Amended Current Report Filing (8-k/a)
November 15 2021 - 9:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 6, 2021
Science 37 Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-39727
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84-4278203
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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600 Corporate Pointe
Suite 320
Culver City, CA
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90230
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(Address of principal executive offices)
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(Zip Code)
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(984)
377-3737
Registrant’s telephone number, including area code
LifeSci Acquisition II Corp.
250 West 55th Street, #3401
New York, New York 10019
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.0001 per share
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SNCE
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The Nasdaq Stock Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
Unless the context otherwise requires, “we,” “us,”
“our,” “S37” and the “Company” refer to Science 37 Holdings, Inc., a Delaware corporation, and
its consolidated subsidiaries, including Science 37, Inc., following the Closing (as defined below). Unless the context otherwise
requires, references to “LSAQ” refer to LifeSci Acquisition II Corp., a Delaware corporation, prior to the Closing. All references
herein to the “Board” refer to the board of directors of the Company.
Terms used in this Current Report on Form 8-K (this “Report”)
but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such
terms in the Proxy Statement /Prospectus (as defined below) in the section entitled “Frequently Used Terms” beginning on page 1
thereof, and such definitions are incorporated herein by reference.
This Current Report on Form 8-K/A (this “Amendment”)
amends the Current Report on Form 8-K filed with the SEC on October 13, 2021 (the “Original Form 8-K”). The Company is filing this Amendment to the Original Form 8-K to (a) supplement Item 1.01 and Item 5.03 solely to include the specific disclosures contained below and include a new exhibit 10.20, (b)
amend and restate Item 9.01 to include (i) the
unaudited condensed consolidated financial statements of the Company as of September 30, 2021 and for the three and nine months ended
September 30, 2021 and 2020 as Exhibit 99.3, (ii) the Management’s Discussion and Analysis of Financial Conditions
and Results of Operations of the Company for the three and nine months ended September 30, 2021 and 2020 as Exhibit 99.4 and
(iii) the unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2020 and
as of and for the nine months ended September 30, 2021 as Exhibit 99.2, and (c) update Exhibits 3.1, 4.3, 10.13, 10.16 and 10.17 to reflect the documents as actually entered into or adopted, as applicable,
at the Closing.
Except as set forth herein, the Original Form 8-K otherwise remains unchanged.
Item 1.01. Entry into a Material Definitive Agreement
Director Nomination Agreement
In connection with the closing of the Business
Combination (the “Closing”), LSAQ, LifeSci Holdings LLC (the “Sponsor”), Science 37, Inc. (“Legacy Science
37”) and certain stockholders of Legacy Science 37 (such stockholders, the “Stockholders”) entered into that certain
Director Nomination Agreement, dated October 6, 2021 (the “Director Nomination Agreement”), to provide for certain governance
matters relating to the Company.
Pursuant to the terms of the Director Nomination
Agreement, the size of the board of directors of the Company (the “Board”) initially consists of seven directors (the “Initial
Board”).At least three of the independent directors must meet the independence requirements under Rule 10A-3 promulgated under the
Securities Exchange Act of 1934, as amended and the rules of NASDAQ Stock Market (“Nasdaq”) with respect to service on the
audit committee of the Board (each, an “Audit Committee Qualified Director”). The Initial Board consists of: (i) the Chief
Executive Officer of the Company following the Closing, who is David Coman; (ii) one independent director who meets the independence requirements
under the rules and regulations of Nasdaq designated by the Redmile Stockholder (as defined in the Director Nomination Agreement), who
is Robert Faulkner; (iii) one independent designated by the Lux Stockholder (as defined in the Director Nomination Agreement), who is
Adam Goulburn; (iv) one independent designated by the PPD Stockholder (as defined in the Director Nomination Agreement), who is Bhooshi
DeSilva; and (v) three additional independent directors, who are John W. Hubbard, Neil Tiwari and Emily Rollins.
Upon the first vacancy on the Board, so long as
the Sponsor (together with its affiliates) beneficially owns more than 1% of the issued and outstanding common stock of the Company and
subject to the terms and conditions of the Director Nomination Agreement, the Sponsor is entitled to designate one independent director
(the “LSAQ Director”) to the Board who will be appointed as a Class III director.
Subject to the rules of the Nasdaq, from and after
October 6, 2021, each Stockholder is entitled to nominate one person to continue to serve on the Board until such time as he holds less
than 10% of the issued and outstanding common stock of the Company, and the Company will include such nominees in its proxy materials
for each applicable meeting of stockholders and, subject to applicable law and the exercise of fiduciary duties, recommend to the Company
stockholders that each such nominee be elected at such meeting. Mr. Faulkner will serve as the initial Chairman of the Board and any successor
Chairman of the Board will be designated as provided in the bylaws of the Company.
The foregoing description of the Director Nomination
Agreement is qualified in its entirety by reference to the full text of the Director Nomination Agreement, a copy of which is filed as
Exhibit 10.20 to this Report, and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective as of the Closing, the Board approved a
fiscal year of the Company beginning on January 1 of each year and ending on December 31 of each year, with such change to the fiscal
year commencing on January 1, 2022.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements
of businesses acquired.
The audited consolidated financial statements
of Legacy Science 37 as of December 31, 2020 and 2019 and for the years then ended are included in the Proxy Statement/Prospectus
beginning on page F-36 and are incorporated herein by reference.
The unaudited condensed consolidated financial
statements of Legacy Science 37 as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are included
in the Proxy Statement/Prospectus beginning on page F-21 and are incorporated herein by reference.
The unaudited condensed consolidated financial
statements of the Company as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are filed
as Exhibit 99.3 and is incorporated herein by reference.
The Management’s Discussion and Analysis
of Financial Condition of the Company as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020
are filed as Exhibit 99.4 and is incorporated herein by reference.
(b) Pro forma financial
information.
The unaudited pro forma condensed combined financial
information of the Company as of September 30, 2021 and for the nine months then ended and for the year ended December 31, 2020
is filed as Exhibit 99.2 and is incorporated herein by reference.
(d) Exhibits.
Exhibit
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Incorporated by Reference
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Number
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Description
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Form
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Exhibit
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Filing Date
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2.1#
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Agreement
and Plan of Merger, dated as of May 6, 2021, by and among LifeSci Acquisition II Corp., LifeSci Acquisition II Merger Sub, Inc.
and Science 37, Inc.
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8-K
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2.1
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May 7,
2021
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3.1
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Amended and Restated
Certificate of Incorporation.
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S-1
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3.1
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November 5, 2021
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3.2
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Amended
and Restated By-Laws of LifeSci Acquisition II Corp.
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8-K
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3.2
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October 13, 2021
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3.3
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Amended
and Restated By-Laws of Science 37 Holdings, Inc.
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8-K
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3.3
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October
13, 2021
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4.1
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Specimen Stock Certificate
of Science 37 Holdings, Inc.
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8-K
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4.1
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October 13, 2021
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4.2
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Private Warrant Agreement,
dated November 24, 2020, between LSAQ and the Sponsor.
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8-K
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4.1
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November 25,
2020
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4.3*
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Warrant
Exchange Agreement between LSAQ and the Sponsor.
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10.1
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Letter Agreements, dated
November 20, 2020, by and among LSAQ, its officers, its directors and its initial stockholders.
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8-K
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10.1
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November 25,
2020
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10.2
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Investment Management
Trust Agreement, dated November 20, 2020, by and between Continental Stock Transfer & Trust Company and LSAQ.
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8-K
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10.2
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November 25,
2020
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10.3
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Registration and Stockholders
Rights Agreement, dated November 20, 2020, by and among LSAQ and its initial stockholders.
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8-K
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10.4
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November 25,
2020
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10.4
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Stock Escrow Agreement,
dated November 20, 2020, by and among LSAQ, its initial stockholders, and Continental Stock Transfer & Trust Company.
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8-K
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10.3
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November 25,
2020
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10.5
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Administrative Services
Agreement, dated November 20, 2020, by and between the Registrant and LifeSci Capital LLC.
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8-K
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10.6
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November 25,
2020
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10.6
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Subscription Agreement,
dated November 20, 2020, by and among LSAQ and its initial stockholders.
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8-K
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10.5
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November 25,
2020
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10.7
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Sponsor Support Agreement,
dated May 6, 2021, by and among LSAQ and the LifeSci Capital LLC.
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8-K
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10.1
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May 7,
2021
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10.8
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Form of PIPE Subscription
Agreement.
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S-4/A
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10.10
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August 31,
2021
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10.9+
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Form of Indemnification
Agreement.
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S-4/A
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10.8
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August 31,
2021
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10.10+
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Offer Letter by and
between Science 37, Inc. and David Coman, dated November 13, 2019.
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S-4
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10.15
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July 28,
2021
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10.11+
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Offer Letter by and
between Science 37, Inc. and Stephen Geffon, dated November 13, 2019.
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S-4
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10.16
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July 28,
2021
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10.12+
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Offer Letter by and
between Science 37, Inc. and Jonathan Cotliar, dated October 20, 2016.
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S-4
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10.17
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July 28,
2021
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10.13+
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2021 Science
37 Holdings, Inc. Incentive Award Plan.
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S-1
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10.13
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November
5, 2021
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10.14+
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Form of Option
Agreement under 2021 Science 37 Holdings, Inc. Incentive Award Plan.
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8-K
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10.14
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October 13, 2021
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10.15+
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Form of
Restricted Stock Unit Agreement under 2021 Science 37 Holdings, Inc. Incentive Award Plan.
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8-K
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10.15
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October
13, 2021
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10.16+
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2021 Science 37 Holdings, Inc. Employee Stock Purchase Plan.
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S-1
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10.16
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November
5, 2021
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10.17
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Amended and Restated Registration Rights Agreement by and among LSAQ, the Company and certain stockholders.
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S-1
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10.17
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November 5, 2021
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10.18*
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Sponsor Lock-up Agreement
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10.19*
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Science 37 Holders Support Agreement
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10.20
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Director Nomination Agreement
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S-1
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10.20
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November 5, 2021
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16.1
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Letter
from WithumSmith+Brown PC to the U.S. Securities and Exchange Commission dated October 13, 2021.
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8-K
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16.1
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October
13, 2021
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21.1
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Subsidiaries
of the Company.
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8-K
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21.1
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October
13, 2021
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99.1
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Press
release dated October 6, 2021.
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8-K
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99.1
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October
13, 2021
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99.2*
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Unaudited
pro forma condensed combined financial information of the Company.
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99.3*
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Unaudited condensed consolidated financial statements of the Company as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020.
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99.4*
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Management’s Discussion and Analysis of Financial Condition of the Company as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020.
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* Filed herewith.
# Certain of the exhibits and schedules to this
Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits
and schedules to the SEC upon its request.
+ Indicates management contract or compensatory
plan or arrangement.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Science 37 Holdings, Inc.
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Date:
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November 15, 2021
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By:
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/s/ David Coman
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Name:
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David Coman
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Title:
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Chief Executive Officer
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Science 37 (NASDAQ:SNCE)
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