
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Registrant's telephone number, including area code:

(984) 377-3737

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Common Stock, $0.0001 par value per share	SNCE	The Nasdaq Stock Market LLC

Indicate by check mark whether the ~~registrant~~registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)~~. Yes~~.Yes ☒x No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer,”~~filer” and “smaller reporting ~~company,”~~company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(Check one):

☐

Large accelerated filer

☐o

Accelerated filer

☒

Non-accelerated filer

☒x

Smaller reporting company

☒

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act)~~: Yes~~.Yes ☒o No ☐x

As of ~~November 15, 2021,~~May 2, 2022, there were ~~10,011,301~~115,996,390 shares of common stock, par value $0.0001 per share, issued and outstanding.

~~EXPLANATORY~~CAUTIONARY NOTE

On October 6, 2021, subsequent to the fiscal quarter ended September 30, 2021, the fiscal quarter to which this Quarterly Report on Form 10-Q relates, LifeSci Acquistion II Corp., a Delaware corporation (“LSAQ”), consummated its previously announced business combination (the “Business Combination”) with Science 37, Inc., a Delaware corporation (“Legacy Science 37”) pursuant to an Agreement and Plan of Merger dated May 6, 2021 (the “Merger Agreement”), by and among LSAQ, LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ (“Merger Sub”), and Science 37, Inc., a Delaware corporation (“Legacy Science 37”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Science 37, with Legacy Science 37 surviving the merger as a wholly owned subsidiary of LSAQ (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

~~Unless stated otherwise, this~~ REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains ~~information about LSAQ prior~~forward-looking statements. We intend such forward-looking statements to be covered by the ~~consummation~~safe harbor provisions for forward-looking statements contained in Section 27A of the ~~Business Combination. References to~~Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the ~~“Company,” “our,” “us” or “we”~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q ~~refer to LSAQ before~~are forward-looking statements. These forward-looking statements can generally be identified by the ~~consummation~~use of forward-looking terminology, including the ~~Business Combination~~terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. They may appear in a number of places throughout this Quarterly Report on Form 10-Q, including Part I, Item 2, “Management’s Discussion and ~~to Science 37 after the Business Combination, as the context suggests. Except as otherwise expressly provided herein, the information~~Analysis of Financial Condition and Results of Operations” and include statements regarding our future results of operations and financial position, business strategy, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results.

The forward-looking statements in this Quarterly Report on Form 10-Q ~~does not reflect~~are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the ~~consummation~~forward-looking statements. Factors that may impact such forward-looking statements include:

a.our ability to respond to general economic and financial market conditions, changes in regulatory environment and/or competitive factors;

b.our limited operating history;

c.our ability to raise additional funding to strengthen our core business, expand into additional markets and extend the reach of our operating system;

d.potential loss or non-renewal of Science 37’s contracts, any delay in our customers’ clinical trials or non-payment by its customers for services that we have performed;

e.our ability to recognize the anticipated benefits of the Business Combination (defined below);

f.our dependence on the clinical trial market;

g.our reliance on third parties for important products, services and licenses to certain technology and intellectual property rights;

h.the continuing impact of the COVID-19 pandemic;

i.political, legal and compliance, operational, regulatory, economic and other risks associated with the international expansion of our operations;

j.risks related to our technology, intellectual property and data privacy practices;

k.our exposure to geopolitical risks and changes in applicable laws and regulations;

l.litigation and regulatory enforcement risks; and

m.volatility in the trading price of our common stock.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Furthermore, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the Company’s current expectations and beliefs and are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, there can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as ~~discussed above, occurred subsequent~~exhibits to this Quarterly Report on Form 10-Q with the ~~period covered hereunder.~~

understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements contained in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. The Company will not and does not undertake

any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as require by law.

~~PART 1 – FINANCIAL INFORMATION~~

~~ITEM 1. CONDENSED FINANCIAL STATEMENTS~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

September 30,

June 30,

2021

2021

(Unaudited)

ASSETS

Current assets

Cash

$
200,897

$
416,111
Prepaid expenses

88,500

121,157
Total Current Assets

289,397

537,268

Cash held in Trust Account

80,121,806

80,120,809
TOTAL ASSETS

$
80,411,203

$
80,658,077

LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY




Current liabilities

Accounts payable and accrued expenses

$
714,561

$
131,805
Total Liabilities

714,561

131,805




Commitments and Contingencies





Common stock subject to possible redemption, 8,009,041 and shares at $10.00 per share as of September 30, 2021 and June 30, 2021

80,090,410

80,090,410




Stockholders’ (Deficit) Equity




Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding

—

—
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,002,260 shares issued and outstanding at September 30, 2021 and June 30, 2021, excluding 8,009,041 shares of common stock subject to possible redemption

201

201
Additional paid-in capital

998,110

998,110
Accumulated deficit

(1,392,079)

(562,449)
Total Stockholders’ (Deficit) Equity

(393,768)

435,862
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY

$
80,411,203

$
80,658,077

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

Three Months

Three Months

ended

ended

September 30, 2021

September 30, 2020
Formation and operating costs

$
830,627

$
80
Loss from operations

(830,627)

(80)

Other income:

Interest earned on marketable securities held in Trust Account

997

—

Net loss

(829,630)

(80)

Weighted average shares outstanding of common stock

10,011,301

1,875,000
Basic and diluted net loss per common share

(0.08)

0.00

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~

Item 1. Financial Statements

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY~~

~~(Unaudited)~~

~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021~~

Additional

Total

Common Stock

Paid in

Accumulated

Stockholders’


Shares

Amount

Capital

Deficit

Equity (Deficit)
Balance — June 30, 2021

2,002,260

$
201

$
998,110

$
(562,449)

$
435,862

Net loss

—

—

—

(829,630)

(829,630)

Balance — September 30, 2021

2,002,260

$
201

998,110

(1,392,079)

(393,768)

~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020~~

Additional

Total

Common Stock

Paid in

Accumulated

Stockholder’s


Shares

Amount

Capital

Deficit

Equity
Balance — June 30, 2020

2,156,250

$
216

$
24,784

$
(1,000)

$
24,000

Net loss

—

—

—

(80)

(80)

Balance — September 30, 2020

2,156,250

$
216

24,784

(1,080)

23,920

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Three Months

Three Months

Ended

Ended

September 30,

September 30,

2021

2020
Cash Flows from Operating Activities:



Net loss

$
(829,630)

$
(80)
Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

(997)

—
Changes in operating assets and liabilities:



Prepaid expenses

32,657

(25,000)
Accounts payable and accrued expenses

582,756

—
Net cash used in operating activities

(215,214)

(25,080)

Cash Flows from Financing Activities:



Proceeds from promissory note

—

175,000
Payments of offering costs

—

(66,195)
Net cash provided by financing activities

—

108,805



Net Change in Cash

(215,214)

83,725
Cash — Beginning

416,111

25,000
Cash — Ending

$
200,897

$
108,725

Non-Cash Investing and Financing Activities:

Offering costs included in accrued offering costs

$
—

$
19,450

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

(U~~naudited~~)

~~NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~

Science 37 Holdings, Inc. ~~(formerly~~and Subsidiaries

Condensed Consolidated Balance Sheets


	(unaudited)
(In thousands, except share data)	March 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	179,551	$	214,601
Accounts receivable and unbilled services, net (including amounts with related parties)	10,133		10,699
Prepaid expenses and other current assets	7,991		7,403
Total current assets	197,675		232,703
Property and equipment, net	1,374		1,393
Operating lease right-of-use assets	1,805		2,086
Capitalized software, net	32,122		24,290
Other assets	325		326
Total assets	$	233,301	$	260,798
Liabilities, redeemable convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable	$	10,764	$	12,819
Accrued expenses and other liabilities	14,680		17,073
Deferred revenue	5,433		5,130
Total current liabilities	30,877		35,022
Long-term liabilities:
Long-term deferred revenue	2,030		2,478
Operating lease liabilities	1,176		1,322
Other long-term liabilities	1,637		1,477
Long-term earn-out liability	23,400		98,900
Total liabilities	59,120		139,199
Commitments and contingencies (Note 9)	0		0
Redeemable convertible preferred stock:
Redeemable convertible preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 issued and outstanding at March 31, 2022 and December 31, 2021, respectively	—		—
Stockholders’ equity:
Common stock, $0.0001 par value; 400,000,000 shares authorized, 115,713,623 and 114,991,026 issued and outstanding at March 31, 2022 and December 31, 2021, respectively	12		11
Additional paid-in capital	331,353		323,666
Accumulated deficit	(157,184)		(202,078)
Total stockholders’ equity	174,181		121,599
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	233,301	$	260,798

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31,
(In thousands, except per share data)	2022		2021
Revenues (including amounts with related parties)	$	18,686	$	12,438
Operating expenses:
Cost of revenues (including amounts with related parties)	15,986		8,638
Selling, general and administrative	30,153		9,164
Depreciation and amortization	3,469		1,497
Total operating expenses	49,608		19,299
Loss from operations	(30,922)		(6,861)
Other income (expense):
Interest income	94		1
Sublease income	239		33
Change in fair value of earn-out liability	75,500		—
Other income (expense)	(18)		1
Total other income	75,815		35
Income (loss) before income taxes	44,893		$	(6,826)
Income tax (benefit) expense	(1)		—
Net income (loss)	$	44,894	$	(6,826)
Earnings (loss) per share:
Basic	$	0.39	$	(1.28)
Diluted	$	0.35	$	(1.28)
Weighted average common shares outstanding:
Basic	115,387		5,319
Diluted	126,462		5,319

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Three Months Ended March 31, 2022 and 2021

(unaudited)


	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
(In thousands)	Shares	Amount		Shares	Amount
Balances at December 31, 2021	—	$	—	114,991	$	11	$	323,666	$	(202,078)	$	121,599
Stock-based compensation expense	—	—		—	—		7,557		—		7,557
Proceeds from option exercises	—	—		723	1		130		—		131
Net income	—	—		—	—		—		44,894		44,894
Balances at March 31, 2022	—	$	—	115,714	$	12	$	331,353	$	(157,184)	$	174,181


	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
(In thousands)	Shares	Amount		Shares	Amount
Balances at December 31, 2020 (as previously reported)	41,587	$	143,086	2,765	$	1	$	1,611	$	(107,747)	$	(106,135)
Retroactive application of the recapitalization due to Merger1	33,908	—		2,255	—		—		—		—
Balances at December 31, 2020, effect of Merger1	75,495	$	143,086	5,020	$	1	$	1,611	$	(107,747)	$	(106,135)
Stock-based compensation expense	—	—		—	—		225		—		225
Proceeds from option exercises	—	—		919	—		332		—		332
Net loss	—	—		—	—		—		(6,826)		(6,826)
Balances at March 31, 2021	75,495	$	143,086	5,939	$	1	$	2,168	$	(114,573)	$	(112,404)

See accompanying notes to condensed consolidated financial statements.

1 Historical shares and capital amounts have been retroactively adjusted for reverse recapitalization as described in Note 1 “Company Background and Basis of Presentation” to the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Table of Contents

Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31,
(In thousands)	2022		2021
Operating activities
Net income (loss)	$	44,894	$	(6,826)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,469		1,497
Non-cash lease expense related to operating lease right-of-use assets	281		494
Stock-based compensation	7,557		225
Gain on change in fair value of earn-out liability	(75,500)		—
Changes in assets and liabilities:
Accounts receivable and unbilled services, net (including amounts with related parties)	566		2,139
Prepaid expenses and other current assets	(571)		(845)
Other assets	1		(142)
Accounts payable	(5,294)		(1,954)
Accrued expenses and other current liabilities	(3,255)		(2,213)
Deferred revenue	(145)		525
Operating lease liabilities	(145)		(216)
Other, net	159		229
Net cash used in operating activities	(27,983)		(7,087)
Investing activities
Capitalization of software development costs	(7,035)		(2,298)
Purchases of fixed assets	(146)		(111)
Net cash used in investing activities	(7,181)		(2,409)
Financing activities
Cash received from stock option exercises	114		63
Net cash provided by financing activities	114		63
Net decrease in cash, cash equivalents, and restricted cash	(35,050)		(9,433)
Cash, cash equivalents, and restricted cash, beginning of period	214,601		33,483
Cash, cash equivalents, and restricted cash, end of period	$	179,551	$	24,050
Supplemental disclosures of non-cash activities
Balance in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions	$	(4,101)	$	(742)
Balance in prepaid expenses and other current assets related to stock option exercises	$	17	$	269

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Company Background and Basis of Presentation

Description of Business

Science 37 Holdings, Inc. and its subsidiaries (the "Company" or "Science 37”) operates under 1 reporting segment and is a leading provider of technology-based solutions that enable agile clinical trials and decentralized approaches on behalf of biopharmaceutical sponsors. The Company pioneered agile and decentralization methods and developed the industry’s first Agile Clinical Trial Operating System™ (“OS”) combining its unified technology platform, which orchestrates workflows, generates evidence and harmonizes data seamlessly, with its expansive centralized networks of patient communities, telemedicine investigators, mobile nursing, community providers, remote coordinators and data and devices. By making clinical research more accessible to patients and providers, the OS helps clinical research sponsors achieve faster patient enrollment, enable better patient retention and increase accessibility to representative patient populations. These improvements help accelerate the development of potentially life-saving treatments through faster study timelines and a more representative and diverse patient population.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP.

Emerging Growth Company and Smaller Reporting Company Status

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed in the section below to reflect this election.

The Company is also a smaller reporting company as defined in Item 10(f) of Regulation S-K. Smaller reporting companies may take advantage of scaled disclosure requirements, including, among other things, providing audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years. To the extent the Company takes advantage of such scaled disclosure requirements, it may make the comparison of its financial statements with other public companies difficult or impossible.

Accounting Pronouncements Recently Adopted

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which eliminates certain exceptions to the guidance in Income Taxes (Topic 740) related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Table of Contents

Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Accounting Pronouncements Issued but Not Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company does not expect the adoption of the guidance to have a material effect on the Company’s consolidated financial statements. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration. The Company plans to adopt the provisions of ASU 2016-13 effective January 1, 2023.

2. Business Combination

On October 6, 2021, the Company consummated a merger (the “Merger”) with LifeSci Acquisition II Corp.) (the “Company”) was incorporated in Delaware on December 18, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with 1 or more businesses or entities (a “Business Combination”).

~~The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.~~

~~As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering~~Corp (“~~Initial Public Offering”~~LSAQ”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 20, 2020. On November 24, 2020 the Company consummated the Initial Public Offering of 8,009,041 shares of common stock (the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 509,041 Public Shares, at $10.00 per Public Share, generating gross proceeds of $80,090,410 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,146,454 warrants (the “Private Warrants”) at a price of $0.90 per Private Warrant in a private placementpursuant to ~~LifeSci Holdings, LLC (the “Sponsor”), an entity affiliated LifeSci Capital LLC, generating gross proceeds of $2,831,809, which is described in Note 5.~~

~~Transaction costs amounted to $1,858,498, consisting of $1,601,808 in cash underwriting fees and $256,690 of other offering costs.~~

Following the closing of the Initial Public Offering on November 24, 2020, an amount of $80,090,410 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity of 183 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account.

~~On May 6, 2021, LSAQ entered into~~ an Agreement and Plan of Merger (the “Merger Agreement”), by and among LSAQ, LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ (“Merger Sub”), and Science 37, Inc., a Delaware corporation (“Legacy Science 37”).dated May 6, 2021. Pursuant to the Merger Agreement, ~~Merger Sub was~~the Company merged with LSAQ, with the Company treated as the accounting acquirer, LSAQ treated as the accounting acquiree and ~~into~~ the Merger Transaction reflected as a reverse recapitalization. Under this method of accounting, the consolidated financial statements of Science 37, Inc. (“Legacy Science ~~37,~~37”) are the historical financial statements of the Company. The net assets of LSAQ were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and were consolidated with Legacy Science ~~37 surviving~~37’s financial statements on the ~~merger as a wholly owned subsidiary of LSAQ (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).~~

On October 4, 2021, LSAQ held a special meeting of stockholders (the “Special Meeting”), at which the LSAQ stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions and matters contemplated by the Merger Agreement and related agreements as described in the Proxy Statement/Prospectus.

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on October 6, 2021, the Transactions were consummated. In connection with the Closing, the Company changed its name from LifeSci Acquisition II Corp. to Science 37 Holdings, Inc. Holders of 2,299,493 shares of LSAQ’s common stock sold in its initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from LSAQ’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or $23,003,944 in the aggregate. An aggregate of $23,003,944 was paid from the Company’s trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $57.1 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination.

~~Preferred Stock. Immediately prior to the effective time~~closing date of the Merger ~~(the “Effective Time”), each issued~~Transaction. The shares and ~~outstanding~~net loss per share available to holders of Legacy Science 37’s ~~Series A, Series B, Series C, Series D~~common and ~~Series D-1 redeemable convertible~~ preferred stock ~~par value $0.0001 per share (collectively,~~prior to the ~~“Science 37 Preferred Stock”), was converted into~~Merger Transaction have been retroactively adjusted as shares reflecting the exchange ratio of approximately 1.815 established in the Merger Agreement.

An aggregate of 30,858,261 shares of the Company’s common stock ~~par value $0.0001 per share,~~was issued to LSAQ public shareholders, the LSAQ Sponsor, and private placement (“PIPE”) investors as part of ~~Science 37 (the “Science 37 common stock”) at~~ the ~~then-applicable conversion rate (the “Science 37 Preferred Stock Conversion”).~~

~~Common Stock. At the Effective Time, following the Science 37 Preferred Stock Conversion, each share of Science 37 Common Stock (including shares of Science 37 Common Stock outstanding as~~transaction. As a result of the Merger Transaction, Legacy Science 37 ~~Preferred Stock Conversion, but excluding shares~~shareholders received aggregate consideration of $233.5 million in 2021, including the ~~holders~~PIPE financing, net of which perfect rights of appraisal under Delaware law) converted into the right to receive such number of shares of our common stock (“Common Stock”) equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement)LSAQ shareholder redemptions and a number of Earn-Out Shares (as defined below). The Exchange Ratio is defined in the Merger Agreement to be the quotient of (i) 100,000,000 divided by (ii) the number of shares of Science 37’s Fully Diluted Capital Stock (as defined in the Merger Agreement). The Exchange Ratio was equal to approximately 1.815.

transaction costs.

~~Stock Options~~. At the Effective Time, each outstanding option to purchase shares of Science 37 Common Stock granted under the Science 37, Inc. 2015 Stock Plan (each, a “Science 37 Option”), whether or not then vested and exercisable, was converted automatically (and without any required action on the part of such holder of outstanding Science 37 Option) into an option to purchase a number of shares of Common Stock equal to the number of shares subject to such Science 37 Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share), with a per share exercise price equal to the exercise price per share of Science 37 Common Stock of such Science 37 Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent).

~~Earn-Out Shares. Following the Closing,~~In addition, former holders of shares of Legacy Science 37 ~~Common Stock (including shares received as a result of the Science 37 Preferred Stock Conversion)~~preferred and common stock and former holders of options to purchase shares of Legacy Science 37 ~~Options~~common stock are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares ofthe Company’s Common Stock (the “Earn-Out Shares”) if certain triggering events are met within 3 years from the date of the Merger. For more information on the Merger transaction, please refer to Note 1 “Company Background and Basis of Presentation” and Note 3 “Business Combination” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

3. Revenue

Revenue by Geography

Substantially all of the Company’s revenue for the three months ending March 31, 2022 and 2021 was derived from services performed within the ~~three-year~~United States. No other country represented more than 10% of total revenue for either period.

Unsatisfied Performance Obligations

As of March 31, 2022, the aggregate amount of transaction price allocated to the unsatisfied performance obligations was $168.5 million. The Company expects to recognize this revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one month to 9.3 years. The amount of unsatisfied performance obligations is lower than the potential contractual revenue since it excludes revenue that is constrained. Revenue amounts excluded due to constraints include those amounts under contracts that are wholly unperformed in which the customer has a unilateral right to cancel the arrangement, or that require the Company to undertake numerous activities to fulfill the performance obligations, including various activities that are outside of the Company’s control.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Timing of Billing and Performance

During the three months ended March 31, 2022 and 2021, the Company recognized approximately $2.6 million and $1.7 million of revenue that was included in the deferred revenue balance at the beginning of the periods, respectively. During the three months ended March 31, 2022 and 2021, revenue recognized from performance obligations partially satisfied in previous periods was $0.4 million and $1.5 million, respectively. These cumulative catch-up adjustments primarily related to contract modifications executed in the current period, ~~beginning~~which resulted in changes to the transaction price and changes in estimates such as estimated total costs.

Accounts Receivable, Unbilled Services, and Deferred Revenue

Accounts receivable and unbilled services (including contract assets) consisted of the following:


(In thousands)	March 31, 2022		December 31, 2021
Accounts receivable	$	8,724	$	8,143
Unbilled services	1,589		2,825
Total accounts receivable and unbilled services	10,313		10,968
Allowance for doubtful accounts	(180)		(269)
Total accounts receivable and unbilled services, net	$	10,133	$	10,699

As of March 31, 2022 and December 31, 2021, contract assets of $1.6 million and $2.8 million, respectively, were included in unbilled services.

Deferred revenue as of March 31, 2022 and December 31, 2021 was $7.5 million and $7.6 million, respectively. Quarter over quarter changes in the Company’s accounts receivable, unbilled services and deferred revenue balances were impacted by timing differences between the Company’s satisfaction of performance obligations under its contracts, achievement of billing milestones, and customer payments.

Concentration of Credit Risk

Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable and unbilled services. Based on the ~~Closing Date,~~short-term nature and historical realization of the ~~closing~~financial assets, as well as the reputable credit ratings of the financial institutions holding the deposits, the Company believes it bears minimal credit risk.

For the three months ended March 31, 2022 and 2021, three customers individually (totaling 48.9% and 80.6%, respectively) accounted for greater than 10% of revenue. As of March 31, 2022 and December 31, 2021, three customers individually (totaling 64.1% and 78.4%, respectively) accounted for greater than 10% of accounts receivable, net.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

4. Leases

Future minimum lease payments under non-cancellable leases as of March 31, 2022 were as follows:


(In thousands)	Operating Leases
Remainder of 2022	$	922
2023	674
2024	599
2025	138
2026	11
2027 and thereafter	—
Total future minimum lease payments	2,344
Less imputed interest	(185)
Total	$	2,159
Components of lease liability reported as of March 31, 2022:
Accrued expenses and other liabilities	$	983
Operating lease liabilities	1,176
Total	$	2,159

5. Accrued Expenses and Other Liabilities

Accrued expenses consist of the following as of March 31, 2022 and December 31, 2021:


(In thousands)	March 31, 2022		December 31, 2021
Compensation, including bonuses, fringe benefits, and payroll taxes	$	7,855	$	11,611
Professional fees, investigator fees, and pass-through expenses	3,350		3,174
Current portion of operating lease liabilities	983		1,120
Commissions payable	1,195		1,168
Other	1,297		—
Total accrued expenses and other liabilities	$	14,680	$	17,073

6. Fair Value Measurements

Financial instruments, including cash and cash equivalents, are recorded at cost, which approximates fair value. Former holders of shares of Legacy Science 37 common stock were allocated Earn-Out Shares in connection with the completion of the Merger. These Earn-Out Shares are accounted for as a liability and require fair value measurement on a recurring basis. Due to the significant unobservable inputs that are required to value these shares, they are classified as Level 3 in the fair value hierarchy. Please refer to Note 10 “Earn-Out Shares” for additional details surrounding the valuation methodology for the Earn-Out Shares.

None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. There were no transfers between fair value measurement levels during the three months ended March 31, 2022 and the year ended December 31, 2021.

The following table summarizes the fair value of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of March 31, 2022:

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)


(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	175,729	$	—	$	—	$	175,729
Total	$	175,729	$	—	$	—	$	175,729
Liabilities:
Earn-out liability related to shareholders	$	—	$	—	$	23,400	$	23,400
Total	$	—	$	—	$	23,400	$	23,400

The following table summarizes the fair value of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of December 31, 2021:


(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	19,033	$	—	$	—	$	19,033
Total	$	19,033	$	—	$	—	$	19,033
Liabilities:
Earn-out liability related to shareholders	$	—	$	—	$	98,900	$	98,900
Total	$	—	$	—	$	98,900	$	98,900

7. Earnings (Loss) Per Share

The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2022 and 2021 (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”):


(In thousands, except per share amounts)	2022		2021
Numerator:
Net income (loss)	$	44,894	$	(6,826)
Denominator:
Basic weighted average common shares outstanding	115,387		5,319
Effect of dilutive securities:
Stock options outstanding	11,075		—
Diluted weighted average common shares outstanding	126,462		5,319
Earnings (loss) per share:
Basic	$	0.39	$	(1.28)
Diluted	$	0.35	$	(1.28)

Certain potential common shares outstanding are excluded from the computation of diluted earnings per share. Potential common shares related to stock options, preferred stock and warrants outstanding may be determined to be anti-dilutive based on application of the treasury stock method or in periods when the Company incurs a loss. Earn-out shares are contingent upon the price of the ~~Common Stock equals~~Company’s common stock over a specified period of time and the target stock prices have not been achieved as of the end of the reporting period. The number of potential shares outstanding that were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding,

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

were as follows for the three months ended March 31, 2022 and 2021 (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”):


(In thousands)	2022	2021
Anti-dilutive shares:
Redeemable convertible preferred stock	—	75,495
Stock options outstanding	16,402	15,801
Warrants outstanding	—	12
Earn-out shares	12,500	—
Total	28,902	91,308

8. Related-Party Transactions

For the three months ended March 31, 2022 and 2021, the Company had revenue of $2.3 million and $4.4 million, respectively, and as of March 31, 2022 and December 31, 2021, receivables of $1.9 million and $2.0 million, respectively, from Pharmaceutical Products Development, LLC, a shareholder who beneficially owns 5% or ~~exceeds either~~more of ~~two share price thresholds~~the Company’s common stock. Pharmaceutical Products Development, LLC became a minority shareholder of the Company during the first quarter of 2019.

For the three months ended March 31, 2021, the Company had revenue of $0.1 million from Novartis Pharma AG, who had a 50% ownership in dRX Capital AG, a shareholder who, until July 2021, had a minority interest in the Company and a seat on the Company’s Board of Directors. In July 2021, dRX Capital AG was dissolved and their interest in the Company was distributed to their owners. This dissolution and distribution did not cause any other shareholder of the Company to obtain a minority interest in the Company.

As of March 31, 2022 and December 31, 2021, the Company had receivables of $12.1 thousand and $27.3 thousand, from AlloVir, a Company in which Redmile Group, LLC has a minority interest. Entities affiliated with Redmile Group, LLC collectively own 5% or more of the Company’s common stock. Redmile Group, LLC became a minority shareholder of the Company in the third quarter of 2016.

9. Commitments and Contingencies

Legal Proceedings

The Company is subject to proceedings incidental to its business. The Company records accruals for claims, suits, investigations, and proceedings when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these contingencies regularly and records or adjusts accruals related to such matters to reflect the impact and status of any settlements, rulings, advice of counsel or other information pertinent to a particular matter. Gain contingencies are not recognized. Legal costs associated with contingencies are expensed as ~~set forth in~~incurred. Since these matters are inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events.

As of March 31, 2022, the Company had 0 material contingent losses recorded.

Please refer to Note 4 “Leases” for information regarding lease commitments and Note 10 “Earn-Out Shares” for information regarding the contingent obligation related to the Earn-Out Shares.

10. Earn-Out Shares

In accordance with the Merger Agreement, ~~over~~former holders of shares of Legacy Science 37 common stock (including shares received as a result of the conversion of Legacy Science 37 preferred stock) and former holders of options to purchase shares of Legacy Science 37 are entitled to receive their respective pro rata shares of up to 12,500,000 Earn-Out

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Shares if, during the three years following the consummation of the Merger, the volume weighted average price of Science 37’s Common Stock for a period of at least 20 days out of 30 consecutive trading days:

i.is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made (“Trigger 1”); and

ii.is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made (“Trigger 2”).

As of December 31, 2021, the stockholders and option holders were estimated to receive approximately 10,914,422 and 1,585,579 Earn-Out Shares, respectively, based on the fully diluted capitalization table of Legacy Science 37. The fair value of the Earn-Out Shares was approximately $10.35 (Trigger 1) and approximately $8.20 (Trigger 2) per share as of December 31, 2021.

As of March 31, 2022, the stockholders and option holders are estimated to receive approximately 10,992,532 and 1,507,468 Earn-Out Shares, respectively. The fair value of the Earn-Out Shares was approximately $2.50 (Trigger 1) and approximately $1.87 (Trigger 2) per share as of March 31, 2022.

The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earn-out Period using the most reliable information available. This valuation method falls into Level 3 fair value hierarchy for inputs used in measuring fair value and is based on inputs that are unobservable and significant to the overall fair value measurement. Unobservable inputs are inputs that reflect the Company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. To the extent that the valuation is based on models or inputs that are unobservable in the market, the determination of fair value requires management to exercise a high degree of judgment. Change in significant unobservable inputs could result in a higher or lower fair value measurement of the liability associated with of the Earn-Out shares. Assumptions used in the valuation were as follows:


	March 31, 2022			December 31, 2021
Stock price	$	5.35		$	12.47
Expected volatility	70.0		%	55.0		%
Risk-free interest rate	2.37		%	0.91		%
Forecast period (in years)	2.5			2.8

Former Science 37 Shareholders

The Company has determined that the contingent obligation to issue Earn-Out Shares to former Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40 and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to the common stock of the Company and, as such, liability classification is required. For the three months ended March 31, 2022, there was a decrease in the fair value of the earn-out liability of $75.5 million, which was recorded as a gain in “Change in fair value of earn-out liability” within the consolidated statements of operations. In accordance with the Merger Agreement, Earn-Out Shares attributable to former Science 37 option holders who discontinue providing service before the occurrence of the Triggering Event are reallocated to the remaining eligible former stockholders and former option holders.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

The earn-out liability is recorded on the balance sheet as a non-current liability because potential payment of the liability will be settled in the Company’s common shares. The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the three months ended March 31, 2022:


(In thousands)	Earn-Out Liability
Balance at December 31, 2021	$	98,900
Change in fair value related to option holder forfeitures	166
Change in fair value related to share valuation inputs	(75,666)
Total change in fair value recognized in earnings	$	(75,500)
Balance at March 31, 2022	$	23,400

Former Science 37 Option Holders

The contingent obligation to issue Earn-Out Shares to former Science 37 option holders falls within the scope of ASC 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event(s). For the three months ended December 31, 2021, the Company recorded approximately $2.1 million in share-based compensation expense related to the Earn-Out Shares. For the three months ended March 31, 2022, the Company recorded approximately $1.9 million in share-based compensation expense related to the Earn-Out Shares, with approximately $5.4 million of unrecognized compensation expense at March 31, 2022, which is expected to be recognized over the remaining derived service period of 0.6 years (Trigger 1) and 0.9 years (Trigger 2).

11. Stock-Based Compensation

The Company currently has 1 equity-based compensation plan, the Science 37 Holdings, Inc. 2021 Incentive Award Plan (the “2021 Plan”) from which stock-based compensation awards can be granted to employees, consultants, and non-executive directors. Prior to the consummation of the Merger in the fourth quarter of 2021, the Company granted stock options to employees under the Science 31, Inc. 2015 Stock Option Plan (the “2015 Plan”). No further awards have been or will be made under the 2015 Plan following the effectiveness of the 2021 Plan. The 2021 Plan allows for the grant of awards in the form of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units; (vi) dividend equivalents; and (vii) other stock and cash based awards.

A summary of stock option awards outstanding as of March 31, 2022 and changes during the three months then ended were as follows:


(In thousands, except per share amounts)	Number of Options	Weighted Average Exercise Price
Outstanding at December 31, 2021	25,425	$5.30
Granted	3,961	11.25
Exercised	(723)	0.66
Forfeited	(451)	7.90
Outstanding at March 31, 2022	28,213	$6.21

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows:


Statement of Operations classification	Three Months Ended March 31,
(In thousands)	2022		2021
Cost of revenues (stock options)	$	514	$	55
Selling, general and administrative (stock options)	5,168		170
Selling, general and administrative (earn-out shares)	1,875		—
Total stock-based compensation expense	$	7,557	$	225

12. Income Taxes

Science 37 is treated as a “C” corporation for U.S. tax purposes.

Adoption of Recent Accounting Pronouncements

The Company has incurred net operating losses since inception and is forecasting additional losses through December 31, 2022. No U.S. Federal or state income taxes are expected for 2022 and foreign income taxes are expected to be immaterial; as such, the provision for income taxes recorded as of March 31, 2022 was immaterial.. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of the Company’s net deferred tax assets. Accordingly, as of March 31, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since as of that time, the Company could not assert that it was more likely than not that these deferred tax assets would be realized.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SCIENCE 37 HOLDINGS, INC.

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the Company’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021. This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other documents filed by us from time to time with the Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Science 37, Inc. (“Legacy Science 37”) prior to the Merger and to Science 37 Holdings, Inc. following the closing of the Merger.

Overview of Our Business and Services

Science 37 is a leading provider of technology-based solutions that enable agile clinical trials and decentralized approaches on behalf of biopharmaceutical sponsors. The Company pioneered agile and decentralization methods and developed the industry’s first Agile Clinical Trial Operating System™ (“OS”) combining its unified technology platform, which orchestrates workflows, generates evidence and harmonizes data seamlessly, with its expansive centralized networks of patient communities, telemedicine investigators, mobile nursing, community providers, remote coordinators and data and devices. By making clinical research more accessible to patients and providers, we believe that the OS helps clinical research sponsors achieve faster patient enrollment, enable better patient retention and increase accessibility to representative patient populations. We believe that these improvements help accelerate the development of potentially life-saving treatments through faster study timelines and a more representative and diverse patient population.

Key Factors Affecting Our Performance

We review certain key performance measures, as discussed below, to evaluate our business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to the Company’s investors because they are used to measure and model the performance of companies such as ours.

We derive our revenue primarily from contractual arrangements to enable and enhance clinical trials through technology and services as well as licensing our proprietary technology platform to a variety of life science institutions. Thus, the following factors have been important to our business and we expect them to impact our business, results of operations and financial condition in future periods:

Core business growth and expansion of technology capabilities

Our sustained growth will require continued adoption and utilization of our products and service offerings by new and existing customers. Our revenue growth rate and long-term profitability are affected by our ability to expand our customer base through market penetration and drive broader adoption of our technology platform. Our financial performance will depend on our ability to attract, retain and sell additional solutions to our customers under favorable contractual terms.

Expansion into adjacent markets

Maintaining our growth will require additional expansion of our offerings across key verticals, including Contract Research Organization (“CRO”) partnerships, electronic clinical outcome assessment capabilities, real-world evidence, clinical care, and diversity in clinical research. Our financial performance will depend on our ability to continue to execute our expansion across these key verticals with favorable contractual terms.

Continued investment in growth

We plan to continue investing in our business, including our internally developed OS, so we can capitalize on our market opportunity and increase awareness of the value that can be realized with decentralized clinical trials. We also expect to continue to make focused investments in marketing to drive brand awareness, increase the number of opportunities and further penetrate the market. We also intend to make certain investments in our general and administrative functions as we scale to meet our reporting, compliance and other obligations as a public company.

Although we expect these activities will negatively impact our results in the near term, we believe that these investments will contribute to our long-term growth and positively impact our business and results of operations.

Inflation

Our long-term contracts generally include inflation or cost of living adjustments for the portion of the services to be performed beyond one year from the contract date. In the event actual inflation rates are greater than our contractual inflation rates or cost of living adjustments, inflation could have a material adverse effect on our operations or financial condition.

Backlog and Net Bookings

Our backlog represents anticipated revenue for work not yet completed or performed (i) under signed contracts, letters of intent and, in some cases, bookings that are supported by other forms of written communication and (ii) where there is sufficient or reasonable certainty about the customer’s ability and intent to fund and commence the services within six months. Backlog and backlog conversion (defined as quarterly revenue for the period divided by opening backlog for that period) vary from period to period depending upon new authorizations, contract modifications, cancellations and the amount of revenue recognized under existing contracts.

We continually evaluate our backlog to determine if any previously awarded work is no longer expected to be performed. If we determine that previously awarded work is no longer probable of performance, we will remove the value from our backlog based on the risk of cancellation. We recognize revenue from these bookings as services are performed, provided the Company has received proper authorization from the customer. We exclude from backlog revenues that have been recognized and reported in the statement of operations.

Although an increase in backlog will generally result in an increase in future revenue to be recognized over time (depending on future contract modifications, contract cancellations and other adjustments), an increase in backlog at a particular point in time does not necessarily correspond to an increase in revenue during a particular period. The timing and extent to which backlog will result in revenue depends on many factors, including the timing of commencement of work, the rate at which services are performed, scope changes, cancellations, delays, receipt of regulatory approvals and the nature, duration, size, complexity, and phase of the studies. The Company’s contracts generally have terms ranging from several months to several years. In addition, delayed projects remain in backlog unless they are canceled. As a result of these and other factors, our backlog might not be a reliable indicator of future revenue and we might not realize all or any part of the revenue from the authorizations in backlog as of any point in time.

Net bookings represent new business awards, net of contract modifications, contract cancellations, and other adjustments. Net bookings represent the minimum contractual value for the initial planned duration of a contract as of the contract execution date. The minimum fixed fees, upfront implementation fees and technology and support fees are included in net bookings. Estimates of variable revenue for utilization in excess of the contracted amounts are not included in the value of net bookings. Net bookings vary from period to period depending on numerous factors, including customer authorization volume, sales performance and the overall outlook of the life sciences industry, among others.

Our backlog as of March 31, 2022 and 2021 was as follows:


(In thousands)	2022		2021		Change
Backlog	$	175,750	$	87,865	$	87,885	100.0	%

Our net bookings for the three months ended March 31, 2022 and 2021 were as follows:


(In thousands)	2022		2021		Change
Net bookings	$	30,552	$	40,708	$	(10,156)	(24.9)	%

Our net bookings for the three months ended March 31, 2022 were negatively impacted by two large study cancellations.

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Components of Results of Operations

Revenues

The Company derives its revenues primarily from two sources: (i) contractual arrangements to enable and enhance clinical trials through technology and services, and (ii) licensing of its proprietary technology platform to a variety of life science institutions.

Total revenues are comprised of revenues from the provision of the Company’s decentralized services, including enhanced services from the use of the Company’s hosted proprietary software. Revenues also include reimbursable and out of pocket expenses provided for in the Company’s contracts with its customers.

See “Critical Accounting Policies and Estimates — Revenue Recognition,” below for a discussion of our revenue recognition policy.

Cost of Revenues

Cost of revenues include the direct costs to conduct the Company’s trials remotely and make available the Company’s technology solutions. Cost of revenues consist primarily of compensation, benefits, and other employee-related costs, including expenses for stock-based compensation, contract labor, trial advertising and marketing, investigator payments, and reimbursable out-of-pocket expenses directly related to delivering on the Company’s contracts. Cost of revenues is driven primarily by the number of clinical trials in which the Company is contracted, and it typically increases or decreases with changes in revenue but may fluctuate from period to period as a percentage of revenue due to project labor utilization and experience level mix of personnel assigned to projects, the type of services, changes to the timing of work performed and project inefficiencies, among other factors. Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to sales, marketing, and administrative functions (including human resources, legal, finance, information technology and general management) such as compensation expense and benefits, including stock-based compensation, travel, professional services, facilities, recruiting and relocation, training, sales commissions.

Depreciation and Amortization

Depreciation and amortization represent the costs charged for the Company’s property, equipment and capitalized software development. We anticipate continued increase in investment in our technology platform to expand its capabilities and facilitate our customers realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our depreciation and amortization expense in the future.

Other Income (Expense)

Other income (expense), net, consists of interest income, sublease income, and change in the fair value of the earn-out liability.

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Results of Operations

Comparison of the Three Months Ended March 31, 2022 and March 31, 2021

The following table sets forth our condensed consolidated statements of operations data for the three months ended March 31, 2022 and 2021:


	Three Months Ended March 31,
(In thousands)	2022		2021
Consolidated Statement of Operations:
Revenues:
Revenues (including amounts with related parties)	$	18,686	$	12,438
Operating expenses:
Cost of revenues (including amounts with related parties)	15,986		8,638
Selling, general and administrative	30,153		9,164
Depreciation and amortization	3,469		1,497
Total operating expenses	49,608		19,299
Loss from operations	(30,922)		(6,861)
Other income (expense):
Interest income	94		1
Sublease income	239		33
Change in fair value of earn-out liability	75,500		—
Other income (expense)	(18)		1
Total other income (expense)	75,815		35
Income tax (benefit) expense	(1)		—
Net income (loss)	$	44,894	$	(6,826)

Revenue

Revenue for the three months ended March 31, 2022 and 2021 was as follows:


(In thousands)	2022		2021		Change
Revenue	$	18,686	$	12,438	$	6,248	50.2	%

Revenue increased $6.2 million, or 50.2%, to $18.7 million for the three months ended March 31, 2022 as compared to $12.4 million the same period in 2021. This increase was primarily driven by volume growth seen in higher opening backlog at the beginning of the period as compared to the prior year, as well as from new bookings and associated revenue driven by continuing growth in demand for our core offerings, decentralized clinical trial and clinical trial support solutions.

Cost of Revenues

Cost of revenues for the three months ended March 31, 2022 and 2021 was as follows:


(In thousands)	2022			2021			Change
Cost of revenues	$	15,986		$	8,638		$	7,348	85.1	%
% of revenue	85.6		%	69.4		%

Cost of revenues increased $7.3 million, or 85.1%, to $16.0 million for the three months ended March 31, 2022 compared to $8.6 million the same period in 2021, primarily as a result of revenue growth during the three months ended March 31, 2022. To support this growth, we incurred cost increases, primarily in compensation-related expenses and costs associated with hosting our proprietary operating platform. Headcount also increased to enable more rapid expansion of our offerings across key verticals and new markets.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2022 and 2021 were as follows:


(In thousands)	2022			2021			Change
Selling, general and administrative	$	30,153		$	9,164		$	20,989	229.0	%
% of revenue	161.4		%	73.7		%

Selling, general and administrative expense increased by $21.0 million, or 229.0%, to $30.2 million for the three months ended March 31, 2022 as compared to $9.2 million for the same period in 2021, mainly due to investments to support continuing company growth and expenses related to becoming a publicly traded company in conjunction with the Merger. This resulted in increased headcount leading to increases in salaries and benefits, web services, software, and employee recruiting costs. Stock-based compensation expense also increased for the three months ended March 31, 2022 due to expenses associated with (i) the stock option issuances during 2021 with a fair value impacted by an increase in the value of the Company’s stock during 2021 in anticipation of the Merger, (ii) additional stock option issuances to new and existing employees, and (iii) the issuance of Earn-Out Shares (defined below) to existing Legacy Science 37 option holders in conjunction with the Merger. Consulting services costs also increased, primarily with respect to the information technology services to support further enhancement and development of the our internal proprietary technology. Sales commissions expense increased due to higher bookings and related revenue for the three months ended March 31, 2022 compared to the same period in 2021.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was as follows:


(In thousands)	2022			2021			Change
Depreciation and amortization	$	3,469		$	1,497		$	1,972	131.7	%
% of revenue	18.6		%	12.0		%

Depreciation and amortization expense increased by $2.0 million, or 131.7%, to $3.5 million for the three months ended March 31, 2022 as compared to $1.5 million for the same period in 2021, primarily due to amortization on a larger capitalized software balance year over year, consistent with our focus on continuous development of new features and functionality within its proprietary software.

Other Income (Expense)

Other income (expense) for the three months ended March 31, 2022 was income of $75.8 million as compared to income of $35.0 thousand for the same period in 2021. This increase was primarily due to the recognition of $75.5 million gain on change in fair value of the earn-out liability for the three months ended March 31, 2022.

Liquidity and Capital Resources

As of March 31, 2022, the Company had cash and cash equivalents of $179.6 million. For the three months ended March 31, 2022, the Company recorded net income of $44.9 million (which included a non-cash gain of $75.5 million on revaluation of the earn-out liability) and used $28.0 million and $7.2 million of net cash in operating and investing activities, respectively, while financing activities provided $0.1 million of cash. Cash outflows from operating activities are attributable primarily to losses from operations incurred in the three months ended March 31, 2022 and 2021. The Company has limited operating history and is in an early stage of growth, incurring significant costs in developing and commercializing its products and related services, while generating limited revenues from sales of its products and related services that are insufficient to cover operating costs. In addition, loss from operations for the three months ended March 31, 2022 includes administrative, compliance and other costs related to becoming a publicly traded company as a result of the Merger.

From inception through the consummation of the Merger, the Company had primarily been financed with net proceeds from the issuance of multiple series of redeemable preferred stock in the private market. In conjunction with the Merger, which was consummated on October 6, 2021, the Company received $200.0 million from the private placement of an aggregate of 20,000,000 newly-issued shares of common stock from leading institutional and strategic investors (the “PIPE financing”) to further fund the Company’s decentralized OS and extend into new adjacencies. As a result of the Merger and

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inclusive of the PIPE financing, the Company received $233.5 million, net of fees and expenses paid in connection with the closing of the Merger.

As of March 31, 2022, the Company’s principal source of liquidity was cash and cash equivalents provided from the Merger and the PIPE financing discussed above. The Company believes that its cash flows from financing activities, combined with its current cash balances will be adequate to support its working capital needs, capital expenditures and other currently anticipated liquidity requirements for at least the next twelve months.

Our future capital requirements will depend on many factors, including investments in growth and technology. To meet these future capital requirements, we may enter into arrangements to acquire or invest in complementary businesses, services, technologies and other assets, which may require us to seek additional equity or debt financing.

Cash, Cash Equivalents and Restricted Cash

Our cash flows from operating, investing, and financing activities for the three months ended March 31, 2022 and 2021 were as follows:


(In thousands)	2022		2021		Change
Net cash used in operating activities	$	(27,983)	$	(7,087)	$	(20,896)
Net cash used in investing activities	(7,181)		(2,409)		(4,772)
Net cash provided by financing activities	114		63		51

Operating activities

Net cash used in operating activities for the three months ended March 31, 2022 was $28.0 million, consisting primarily of net income of $44.9 million, offset by changes in working capital of $8.7 million and net adjustments for non-cash items of $64.2 million. Changes in working capital were primarily due to decreases in accounts payable and accrued expenses. Changes in working capital were impacted by the timing of payments to vendors, as well as payment of the 2021 annual employee bonuses in March 2022. Net adjustments for non-cash items consisted primarily of a $75.5 million gain recorded from the change in fair value of the earn-out liability, partially offset by the stock-based compensation expense and depreciation and amortization.

Net cash used in operating activities for the three months ended March 31, 2021 was $7.1 million, consisting primarily of a net loss of $6.8 million and changes in working capital of $2.5 million, partially offset by net adjustments for non-cash items of $2.2 million. Changes in working capital were primarily due to a decrease in accounts payable and accrued liabilities and a decrease in accounts receivable due to the timing of vendor payments and customer receipts, as well as payment of the 2020 employee bonuses in March 2021. Net adjustments for non-cash items primarily consisted of depreciation and amortization.

Investing activities

Net cash used in investing activities for the three months ended March 31, 2022 was $7.2 million, consisting of $7.0 million in payments related to capitalized software development costs and $0.1 million in purchases of property and equipment.

Net cash used in investing activities for the three months ended March 31, 2021 was $2.4 million, consisting of $2.3 million in payments related to capitalized software development costs and $0.1 million in purchases of property and equipment.

Increase in cash used in investing activities for the three months ended March 31, 2022 compared to 2021 reflects the Company’s continued focus on the development of new features and functionality within our OS.

We expect to make expenditures for additions and enhancements to our proprietary technology platform and for purchases of property and equipment. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow.

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Financing activities

Net cash provided by financing activities was $0.1 million for each of the three months ended March 31, 2022 and 2021, consisting of cash received from stock option exercises.

Contractual Obligations and Commitments

Except as set forth in Note 4 “Leases” and Note 10 “Earn-Out Shares” of the notes to our condensed consolidated financial statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 22, 2022.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

While our significant accounting policies are more fully described in Note 2 “Summary of Significant Accounting Policies” of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective, and complex judgments.

Revenue Recognition

The majority of our contracts are service contracts for clinical trial support that represent a single performance obligation. Science 37 provides a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. We recognize revenue over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other pass-through expenses related to clinical activities). This cost-based method of revenue recognition requires us to make estimates of costs to complete projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates as they are based on various assumptions to project future outcomes of events that often span several years. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days’ notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract.

Capitalized Software and the Recognition of Related Amortization to Expense

Science 37’s internal use proprietary software organizes workflows, captures real-time evidence, and harmonizes data during clinical trial support or enhancement. As such, we capitalize software development costs related to the development of our proprietary platform in accordance with ASC Topic 350-40, Internal Use Software. Capitalized software is recorded at cost less accumulated amortization. Costs incurred during the development stage are capitalized and consist of payroll labor and benefits, to the extent of time spent directly on the development of software, and external direct costs of materials and labor. Payroll and benefits are allocated based on the percentage of technical employees’ time spent directly on the software which involves some level of estimation. Vacation, holidays, sick time, extended leave, training, and administrative meetings are considered and excluded from the percent capitalized. Training and maintenance costs are expensed as incurred. Amortization commences once the respective assets are placed into service. The amortization of these capitalized software costs for internal use proprietary software is included in depreciation and amortization over an

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estimated life of three years. The determination of the useful life for capitalized software involves some level of judgment. Amortization expense can be affected by various factors, including new software releases, acquisitions or divestitures of software, and/or impairments.

The Company reviews capitalized software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected undiscounted future cash flow from the use of the capitalized software and its eventual disposition is less than the carrying value, an impairment loss is recognized and measured using the fair value of the related asset. No impairments were recognized for the three months ended March 31, 2022 or 2021.

Stock-based Compensation

We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. We reverse previously recognized costs for unvested awards in the period that forfeitures occur. We determine the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions:

•Expected Term—We use the simplified method when calculating the expected term due to insufficient historical exercise data.

•Expected Volatility—Given the limited market trading history of our common stock, volatility is based on a benchmark of comparable companies within the traditional CRO and health technology industries.

•Expected Dividend Yield—We have not paid any cash dividends on common stock and do not anticipate doing so in the foreseeable future.

•Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

Prior to the Merger, due to the absence of an active market for Legacy Science 37’s common stock, the fair value of the common stock for purposes of determining the common stock price for stock option grants was determined by Legacy Science 37’s Board of Directors. Legacy Science 37’s Board of Directors set the exercise price of stock options at least equal to the fair value of its common stock on the date of grant. Legacy Science 37’s Board of Directors exercised judgment while considering numerous objective and subjective factors in order to determine the fair market value on each date of grant in accordance with the guidance in the American Institute of Certified Public Accountants Technical Practice Aid entitled, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the AICPA Practice Aid, including the receipt of a valuation prepared by an independent third party with extensive experience valuing common stock of privately held companies.

Earn-Out Shares

Former holders of shares of Legacy Science 37 common stock (including shares received as a result of the conversion of Legacy Science 37 preferred stock) and former holders of options to purchase shares of Legacy Science 37 are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of SNCE Common Stock (the “Earn-Out Shares”) if, during the three years following the consummation of the Merger (the “Earn-Out Period”), the volume weighted average price of Science 37’s Common Stock for a period of at least 20 days out of 30 consecutive trading days ~~within a 30-day trading period~~ (each, a “Triggering Event”):

•is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made; and in

•is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made.

In respect of a former ~~holder~~holders of Legacy Science 37 ~~Options,~~options, receipt of the ~~holder continues~~Earn-Out Shares is subject to ~~provide~~continued services to the Company or one of its subsidiaries at the time of ~~such~~the applicable Triggering Event. If there is a change of control of Science 37 during the ~~Company or its successor within such three-year period following the Closing~~Earn-Out Period that will result in the holders of ~~Common Stock~~common stock receiving a per share price equal to or in excess of any Triggering Event ~~threshold(s),~~threshold, then immediately prior to such change of control, any Triggering Event that has not previously occurred shall be deemed to have occurred and ~~the Company~~Science 37 shall issue the Earn-Out Shares to the former holders of shares of Legacy Science 37 Common Stock and former holders of Legacy Science 37 ~~Options~~options in accordance with their respective pro rata shares.

~~Pursuant~~ The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earn-out period using the most reliable information available.

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The Company determined that the contingent obligation to ~~subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed~~issue Earn-Out Shares to subscribe for an aggregate of 20,000,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $200,000,000 (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment.

~~After giving effect~~existing Legacy Science 37 shareholders is not indexed to the ~~Transactions, the redemption of public shares as described above,~~Company's stock under ASC Topic 815-40 and ~~the consummation of the PIPE Investment on October 6~~^th~~, 2021, there were 114,707,150 shares of Common Stock issued and~~ ~~outstanding~~.

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~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Liquidity and Capital Resources~~

~~As of September 30, 2021, the Company had cash of $200,897 not held in the Trust Account and available for working capital purposes.~~therefore equity treatment is precluded. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business through the consummation of the business combination. Additionally, the Company notesTriggering Event(s) that ~~the consummation of the business combination on October 6~~^th, 2021, as mentioned above, brought in additional funds in the amount of $200,000,000 through the consummated PIPE Investment. As such, the Company notes that sufficient cash and capital is available to cover any expected costs or expenses incurred by the Company through the business combination date and through twelve months ofdetermine the issuance of ~~this report.~~

~~NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~

~~In connection~~the Earn-Out Shares include terms that are not solely indexed to our common stock, and as such liability classification is required. Equity-linked instruments classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the ~~preparation~~accompanying statements of operations and comprehensive income (loss).

The Company determined that the contingent obligation to issue Earn-Out Shares to existing Legacy Science 37 option holders falls within the scope of ASC Topic 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Company’s financial statements as of September 30, 2021, the Company concluded it should revise its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.Triggering Event(s). The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

~~As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying~~fair value of the ~~common stock subject to possible redemption with~~option holder Earn-Out Shares is recorded as share-based compensation on a straight-line basis over the ~~offset recorded to additional paid-in capital (to~~derived service period determined using the ~~extent available), accumulated deficit~~Monte Carlo simulation valuation model and ~~common stock. The Company will present this revision~~recognized in ~~a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet~~selling, general and ~~Form 10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation.~~

In connection with the change in presentation for the common stock subject to redemption, the Company also revised its income (loss) per common share calculation to allocate net income (loss) pro rata to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

~~There has been no change in the Company’s total assets, liabilities or operating results.~~

~~The impact of the revision on the Company’s financial statements is reflected in the following table.~~

As Previously

Balance Sheet as of June 30, 2021 (audited)

Reported

Adjustment

As Revised
Common stock subject to possible redemption

$
75,526,270

$
4,564,140

$
80,090,410
Common stock

$
246

$
(45)

$
201
Additional paid-in capital

$
5,562,205

$
(4,564,095)

$
998,110
Accumulated deficit

$
(562,449)

$
—

$
(562,449)
Total Stockholders’ Equity (Deficit)

$
5,000,002

$
(4,564,140)

$
435,862

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~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 23, 2020, the Company’s Current Reports on Form 8-K, as filed with the SEC on November 25, 2020, and December 1, 2020, as well as the Company’s Annual Reports on Form 10-K, as filed with the SEC on August 27, 2021. The interim results for the three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending June 30, 2022 or for any future periods.

~~Principles of Consolidation~~

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presentedadministrative expenses in the accompanying ~~unaudited condensed~~ consolidated ~~financial statements.~~

statements of operations and comprehensive income (loss).

Emerging Growth Company

~~The Company is an “emerging growth company,” as defined in~~ Status

Section ~~2(a)~~102(b)(1) of ~~the Securities Act, as modified by~~ the Jumpstart Our Business Startups Act ~~of 2012 (the “JOBS~~(“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Further, Section 102(b)(1) of the JOBS Act~~ exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies ~~(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)~~ are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can ~~elect~~choose not to ~~opt out~~take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, ~~but~~and any such election to ~~opt out is irrevocable. The Company has elected~~ not ~~to opt out~~take advantage of ~~such~~the extended transition period ~~which means that when a standard~~ is ~~issued~~irrevocable.

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised ~~and it has different application dates for public or private companies, the~~financial accounting standards. The Company asexpects to remain an emerging growth company ~~can~~at least through the end of 2022 and expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt ~~the~~such new or revised ~~standard at~~accounting standards to the ~~time private companies adopt the new or revised standard.~~extent permitted by such standards. This may make ~~comparison~~it difficult or impossible to compare our financial results with the financial results of ~~the Company’s financial statements with~~ another public company ~~which~~that is ~~neither~~either not an emerging growth company ~~nor~~or is an emerging growth company ~~which~~that has ~~opted out~~chosen not to take advantage of ~~using~~ the extended transition period ~~difficult or impossible~~exemptions because of the potential differences in accounting standards used.

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~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Use of Estimates~~

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Cash and Cash Equivalents~~

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and June 30, 2020.

~~Common Stock Subject to Possible Redemption~~

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and June 30, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s unaudited condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~At September 30, 2021 and June 30, 2021, the common stock reflected in the condensed consolidated balance sheets are reconciled in the following table:~~

Gross proceeds

$
80,090,410
Less:


Common stock issuance costs

$
(1,858,498)
Plus:


Accretion of carrying value to redemption value

$
1,858,498
Common stock subject to possible redemption

$
80,090,410

~~OfferingCosts~~

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $1,858,498 were charged to temporary equity upon the completion of the Initial Public Offering.

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Income Taxes~~

The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of September 30, 2021 and June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Net Loss Per Common Share~~

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 3,146,454 common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.


	~~Three Months Ended~~
	~~September 30,~~
	~~2021~~
~~Basic and diluted net income (loss) per common stock~~
~~Numerator:~~
~~Allocation of net income (loss), as adjusted~~	$	~~(829,630)~~
~~Denominator:~~
~~Basic and~~ ~~diluted~~ ~~weighted average shares outstanding~~		~~10,011,301~~
~~Basic and~~ ~~diluted~~ ~~net income (loss) per common stock~~	$	~~(0.08)~~

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Fair Value of Financial Instruments~~

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature.

~~Warrant Classification~~

The Company accounts for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D under which the warrants do meet the criteria for equity treatment and must be recorded as equity.

Recent Accounting Pronouncements

For a discussion of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

~~Management does not believe that any other recently issued, but not yet effective,~~recent accounting pronouncements, ~~if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.~~

~~NOTE 4. INITIAL PUBLIC OFFERING~~

~~Pursuant~~see Note 1 “Company Background and Basis of Presentation” to the Initial Public Offering, the Company sold 8,009,041 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 509,041 Public Shares, at a purchase price of $10.00 per Public Share.

~~NOTE 5. PRIVATE PLACEMENT~~

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,146,454 Private Warrants at a price of $0.90 per Private Warrant for an aggregate purchase price of $2,831,809. Each Private Warrant is exercisable to purchase 1 share of common stock at an exercise price of $11.50 per warrant. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants.

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~NOTE 6. RELATED PARTY TRANSACTIONS~~

~~Founder Shares~~

On January 1, 2020, the Company issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On September 30, 2020, LifeSci Holdings LLC transferred 215,625 Founder Shares to Chardan Healthcare Investments LLC, an investor in the Sponsor. The Founder Shares included an aggregate of up to 153,990 shares of common stock that remained subject to forfeiture by the Sponsor, following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On January 8, 2021, the underwriters’ election to exercise their remaining over-allotment option expired unexercised, resulting in 127,260 shares no longer subject to forfeiture and the forfeiture of 153,990 shares. Accordingly, as of January 8, 2021, there were 2,002,260 Founder Shares issued and ~~outstanding~~.

The Sponsor and Chardan Healthcare Investments LLC have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30- trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Administrative Support Agreement~~

The Company entered into an agreement, commencing on November 20, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial support. For the three months ended September 30, 2021 and 2020, the Company incurred $30,000 and $0, respectively, in fees for these services, of which $100,000 and $70,000 is included in accrued expenses in the accompanying unaudited condensed consolidated balance sheets at September 30, 2021 and June 30, 2021, respectively.

~~Promissory Note — Related Party~~

On June 19, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $175,000. The Promissory Note was non-interest bearing and payable within 15 days of the Sponsor providing the Company with written notice of demand. The outstanding balance under the Promissory Note of $175,000 was repaid at the closing of the Initial Public Offering on November 24, 2020. No future borrowings are permitted under this note.

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Related Party Loans~~

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $500,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $0.90 per warrant. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Warrants. As of September 30, 2021 and June 30, 2020, the Company had 0 outstanding borrowings under the Working Capital Loans.

~~NOTE 7. COMMITMENTS~~

~~Risks and Uncertainties~~

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Registration and Stockholder Rights~~

Pursuant to a registration rights agreement entered into on November 20, 2020, the holders of the Founder Shares and the Private Warrants and any shares that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration and stockholder rights. The holders of a majority of these securities are entitled to make up to 2 demands that the Company register such securities. The holders of the majority of the Founders Warrants can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Sponsor and its related persons may not, with respect to the Private Warrants purchased by it, (i) have more than 1 demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than ~~five~~ ~~(5) years from the effective date of the registration statement of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than~~ ~~seven~~ ~~(7) years from the effective date of the Initial Public Offering, as long as the Sponsor or any of its related persons are beneficial owners of Private Warrants.~~

~~Underwriting Agreement~~

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,125,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 509,041 Public Shares, a total of 615,959 Public Shares remained available for purchase at a price of $10.00 per Public Share. On January 8, 2021, the underwriters’ election to exercise their remaining over-allotment option expired unexercised.

~~The underwriters were paid cash underwriting discount of $0.20 per Public Share, or $1,601,808 in the aggregate.~~

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~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~Business Combination Marketing Agreement~~

The Company has engaged LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann “) as advisors in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay LifeSci Capital LLC and Ladenburg Thalmann a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $2,803,164, (exclusive of any applicable finders’ fees which might become payable) with 75% of such fee payable to LifeSci Capital LLC and 25% to Ladenburg Thalmann; provided that up to 33% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in Initial Public Offering that assist the Company in identifying and consummating a Business Combination.

~~NOTE 8. STOCKHOLDERS’ EQUITY~~

~~Preferred Stock~~—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and June 30, 2021, there were 0 shares of preferred stock issued or outstanding.

~~Common Stock~~ ~~— The Company is authorized to issue~~30,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to 1 vote for each share. At September 30, 2021 and June 30, 2021, there were 2,002,260 shares of non-redeemable common stock, excluding 8,009,041 shares of common stock subject to possible redemption which are presented as temporary equity.

~~Warrants~~ — The Private Warrants will become exercisable at any time commencing on the later of (1) one year after the closing of the Initial Public Offering or (2) the consummation of a Business Combination; provided that the Company has an effective and current registration statement covering the shares of common stock issuable upon the exercise of the Public Warrants and a current prospectus relating to such shares of common stock.

The Private Warrants purchased by the Sponsor will be exercisable on a cashless basis and not be exercisable more than five years from the commencement of sales of the Initial Public Offering, in accordance with FINRA Rule 5110(g)(8)(A), as long as the Sponsor or any of its related persons beneficially own these Private Warrants.

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~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~NOTE 9. FAIR VALUE MEASUREMENTS~~

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

~~Level 1:~~

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~Level 2:~~

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

~~Level 3:~~

~~Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments - Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying consolidated balance sheets.

At September 30, 2021, assets held in the Trust Account were comprised of $80,131,806 in cash. During the three months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account.

At June 30, 2021, assets held in the Trust Account were comprised of $80,120,809 in a mutual fund that is invested primarily in U.S. Treasury Securities. Through June 30, 2021, the Company did not withdraw any of the interest earned on the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Trading Securities

Level

Fair Value
June 30, 2021

Mutual Fund

1

80,120,809

~~Table of Contents~~

~~SCIENCE 37 HOLDINGS, INC.~~

~~(FORMERLY LIFESCI ACQUISITION II CORP.)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2021~~

~~(Unaudited)~~

~~NOTE 10. SUBSEQUENT EVENTS~~

~~The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that~~ the condensed consolidated financial statements were issued. Based upon this review, except as disclosed below , the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on October 6, 2021, the Transactions were consummated. In connection with the Closing, the Company changed its name from LifeSci Acquisition II Corp. to Science 37 Holdings, Inc. Holders of 2,299,493 shares of LSAQ’s common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from LSAQ’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or $23,003,944 in the aggregate. As noted above, an aggregate of $23,003,944 was paid from the Company’s trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $57.1 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination (See Note 1).

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~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Science 37 Holdings, Inc. (formerly LifeSci Acquisition II Corp.) References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to LifeSci Holdings, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special Note Regarding Forward-Looking Statements~~

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Business Combination (as defined below), the Company’s financial position and business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Business Combination filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~

We are a former blank check company formed under the laws of the State of Delaware on December 18, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

~~Business Combination Agreement~~

On May 6, 2021, LSAQ entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among LSAQ, LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ (“Merger Sub”), and Science 37, Inc., a Delaware corporation (“Legacy Science 37”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Science 37, with Legacy Science 37 surviving the merger as a wholly owned subsidiary of LSAQ (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on October 6, 2021, the Transactions were consummated. In connection with the Closing, the Company changed its name from LifeSci Acquisition II Corp. to Science 37 Holdings, Inc. Holders of 2,299,493 shares of LSAQ’s common stock sold in its initial public offering (the “public shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from LSAQ’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or $23,003,944 in the aggregate. As noted above, an aggregate of $23,003,944 was paid from the

~~Table of Contents~~

Company’s trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $57.1 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination.

~~Preferred Stock~~. Immediately prior to the effective time of the Business Combination (“Effective Time”), each issued and outstanding share of Legacy Science 37’s Series A, Series B, Series C, Series D and Series D-1 redeemable convertible preferred stock, par value $0.0001 per share (collectively, the “Science 37 Preferred Stock”), was converted into shares of the common stock, par value $0.0001 per share, of Science 37 (the “Science 37 common stock”) at the then-applicable conversion rate (the “Science 37 Preferred Stock Conversion”).

~~Common Stock~~. At the Effective Time, following the Science 37 Preferred Stock Conversion, each share of Science 37 Common Stock (including shares of Science 37 Common Stock outstanding as a result of the Science 37 Preferred Stock Conversion, but excluding shares the holders of which perfect rights of appraisal under Delaware law) converted into the right to receive such number of shares of our common stock (“Common Stock”) equal to the Exchange Ratio (subject to rounding mechanisms as described in the Merger Agreement) and a number of Earn-Out Shares (as defined below). The Exchange Ratio is defined in the Merger Agreement to be the quotient of (i) 100,000,000 divided by (ii) the number of shares of Science 37’s Fully Diluted Capital Stock (as defined in the Merger Agreement). The Exchange Ratio was equal to approximately 1.815.

~~Earn-Out Shares~~. Following the Closing, former holders of shares of Science 37 Common Stock (including shares received as a result of the Science 37 Preferred Stock Conversion) and former holders of Science 37 Options are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of Common Stock (the “Earn-Out Shares”) if, within the three-year period beginning on the Closing Date, the closing share price of the Common Stock equals or exceeds either of two share price thresholds as set forth in the Merger Agreement over a period of at least 20 trading days within a 30-day trading period (each, a “Triggering Event”) and, in respect of a former holder of Science 37 Options, the holder continues to provide services to the Company or one of its subsidiaries at the time of such Triggering Event. If there is a change of control of the Company or its successor within such three-year period following the Closing that will result in the holders of Common Stock receiving a per share price equal to or in excess of any Triggering Event threshold(s), then immediately prior to such change of control, any Triggering Event that has not previously occurred shall be deemed to have occurred and the Company shall issue the Earn-Out Shares to the former holders of shares of Science 37 Common Stock and former holders of Science 37 Options in accordance with their respective pro rata shares.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 20,000,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $200,000,000 (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment.

After giving effect to the Transactions, the redemption of public shares as described above, and the consummation of the PIPE Investment there are currently 114,707,150 shares of Common Stock issued and outstanding.

~~Results of Operations~~

Our only activities from inception to September 30, 2021 have been organizational activities, those necessary to prepare for our Initial Public Offering, and subsequent to our Initial Public Offering, identifying a target for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company (for

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~~legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective Business Combination candidates.~~

~~For the three months ended September 30, 2021, we had a net loss of $829,630, which consists of operating costs of $830,627, offset by interest income on investments held in the Trust Account of $997.~~

~~For the three months ended September 30, 2020, we had a net loss of $80, which consists of operating costs.~~

~~Liquidity and Capital Resources~~

~~Until the consummation of our Initial Public Offering, our only sources of liquidity were an initial purchase of common stock by the Sponsor and loans from our Sponsor.~~

On November 24, 2020, we consummated the Initial Public Offering of 8,009,041 Public Shares, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 509,041 Public Shares, at a price of $10.00 per Public Share, generating gross proceeds of $80,090,410. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,146,454 Private Warrants to the Sponsor at a price of $0.90 per Private Warrant, generating gross proceeds of $2,831,809.

Following the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Warrants, a total of $80,090,410 was placed in the Trust Account. We incurred $1,858,498 in transaction costs, including $1,601,808 of underwriting fees and $256,690 of other costs.

For the three months ended September 30, 2021, cash used in operating activities was $215,214. Net loss of $829,630 was affected by interest earned on investments held in the Trust Account of $997 and changes in operating assets and liabilities, which provided $615,413 of cash from operating activities.

As of September 30, 2021, we had $80,121,806 held in the Trust Account. We substantially used all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to close our Business Combination as discussed in Note 1.

As of September 30, 2021, we had cash of $200,897 outside of the Trust Account. We used the funds held outside the Trust Account, the funds held within the trust account, and the PIPE Investment to close on our Business Combination as discussed in Note 1. As such, we believe that we have sufficient cash and capital to cover the anticipated costs and expenses incurred by the Company through the date of the date of the Business Combination and at least the next 12 months from the datePart I, Item 1 of this Quarterly Report on Form 10-Q.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors, or an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. Each Working Capital Loan would be evidenced by a promissory note. If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Warrants.

~~Off-Balance Sheet Financing Arrangements~~

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Table of Contents~~

~~Contractual Obligations~~

As of September 30, 2021, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial support to the Company. We began incurring these fees on November 20, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.

~~Critical Accounting Policies~~

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

~~Common Stock Subject to Possible Redemption~~

We account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance sheets.

~~Net Loss per Common Share~~

Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Recent Accounting Standards~~

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed consolidated financial statements.

~~ITEM~~

Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not~~Quantitative and Qualitative Disclosures About Market Risk

Under SEC rules and regulations, because we are considered to be a “smaller reporting company”, we are not required ~~for smaller reporting companies.~~

to provide the information required by this item in this report.

~~Table of Contents~~

~~ITEM~~

Item 4. ~~CONTROLS AND PROCEDURES~~

~~Disclosure controls~~Controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Evaluation~~Procedures

Limitations on Effectiveness of Disclosure Controls and Procedures

~~As required by Rules 13a-15~~

In designing and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded thatevaluating our disclosure controls and procedures (as defined in Rules ~~13a-15 (e)~~13a-15(e) and ~~15d-15 (e)~~15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2022, our disclosure controls and procedures were ~~effective.~~

effective at the reasonable assurance level.

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Changes in Internal Control Over Financial Reporting

There ~~was~~have been no ~~change~~changes in our internal control over financial reporting, ~~that occurred~~as identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, during the fiscal quarter ended ~~September 30, 2021 covered by this Quarterly Report on Form 10-Q~~March 31, 2022, that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

~~PART~~

Part II - ~~OTHER INFORMATION~~

Other Information

~~ITEM~~

Item 1. ~~LEGAL PROCEEDINGS.~~

~~None.~~

Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows.

~~ITEM~~

Item 1A. ~~RISK FACTORS.~~

Risk Factors ~~that~~

The Company’s risk factors are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These factors could materially, adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from ~~those~~our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form ~~10-Q include the risk factors described in our final prospectus filed with the SEC on November 23, 2020. As of the date of this Quarterly Report on Form 10-Q, there~~10-Q. There have been no material changes to the Company’s risk factors ~~disclosed in our final prospectus~~since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC.

~~ITEM~~

Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

~~None~~Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Equity Securities

None.

Purchase of Equity Securities

The Company did not repurchase shares of its common stock during the three months ended March 31, 2022.

~~ITEM~~

Item 3. ~~DEFAULTS UPON SENIOR SECURITIES.~~

~~None.~~

Defaults Upon Senior Securities

Not applicable.

~~ITEM~~

Item 4. ~~MINE SAFETY DISCLOSURES.~~

Mine Safety Disclosures

Not applicable.

~~ITEM~~

Item 5. ~~OTHER INFORMATION.~~

~~None.~~

Other Information

None.

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~~ITEM~~

Item 6. ~~EXHIBITS.~~

Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

~~No.~~

Incorporated by Reference (Unless Otherwise Indicated)

Exhibit Number

Description of Exhibit

Form

Exhibit

Filing Date

~~2.1~~

2.1#

The Agreement and Plan of Merger dated as of May 6 2021, by and among LifeSci Acquisition II Corp., LifeSci Acquisition ~~Acquisition~~ II Merger Sub, Inc. and Science 37, Inc. ~~(incorporated by reference to Exhibit~~

8-K

2.1 ~~filed with the Company’s Form 8-K filed on~~

May 7, ~~2021).~~2021

31.1*

31.1

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

31.2*

31.2

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.1**

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.2**

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

101.INS*

101.INS

Inline XBRL Instance ~~Document~~

Document.

101.CAL*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~

Document.

101.SCH*

101.SCH

Inline XBRL Taxonomy Extension Schema ~~Document~~

Document.

101.DEF*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~

Document.

101.LAB*

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase ~~Document~~

Document.

101.PRE*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~

Document.

104*

104

Cover Page Interactive Data File ~~(Embedded within the~~- (formatted as Inline XBRL ~~document~~ and ~~included~~contained in ~~Exhibit)~~Exhibit 101).

________________________

* Filed herewith.

** Furnished 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.

*	~~Filed herewith.~~

**	~~Furnished.~~

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~~SIGNATURES~~

Signatures

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

SCIENCE 37 HOLDINGS, INC.

Date: ~~November 15, 2021~~

May 9, 2022

/s/ David Coman

~~Name:~~

Name:

David Coman

~~Title:~~

Title:

Chief Executive Officer

(Principal Executive ~~Officer~~)

Officer)

Date: ~~November 15, 2021~~

May 9, 2022

/s/ Mike Zaranek

~~Name:~~

Name:

Mike Zaranek

~~Title:~~

Title:

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)


~~Delaware~~	~~84-4278203~~
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
800 Park Offices Drive, Suite 3606 Research Triangle Park, North Carolina		27709
600 Corporate Pointe Suite 320 ~~Culver City~~, CA~~90230~~

(Address of Principal Executive ~~Offices, including zip code)~~ Offices)
(Zip Code)
(~~984~~) ~~377-3737~~
~~(Registrant’s telephone number, including area code)~~

LifeSci Acquisition II Corp. 250 W. 55th St., #3401 New York, NY 10019N/A
~~(Former name, former address and former fiscal year, if changed since last report)~~


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


~~Science 37 Holdings, Inc.~~ Delaware			84-4278203
~~(Exact name of registrant as specified in its charter)~~


	September 30,		June 30,
	2021		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	200,897	$	416,111
Prepaid expenses		88,500		121,157
Total Current Assets		289,397		537,268

Cash held in Trust Account		80,121,806		80,120,809
TOTAL ASSETS	$	80,411,203	$	80,658,077

LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$	714,561	$	131,805
Total Liabilities		714,561		131,805

Commitments and Contingencies

Common stock subject to possible redemption, 8,009,041 and shares at $10.00 per share as of September 30, 2021 and June 30, 2021		80,090,410		80,090,410

Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding		—		—
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,002,260 shares issued and outstanding at September 30, 2021 and June 30, 2021, excluding 8,009,041 shares of common stock subject to possible redemption		201		201
Additional paid-in capital		998,110		998,110
Accumulated deficit		(1,392,079)		(562,449)
Total Stockholders’ (Deficit) Equity		(393,768)		435,862
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	80,411,203	$	80,658,077


	Three Months		Three Months
	ended		ended
	September 30, 2021		September 30, 2020
Formation and operating costs	$	830,627	$	80
Loss from operations		(830,627)		(80)

Other income:
Interest earned on marketable securities held in Trust Account		997		—

Net loss		(829,630)		(80)

Weighted average shares outstanding of common stock		10,011,301		1,875,000
Basic and diluted net loss per common share		(0.08)		0.00


	As Previously
Balance Sheet as of June 30, 2021 (audited)	Reported		Adjustment		As Revised
Common stock subject to possible redemption	$	75,526,270	$	4,564,140	$	80,090,410
Common stock	$	246	$	(45)	$	201
Additional paid-in capital	$	5,562,205	$	(4,564,095)	$	998,110
Accumulated deficit	$	(562,449)	$	—	$	(562,449)
Total Stockholders’ Equity (Deficit)	$	5,000,002	$	(4,564,140)	$	435,862


Gross proceeds	$	80,090,410
Less:
Common stock issuance costs	$	(1,858,498)
Plus:
Accretion of carrying value to redemption value	$	1,858,498
Common stock subject to possible redemption	$	80,090,410


	Trading Securities	Level	Fair Value
June 30, 2021	Mutual Fund	1		80,120,809