Amended Annual Report (10-k/a)
30 Décembre 2021 - 10:06PM
Edgar (US Regulatory)
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--06-30
2021
FY
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2020-07-01
2021-06-30
0001819113
2020-12-31
0001819113
2021-12-29
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2021
or
¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____________ to
________________
Commission file number: 001-39727
SCIENCE 37 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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84-4278203
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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800 Park Offices Drive, Suite 3606
Research Triangle Park, NC
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27709
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (984) 377-3737
Science 37 Holdings, Inc.
600 Corporate Pointe, Suite 320
Culver City, CA 90230
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Shares of Common Stock, $0.0001 par value
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SNCE
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The Nasdaq Stock Market LLC
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Securities registered pursuant to Section 12(g) of
the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required 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
¨
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging Growth Company
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x
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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. Yes ¨
x
Indicate by
check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ¨
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x
No ¨
The aggregate market value of the registrant’s common stock held
by non-affiliates of the registrant was $87,757,186 based on the closing sales price on the Nasdaq Stock Market as of December 31, 2020, the
last business day of the registrant’s most recently completed second fiscal quarter.
As of December 29, 2021, there were 114,707,150 shares
of common stock, par value $0.0001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Science 37 Holdings, Inc. (formerly known
as LifeSci Acquisition II Corp.) (the “Company,” “we,” “our” or “us”) is filing this Amendment
No. 2 to the Annual Report on Form 10-K, or this Amendment No. 2, to amend our Annual Report on Form 10-K
for the period ended June 30, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on August 27,
2021 (the “Original Filing”) and subsequently amended on December 20, 2021 (“Amendment No. 1”), to update
the address of our principal executive offices as reported on the cover page of the Original Filing and Amendment No. 1.
Except as described above, this Amendment No. 2
does not amend, update or change any other items or disclosures contained in the Original Filing and Amendment No. 1, and accordingly,
except as described above, this Amendment No. 2 does not reflect or purport to reflect any information or events occurring after
the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 2
should be read in conjunction with the Original Filing, Amendment No. 1 and the Company’s other filings with the SEC. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing.
Pursuant to Rule 12b-15 under the Exchange
Act, this Amendment No. 2 also contains new certifications by the principal executive officer and the principal financial officer
as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV hereof is amended to include
the currently dated certifications as Exhibits 31.1 and 31.2. The Company is not including certifications pursuant to Section 1350
of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 2.
PART IV
ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(a) (3) Exhibits
The following exhibits are filed with this Amendment No. 2. Exhibits
which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.
Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger dated as of May 6, 2021, by and among LifeSci Acquisition II Corp., LifeSci Acquisition II Merger Sub, Inc.
and Science 37, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on
May 7, 2021).
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3.1
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Amended
and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the
Registrant on November 25, 2020).
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3.2
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By
Laws (incorporated by reference to Exhibit 3.3 filed with the Form S-1/A filed by the Registrant on November 18, 2020).
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4.1
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Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on
November 18, 2020).
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4.2
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Private
Warrant Agreement, dated November 24, 2020 (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed
by the Registrant on November 25, 2020).
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4.3*
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Description
of Securities
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10.1
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Letter
Agreements, dated November 20, 2020, among LSAQ and LSAQ’s officers, directors and Initial Stockholders. (incorporated
by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on November 25, 2020).
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10.2
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Investment
Management Trust Agreement, dated November 20, 2020, by and between Continental Stock Transfer & Trust Company and
LSAQ. (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on November 25, 2020).
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10.3
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Stock
Escrow Agreement, dated November 20, 2020, among LSAQ, Continental Stock Transfer & Trust Company and the Initial Stockholders.
(incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on November 25, 2020).
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10.4
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Registration
and Stockholder Rights Agreement, dated November 20, 2020, by and between LSAQ and Initial Stockholders. (incorporated by reference
to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on November 25, 2020).
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10.5
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Subscription
Agreement, dated November 20, 2020, by and between the Registrant and LifeSci Holdings LLC. (incorporated by reference to Exhibit 10.5
filed with the Form 8-K filed by the Registrant on November 25, 2020).
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10.6
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Administrative
Services Agreement, dated November 20, 2020, by and between the Registrant and LifeSci Capital LLC. (incorporated by reference
to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on November 25, 2020).
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10.7
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Sponsor
Support Agreement, dated May 6, 2021, by and among LSAQ and LifeSci Capital LLC. (incorporated by reference to Exhibit 10.1
filed with the Form 8-K filed by the Registrant on May 7, 2021).
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10.8
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Form of
Science 37 Holders Support Agreement (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant
on May 7, 2021).
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10.9
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Form of
Subscription Agreement (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on May 7,
2021).
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10.10
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Form of
Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed
by the Registrant on May 7, 2021).
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10.10
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Form of
Sponsor Lock-up Agreement (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on
May 7, 2021).
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14
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Form of
Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the
Registrant on November 18, 2020)
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21.1*
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List of Subsidiaries
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31.1**
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Certification
of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2**
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Certification
of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1***
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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.
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32.2***
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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.
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101.INS
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Inline
XBRL Instance Document
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101.SCH
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Inline
XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline
XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline
XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline
XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline
XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
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* Filed as an exhibit to the Original Filing on August 27, 2021.
** Filed herewith.
*** Furnished as an exhibit to Amendment
No. 1 on December 20, 2021.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SCIENCE 37 HOLDINGS, INC.
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Dated: December 30, 2021
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By:
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/s/ David Coman
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Name:
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David Coman
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Chief Executive Officer
(Principal Executive Officer and Authorized Signatory)
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LifeSci Acquisition II (NASDAQ:LSAQ)
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