Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-260828

Prospectus Supplement No. 10

(To Prospectus dated April 20, 2022)

SCIENCE 37 HOLDINGS, INC.

This Prospectus Supplement No. 10 (the "Prospectus Supplement") updates, amends and supplements the prospectus of Science 37 Holdings Inc. (the “Company,” “we,” “us,” and “our”), dated April 20, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260828). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This Prospectus Supplement is being filed to update, amend and supplement the information included in the Prospectus with the information on the Company's unaudited third quarter financial results, which is set forth below.

This Prospectus Supplement is not complete without the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this Prospectus Supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

The Company’s common stock is listed on the Nasdaq Stock Market LLC under the symbol “SNCE.” On November 8, 2022, the closing price of our common stock was $1.30.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors” beginning on page 4 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 10, 2022.

SCIENCE 37 HOLDINGS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2022		2021		2022		2021
Revenue	$	16,249	$	14,236	$	54,210	$	39,222

Operating expenses:
Cost of revenue	12,157		10,318		41,985		26,246
Selling, general and administrative	24,485		16,932		82,822		37,477
Depreciation and amortization	4,870		1,916		12,569		5,189
Total operating expenses	41,512		29,166		137,376		68,912

Loss from operations	(25,263)		(14,930)		(83,166)		(29,690)

Other income (expense):
Interest income	559		—		748		1
Sublease income	240		230		719		444
Change in fair value of earn-out liability	1,200		—		97,600		—
Other income (expense), net	(264)		8		(369)		12
Total other income (expense), net	1,735		238		98,698		457
Income (loss) before income taxes	(23,528)		(14,692)		15,532		(29,233)
Income tax expense (benefit)	—		—		(1)		—
Net income (loss)	$	(23,528)	$	(14,692)	$	15,533	$	(29,233)

Earnings (loss) per share:
Basic	$	(0.20)	$	(1.78)	$	0.13	$	(4.22)
Diluted	$	(0.20)	$	(1.78)	$	0.12	$	(4.22)

Weighted average common shares outstanding:
Basic	116,412		8,238		115,935		6,925
Diluted	116,412		8,238		126,717		6,925

SCIENCE 37 HOLDINGS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	(unaudited)
(In thousands, except share data)	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	130,239	$	214,601
Accounts receivable and unbilled services, net	9,018		10,699
Prepaid expenses and other current assets	6,664		7,403
Total current assets	145,921		232,703
Property and equipment, net	1,074		1,393
Operating lease right-of-use assets	1,227		2,086
Capitalized software, net	41,049		24,290
Other assets	153		326
Total assets	$	189,424	$	260,798
Liabilities, redeemable convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable	$	6,608	$	12,819
Accrued expenses and other liabilities	11,877		17,073
Deferred revenue	4,603		5,130
Total current liabilities	23,088		35,022
Non-current liabilities:
Deferred revenue	4,170		2,478
Operating lease liabilities	873		1,322
Other long-term liabilities	1,390		1,477
Long-term earn-out liability	1,300		98,900
Total liabilities	30,821		139,199

Redeemable convertible preferred stock:
Redeemable convertible preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 issued and outstanding at September 30, 2022 and December 31, 2021, respectively	—		—
Stockholders’ equity:
Common stock, $0.0001 par value; 400,000,000 shares authorized, 116,574,031 and 114,991,026 issued and outstanding at September 30, 2022 and December 31, 2021, respectively	12		11
Additional paid-in capital	344,984		323,666
Accumulated other comprehensive income	152		—
Accumulated deficit	(186,545)		(202,078)
Total stockholders’ equity	158,603		121,599
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	189,424	$	260,798

SCIENCE 37 HOLDINGS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
(In thousands)	2022		2021
Cash flows from operating activities:
Net income (loss)	$	15,533	$	(29,233)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	12,569		5,189
Non-cash lease expense related to operating lease right-of-use assets	859		1,153
Stock-based compensation	19,425		1,913
Gain on change in fair value of earn-out liability	(97,600)		—
Loss on foreign currency exchange rates	282		—
Provision for doubtful accounts	147		143
Changes in operating assets and liabilities:
Accounts receivable and unbilled services	1,534		4,059
Prepaid expenses and other current assets	745		(2,862)
Other assets	(72)		(142)
Accounts payable	(8,100)		2,110
Accrued expenses and other current liabilities	(6,329)		577
Deferred revenue	1,165		2,063
Operating lease liabilities	(449)		(948)
Other, net	(86)		1,318
Net cash used in operating activities	(60,377)		(14,660)
Cash flows from investing activities:
Payments related to capitalized software development costs	(24,627)		(11,339)
Purchases of property and equipment	(162)		(733)
Net cash used in investing activities	(24,789)		(12,072)
Cash flows from financing activities:
Proceeds from stock option exercises	672		1,245
Net cash provided by financing activities	672		1,245
Net decrease in cash and cash equivalents	(84,494)		(25,487)
Effect of foreign currency exchange rate changes on cash	132		—
Cash and cash equivalents, beginning of period	214,601		33,483
Cash and cash equivalents, end of period	$	130,239	$	7,996
Supplemental disclosures of non-cash activities
Balance in accounts payable, accrued expenses and other current liabilities, and capitalized stock-based compensation related to capitalized software and fixed asset additions	$	(3,482)	$	(2,364)
Right-of-use asset obtained in exchange for operating lease liabilities	$	—	$	(1,305)
Balance in prepaid expenses and other current assets related to stock option exercises	$	5	$	—