☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐TRANSITION REPORT PURSUANT TO SECTION 13 March 31, 2022
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer | |||||
800 Park Offices Drive, Suite 3606 Research Triangle Park, North Carolina |
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(984) 377-3737
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Title of each class | Trading Symbol(s) | Name of each exchange on which | ||||||||
Shares of Common Stock, $0.0001 par value per share | SNCE | The Nasdaq Stock Market LLC |
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Large accelerated filer |
| Accelerated filer | o | |||||||||
| Non-accelerated filer |
| Smaller reporting company | x | ||||||||
| Emerging growth company | x |
SCIENCE 37 HOLDINGS, INC.
(FORMERLY LIFESCI ACQUISITION II CORP.)
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
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| Notes to Condensed Consolidated Financial Statements (unaudited) |
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EXPLANATORYCAUTIONARY 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
1
PART 1 – FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
SCIENCE 37 HOLDINGS, INC.
(FORMERLY LIFESCI ACQUISITION II CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
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| 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 |
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Cash held in Trust Account | | | 80,121,806 | | | 80,120,809 |
TOTAL ASSETS | | $ | 80,411,203 | | $ | 80,658,077 |
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LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY | |
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Current liabilities | | | | | | |
Accounts payable and accrued expenses | | $ | 714,561 | | $ | 131,805 |
Total Liabilities | | | 714,561 | | | 131,805 |
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Commitments and Contingencies | |
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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 |
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Stockholders’ (Deficit) Equity | |
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Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding | |
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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.
2
SCIENCE 37 HOLDINGS, INC.
(FORMERLY LIFESCI ACQUISITION II CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| | Three Months | | Three Months | ||
| | ended | | ended | ||
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| September 30, 2021 |
| September 30, 2020 | ||
Formation and operating costs | | $ | 830,627 | | $ | 80 |
Loss from operations | | | (830,627) | | | (80) |
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Other income: | | | | | | |
Interest earned on marketable securities held in Trust Account | | | 997 | | | — |
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Net loss | | | (829,630) | | | (80) |
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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.
3
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
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| | | | Additional | | | | | Total | |||||
| | Common Stock | | Paid in | | Accumulated | | Stockholders’ | ||||||
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| Shares |
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| Capital |
| Deficit |
| Equity (Deficit) | ||||
Balance — June 30, 2021 | | 2,002,260 | | $ | 201 | | $ | 998,110 | | $ | (562,449) | | $ | 435,862 |
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Net loss |
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| (829,630) | |
| (829,630) |
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Balance — September 30, 2021 |
| 2,002,260 | | $ | 201 | | | 998,110 | | | (1,392,079) | | | (393,768) |
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020
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| | | | Additional | | | | | Total | |||||
| | Common Stock | | Paid in | | Accumulated | | Stockholder’s | ||||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Equity | ||||
Balance — June 30, 2020 | | 2,156,250 | | $ | 216 | | $ | 24,784 | | $ | (1,000) | | $ | 24,000 |
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Net loss |
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| (80) | |
| (80) |
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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.
4
SCIENCE 37 HOLDINGS, INC.
(FORMERLY LIFESCI ACQUISITION II CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| | Three Months | | Three Months | ||
| | Ended | | Ended | ||
| | September 30, | | September 30, | ||
| | 2021 |
| 2020 | ||
Cash Flows from Operating Activities: |
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Net loss | | $ | (829,630) | | $ | (80) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
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Interest earned on marketable securities held in Trust Account | | | (997) | | | — |
Changes in operating assets and liabilities: | |
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Prepaid expenses | | | 32,657 | | | (25,000) |
Accounts payable and accrued expenses | |
| 582,756 | | | — |
Net cash used in operating activities | |
| (215,214) | | | (25,080) |
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Cash Flows from Financing Activities: | |
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Proceeds from promissory note | |
| — | | | 175,000 |
Payments of offering costs | |
| — | | | (66,195) |
Net cash provided by financing activities | |
| — | | | 108,805 |
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Net Change in Cash | |
| (215,214) | | | 83,725 |
Cash — Beginning | |
| 416,111 | | | 25,000 |
Cash — Ending | | $ | 200,897 | | $ | 108,725 |
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Non-Cash Investing and Financing Activities: | |
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Offering costs included in accrued offering costs | | $ | — | | $ | 19,450 |
The accompanying notes are an integral part of the unaudited condensed financial statements.
5
SCIENCE 37 HOLDINGS, INC.
(FORMERLY LIFESCI ACQUISITION II CORP.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Science 37 Holdings, Inc. (formerlyand Subsidiaries
(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 |
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 |
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) |
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 |
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 offeringCorp (“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 wasthe 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 surviving37’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.
6
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 timeclosing date of the Merger (the “Effective Time”), each issuedTransaction. The shares and outstandingnet loss per share available to holders of Legacy Science 37’s Series A, Series B, Series C, Series Dcommon and Series D-1 redeemable convertible preferred stock par value $0.0001 per share (collectively,prior to the “Science 37 Preferred Stock”), was converted intoMerger Transaction have been retroactively adjusted as shares reflecting the exchange ratio of approximately 1.815 established in the Merger Agreement.
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 astransaction. As a result of the Merger Transaction, Legacy Science 37 Preferred Stock Conversion, but excluding sharesshareholders received aggregate consideration of $233.5 million in 2021, including the holdersPIPE 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.
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 Optionscommon 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.
(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 |
(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 |
(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 |
(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 |
(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 |
(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) |
(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 |
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 |
(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 |
(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 |
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 |
(In thousands) | 2022 | 2021 | Change | ||||||||||||||||||||
Backlog | $ | 175,750 | $ | 87,865 | $ | 87,885 | 100.0 | % |
(In thousands) | 2022 | 2021 | Change | ||||||||||||||||||||
Net bookings | $ | 30,552 | $ | 40,708 | $ | (10,156) | (24.9) | % |
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) |
(In thousands) | 2022 | 2021 | Change | ||||||||||||||||||||
Revenue | $ | 18,686 | $ | 12,438 | $ | 6,248 | 50.2 | % |
(In thousands) | 2022 | 2021 | Change | ||||||||||||||||||||
Cost of revenues | $ | 15,986 | $ | 8,638 | $ | 7,348 | 85.1 | % | |||||||||||||||
% of revenue | 85.6 | % | 69.4 | % |
(In thousands) | 2022 | 2021 | Change | ||||||||||||||||||||
Selling, general and administrative | $ | 30,153 | $ | 9,164 | $ | 20,989 | 229.0 | % | |||||||||||||||
% of revenue | 161.4 | % | 73.7 | % |
(In thousands) | 2022 | 2021 | Change | ||||||||||||||||||||
Depreciation and amortization | $ | 3,469 | $ | 1,497 | $ | 1,972 | 131.7 | % | |||||||||||||||
% of revenue | 18.6 | % | 12.0 | % |
(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 |
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.
After giving effectexisting 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 6th, 2021, there were 114,707,150 shares of Common Stock issued and outstanding.
7
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 6th, 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 connectionthe 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 preparationaccompanying statements of operations and comprehensive income (loss).
As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carryingfair value of the common stock subject to possible redemption withoption holder Earn-Out Shares is recorded as share-based compensation on a straight-line basis over the offset recorded to additional paid-in capital (toderived service period determined using the extent available), accumulated deficitMonte Carlo simulation valuation model and common stock. The Company will present this revisionrecognized in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheetselling, 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 |
8
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).
The Company is an “emerging growth company,” as defined in Status
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 electchoose not to opt outtake advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, butand any such election to opt out is irrevocable. The Company has elected not to opt outtake advantage of suchthe extended transition period which means that when a standard is issuedirrevocable.
9
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: | |
|
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Common stock issuance costs | | $ | (1,858,498) |
Plus: | |
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|
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.
10
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.
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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.
11
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
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
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
Pursuantsee 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.
12
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.
13
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.
14
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 issue30,000,000 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:
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 |
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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.
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.
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”).
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.
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
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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.
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, 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.
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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
NotQuantitative and Qualitative Disclosures About Market Risk
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ITEM
Disclosure controlsControls 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.
EvaluationProcedures
As required by Rules 13a-15
effective at the reasonable assurance level.
ITEM
ITEM
Risk Factors that
ITEM
NoneUnregistered Sales of Equity Securities and Use of Proceeds
ITEM
ITEM
Mine Safety Disclosures
ITEM
None.
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ITEM
Exhibits
| Incorporated by Reference (Unless Otherwise Indicated) | |||||||||||||||||||||||||
Exhibit Number | Description of Exhibit | Form | Exhibit | Filing Date | ||||||||||||||||||||||
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| 8-K | 2.1 | May 7, | ||||||||||||||||||||||
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| ** | |||||||||||||||||||||||||
| Inline XBRL Instance | * | ||||||||||||||||||||||||
| Inline XBRL Taxonomy Extension Calculation Linkbase | * | ||||||||||||||||||||||||
| Inline XBRL Taxonomy Extension Schema | * | ||||||||||||||||||||||||
| Inline XBRL Taxonomy Extension Definition Linkbase | * | ||||||||||||||||||||||||
| Inline XBRL Taxonomy Extension Labels Linkbase | * | ||||||||||||||||||||||||
| Inline XBRL Taxonomy Extension Presentation Linkbase | * | ||||||||||||||||||||||||
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| Cover Page Interactive Data File | * |
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SCIENCE 37 HOLDINGS, INC. | |||||||||||||||||
Date: | May 9, 2022 | /s/ David Coman | |||||||||||||||
| Name: | David Coman | |||||||||||||||
| Title: | Chief Executive Officer | |||||||||||||||
(Principal Executive | |||||||||||||||||
Date: | May 9, 2022 | /s/ Mike Zaranek | |||||||||||||||
| Name: | Mike Zaranek | |||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||
(Principal Financial Officer and Principal Accounting Officer) | |||||||||||||||||
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