Under this method, deferred tax assets and liabilities are determined based on differences

between financial reporting and the tax basis of assets and liabilities as well as net operating loss carryforwards and tax credits and

are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Deferred tax assets

are reduced by a valuation allowance if it is more likely than not that these assets may not be realized.

Currently, there is no provision

for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred

The Company determines whether it is more likely than not that a tax

position will be sustained upon examination.

If it is not more likely than not that a position will be sustained, none of the benefit

attributable to the position is recognized.

The tax benefit to be recognized for any tax position that meets the more-likely-than-not

recognition threshold is calculated as the largest amount that is more than 50 % likely of being realized upon resolution of the contingency.

The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

The Company’s grant revenues are derived

from research programs by various departments of the National Institute of Health (“NIH”).

Grants awarded to SeqLL for research and development

by government entities are outside the scope of the contracts with customers and contributions guidance.

This is because these granting

entities are not considered to be customers and are not receiving reciprocal value for their grant support provided to the Company.

grants provide the Company with payments for certain types of expenditures in return for research and development activities over a contractually

defined period.

The Company recognizes NIH grant revenue as reimbursable

grant costs that are incurred up to pre-approved award limits within the budget period.

The costs associated with these reimbursements

are reflected as a component of research and development expense in the accompanying consolidated statements of operations and comprehensive

In the years ended December 31, 2023, and 2022, the Company recognized grant revenue of $ 0 and $ 77,482 , respectively.

The Company utilizes the liability method of

accounting for income taxes as required by ASC 740, Income Taxes .

Under this method, deferred tax assets and liabilities are determined

based on differences between financial reporting and the tax basis of assets and liabilities as well as net operating loss carryforwards

and tax credits and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized.

there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been

provided on the net deferred tax assets.

The Company determines whether it is more likely

than not that a tax position will be sustained upon examination.

If it is not more likely than not that a position will be sustained,

none of the benefit attributable to the position is recognized.

The tax benefit to be recognized for any tax position that meets the

more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50 % likely of being realized upon resolution

of the contingency.

The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income

The Company has no accruals for interest or penalties related to income

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Stock-based Compensation

The Company’s share-based compensation program grants awards

include stock options and restricted stock awards.

The fair value of stock option grants is estimated as of the date of the grant using

the Black-Scholes option pricing model.

The fair value of restricted stock awards is based on the fair value of the Company’s common

stock on the date of the grant.

The fair value of the stock-based awards are then expensed over the requisite service period, generally

the vesting period, for each award.

The Company’s expected stock price volatility assumption is based

on the volatility of comparable public companies.

The expected term of a stock option granted to employees and directors (including non-employee

directors) is based on the average of the contractual term (generally 10 years) and the vesting period.

For non-employee options, the

expected term is the contractual term.

The Company’s stock-based compensation

program awards include stock options and restricted stock awards.

The fair value of stock option grants is estimated as of the date of

the grant using the Black-Scholes option pricing model.

The fair value of restricted stock units is based on the fair value of the Company’s

common stock on the date of the grant.

The fair value of the awards is then expensed over the requisite service period, generally the

vesting period, for each award as compensation expense.

The Company’s expected stock price volatility

assumption is based on the volatility of comparable public companies.

The expected term of a stock option granted to employees and directors

(including non-employee directors) is based on the average of the contractual term (generally 10 years) and the vesting period.

For non-employee

options, the expected term is the contractual term.

The risk-free interest rate is based on the yield of U.S.

Treasury securities consistent with the

life of the option.

No dividend yield was assumed as the Company does not pay dividends on its common stock.

The Company recognizes forfeitures

related to stock-based awards as they occur.

The Company has periodically granted stock options and restricted stock

awards to consultants for services, pursuant to the Company’s stock plans at the fair market value on the respective dates of grant.

Should the Company terminate any of its consulting agreements, the unvested options underlying the agreements would be cancelled.

awards granted to consultants and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally

the period services are rendered by such consultants and non-employees.

The assumptions used in determining the fair value of share-based awards

granted in 2022 and 2021 are as follows:

Treasury securities consistent

with the life of the option.

The expected dividend yield was set to zero as the Company does not pay dividends on its common stock and

there was no expectation of doing so as of the respective grant dates.

The Company recognizes forfeitures related to stock-based awards

as they occur.

The Company has periodically granted stock options

and restricted stock units to non-employees for services pursuant to the Company’s stock plans at the fair market value on the

respective dates of grant.

Should the Company terminate any of its consulting agreements, the unvested options underlying the agreements

would be cancelled.

For awards granted to non-employees, compensation expense is recognized over the service period.

The assumptions used in determining the fair

value of share-based awards granted during the years ended December 31, 2023 and 2022 are as follows:

Risk-free interest rate

3.59 % – 4.13 %

Expected option life

6 – 6.1 years

Expected dividend yield

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Research and Development Expenses

The Company expenses all research and development costs as incurred.

Included in research and development costs are wages, stock-based compensation and benefits of employees and other operational costs related

to the Company’s research and development activities, including facility-related expenses and external costs of outside contractors

engaged by the Company.

The Company operates in a single business segment that includes the

design, development and manufacturing of genetic analysis technologies.

In the first quarter of 2022, the Company adopted Accounting Standards

Update (“ASU”) No.

2016-02, Leases (Topic 842) which had no impact on the Company’s financial statements

upon adoption.

The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation

of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time.

The Company recognizes

right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount

rate corresponding to the Company’s incremental borrowing rate and amortizing over the remaining terms of the leases.

Company accounts for the leases of less than 12 months as short-term leases.

The Company expenses all research and development

costs as incurred.

Included in research and development costs are wages, stock-based compensation and benefits of employees and other

operational costs related to the Company’s research and development activities, including facility-related expenses and external

costs of outside contractors engaged by the Company.

The Company operates in a single business segment

that includes the design, development and commercialization of products and services based on its proprietary genetic analysis technologies.

The Company accounts for its leases in accordance

2016-02, Leases (Topic 842) .

The Company assesses its contracts at inception to determine whether the contract contains

a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a

period of time.

The Company classifies its leases as either finance or operating leases, with classification affecting the pattern of

expense recognition in the Company’s consolidated financial statements.

The Company accounts for the leases of less than 12 months

as short-term leases.

The Company recognizes right-of-use assets and

lease liabilities that represent the net present value of future lease payments utilizing the discount rate implicit in the lease.

the implicit rate is not available, the Company uses incremental borrowing rate.

The Company amortizes the right-of-use assets over the

remaining terms of the specific lease.

The Company’s operating lease is included

in Operating lease right-of-use asset, and Current portion of operating lease liability and Operating lease liability, less current portion

in the consolidated balance sheets.

The Company’s finance lease is included

in Property and equipment, net, Current portion of finance lease liability and Finance lease liability, less current portion in the consolidated

balance sheets.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the

weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities

if their effect is antidilutive.

Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares

of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted

Dilutive common stock equivalents are comprised of options outstanding under the Company’s stock option plan and warrants.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion

of the potentially dilutive securities would be antidilutive.

The following potential shares of common stock were not considered

in the computation of diluted net loss per share as their effect would have been antidilutive:

Basic net loss per share is computed by dividing

the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially

dilutive securities if their effect is antidilutive.

Diluted net loss per share is computed by dividing the net loss by the weighted

average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury

stock and if-converted methods.

Dilutive common stock equivalents are comprised of options outstanding under the Company’s stock

option plan and warrants.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted

shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The following potential shares of common stock

were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

Restricted stock units

Stock options

Warrants for common stock

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) No.

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments-Credit Losses:

Measurement of Credit Losses

on Financial Instruments.

ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets.

In April 2019,

the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit

Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13.

The guidance is effective for fiscal

years beginning after December 15, 2022.

The Company has adopted ASU 2016-13 effective January 1, 2023, for which, there was an immaterial

impact on the Company’s financial statements and financial statement disclosures.

The Company does not believe that any other recently issued accounting

pronouncements had or will have a material effect on its consolidated financial statements.

Measurement of Credit Losses on Financial Instruments .

ASU 2016-13 requires measurement and recognition of expected credit losses

for financial assets.

In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to

Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , or ASU

The guidance is effective for fiscal years beginning after December 15, 2022.

The Company adopted this standard on January 1,

2023, which had no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

The Company does not believe that any recently

issued but not yet effective accounting pronouncements will have a material effect on the accompanying consolidated financial statements.

Note 3 – Property and Equipment, net

Property and equipment are recorded at historical cost and consist

of the following:

Property and equipment are recorded at historical

cost and consist of the following:

Lab equipment

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accumulated depreciation

During the year ended December 31, 2023, the

Company wrote off $ 232,693 of fully depreciated obsolete assets.

Depreciation expense amounted to $ 154,234 and $ 86,397 for the years

ended December 31, 2023 and 2022, respectively, of which $ 28,125 and $ 0 related to the equipment under the finance lease for the years

ended December 31, 2023 and 2022, respectively.

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Note 5 – Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent

framework for measuring fair value and requires disclosure for each major asset and liability category measured at fair value on either

a recurring or non-recurring basis.

Fair value is defined as an exit price, representing the amount that would be received to sell an

asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement

that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering

such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring

fair value as follows:

Observable inputs such as quoted prices in active markets.

Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The accounting guidance defines fair value, establishes

a consistent framework for measuring fair value and requires disclosure for each major asset and liability category measured at fair

value on either a recurring or non-recurring basis.

Fair value is defined as an exit price, representing the amount that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based

measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value as follows:

Observable inputs such

as quoted prices in active markets.

Inputs, other than the

quoted prices in active markets that are observable either directly or indirectly.

Unobservable inputs in

which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company did not have any assets or liabilities

that were measured at fair value on a recurring basis as of December 31, 2023.

The following table summarizes fair value measurements by level on

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government and agency obligations

The following table summarizes fair value measurements by level on

December 31, 2021 of the Company’s assets measured at fair value on a recurring basis:

Fair Value Measurements Using

Cash and cash equivalents

Total financial assets

The Company determines fair value for cash equivalents and marketable

securities with Level 1 inputs through the reference to the quoted market prices.

The table below presents the 2021 changes in Level 3 liabilities measured

at fair value on a recurring basis (See Note 8).

Balance at December 31, 2020

Issuance of Amended Notes (Note 8)

Change in fair value of convertible notes

Fair value of convertible notes at IPO date

( 3,364,198 )

Balance at December 31, 2021

At the IPO date, the Amended Notes were converted into 641,895 shares

of common stock (see Note 8).

The interest expense of $ 89,239 for the period between the date of the Conversion Agreements related to

the Amended Notes (see Note 8) and December 31, 2021, is included in the change in fair value of the Amended Notes.

There are no assets or liabilities measured at fair value on a non-recurring

1 unchanged sentence

The carrying values of financial instruments such as accounts receivable,

net, other receivables, accounts payable, and accrued expenses approximated fair value as of December 31, 2022 and December 31, 2021 due

to their short-term maturities.

The carrying value of the Company’s Non-Convertible Promissory Note approximated its fair value

as of December 31, 2022 and December 31, 2021.

net, other receivables, accounts payable, and accrued expenses approximated their fair values as of December 31, 2023 and December 31,

2022 due to their short-term maturities.

The carrying value of the Company’s Non-Convertible Promissory Notes approximated its fair

value as of December 31, 2023 and December 31, 2022.

Note 6 – Stock Option Plan

The Company’s 2014 Equity Incentive Plan (the “2014 Plan”)

permits the grant of options for its common stock and shares of common stock to its employees, board members and consultants for up to

3,500,000 shares.

As of December 31, 2022, there were 1,496,081 shares available for

future issuance under the Plan.

The Company’s 2014 Equity Incentive Plan

(the “2014 Plan”) permits the grant of options and restricted stock units for its common stock and shares of common stock

to its employees, board members and consultants for up to 87,500 shares.

As of December 31, 2023, there were 19,655 shares available for future

issuance under the 2014 Plan.

Generally, option awards are granted with an exercise price equal to the fair value of the Company’s

stock at the date of grant and vest over a period of four years .

No option may have a term in excess of ten years from the option grant

Share awards generally vest over a period of four years .

Certain option and share awards provide for accelerated vesting if there

is a change in control (as defined by the 2014 Plan).

The weighted average grant date fair value of options granted in 2022 and 2021 were

$ 0.89 and $ 1.15 , respectively, per share.

The stock option activity for the year ended December 31, 2022 is as

Exercise Price

stock at the date of grant and vest over a period of three to four years.

No option may have a term in excess of ten years from the option

Certain option and share awards provide for accelerated vesting if there is a change in control (as defined by the 2014 Plan).

The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 11.60 and $ 35.60 ,

respectively, per share.

The stock option activity for the year ended

December 31, 2023 is as follows:

Outstanding as of December 31, 2022

Cancelled/Forfeited

Outstanding of December 31, 2023

Exercisable at December 31, 2023

The restricted stock unit activity for the year

ended December 31, 2023 is as follows:

Outstanding as of December 31, 2022

Outstanding of December 31, 2023

Exercisable at December 31, 2023

During the years ended December 31, 2023 and 2022, the Company recorded

$ 256,900 and $ 333,978 of stock-based compensation associated with granted and vested stock options, respectively.

As of December 31, 2022,

there was $ 710,812 of unrecognized compensation expense related to unvested share-based compensation awards, which will be recognized

over approximately 1.5 years.

$ 391,649 and $ 256,900 of stock-based compensation associated with granted and vested stock options and restricted

stock units, respectively.

As of December 31, 2023, there was $ 682,312 of unrecognized compensation expense related to unvested stock-based

compensation awards, which will be recognized over approximately 1.16 years.

Note 7 – Related Party Transactions

At December 31, 2022 and 2021, the Company had the following outstanding

payables, which are included within the Company’s accounts payable above, to affiliated parties for past services:

At December 31, 2023 and 2022, the Company had

the following outstanding payables, which are included within the Company’s accounts payable above, to affiliated parties for past

SeqLL Omics Inc.

Genomic Diagnostic Technologies

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Total related party payables

The above entities are affiliated with (1) William C.

a former member of the Company’s board of directors, (2) relatives of Mr.

Laurent or (3) entities controlled by the St.

family, who are controlling shareholders of the Company.

The above entities are affiliated with (1) William

Laurent, a former member of the Company’s board of directors, (2) relatives of Mr.

Laurent or (3) entities controlled

Laurent family, who are controlling shareholders of the Company.

Laurent Realty, Inc.

and Genomic Diagnostic Technologies assisted the Company

by previously providing corporate accounting support;

Laurent Institute, a non-for-profit company, provided bioinformatics specialist

support for certain sequencing services.

During 2021, Daniel Jones, the Company’s Chief Executive Officer,

made non-interest-bearing demand loans to the Company in the amounts of $ 90,000 and $ 50,000 .

Both loans were repaid in full with proceeds

from the IPO.

and Genomic Diagnostic Technologies

assisted the Company by previously providing corporate accounting support;

Laurent Institute, a non-for-profit company, provided

bioinformatics specialist support for certain sequencing services.

SeqLL Omics was formed by Daniel Jones, the Chairman

of the Board and Chief Executive Officer of the Company, and certain other Company employees, for the purpose of carrying on the Company’s

pre-Merger business after the Mergers.

SeqLL Omics currently performs research and development services for the Company, in order to

facilitate the Company’s pre-Merger research and development efforts.

The Company incurred $ 73,764 in relation to the services

provided by SeqLL Omics during the year ended December 31, 2023.

Note 8 – Notes Payable

The Company entered into a series of convertible promissory notes (the

“Convertible Notes”) through April 8, 2019, with certain preferred stockholders amounting to $ 905,000 .

The Convertible Notes

had a one-year term and accrued interest at 10 % per annum.

The Convertible Notes were convertible at the lower of $ 3.10 per share or a

20 % discount to the share price paid by the purchasers of equity securities in the Company’s next Qualified Financing, as defined

in the convertible note agreement.

From April 29, 2019, to April 29, 2020, the Company entered into a

series of non-convertible promissory notes (the “Promissory Notes”) with a certain preferred stockholder amounting to $ 1,375,000 .

From April 29, 2019, to April 29, 2020, the Company

entered into a series of non-convertible promissory notes, as amended (the “Promissory Notes”) with a certain preferred stockholder

amounting to $ 1,375,000 .

The Promissory Notes had a one-year term with interest accruing at 5 % per annum.

In November and December 2020, the Company issued senior secured convertible

promissory notes to a third-party investor amounting to $ 200,000 .

These notes accrued interest at 10 % per annum, were to be repaid at

the earlier of December 31, 2022 , or the Company’s next qualified financing of a minimum of $ 7.5 million (as defined in the notes

agreement) and were convertible at $ 3.75 per share.

On December 31, 2020, the Company issued a non-convertible promissory

Laurent Investments LLC amounting to $ 426,020 due July 31, 2022 , bearing 10 % interest per annum in exchange for the accrued

interest on all its notes of the Company outstanding through that date.

From January to March 2021, the Company issued senior secured convertible

promissory notes to investors for total proceeds of $ 250,000 .

The Convertible Notes accrued interest at 10 % per annum, matured at the

earlier of December 31, 2022 , or the Company’s next qualified equity offering of a minimum of $ 7.5 million, and were convertible

at $ 3.75 per share.

On February 3, 2021, the preferred stockholder and the holder of $ 2,910,710

in the Convertible Notes and Promissory Notes of the Company granted the Company an extension on all its notes of the Company to be repaid

on or before July 31, 2022.

This amendment was accounted for on a prospective basis under the troubled debt restructuring guidance.

In March 2021, the Company entered into a series of agreements with

the noteholders to automatically convert $ 786,730 in outstanding Promissory Notes and $ 1,305,000 in Convertible Notes (together, “Amended

Notes”), to common stock upon the closing of the IPO (“Conversion Agreements”), of which $ 1,552,683 was held by St.

Laurent Investments, LLC and its affiliates.

Under the terms of the conversion agreements, $ 826,020 and $ 1,265,710 in Amended Notes were

to be converted at the closing of the IPO based on the $ 3.75 and $ 3.10 conversion prices, respectively.

Since the automatic conversion

could result in a material benefit to the noteholders, this amendment was deemed substantive and was accounted for as an extinguishment

Accordingly, the Company recognized a loss on extinguishment of debt totaling $ 934,257 in the consolidated statement of operations

and comprehensive loss for the three months ended March 2021, which represented the excess of the fair value of the Amended Notes totaling

$ 3,118,235 over their carrying value of $ 2,183,978 .

The Company elected the option to account for the Amended Notes at fair value, with

the changes in fair value recognized in the statement of operations and comprehensive loss.

The fair value of the Amended Notes was estimated

using probability weighted expected payouts under various settlement scenarios, discounted to their present value based on the estimated

effective rate of return.

On April 29, 2021, the Company entered into an agreement with a noteholder

to automatically convert an additional $ 50,000 in outstanding Amended Notes, including any accrued interest, to common stock upon the

closing of the IPO at the conversion price of $ 3.75 per share.

At the IPO date, the Amended Notes automatically converted based on

their original terms into 641,895 shares of common stock.

The fair value of the Amended Notes of $ 3,364,198 immediately prior to the conversion,

less a $ 141,884 cash payment related to the accrued interest, was reclassified into the additional paid in capital on the consolidated

balance sheet.

The fair value of the Amended Notes at the conversion date was estimated based on the fair value of the common stock issued

upon the conversion.

The Company recognized $ 195,962 loss due to the change in fair value

of the Amended Notes between the amendment date and their conversion at the IPO date.

In October 2021, the Company entered into an agreement with St.

Investments LLC to reduce the interest on $ 1,375,000 principal amount of the Promissory Notes from 10 % to 5 % per year starting on October

The Company accounted for this transaction as a modification on a prospective basis.

In October 2021, the Company repaid $ 270,000 of the Promissory Notes

to William C.

St Laurent in cash.

In connection with all the Convertible Notes and Promissory Notes issued

during 2021 and 2020, the Company issued warrants to noteholders to purchase the total of 66,665 and 53,333 shares of the Company’s

common stock, including 11,466 to the placement agent (see Note 10).

The fair values of these warrants were immaterial at issuance.

In June 2022, the Company entered into an agreement with St.

Investments LLC to extend the maturity date of the $ 1,375,000 Promissory Note to July 31, 2024 .

The Company accounted for this transaction

as a modification on a prospective basis.

For the years ended December 31, 2022, and 2021, interest expense related

to both convertible and non-convertible promissory notes was $ 90,748 and $ 208,289 , respectively.

Note 9 – Preferred Stock

The Series A-1 Preferred Stock (“Series A-1”) and Series

A-2 Preferred Stock (“Series A-2”) collectively the “Preferred Stock”, could be converted at any time at the election

of the holder into common stock at an initial conversion price determined by dividing the Series A-1 original issue price of $ 0.59 , as

amended, by the Series A-1 conversion price of $ 0.59 ;

and the Series A-2 original issue price of $ 3.10 , as amended, by the Series A-2

conversion price of $ 3.10 ;

both were subject to adjustment for stock splits, stock combinations and the like, and to a weighted-average

adjustment for future issuances of common stock, warrants or rights to purchase common stock or securities convertible into common stock

for a consideration per share that is less than the then-applicable conversion price, subject to certain exceptions listed in the Charter.

The Preferred Stock was subject to automatic conversion upon (i) the

closing of an initial public offering of the common stock at a price per share equal to at least $9.25 (as adjusted for any stock splits,

stock dividends, combinations, subdivisions, recapitalization or the like) in an underwritten public offering in which the Company raised

gross proceeds of at least $10 million or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred

Stock voting together as a single class.

In connection with the IPO, all of the outstanding shares of the Company’s

convertible preferred stock automatically converted into 3,130,622 shares of common stock.

In June 2022, the Company entered

into an agreement with St.

Laurent Investments LLC to extend the maturity date of the $ 1,375,000 Promissory Note to July 31, 2024.

Company accounted for this transaction as a modification on a prospective basis.

For the years ended December 31, 2023 and 2022,

interest expense related to the non-convertible promissory notes was $ 68,370 and $ 90,748 , respectively.

Note 9 – Common Stock Warrants

On March 16, 2021, the Company made a down payment to ShareIntel-Shareholder

Intelligence Services, LLC for anticipated services connected to the Company’s planned offering, which was in the form of issuing

9,865 warrants to purchase common stock at $ 4.10 per share, with an expiration date of June 30, 2024.

The warrants are exercisable starting

at their issuance dates.

On August 31, 2021, the Company sold an aggregate of 3,060,000 units

at a price to the public of $ 4.25 per unit, each unit consisting of one share of the Company’s common stock and a warrant to purchase

one share of common stock at an exercise price of $ 4.25 per share.

In addition, pursuant to the Underwriting Agreement, the Company granted

the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional warrants, to cover

over-allotments in connection with the Offering.

The Underwriter partially exercised this option and purchased 459,000 warrants on the

closing date at $0.01 per Warrant, for the total proceeds of $4,590.

These warrants are exercisable at any time from the issuance date

at $ 4.25 for common stock shares and have a five -year term.

The warrants may be exercised for cash or through cashless exercise.

The Company may redeem the outstanding warrants, in whole and not in

part, at $0.001 per warrant if, after thirteen months from the issuance date, (i) the daily volume weighted average price of the Common

Stock for each of 10 consecutive trading days (Measurement Period) exceeds $12.75 (subject to adjustment for forward and reverse stock

splits, recapitalizations, stock dividends and the like after the issuance date), (ii) the average daily volume for such Measurement Period

exceeds $1,000,000 per Trading Day and (iii) the holders of warrants are not in possession of any information that constitutes, or might

constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors,

employees, agents or Affiliates.

Pursuant to the Underwriting Agreement, on August 31, 2021, and September

29, 2021, the Company also issued to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock as a compensation

for their services.

These warrants are exercisable at any time from the issuance date at $ 4.675 per share of common stock and have a term

of five years through August 26, 2026 .

The total fair value of the warrants granted to the Underwriter was $ 1,642,486 at the issuance

The Company estimated the fair value of the warrants using the Black-Scholes option pricing model based on the following assumptions:

Risk-free interest rate

0.77 % - 1.01 %

Expected life

Dividend yield

The following table summarizes information with regard to outstanding

warrants to purchase common stock as of December 31, 2022:

The following table summarizes information with

regard to outstanding warrants to purchase common stock as of December 31, 2023:

Issuance Date

Expiration Date

During the year ended December 31, 2023, warrants to purchase 12,162

shares of common stock with an exercise price of $ 3.10 expired.

and 1,763 shares of common stock with an exercise price of $ 86.40 and $ 124.00 , respectively, expired.

During the year ended December 31, 2022, warrants to purchase 130 shares

of common stock with an exercise price of $ 124.00 expired.

Note 10 – Marketable Securities

The cost and fair value of marketable securities, which are available-for-sale

debt securities, were $ 4,013,563 and $ 4,036,014 as of December 31, 2022, respectively, resulting in a $ 22,451 unrealized gain included

in the other comprehensive income for the year ended December 31, 2022.

As of December 31, 2022, the contractual maturities for all available-for-sale

debt securities were less than one year .

Additionally, the Company recognized a net realized loss of $ 51,816

The Company did not hold any marketable securities

as of December 31, 2023.

The cost and fair value of marketable securities,

which are available-for-sale debt securities, were $ 4,013,563 and $ 4,036,014 as of December 31, 2022, respectively, resulting in

a $ 22,451 unrealized gain included in the other comprehensive income for the year ended December 31, 2022.

The Company recognized a net realized loss of

$ 51,816 on marketable equity securities for the year ended December 31, 2022.

The cost and fair value of marketable equity securities were $ 5,976,442

and $ 5,933,364 as of December 31, 2021, respectively, resulting in $ 43,078 unrealized loss included in the consolidated statement

of operations and comprehensive loss for the year ended December 31, 2021.

The Company’s interest and dividend income amounted to $ 44,879

and $ 36,463 for the years ended December 31, 2022, and 2021, respectively.

The Company has not recognized any impairment in its financial statements

related to its marketable securities.

Note 12 – Paycheck Protection Program

On May 5, 2021, and May 7, 2020, the Company applied for and received

loans for $ 190,100 in each year in connection with the Paycheck Protection Program (“PPP”) pursuant to the CARES Act that

was signed into law on March 27, 2020.

The loans had terms of 5 years, were unsecured and were guaranteed

by the Small Business Administration (“SBA”).

The loans bore interest at one percent per annum.

Loan payments were to be deferred

for borrowers who apply for loan forgiveness until the SBA remits the borrower’s loan forgiveness amount to the lender.

If a borrower

did not apply for loan forgiveness, payments were to be deferred 10 months after the end of the covered period for the borrower’s

loan forgiveness (between 8 and 24 weeks).

Some or all of the loans could be forgiven if at least 75 % of the loans’

proceeds were used by the Company to cover payroll costs, including benefits, and if the Company maintained its employment and compensation

within certain parameters during the period following the loans’ origination date and complied with other relevant conditions.

The Company elected to account for the PPP loans as an in-substance government

grants by applying the guidance in International Accounting Standards 20 by analogy based on the assessment that it is probable that it

will meet both (a) the eligibility criteria for a PPP loan, and (b) the loan forgiveness criteria for all or substantially all of the

Under this guidance, the Company recorded the loans’ proceeds in other income in the consolidated statement of operations

and comprehensive loss for the years in which the Company received a PPP Loan.

As of December 31, 2022, both of the PPP Loans referenced above were

The Company’s interest and dividend income

amounted to $ 106,051 and $ 44,879 for the years ended December 31, 2023, and 2022, respectively.

Note 11 - Income Taxes

The Tax Cuts and Jobs Act (the “TCJA”) resulted in significant

changes to the treatment of research or experimental (“R&E”) expenditures under Section 174.

For tax years beginning after

December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures that are paid or incurred in connection

with their trade or business which represent costs in the experimental or laboratory sense.

Specifically, costs for U.S.

activities must be amortized over five years and costs for foreign R&E activities must be amortized over 15 years;

both using a midyear

The Company has implemented this standard on January 1, 2022, noting that the impact on the Company’s consolidated financial

statements was immaterial.

The Tax Cuts and Jobs Act (the “TCJA”)

resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures under Section 174.

For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures that are

paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense.

Specifically,

costs for U.S.

based R&E activities must be amortized over five years and costs for foreign R&E activities must be amortized

over 15 years;

both using a midyear convention.

The Company has implemented this standard on January 1, 2022, noting that the impact

on the Company’s consolidated financial statements was immaterial.

The Company is subject to United States federal and Massachusetts state

5 unchanged sentences

At December 31, 2023, the Company has a federal and state net, operating loss carryforward of

approximately $ 17,368,019 and $ 17,090,960 , respectively, which begins expiring in 2034.

approximately $ 21,893,488 and $ 21,486,471 , respectively, which begin expiring in 2034.

The Company’s 2018 and after federal net

3 unchanged sentences

During the years ended December 31, 2023 and 2022, the

valuation allowance increased by approximately $ 1.2 million in both years.

As of December 31, 2022, the Company did not maintain any foreign

subsidiaries and did not have previously deferred foreign earnings subject to the transition tax.

The income tax benefit differs from the amount of income tax determined

by applying the U.S.

federal income tax rate to pretax income for the years ended December 31, 2022 and 2021 due to the following:

valuation allowance increased by approximately $ 0.8 million and $ 1.2 million, respectively.

As of December 31, 2023, the Company did

not maintain any foreign subsidiaries and did not have previously deferred foreign earnings subject to the transition tax.

The income tax benefit differs from the amount

of income tax determined by applying the U.S.

federal income tax rate to pretax income for the years ended December 31, 2023 and

2022 due to the following:

Computed “expected” tax benefit

4 unchanged sentences

Note 12 – Commitments and Contingencies

The Company’s office space lease in Woburn, Massachusetts (the

“Woburn Lease”) for the Company’s corporate headquarters was on a month-to-month basis since November 2020 and was terminated

in February 2022.

The rent expense for this lease was $ 14,239 and $ 216,860 for the years ended December 31, 2022 and 2021, respectively.

On February 2, 2022, the Company entered into a lease agreement for

approximately 15,638 square feet of its new corporate office space in Billerica, Massachusetts (the “Billerica Lease”).

Billerica Lease has a term of 92 months from its effective date and included access to certain additional office space until August 1,

The Company’s office space lease in Woburn,

Massachusetts (the “Woburn Lease”) for the Company’s corporate headquarters was on a month-to-month basis since November

2020 and was terminated in February 2022.

The rent expense for this lease was $ 0 and $ 14,239 for the years ended December 31, 2023 and

2022, respectively.

On February 2, 2022, the Company entered into

a lease agreement for approximately 15,638 square feet of its new corporate office space in Billerica, Massachusetts (the “Billerica

The Billerica Lease has a term of 92 months from its effective date and included access to certain additional office space

until August 1, 2022.

In addition, the Company is required to share in certain taxes and operating expenses of the Billerica Lease.

The Billerica Lease is classified as an operating lease.

At the inception

date of the Billerica Lease, the Company recorded a right-of-use asset of $ 1,481,646 in operating lease right-of-use asset, as well as

a lease liability of $ 12,222 in current liabilities and $ 1,547,614 in long-term liabilities.

The operating lease right-of use asset is

less than that of the Company’s lease liabilities as of the lease inception date.

This is due to the fact that the Company as part

of the Billerica Lease was allowed certain tenant improvement allowances, which amounted to $ 78,190 at lease inception.

This lease liability

represented the net present value of future lease payments for the lease utilizing a discount rate of 5.98 %, which corresponded to the

Company’s incremental borrowing rate.

In August 2022, the Company received the tenant improvement allowance

from the landlord, which totaled approximately $ 312,758 .

This allowance covered the leasehold improvements to the Billerica space and

was accounted for as a reduction to the right-of-use asset.

As of December 31, 2022, the remaining lease term was 6.8 years.

The Company recorded expense related to the Billerica Lease in the

amount of $ 200,350 year ended December 31, 2022.

Variable lease expenses recorded by the Company were immaterial for the

year ended December 31, 2022.

During the years ended December 31, 2022, the Company made cash payments

of $ 88,366 , for amounts included in the measurement of lease liabilities.

The following table reconciles the undiscounted lease liabilities to

the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2022:

The Billerica Lease is classified as an operating

At the inception date of the Billerica Lease, the Company recorded a right-of-use asset of $ 1,481,646 in operating lease right-of-use

asset, as well as a lease liability of $ 12,222 in current liabilities and $ 1,547,614 in long-term liabilities.

The operating lease right-of

use asset is less than that of the Company’s lease liabilities as of the lease inception date.

This is due to the fact that the

Company as part of the Billerica Lease was allowed certain tenant improvement allowances, which amounted to $ 78,190 at lease inception.

This lease liability represented the net present value of future lease payments for the lease utilizing a discount rate of 5.98 %, which

corresponded to the Company’s incremental borrowing rate.

In August 2022, the Company received the tenant

improvement allowance from the landlord, which totaled approximately $ 312,758 .

This allowance covered the leasehold improvements to the

Billerica space and was accounted for as a reduction to the right-of-use asset.

As of December 31, 2023, the remaining lease term was

The Company recorded expense related to the Billerica

Lease in the amount of $ 218,563 and $ 200,350 for the years ended December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023 and

2022, the Company made cash payments of $ 197,307 and $ 88,366 , for amounts included in the measurement of lease liabilities.

As of December 31, 2023, the Company has presented

$ 198,314 in current portion of operating lease liability and $ 1,246,033 in operating lease liability, less current portion.

Finance Lease

On May 1, 2023, the Company entered into a lease

agreement for laboratory equipment (the “Equipment Lease”).

The Equipment Lease has a term of 36 months from its effective

date, and an end of lease purchase option of $ 1 .

The Equipment Lease was classified as a finance lease.

At the inception date of the

Equipment Lease, the Company recorded a right-of-use asset of $ 187,497 in property and equipment, net, as well as a lease liability of

$ 52,881 in current liabilities and $ 97,110 in long-term liabilities.

The finance lease right of use asset is more than that of the Company’s

lease liabilities at the inception of the lease due to a prepayment on the lease made by the Company of $ 37,506 .

The lease liability

represented the net present value of future lease payments over the lease term utilizing a discount rate of 17.44 %, which corresponded

to the rate implicit to the lease.

As of December 31, 2023, the remaining lease

term was 1.75 years.

The Company recorded expense of $ 38,854 related

to the Equipment Lease for the year ended December 31, 2023.

The Company made cash payments of $ 54,281 for

the year ended December 31, 2023.

Interest expense related to the Equipment Lease

totaled $ 15,428 for the year ended December 31, 2023.

The equipment is included in Property and equipment, net and is depreciated on

a straight-line basis over a five-year period.

The Company amortizes the equipment over its useful life as the Company is reasonably

certain to exercise the $ 1 purchase option for the equipment at the end of the lease term.

Depreciation expense related to finance lease

assets totaled $ 28,125 for the year ended December 31, 2023.

As of December 31, 2023, the Company has presented

$ 59,659 in current portion of finance lease liability and $ 51,481 in finance lease liability, less current portion.

The following table reconciles the undiscounted

lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2023:

Total undiscounted lease liabilities

1 unchanged sentence

Total lease liabilities

Reported as of December 31, 2022:

Current portion of operating lease liability

Operating lease liability, less current portion

Total lease liabilities

Note 13 – Subsequent Events

On February 13, 2023, the Company entered into

a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”) pursuant

to which the Company agreed to sell to the Purchasers, in a registered direct offering, an aggregate of 2,000,000 shares of common stock,

par value $ 0.00001 per share (the “Common Stock”), of the Company, at a purchase price of $ 0.90 per share of Common Stock

(the “Offering”).

On February 15, 2023, the Company closed the Offering, raising gross proceeds of $ 1,800,000 before

deducting placement agent fees and other offering expenses payable by the Company.

The Company intends to use the net proceeds of the

offering for working capital and general corporate purposes.

of the Company’s continuing efforts to reduce operating expenses and conserve cash following the execution of the Merger Agreement,

the Company further reduced its workforce by terminating the employment of three full-time employees.

The Company incurred total costs

of approximately $ 44,956 associated with this workforce reduction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures