As filed with the Securities and
Exchange Commission on November 17, 2020
Registration No. 333-249480
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIFESCI
ACQUISITION II CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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6770
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84-4278203
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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250 W 55th St #3401
New York, NY 10019
(646) 889-1200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Andrew McDonald
Chief Executive Officer
250 W 55th St #3401,
New York, NY 10019
(646) 889-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
(212) 407-4990 — Facsimile
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Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
(212) 370-7889 — Facsimile
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Approximate date
of commencement of proposed sale to the public: As soon as practicable after the effective date of this offering.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 check the following box. ¨
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
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:
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Large accelerated filer
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Security being registered
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Amount
Being Registered
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Proposed
Maximum
Offering
Price per
Security(1)
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Proposed Maximum
Aggregate
Offering
Price(1)(2)
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Amount of
Registration
Fee
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Common stock, $0.0001 par
value(2)
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8,625,000
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$
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10.00
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$
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86,250,000
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$
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9,410
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Total
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$
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86,250,000
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$
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9,410
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(1) Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes the aggregate of 7,500,000 shares of common stock to
be issued to public stockholders in the public offering, and 1,125,000 shares of common stock which may be issued upon exercise
of a 45-day option granted to the Underwriters to cover over-allotments.
The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement contains
a prospectus relating to the initial public offering of shares of common stock of LifeSci Acquisition II Corp. for $10.00 per
share. This Registration Statement also contains a prospectus relating to offer and sales of shares of LifeSci Acquisition II
Corp. common stock in connection with certain market making transactions that may be effected by LifeSci Capital LLC in the
secondary market for 30 days following the date of this prospectus. The complete prospectus relating to the initial public
offering of our common stock (the “IPO Prospectus”) follows immediately after this Explanatory Note. Following
the IPO Prospectus are certain pages of the prospectus relating solely to such market making transactions (together with
the remainder of the prospectus as modified as indicated below, the “Market Making Prospectus”), including an
alternate front and back cover page, an alternate table of contents and alternate sections entitled
“Summary — The Offering,” “Use of Proceeds” and “Plan of Distribution.”
Each of such alternate pages has been marked “Alternate Page for Market Making Prospectus.” The Market
Making Prospectus will not include the information in the sections of the IPO Prospectus entitled “Risk
Factors — Our initial stockholders paid nominal purchase price for their founder shares, and, accordingly,
you will experience immediate and substantial dilution from the purchase of our common stock.,” “Risk
Factors — The determination of the offering price of our shares of common stock and the size of this offering
is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry.
You may have less assurance, therefore, that the offering price of our shares of common stock properly reflects the value of
such shares than you would have in a typical offering of an operating company.,” “Dilution,”
“Capitalization,” “Use of Proceeds” and “Underwriting (Conflict of Interest).” All other
sections of the IPO Prospectus are to be used in the Market Making Prospectus. A complete version of each of the IPO
Prospectus and the Market Making Prospectus will be filed with the U.S. Securities and Exchange Commission in accordance with
Rule 424 under the Securities Act.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY
PROSPECTUS
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SUBJECT TO COMPLETION, DATED
NOVEMBER 17, 2020
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$75,000,000
LIFESCI ACQUISITION II CORP.
7,500,000 SHARES OF COMMON STOCK
LifeSci Acquisition
II Corp., which we refer to as “we,” “us” or “our company,” is a newly organized blank check
company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which
we refer to throughout this prospectus as our “initial business combination.” Although we are not limited to a particular
industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses that
have their primary operations located in North America in the healthcare industry.
This is an initial
public offering of our securities. We are offering 7,500,000 shares of common stock at an offering price of $10.00 per share.
Unlike certain other SPAC IPOs, investors in this offering will not receive warrants that would become exercisable following completion
of our initial business combination. We have granted LifeSci Capital LLC (“LifeSci Capital”) and Ladenburg Thalmann
& Co. Inc. (“Ladenburg Thalmann”), the representatives of the underwriters, a 45-day option to purchase up to
an additional 1,125,000 shares of common stock (over and above the 7,500,000 shares referred to above) solely to cover over-allotments,
if any.
We will provide the holders of our outstanding shares of common
stock that were sold in this offering with the opportunity to redeem their shares of common stock upon the consummation of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account described below, including interest (net of taxes payable), divided by the number of then outstanding shares of common
stock that were sold in this offering, which we refer to as our “public shares.”
We have 24 months
to consummate our initial business combination. If we are unable to consummate our initial business combination within the above
time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public stockholders,
by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs,
as further described herein.
LifeSci Holdings LLC,
our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,” at $0.90
per warrant for an aggregate purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common stock
at an exercise price of $11.50 per warrant. The private warrants will become exercisable on the later of the completion of our
initial business combination and 12 months from the closing of this offering and will expire five years after the effective date
of the registration statement of which this prospectus forms a part. This purchase will take place on a private placement basis
simultaneously with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants,
$1,980,000 will be used for offering expenses and $750,000 will be used for working capital. Our sponsor has also agreed that if
the over-allotment option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional
number of private warrants (up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the trust
account $10.00 per share sold to the public in this offering. These additional private warrants will be purchased in a private
placement that will occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
On January 1,
2020, LifeSci Holdings LLC, our sponsor, purchased 2,156,250 shares, which we refer to herein as “founder shares” or
“insider shares,” for an aggregate purchase price of $25,000. On September 30, 2020, LifeSci Holdings LLC transferred
215,625 founder shares to Chardan Healthcare Investments LLC, an investor in our sponsor. The founder shares include an aggregate
of up to 281,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not
exercised in full or in part, with LifeSci Holdings LLC to forfeit up to 253,125 shares and Chardan Healthcare Investments LLC
to forfeit up to 28,125 shares.
There is presently no public market for our common stock. We
intend to apply to have our common stock listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “LSAQ” on
or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq.
We cannot assure you that our securities will continue to be listed on Nasdaq after this offering.
We are an “emerging
growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public
company reporting requirements.
Investing in our
securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion
of information that should be considered in connection with an investment in our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to Public
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Underwriting
Discount and
Commissions(1)
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Proceeds, Before
Expenses, to us
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Per share
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$
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10.00
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$
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0.20
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$
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9.80
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Total
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$
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75,000,000
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$
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1,500,000
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$
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73,500,000
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(1)
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Please see the section titled “Underwriting” for further
information relating to the underwriting arrangements agreed to between us and the underwriters in this offering.
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Upon consummation
of the offering, $10.00 per share sold to the public in this offering (whether or not the over-allotment option has been exercised
in full or part) will be deposited into a United States-based trust account with Continental Stock Transfer &
Trust Company acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier
of the completion of our initial business combination and our redemption of the public shares upon our failure to consummate a
business combination within the required period.
The underwriters
are offering the shares of common stock on a firm commitment basis. LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc.,
acting as the representatives of the underwriters, expect to deliver the shares of common stock to purchasers on or about [__],
2020.
Joint Book-Running Managers
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LifeSci Capital
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Ladenburg
Thalmann
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[__], 2020
LIFESCI ACQUISITION II CORP.
TABLE OF CONTENTS
SUMMARY
This summary only
highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all
of the information that you should consider in making an investment decision. You should read this entire prospectus carefully,
including the information under “Risk Factors” and our financial statements and the related notes included elsewhere
in this prospectus, before investing. Unless otherwise stated in this prospectus:
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“we,” “us” “our” or
“our company” refers to LifeSci Acquisition II Corp.;
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“initial stockholders”
refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor and officers and
directors to the extent they hold such shares;
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“founder shares” refers
to the 2,156,250 shares of common stock held by our sponsor, our directors, and affiliates of our management team prior to
this offering (including up to an aggregate of 281,250 shares of common stock subject to forfeiture to the extent that the
underwriters’ over-allotment option is not exercised in full or in part);
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“private warrants” refers
to the warrants we are selling privately to our sponsor and/or its designees upon consummation of this offering;
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“sponsor” refers to LifeSci Holdings LLC,
an entity affiliated with LifeSci Capital LLC;
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the term “public stockholders”
means the holders of shares of common stock being sold in this public offering, or “public shares,” whether they
are purchased in the public offering or in the aftermarket, including any of our initial stockholders to the extent that they
purchase such public shares (except that our initial stockholders will not have conversion or tender rights with respect to
any public shares they own); and
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the information in this prospectus assumes that the underwriters
will not exercise their over-allotment option.
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Certain financial
information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal
the arithmetic sum of the figures that should otherwise aggregate to those totals.
You should rely
only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide
you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction
where the offer is not permitted.
General
We are a blank check
company formed under the laws of the State of Delaware on December 18, 2019. We were formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation
on what industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation.
We anticipate targeting companies domiciled in North America or Europe that are developing assets in the biopharma, medical technology,
digital health, and healthcare services sectors, which aligns with our management team’s experience in healthcare investing
and drug development. At the time of preparing this prospectus, we have not identified any specific business combination, nor has
anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our
efforts to date are limited to organizational activities related to this offering.
Our Sponsor and Competitive Advantages
Our sponsor is an affiliate
of LifeSci Capital LLC, a research-driven investment bank with deep domain expertise in the life sciences, LifeSci Advisors LLC,
an investor relations and public relations company in the life sciences industry with comprehensive solutions to communications
and investor outreach, and LifeSci Venture Management LLC, a corporate venture capital firm that seeks to invest in biotech and
health sectors, collectively “LifeSci”.
LifeSci’s service
model as a boutique investment bank is unique in that it exclusively serves corporate clients that are emerging life science companies
that discover, develop, and commercialize innovative products.
LifeSci’s service
model as an investor relations and public relations firm is unique in that it provides companies in the life sciences industry
with comprehensive solutions to communications and investor outreach. LifeSci assists companies in increasing visibility within
the investment community and educating investors on opportunities offered by these companies. LifeSci’s core capabilities
include non-deal roadshow planning and execution, KOL Events/R&D Days, corporate communications, and public relations through
its affiliate LifeSci Public Relations.
LifeSci’s service
model as a venture capital firm is unique in that it focuses on pre-public institutional rounds of transformational healthcare
companies managed by exceptional founder/entrepreneurs. LifeSci’s investment principals have broad-ranging life sciences
experience including public and private investing, deal structuring, investment banking, equity capital markets, equity research,
and bench research - both basic science and applied.
LifeSci’s team
is comprised of individuals with medical and advanced scientific training and legal and banking experience, enabling a deeply differentiated
approach to research and idea generation. Complementing LifeSci’s scientific insight and industry relationships is LifeSci’s
business team, whose members include portfolio managers, corporate managers, and investment bankers who actively engage with banks
and academic institutions, cultivating strong relationships and expanding their network of key contacts and syndicate partners.
We believe the well-rounded nature of the team, strengthened by strong ties across industry, academia, banking platforms, and unaffiliated
investor relationships, will enhance our management team’s ability to source viable prospective target businesses, capitalize
them, and ensure public-market readiness.
Our independent directors
have extensive experience in clinical medicine, development and regulatory, operational, and management leadership within the healthcare
and financial industries. We believe that their breadth of experience will bolster our ability to thoroughly evaluate prospective
candidates and successfully execute our initial business combination. Following the completion of our initial transaction, we believe
our independent directors will fortify our ongoing operations by providing sound and experienced counsel on potential further acquisitions,
divestitures, corporate strategy, and human resources.
We believe that our
management team is equipped with the knowledge, experience, capital and human resources, and sustainable corporate governance practices
to pursue unique opportunities that will offer attractive risk-adjusted returns.
Our management team
is led by Andrew McDonald, Co-Founder of LifeSci Advisors and LifeSci Capital, Michael Rice, Co-Founder of LifeSci Advisors and
LifeSci Capital, and David Dobkin, Managing Director of LifeSci Capital.
We believe that our
company’s philosophical alignment with LifeSci, and our ability to leverage the rigorous and comprehensive scientific and
financial analysis that LifeSci is known for, provides us with a strong competitive advantage. LifeSci focuses on dynamic sectors
of healthcare with great potential to transform the healthcare industry: biotechnology, specialty pharmaceuticals, medical devices,
digital health, information technology, and healthcare services.
In 2018, LifeSci’s
investors relations hosted over 1,500 meetings in 27 key regions in the United States and over 500 meetings in 16 key regions throughout
Europe. In 2019, LifeSci’s Public Relations group secured over 1,300 media hits for their clients, with more than 100 million
viewers and readers globally, and wrote over 4,000 social media posts. LifeSci Venture’s first fund in 2017 has invested
in 12 companies alongside large dedicated healthcare funds and has launched its second fund in the third quarter of 2019. LifeSci’s
investment bank has executed over 50 transactions since inception, in which over 50% were repeat or Lead Managed. LifeSci’s
investment bank core capabilities include experienced-based investment banking advisory, varied capital raising abilities, industry
insight and accessibility, global institutional coverage and reach, equity research, and client empowerment.
LifeSci's investor
relations presence has continued to expand year-over-year. In 2019, LifeSci Advisors conducted 4,602 one-on-one non-deal roadshow
(NDR) investor meetings, 140 key opinion leader (KOL) events, 594 meetings with high net worth (HNW) individuals and financial
advisors, and 4,160 one-on-one meetings at the J.P. Morgan healthcare conference (JPM), as compared to 4,105 NDR meetings, 130
KOL events, 568 HNW meetings, and 2,700 one-on-one meetings at JPM in 2018. Additionally, LifeSci's Executive Search group completed
30 board and executive placements in 2019, up from 17 in 2018. LifeSci's client base continues to grow as well, reaching 177 healthcare
client partnerships in 2019, up from 150 in 2018. LifeSci Partners has a global footprint, with offices in cities including New
York, Chicago, Boston, Charlotte, London, Geneva, Paris, and Tel Aviv.
Our Board of Directors and Management
Andrew McDonald, our
Chief Executive Officer and Board Member, is an experienced healthcare investment professional with expertise in identifying transformative
products and technologies in all stages of development. Andrew has been the Chairman and Chief Executive Officer of LifeSci Acquisition
Corp., a special purpose acquisition company, since June 2019. Andrew has served as the Chief Executive Officer of Attune
Pharmaceuticals since March 2015 and is a Founding Partner of LifeSci Advisors and LifeSci Capital. Prior to founding LifeSci,
Andrew served as senior biotechnology analyst at Great Point Partners, a dedicated life science hedge fund, from 2006 to 2008.
From 2004 to 2006, Andrew was Head of Healthcare Research and a Biotechnology Analyst at ThinkEquity Partners, a boutique investment
bank. Prior to entering the financial services industry, Andrew was a medicinal chemist at Cytokinetics from 2001 to 2004, where
he discovered and developed a promising anti-cancer agent now in clinical trials. Andrew began his pharmaceutical career as a medicinal
chemist at Pfizer. Andrew received a Ph.D. in organic chemistry from UC Irvine and completed his B.S. in chemistry at UC Berkeley.
Andrew holds the Series 7, 24, 63, 79, 86, and 87 licenses.
Michael Rice, our
Chief Operating Officer and Board Member, has experience in portfolio management, corporate management, investment banking and
capital markets. Prior to co-founding LifeSci Advisors and LifeSci Capital, Michael was the co-head of health care investment banking
at Canaccord Adams, where he was involved in debt and equity financing. Michael was also was a Managing Director at ThinkEquity
Partners where he was responsible for managing Healthcare Capital Markets, which included structuring and executing numerous transactions,
many of which were firsts at ThinkEquity. Prior to that, Michael served as a Managing Director at Banc of America, serving large
hedge funds and private equity healthcare funds. Michael has been the Chief Operating Officer and a director of LifeSci Acquisition
Corp., a special purpose acquisition company, since June 2019. Previously, he was a Managing Director at JPMorgan/Hambrecht &
Quist.
David Dobkin,
our Chief Financial Officer and Board Member, is an experienced healthcare capital markets investment banker with a career focused
on helping high-growth life science, medical device, and healthcare IT companies achieve their financial and strategic goals. David
has been the Chief Financial Officer and a director of LifeSci Acquisition Corp., a special purpose acquisition company, since
June 2019. David has worked with companies developing a wide range of technologies and brings extensive strategic advisory
and execution capability to his clients. David has experience with both traditional and non-traditional forms of equity and debt
offerings in both the U.S. and abroad. He is a regular speaker on growth capital formation at conferences across the United States
and Canada. Prior to joining LifeSci Capital, David was a Managing Director at Boustead Securities. Prior to that, in 2015, David
founded Dobkin & Company, an investment bank tailored for entrepreneur-led companies focused on seed and growth equity
and capital. Previously, David worked in various capacities with the New Zealand Government facilitating capital formation on behalf
of regional companies and government agencies with a focus on securing strategic foreign direct investment. David has tremendous
experience conducting cross-border transactions. Prior to October 2010, David worked for Lazard Frères, one of the
world’s preeminent financial advisory and asset management firms, where he facilitated and advised on cross-border mergers
and acquisitions transactions in excess of $2.5 billion. Prior to joining for Lazard Frères, David began his career in in
the Healthcare investment banking group for Wasserstein Perella based in New York. At Wasserstein Perella, David advised healthcare
companies on capital formation as well as strategic alternatives. David conducted graduate research in stem cell bioengineering
and received a Master of Science, Biomedical Engineering, from the University of Southern California. David also received a B.S.
in Biomedical Engineering, from Columbia University. David holds the Series 63, 79, and 82 licenses.
Industry Opportunity
The healthcare industry
consists of sectors within the economic system providing curative, preventive, rehabilitative, and palliative care for patients.
The industry includes organizations providing such goods and services, as well as the doctors, nurses, and other healthcare employees.
Total healthcare spending in the United States reached nearly $3.5 trillion in 2017 and is expected to grow by an average 5.6 percent
annually over 2016-2025, according to a Centers for Medicare & Medicaid Services report released in February 2017.
Total healthcare expenditures are thus expected rise to 19.9 percent of the US Gross Domestic Product.
The healthcare market
globally mirrors a similar trend in the U.S. of an increased contribution to the economy, due to the aging of the global population
and other durable macro dynamics. For example, in good part due to the impact of healthcare on society, life expectancy in the
U.S. increased from 47 years in 1900 to 79 years in 2016. As a disproportionate amount of overall healthcare spending is associated
with diseases of aging, the aging of the global population will continue to drive increased healthcare consumption. In addition,
less developed countries have gone through an unprecedented period of healthcare insurance and infrastructure expansion that has
led the countries to have significantly higher contributions to the global healthcare marketplace.
The target universe
of healthcare opportunities is extensive, considering healthcare’s overall contribution to the economy. A factor that further
broadens the universe is the high amount of innovation occurring within healthcare. In the wake of the genomics revolution, the
pace of innovation is accelerating. With the streamlining of the externalization of breakthrough science from academic institutions,
particularly in the United States, as mandates shifted from protecting intellectual property to externalizing it, increasing numbers
of potentially disruptive healthcare innovations exist that may be underappreciated or underfunded. Early-stage companies need
capital and advisory services to reach their commercial potential.
The healthcare industry
is primed for new technologies and business models due to the increasing cost of healthcare and due to the increasing pressure
to add value to the system. We believe that lower-value segments of healthcare will be burdened by the pressures of cost cutting,
while companies or segments that deliver superior products and services, with better clinical and non-clinical outcomes, will thrive.
Successful companies will be data driven, consumer focused, operationally efficient and transfer best-in-class standards globally.
Our team will take a holistic approach to investment opportunities and conduct stringent due diligence to screen such companies.
We see opportunities for companies that address global healthcare cost pressures by: succeeding in disruptive innovation, thus
justifying monies spent by delivering cures or other breakthrough outcomes; delivering cost savings to address global healthcare
cost pressures; or providing access to medicines, as the marginal benefits from healthcare spending are highest when providing
goods and services to those who do not already receive them.
Investment Criteria
We are focused on
companies in disruptive and other value added subsegments of healthcare that have the potential for significant gains in the next
five years. Our ideal company will be institutionally backed, with a high-quality management team and a demonstrated ability to
raise money from the private capital markets. The segments we will target include biotechnology, medical technology and digital
health.
The focus of our management
team is to create stockholder value by leveraging its experience to efficiently guide an emerging healthcare company towards commercialization.
Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in
evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses,
we may deviate from these criteria and guidelines should we see fit to do so:
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Healthcare Company Poised for Rapid Growth
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We intend to primarily seek
to acquire one or more growth businesses with a total equity value of greater than 5 to 10 times the amount of the proceeds of
this offering. We believe that there are a substantial number of potential target businesses with appropriate valuations that can
benefit from a public listing and new capital for growth to support significant revenue and earnings growth or to advance clinical
programs. We do not intend to acquire a start-up company.
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Niche Leader and Specialized Business with High Growth Potential
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We intend to seek target companies
that have significant and underexploited expansion opportunities in a niche sector. This can be accomplished through a combination
of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience
in identifying such targets and in helping target management assess the strategic and financial fit. Similarly, our management
has the expertise to assess the likely synergies and a process to help a target integrate acquisitions. Additionally, our management
team has extensive experience assisting healthcare companies raise money as they navigate the regulatory approval process.
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Benefits from Being a U.S. Public Company (Value Creation and Marketing Opportunities)
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We intend to seek target companies
that should offer attractive risk-adjusted equity returns for our stockholders. We intend to seek to acquire a target on terms
and in a manner that leverage our experience. We expect to evaluate a Company based on its potential to successfully achieve regulatory
approval and commercialize its product(s). We also expect to evaluate financial returns based on (i) risk-adjusted peak sales
potential (ii) the potential of pipeline products and the scientific platform (iii) the ability to achieve the system
cost savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions
and (v) the prospects for creating value through other value creation initiatives. Potential upside, for example, from the
growth in the target business’ earnings or an improved capital structure will be weighed against any identified downside
risks.
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Potential Benefit from Globalization Trends and Possession of Competitive Advantages
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Target companies exhibit unrecognized
value or other characteristics that we believe have been misevaluated by the marketplace based on company-specific analyses and
due diligence. For a potential target company, this process will include, among other things, a review and analysis of the company’s
capital structure, quality of current or future earnings, preclinical or clinical data, potential for operational improvements,
corporate governance, customers, material contracts, and the industry and trends. We intend to leverage the operational experience
and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations
allows us to pursue.
These criteria are
not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,
to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may
deem relevant.
Private Placements
On January 1,
2020, our sponsor purchased 2,156,250 shares, which we refer to throughout this prospectus as the “founder shares”
or “insider shares,” 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 our sponsor. The founder shares include an aggregate
of up to 281,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not
exercised in full or in part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after
this offering (excluding the sale of the private warrants and assuming our initial stockholders do not purchase public shares in
this offering). None of our initial stockholders has indicated any intention to purchase public shares in this offering.
The founder shares
are identical to the public shares. However, our initial stockholders have agreed (A) to vote their founder shares in favor
of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business
combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation
to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering,
unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not
to redeem any shares, including founder shares into the right to receive cash from the trust account in connection with a stockholder
vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed
initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding
up if a business combination is not consummated.
On the date of this
prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer & Trust
Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier
of (i) 6 months after the date of the consummation of our initial business combination or (ii) the date on which the
closing price of our 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 our initial business
combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6
months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our
initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which
results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to
any persons (including their affiliates and stockholders) participating in the private placement of the private warrants, officers,
directors, stockholders, employees and members of our sponsor and its affiliates, (2) amongst initial stockholders or to our
officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members
upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary
of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the
laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges
to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than
the price at which the shares were originally purchased or (9) for the cancellation of up to 281,250 shares of common stock
subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection
with the consummation of our initial business combination, in each case (except for clause 9 or with our prior consent) where the
transferee agrees to the terms of the escrow agreement and the insider letter.
In addition, LifeSci
Holdings LLC, our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,”
at $0.90 per warrant for a total purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common
stock at an exercise price of $11.50 per warrant. The private warrants will become exercisable on the later of the completion of
our initial business combination and 12 months from the closing of this offering and will expire five years after the effective
date of the registration statement of which this prospectus forms a part. This purchase will take place on a private placement
basis simultaneously with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants,
$1,980,000 will be used for offering expenses and $750,000 will be used for working capital. Our sponsor has also agreed that
if the over-allotment option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional
number of private warrants (up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the
trust account $10.00 per share sold to the public in this offering. These additional private warrants will be purchased in a private
placement that will occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
The proceeds from
the private placement of the private warrants will be added to the proceeds of this offering and placed in a trust account in the
United States maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete our initial
business combination within 24 months, the proceeds from the sale of the private warrants will be included in the liquidating distribution
to the holders of our public shares.
The private warrants
will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial
purchasers or their permitted transferees. The private warrants will not be transferable, assignable or saleable until after the
completion of a business combination, subject to the limited exceptions described above.
If public shares are
purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the
same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto.
Our executive offices
are located at 250 W. 55th St., #3401, New York, NY 10019, and our telephone number is (646) 889-1200.
The Offering
In making your decision
on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management
team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance
with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors
in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below
entitled “Risk Factors” beginning on page 18 of this prospectus.
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Securities offered
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7,500,000 shares of common stock, at $10.00 per share.
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Listing of our securities and
proposed symbol
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We anticipate the shares of common stock will be listed on Nasdaq under the symbol “LSAQ”.
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We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the shares commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option.
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Shares of common stock:
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Number issued and outstanding before
this offering
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2,156,250 shares(1)
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Number to be issued and outstanding after
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9,375,000 shares(2)
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(1)
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This number includes an aggregate of up to 281,250 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not fully exercised by the underwriters.
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(2)
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Assumes the over-allotment option has not been exercised and an aggregate of 281,250 shares of common stock held by our initial stockholders have been forfeited. If the over-allotment option is exercised in full, there will be a total of 10,781,250 shares of common stock issued and outstanding.
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Offering proceeds to be held in trust
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$75,000,000 of the net proceeds of
this offering (or $86,250,000 if the over-allotment option is exercised in full), including $2,730,000 (or $2,955,000 if the
over-allotment option is exercised in full), we will receive from the sale of the private warrants, or $10.00 per share sold
to the public in this offering will be placed in a trust account in the United States, maintained by Continental
Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this
prospectus. Of the $2,730,000 (or $2,955,000 if the over-allotment option is exercised in full), we will receive from the sale
of the private warrants, $1,980,000 (or $2,205,000 if the over-allotment option is exercised in full) be used for offering
expenses and $750,000 will be used for working capital.
Except as set forth below, the proceeds
in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within
the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business
combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds
held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may
incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.
Notwithstanding the foregoing, there can be released to us,
from time to time, (i) any interest earned on the funds in the trust account that we may need to pay our tax obligations and
(ii) any remaining interest earned on the funds in the trust account up to $250,000 annually that we need for our working
capital requirements. With this exception, expenses incurred by us may be paid prior to a business combination only from the net
proceeds of this offering not held in the trust account of approximately $750,000 provided, however, that in order to meet our
working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient,
our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to
time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory
note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s
discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional private
warrants at a conversion price of $0.90 per private warrant. Such private warrants will be identical to the private warrants to
be issued at the closing of this offering. Our directors have approved the issuance of the private warrants upon conversion of
such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.
If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent
available.
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Limited payments to insiders
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Prior to the consummation of a
business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers,
directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business
combination (regardless of the type of transaction that it is) other than:
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payment of $10,000 per month to an affiliate of LifeSci Holdings
LLC for office space and related services, subject to deferral as described herein;
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repayment of loans which may be made by our insiders,
officers, directors or any of its or their affiliates to finance transaction costs in connection with an initial business combination,
the terms of which have not been determined;
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reimbursement of out-of-pocket expenses incurred by them
in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business
combinations; and
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repayment upon consummation of our initial business combination
of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction
costs in connection with an intended initial business combination.
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There is no limit on the amount of out-of-pocket
expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in
the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would
not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements
and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements
and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested
director abstaining from such review and approval.
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Potential revisions to agreements with insiders
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We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if such a modification were necessary to complete a business combination).
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Stockholder approval of, or tender offer in connection with, initial business combination
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We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
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We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.
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Our initial stockholders have agreed (A) to vote their
founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of,
prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the
substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination
within 24 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such
amendment, (C) not to convert any shares (including the founder shares) into the right to receive cash from the trust account
in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender
offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate
in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders
or their affiliates has indicated any intention to purchase public shares of common stock in the open market or in private transactions.
However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination,
our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions
in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares
so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding
the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock
if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed
to stop potential manipulation of a company’s stock or purchasing shares when the buyer is in possession of material non-public
information about the Company.
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Conditions to completing our initial business combination
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We have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of our sponsor. Further, there is no limitation
on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the value of the trust account (excluding any taxes payable on the income earned on the trust account) at the time of the agreement
to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80%
test.
If our board is not able to independently
determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking
or accounting firm as to the fair market value of the target business. We will complete our initial business combination only if
the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting
securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post
business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If
less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test,
provided that in the event that the business combination involves more than one target business, the 80% test will be based on
the aggregate value of all of the target businesses.
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Conversion rights
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In connection with any stockholder meeting
called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he,
she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares
into a pro rata share of the trust account upon consummation of the business combination.
We may require public stockholders wishing
to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender
the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the
transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s
option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge
the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However,
this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business
combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion
rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver
their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this
may result in an increased cost to stockholders. The conversion rights will include the requirement that a beneficial holder must
identify itself in order to validly redeem its shares.
Under Delaware law, we may be required
to give a minimum of only ten days’ notice for each general meeting. As a result, if we require public stockholders who wish
to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to
comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares
for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities
when they otherwise would not want to.
If we require public stockholders who wish
to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed
business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.
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Release of funds in trust account upon closing of our initial business combination
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On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their conversion rights as described above under “— Conversion rights” to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
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Liquidation if no business combination
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If we are unable to complete our initial business combination
within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public
shares (including any public shares in this offering or any public shares that our initial stockholders or their affiliates purchased
in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our
remaining holders of common stock and our board of directors, proceed to commence a voluntary liquidation and thereby a formal
dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of
creditors and the requirements of applicable law.
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In connection with our redemption of 100%
of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata
portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not
necessary to pay our taxes payable on such funds.
We may not have funds sufficient to pay
or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities
we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they
will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these
waivers and bring claims against the trust account for monies owed them.
The holders of the founder shares and private
warrants will not participate in any redemption distribution with respect to their founder shares and private warrants, but may have
any public shares redeemed upon liquidation.
If we are unable to conclude our initial
business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking
into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately
$10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference
to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating
to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy
case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our
stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of
any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor
has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently
do not anticipate that such funds will be insufficient.
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Conflict of Interest
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LifeSci Capital, a representative
of the underwriters in this offering and an affiliate of certain of our officers and directors, is a beneficial owner
of our sponsor, LifeSci Holdings LLC. As a result, LifeSci Capital is deemed to have a “conflict of interest”
within the meaning of FINRA Rule 5121 (“Rule 5121”). Accordingly, this offering is being made in
compliance with the applicable requirements of Rule 5121.
Rule 5121 requires that a “qualified independent
underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and prospectus
and exercise the usual standards of due diligence with respect thereto. Ladenburg Thalmann has agreed to act as a “qualified
independent underwriter” for this offering. We have agreed to indemnify Ladenburg Thalmann against certain liabilities incurred
in connection with acting as a “qualified independent underwriter,” including liabilities under the Securities Act.
In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary
authority without the specific prior written approval of the account holder.
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RISKS
We are a newly formed
company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we
will have no operations and will generate no operating revenues. In making your decision on whether to invest in our securities,
you should take into account not only the background of our management team, but also the special risks we face as a blank check
company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities
Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed
Business — Comparison to offerings of blank check companies subject to Rule 419.” You should carefully consider
these and the other risks set forth in the section entitled “Risk Factors” beginning on page 18 of this prospectus.
SUMMARY FINANCIAL DATA
The following table
summarizes the relevant financial data for our business and should be read with our financial statements, which are included in
this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.
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June 30,
2020
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September
30, 2020
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Actual
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Actual
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As
Adjusted(1)
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(Audited)
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(Unaudited)
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Balance Sheet Data:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital (deficit)
|
|
$
|
(4,000
|
)
|
|
$
|
(64,725
|
)
|
|
$
|
75,773,920
|
|
|
Total assets
|
|
|
53,000
|
|
|
|
222,370
|
|
|
|
75,773,920
|
|
|
Total liabilities
|
|
|
29,000
|
|
|
|
198,450
|
|
|
|
—
|
|
|
Value of shares of common stock subject to possible conversion/tender
|
|
|
—
|
|
|
|
—
|
|
|
|
70,773,910
|
|
|
Stockholders’ equity
|
|
|
24,000
|
|
|
|
23,920
|
|
|
|
5,000,010
|
|
(1) Includes
the $2,730,000 we will receive from the sale of the private warrants.
The “as adjusted”
information gives effect to the sale of the shares we are offering, including the application of the related gross proceeds and
the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to
be repaid such that we have at least $5,000,001 of net tangible assets upon consummation of this offering and upon consummation
of our initial business combination.
The “as adjusted”
working capital and total assets amounts include the $75,000,000 (without exercise of over-allotment option) to be held in the
trust account, which, except for limited situations described in this prospectus, will be available to us only upon the consummation
of our initial business combination within the time period described in this prospectus.
We will consummate
our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority
of the outstanding shares of common stock voted are voted in favor of the business combination (if a vote is required or being
obtained).
RISK FACTORS
An investment in
our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the
other information contained in this prospectus, before making a decision to invest in our shares of common stock. If any of the
following events occur, our business, financial condition and operating results may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your investment.
We are a newly formed blank check company
in the early stage with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
We are a recently
formed blank check company with no operating results, and we will not commence operations until obtaining funding through this
offering and consummating our initial business combination. Because we lack an operating history, you have no basis upon which
to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target
businesses. We have no plans, arrangements or understandings with any prospective target business concerning our initial business
combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.
The requirement that the target business
or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the
trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination
may limit the type and number of companies with which we may complete such a business combination.
Pursuant to Nasdaq
listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80%
of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement
for our initial business combination. This restriction may limit the type and number of companies that we may complete a business
combination with. If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be
forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust account, which may
be less than $10.00 per share.
Our search for a business combination,
and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the
recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
The outbreak of the
COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial markets
worldwide. We may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit
the ability to have meetings with potential investors, if the target company’s personnel, vendors and service providers are
unavailable to negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.
The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions
to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern
continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business
with which we ultimately consummate a business combination, may be materially adversely affected.
In addition, our ability
to consummate a business combination may be dependent on the ability to raise equity and debt financing which may be impacted by
COVID-19 and other events.
Our public stockholders may not be afforded
an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even
though a majority of our public stockholders do not support such a combination.
If a stockholder vote
is not required, we may conduct redemptions via a tender offer. Accordingly, we may consummate our initial business combination
even if holders of a majority of our public shares do not approve the business combination.
Your only opportunity to affect the
investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares
from us for cash.
At the time of your
investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.
Because our board of directors may consummate our initial business combination without seeking stockholder approval, public stockholders
may not have the right or opportunity to vote on the business combination. Accordingly, your only opportunity to affect the investment
decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time
(which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we
describe our business combination.
The ability of our public stockholders
to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which
may make it difficult for us to enter into our initial business combination with a target.
We may enter into
a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. If too many public stockholders exercise their redemption rights, we may not be able to meet such closing condition,
and as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly
submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to
satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination
and may instead search for an alternate business combination. Prospective targets would be aware of these risks and, thus, may
be reluctant to enter into our initial business combination transaction with us.
The ability of a large number of our
stockholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our
capital structure.
In connection with
the successful consummation of our business combination, we may redeem up to that number of shares of common stock that would permit
us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cash
to pay the purchase price, the redemption threshold may be further limited. Alternatively, we may need to arrange third party financing
to help fund our business combination in case a larger percentage of stockholders exercise their redemption rights than we expect.
If the acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our
shares to the target or its stockholders to make up for the failure to satisfy a minimum cash requirement. Raising additional funds
to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may
limit our ability to effectuate the most attractive business combination available to us.
The requirement that we maintain a minimum
net worth or retain a certain amount of cash could increase the probability that we cannot consummate our business combination
and that you would have to wait for liquidation in order to redeem your shares.
If, pursuant to the
terms of our proposed business combination, we are required to maintain a minimum net worth or retain a certain amount of cash
in trust in order to consummate the business combination and regardless of whether we proceed with redemptions under the tender
offer or proxy rules, the probability that we cannot consummate our business combination is increased. If we do not consummate
our business combination, you would not receive your pro rata portion of the trust account until we liquidate. If you are in need
of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at
a discount to the pro rata amount in our trust account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares
in the open market.
The requirement that we complete our
initial business combination within 24 months from the closing of this offering may give potential target businesses leverage over
us in negotiating our initial business combination.
Any potential target
business with which we enter into negotiations concerning our initial business combination will be aware that we must consummate
our initial business combination within 24 months from the closing of this offering. Consequently, such target businesses may obtain
leverage over us in negotiating our initial business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business. This
risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence
and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
We may not be able to consummate our
initial business combination within the required time period, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate.
Our sponsor, officers
and directors have agreed that we must complete our initial business combination within 24 months from the closing of this offering.
We may not be able to find a suitable target business and consummate our initial business combination within such time period.
If we are unable to consummate our initial business combination within the required time period, we will, as promptly as reasonably
possible but not more than five business days thereafter (subject to our certificate of incorporation and Delaware law), distribute
the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public stockholders by way of
redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption
of public stockholders from the trust account shall be effected as required by function of our certificate of incorporation and
prior to any voluntary winding up.
If we seek stockholder approval of our
business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from stockholders,
in which case they may influence a vote in favor of a proposed business combination that you do not support.
If we seek stockholder
approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to
the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated
transactions either prior to or following the consummation of our initial business combination. Such purchases will not be made
if our sponsor, directors, officers, advisors or their affiliates are in possession of any material non-public information that
has not been disclosed to the selling stockholder. Such a purchase would include a contractual acknowledgement that such stockholder,
although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its
redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately
negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders
would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply
to purchases by our sponsor, directors, officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18
under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including
with respect to timing, pricing and volume of purchases.
The purpose of such
purchases would be to (1) increase the likelihood of obtaining stockholder approval of the business combination or (2) satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the
closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the
consummation of an initial business combination that may not otherwise have been possible.
Purchases of shares of common stock
in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors or their affiliates may
make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of
an initial business combination.
If our sponsor, directors,
officers, advisors or their affiliates purchase shares of common stock in the open market or in privately negotiated transactions,
the public “float” of our shares of common stock and the number of beneficial holders of our securities would both
be reduced, possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange
following consummation of the business combination.
You will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be
forced to sell your public shares, potentially at a loss.
Our public stockholders
shall be entitled to receive funds from the trust account only in the event of a redemption to public stockholders prior to any
winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem their shares in
connection with an initial business combination that we consummate or if we seek to amend our certificate of incorporation to affect
the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination
within 24 months of the closing of this offering. In no other circumstances will a stockholder have any right or interest of any
kind to the funds in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares,
potentially at a loss.
You will not be entitled to protections
normally afforded to investors of many other blank check companies.
Because the net
proceeds of this offering are intended to be used to complete our initial business combination with a target business that
has not been identified, we may be deemed to be a “blank check” company under the United States securities laws.
However, because we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering
and will expect to file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are
exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.
Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our
shares will be immediately tradable and we will have a longer period of time to complete our initial business combination
than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any
interest earned on funds held in the trust account to us. For a more detailed comparison of our offering to offerings that
comply with Rule 419, please see “Proposed Business — Comparison of This Offering to Those of Blank Check
Companies Subject to Rule 419.”
If we seek stockholder approval of our
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of stockholders are deemed to hold in excess of 20% of our shares of common stock, you will lose the ability to redeem all such
shares in excess of 20% of our shares of common stock.
If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant
to the tender offer rules, our certificate of incorporation provides that a public stockholder, individually or together with any
affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than
an aggregate of 20% of the shares sold in this offering. Your inability to redeem more than an aggregate of 20% of the shares sold
in this offering will reduce your influence over our ability to consummate our initial business combination and you could suffer
a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue
to hold that number of shares exceeding 20% and, in order to dispose of such shares, you would be required to sell your shares
in open market transaction, potentially at a loss.
If the net proceeds of this offering
not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable to
complete our initial business combination.
The funds available
to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months, assuming that
our initial business combination is not consummated during that time. Of the funds available to us, we could use a portion of the
funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep
target businesses from “shopping” around for transactions with other companies on terms more favorable to such target
businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.
If we are unable to fund such down payments or “no shop” provisions, our ability to close a contemplated transaction
could be impaired. Furthermore, if we entered into a letter of intent where we paid for the right to receive exclusivity from a
target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable
to complete our initial business combination, our public stockholders may only receive a pro rata portion of the amount then in
the trust account (which may be less than $10.00 per share) (whether or not the underwriters’ over-allotment option is exercised
in full) on our redemption.
Subsequent to our consummation of our
initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges.
Even if we conduct
thorough due diligence on a target business with which we combine, this diligence may not surface all material issues that may
be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount
of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of
these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other
charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even
though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of
this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may
cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a
target business or by virtue of our obtaining post-combination debt financing.
Our directors may decide not to enforce
indemnification obligations against LifeSci Holdings LLC, our sponsor, resulting in a reduction in the amount of funds in the trust
account available for distribution to our public stockholders.
In the event that
the proceeds in the trust account are reduced below $10.00 per share (whether or not the underwriters’ overallotment option
is exercised in full) and LifeSci Holdings LLC, our sponsor, asserts that it is unable to satisfy its obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine on our behalf whether to
take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our
independent directors choose not to enforce these indemnification obligations on our behalf, the amount of funds in the trust account
available for distribution to our public stockholders may be reduced below $10.00 per share.
If we are deemed to be an investment
company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities
may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to
be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature
of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial
business combination. In addition, we may have imposed upon us burdensome requirements, including registration as an investment
company, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations.
If we were deemed
to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses
for which we have not allotted funds and may hinder our ability to consummate our initial business combination.
Changes in laws or regulations, or a
failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
We are subject to
laws and regulations enacted by national, regional and local governments, in particular, the Securities Exchange and Commission,
or the “SEC”. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes
could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with
applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of
operations.
If we are unable to consummate our initial
business combination, our public stockholders may be forced to wait up to 24 months or longer before redemption from our trust
account.
If we are unable to
consummate our initial business combination within 24 months from the closing of this offering, we will, as promptly as reasonably
possible but not more than five business days thereafter (subject to our certificate of incorporation and applicable law), distribute
the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public stockholders by way of
redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as
further described herein. Any redemption of public stockholders from the trust account shall be effected as required by our certificate
of incorporation prior to our commencing any voluntary liquidation. Except as otherwise described herein, we have no obligation
to return funds to investors prior to the date of any redemption required as a result of our failure to consummate our initial
business combination within the period described above or our liquidation, unless we consummate our initial business combination
prior thereto and only then in cases where investors have sought to redeem their shares of common stock. Only upon any such redemption
of public shares as we are required to effect or any liquidation will public stockholders be entitled to distributions if we are
unable to complete our initial business combination.
The grant of registration rights to
our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such
rights may adversely affect the market price of our shares of common stock.
Pursuant to an agreement
to be entered into on the date of this prospectus, our initial stockholders, our sponsor (and/or our sponsor’s designees)
and their permitted transferees can demand that we register the founder shares and the private warrants. We will bear the cost of
registering these securities. The registration and availability of such a significant number of securities for trading in the public
market may have an adverse effect on the market price of our shares of common stock. In addition, the existence of the registration
rights may make our initial business combination more costly or difficult to conclude. This is because the stockholder of the target
business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative
impact on the market price of our shares of common stock that is expected when the securities owned by our sponsor, holders of
our private warrants or their respective permitted transferees are registered. The Sponsor may not (i) have more than one demand
registration right at our expense, (ii) exercise its demand registration rights more than five (5) years from the effective
date of the registration statement of which this prospectus forms a part, and (iii) exercise its “piggy-back”
registration rights more than seven (7) years from the effective date of the registration statement of which this prospectus
forms a part, as long as our sponsor or any of its related persons are beneficial owners of private placement warrants.
Because we have not selected a particular
business or specific geographic location or any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’ operations.
Although we have a
stated focus on certain target businesses in a specific geographic location as indicated elsewhere in this prospectus, we may pursue
acquisition opportunities in any geographic region, but may rely upon our management team’s background. While we may pursue
an acquisition opportunity in any business industry or sector, we intend to initially focus on those industries or sectors that
complement our management team’s background. Except for the limitations that a target business have a fair market value of
at least 80% of the value of the trust account (excluding any taxes payable) and that we are not permitted to effectuate our initial
business combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted
flexibility in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached
any specific target business with respect to our initial business combination, there is no basis to evaluate the possible merits
or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we consummate our initial business combination, we may be affected by numerous risks inherent in the
business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially
unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
target business, we may not properly ascertain or assess all of the significant risk factors or that we will have adequate time
to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control
or reduce the chances that those risks will adversely impact a target business. In addition, investors will be relying on the business
judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair
market value of a particular target business. An investment in our shares may not ultimately prove to be more favorable to investors
than a direct investment, if such opportunity were available, in an acquisition target.
We may seek investment opportunities
outside our management’s area of expertise and our management may not be able to adequately ascertain or assess all significant
risks associated with the target company.
There is no limitation
on the industry or business sector we may consider when contemplating our initial business combination. We may therefore be presented
with a business combination candidate in an industry unfamiliar to our management team, but determine that such candidate offers
an attractive investment opportunity for our company. In the event we elect to pursue an investment outside of our management’s
expertise, our management’s experience may not be directly applicable to the target business or their evaluation of its operations.
Although we identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business
combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter
into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified
specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which
we enter into our initial business combination will not have all of these positive attributes. If we consummate our initial business
combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination
with a business that does meet all of our general criteria and guidelines. In addition, if we announce our initial business combination
with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption
rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum
net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law or Nasdaq, or
we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder
approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are
unable to complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether
or not the underwriters’ over-allotment option is exercised in full) on our redemption.
Management’s flexibility in identifying
and selecting a prospective acquisition candidate, along with our management’s financial interest in consummating our initial
business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders.
Subject to the requirement
that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value
of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such
initial business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition
candidate. Investors will be relying on management’s ability to identify business combinations, evaluate their merits, conduct
or monitor diligence and conduct negotiations. Management’s flexibility in identifying and selecting a prospective acquisition
candidate, along with management’s financial interest in consummating our initial business combination, may lead management
to enter into an acquisition agreement that is not in the best interest of our stockholders, which would be the case if the trading
price of our shares of common stock after giving effect to such business combination was less than the per-share trust liquidation
value that our stockholders would have received if we had dissolved without consummating our initial business combination.
We are not required to obtain an opinion
from an independent investment banking firm, and consequently, an independent source may not confirm that the price we are paying
for the business is fair to our stockholders from a financial point of view.
Unless we consummate
our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment
banking firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained,
our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards
generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation
materials, as applicable, related to our initial business combination.
Resources could be wasted in researching
acquisitions that are not consummated.
We anticipate that
the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point
for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control.
Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public
stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised
in full) on our redemption.
Our ability to successfully effect our
initial business combination and to be successful thereafter will be largely dependent upon the efforts of our officers, directors
and key personnel, some of whom may join us following our initial business combination.
Our operations are
dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success
depends on the continued service of our officers and directors, at least until we have consummated our initial business combination.
In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly,
will have conflicts of interest in allocating management time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance
on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers
could have a detrimental effect on us.
The role of such persons
in the target business, however, cannot presently be ascertained. Although some of such persons may remain with the target business
in senior management or advisory positions following our initial business combination, it is likely that some or all of the management
of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
business combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with
the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping
them become familiar with such requirements.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination. These agreements may provide
for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of
interest in determining whether a particular business combination is the most advantageous.
Our key personnel
may be able to remain with us after the consummation of our initial business combination only if they are able to negotiate employment
or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the
negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the consummation of the business combination. The personal and
financial interests of such individuals may influence their motivation in identifying and selecting a target business. However,
we believe the ability of such individuals to remain with us after the consummation of our initial business combination will not
be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is
no certainty, however, that any of our key personnel will remain with us after the consummation of our initial business combination.
Our key personnel may not remain in senior management or advisory positions with us. The determination as to whether any of our
key personnel will remain with us will be made at the time of our initial business combination. In addition, pursuant to an agreement
to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of
an initial business combination, will be entitled to nominate three individuals for election to our board of directors.
We may have a limited ability to assess
the management of a prospective target business and, as a result, may effectuate our initial business combination with a target
business whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the
desirability of effecting our initial business combination with a prospective target business, our ability to assess the target
business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of
the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or
abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage
a public company, the operations and profitability of the post-combination business may be negatively impacted.
The officers and directors of an acquisition
candidate may resign upon consummation of our initial business combination. The loss of an acquisition target’s key personnel
could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition
candidate’s key personnel upon the consummation of our initial business combination cannot be ascertained at this time. Although
we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition
candidate following our initial business combination, it is possible that some members of the management team of an acquisition
candidate will not wish to remain in place.
Certain of our officers and directors
are affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may
have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be
presented.
Following the completion
of this offering and until we consummate our business combination, we intend to engage in the business of identifying and combining
with one or more businesses. Certain of our executive officers and directors are affiliated with entities that are engaged in a
similar business.
Our officers may become
aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain
fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.
For example, some
of our officers and directors are affiliated with LifeSci Capital, which is an underwriter in this offering. Such officers and
directors owe a pre-existing fiduciary duty to LifeSci Capital, meaning that they will present opportunities to LifeSci Capital
prior to presenting them to us, if, for example, a potential target company is open to either raising funds in an offering or
engaging in a transaction with a SPAC. In addition, three of our officers and directors, Andrew McDonald, Michael Rice and David
Dobkin are officers and directors of LifeSci Acquisition Corp., a special purpose acquisition company that is seeking a target.
LifeSci Acquisition Corp. will have priority over us in connection with potential target businesses identified by each of them.
These affiliations may limit the number of potential targets they present to us for purposes of completing a business combination.
Any conflict of interest
may not be resolved in our favor and potential target businesses may be presented to another entity prior to its presentation to
us.
Certain shares beneficially owned by
our officers and directors will not participate in liquidation distributions and, therefore, our officers and directors may have
a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.
Our officers and directors have waived their right to redeem
any shares in connection with our initial business combination, or to receive distributions with respect to their founder shares
upon our liquidation if we are unable to consummate our initial business combination. Accordingly, these securities will be worthless
if we do not consummate our initial business combination. The personal and financial interests of our directors and officers may
influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently,
our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict
of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and
in our stockholders’ best interest.
We may engage in our initial business
combination with one or more target businesses that have relationships with entities that may be affiliated with our executive
officers, directors or existing holders, which may raise potential conflicts of interest.
We have not adopted
a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary
or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have
an interest. In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one
or more businesses affiliated with our sponsor, officers and directors. Our directors also serve as officers and board members
for other entities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to consummate
our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions
concerning a business combination with any entity or entities. Although we will not be specifically focusing on, or targeting,
any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met
our criteria for our initial business combination as set forth in “Proposed Business — Effecting our initial business
combination — Selection of a target business and structuring of our initial business combination” and such transaction
was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment
banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we seek to
acquire, regarding the fairness to our stockholders from a financial point of view of a business combination with one or more domestic
or international businesses affiliated with our executive officers, directors or existing holders, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as
they would be absent any conflicts of interest. Our directors have a fiduciary duty to act in the best interests of our stockholders,
whether or not a conflict of interest may exist.
Because our sponsor will lose its entire
initial investment in us if our initial business combination is not consummated and our officers and directors have significant
financial interests in us, a conflict of interest may arise in determining whether a particular acquisition target is appropriate
for our initial business combination.
On January 1,
2020, our sponsor purchased 2,156,250 founder shares 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 our sponsor. The founder
shares include an aggregate of up to 281,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment
option is not exercised in full or in part. The founder shares will be worthless if we do not consummate an initial business combination.
In addition, LifeSci Holdings LLC, our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants (or 3,283,333
warrants if the over-allotment option is exercised in full), or “private warrants,” at $0.90 per warrant for a total
purchase price of $2,730,000 (or $2,955,000 if the over-allotment option is exercised in full), which will also be worthless if
we do not consummate our initial business combination.
We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our financial condition
and thus negatively impact the value of our stockholders’ investment in us.
Although we have no
commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt,
we may choose to incur substantial debt to complete our initial business combination. If we incur any indebtedness without a waiver
from the lender of any right, title, interest or claim of any kind in or to any monies held in the trust account, the incurrence
of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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our inability to pay dividends on our shares of common stock;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We may only be able to complete one
business combination with the proceeds of this offering, which will cause us to be solely dependent on a single business, which
may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
The net proceeds from this offering together with the funds
we will receive from the sale of the private warrants (excluding $750,000 of net proceeds that will not be held in the trust account)
will provide us with approximately $75,000,000 (or approximately $86,250,000 if the underwriters’ over-allotment option is
exercised in full) that we may use to complete our initial business combination.
We may effectuate
our initial business combination with a single target business or multiple target businesses simultaneously. However, we may not
be able to effectuate our initial business combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the
SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined
basis. By consummating our initial business combination with only a single entity, our lack of diversification may subject us to
numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete several
business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be solely dependent upon the performance of a single business, property or asset, or dependent upon the development or market
acceptance of a single or limited number of products or services. This lack of diversification may subject us to numerous economic,
competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously consummate
business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination
and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to
simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that
our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more
difficult for us, and delay our ability, to complete the initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due
diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of
the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
address these risks, it could negatively impact our profitability and results of operations.
We may attempt to consummate our initial
business combination with a private company about which little information is available.
In pursuing our acquisition
strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very little
public information exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial business combination on the basis of limited information, which may result in our initial business combination with a company
that is not as profitable as we suspected, if at all.
We may not be able to maintain control
of a target business after our initial business combination.
We may structure our
initial business combination to acquire less than 100% of the equity interests or assets of a target business, but we will only
consummate such business combination if we will become the majority stockholder of the target (or control the target through contractual
arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an investment
company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity,
in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. Even
though we may own a majority interest in the target, our stockholders prior to the business combination may collectively own a
minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business
combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange
for all of the outstanding capital stock of a target. In this case, we acquire a 100% controlling interest in the target. However,
as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to such transaction could
own less than a majority of our outstanding shares subsequent to such transaction. In addition, other minority stockholders may
subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock
than we initially acquired. Accordingly, this may make it more likely that we will not be able to maintain our control of the target
business.
The ability of our public stockholders to exercise their
redemption rights may not allow us to effectuate the most desirable business combination or optimize our capital structure.
If our initial business
combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many public
stockholders may exercise redemption rights, we may either need to reserve part of the trust account for possible payment upon
such redemption, or we may need to arrange third party financing to help fund our initial business combination. In the event that
the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock
to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring
indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination
available to us.
In connection with any meeting held
to approve an initial business combination, we will offer each public stockholder the option to vote in favor of the proposed business
combination and still seek redemption of his, her or its shares.
In connection with
any meeting held to approve an initial business combination, we will offer each public stockholder (but not our initial stockholders,
officers or directors) the right to have his, her or its shares of common stock redeemed for cash (subject to the limitations described
elsewhere in this prospectus) regardless of whether such stockholder votes for or against such proposed business combination; provided
that a stockholder must in fact vote for or against a proposed business combination in order to have his, her or its shares of
common stock redeemed for cash. If a stockholder fails to vote for or against a proposed business combination, that stockholder
would not be able to have his shares of common stock so redeemed. We will consummate our initial business combination only if we
have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares of common stock
voted are voted in favor of the business combination. This is different than other similarly structured blank check companies where
stockholders are offered the right to redeem their shares only when they vote against a proposed business combination. This threshold
and the ability to seek redemption while voting in favor of a proposed business combination may make it more likely that we will
consummate our initial business combination.
A public stockholder who fails to vote
either in favor of or against a proposed business combination will not be able to have his shares redeemed for cash.
In order for a public
stockholder to have his shares redeemed for cash in connection with any proposed business combination, that public stockholder
must vote either in favor of or against a proposed business combination. If a public stockholder fails to vote in favor of or against
a proposed business combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would
not be able to have his shares of common stock so redeemed to cash in connection with such business combination.
We will require public stockholders
who wish to redeem their shares of common stock in connection with a proposed business combination or amendment to our certificate
of incorporation to effect the substance or timing of their redemption obligation if we fail to timely complete a business combination
to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights
prior to the deadline for exercising their rights.
We will require our
public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer
documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the
proposal to approve the business combination or amendment to our certificate of incorporation to affect the substance or timing
of our redemption obligation to redeem all public shares if we cannot complete an initial business combination, or to deliver their
shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
at the holder’s option. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker,
DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over
this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate.
While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under
our certificate of incorporation, we are required to provide at least 10 days advance notice of any stockholder meeting, which
would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if
it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet
the deadline for exercising their redemption rights and thus may be unable to redeem their shares.
Redeeming stockholders may be unable
to sell their securities when they wish to in the event that the proposed business combination is not approved.
We will require public
stockholders who wish to redeem their shares of common stock in connection with any proposed business combination to comply with
the delivery requirements discussed above for redemption. If such proposed business combination is not consummated, we will promptly
return such certificates to the tendering public stockholders. Accordingly, investors who attempted to redeem their shares in such
a circumstance will be unable to sell their securities after the failed acquisition until we have returned their securities to
them. The market price for our shares of common stock may decline during this time and you may not be able to sell your securities
when you wish, even while other stockholders that did not seek redemption may be able to sell their securities.
Because of our structure, other companies
may have a competitive advantage and we may not be able to consummate an attractive business combination.
We expect to encounter
intense competition from entities other than blank check companies having a business objective similar to ours, including venture
capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established
and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited
when contrasted with those of many of these competitors. Therefore, our ability to compete in acquiring certain sizable target
businesses may be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, seeking stockholder approval of our initial business combination
may delay the consummation of a transaction. Additionally, our rights, and the future dilution they represent (entitling the holders
to receive shares of common stock on consummation of our initial business combination), may not be viewed favorably by certain
target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating our initial business
combination.
Our Certificate of Incorporation contains
provisions that prohibit our engaging in business combinations with interested stockholders in certain circumstances.
We have opted out
of Section 203 of the Delaware General Corporate Law, or the DGCL. However, our amended and restated certificate of incorporation
contains similar provisions providing that we may not engage in certain “business combinations” with any “interested
stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless
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prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
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at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66⅔% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally, a “business
combination” includes a merger, asset or stock sale or certain other transactions with the interested stockholder. Subject
to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and
associates, owns, or within the previous three years owned, 20% or more of our voting stock
Under certain circumstances,
this provision will make it more difficult for a person who would be an “interested stockholder” to effect various
business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring
our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if
our board of directors approves either the business combination or the transaction which results in the stockholder becoming an
interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make
it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Our amended and restated
certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect
transferees of at least 20% of our outstanding common stock and any group as to which such persons are party to, do not constitute
“interested stockholders” for purposes of this provision.
We may be unable to obtain additional
financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel
us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination,
our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option
is exercised in full) on our redemption.
Although we believe
that the net proceeds of this offering will be sufficient to allow us to consummate our initial business combination, because
we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction
or our costs to operate or locate a transaction. If the net proceeds of this offering prove to be insufficient, either because
of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the
obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our
initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed business combination. Financing may not
be available on acceptable terms, if at all. The current economic environment has made it especially difficult for companies to
obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to consummate our initial
business combination, we would be compelled to either restructure the transaction or abandon that particular initial business
combination and seek an alternative target business candidate. If we are unable to complete our initial business combination,
our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment
option is exercised in full) on our redemption. In addition, even if we do not need additional financing to consummate our initial
business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued development or growth of the target business. None
of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial
business combination.
Our sponsor controls a substantial interest
in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not
support.
We have agreed not to
enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further,
upon closing of this offering, our initial stockholders and our sponsor (and/its designees) collectively will own 20% of
our issued and outstanding shares of common stock (assuming they do not purchase any shares in this offering). Accordingly, they
may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including
amendments to our certificate of incorporation. If our sponsor purchases any shares in this offering or if we or our sponsor purchase
any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their control.
Neither our sponsor nor, to our knowledge, any of our officers or directors, has any current intention to purchase additional securities.
Factors that would be considered in making such additional purchases would include consideration of the current trading price of
our shares of common stock.
Our initial stockholders paid an aggregate
of $25,000, or approximately $0.012 per founder share and, accordingly, you will experience immediate and substantial dilution
from the purchase of our shares of common stock.
The difference
between the public offering price per share and the pro forma net tangible book value per share after this offering
constitutes the dilution to you and the other investors in this offering. Our initial stockholders acquired the founder
shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, you and the other
public stockholders will incur an immediate and substantial dilution of approximately 78.2% or $7.82 per share (the
difference between the pro forma net tangible book value per share of $2.18 and the initial offering price of $10.00 per
share immediately upon the closing of this offering), or approximately 80.6% dilution or $8.06 per share (the difference
between the pro forma net tangible book value per share of $1.94 and the initial offering price of $10.00 per share) if the
over-allotment is fully exercised.
The determination of the offering price
of our shares and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating
company in a particular industry.
Prior to this offering
there has been no public market for any of our securities. The public offering price of the shares was negotiated between us and
the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives
of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and
the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of
this offering, prices and terms of the shares of common stock:
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive values;
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a review of debt to equity ratios in leveraged transactions;
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an assessment of our management and their experience in identifying operating companies;
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general conditions of the securities markets at the time of this offering; and
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other factors as were deemed relevant.
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Although these factors
were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company
in a particular industry since we have no historical operations or financial results.
There is currently no market for our
securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
As of the date of
this prospectus there is currently no market for our securities. Prospective stockholders therefore have no access to information
about prior market history on which to base their investment decision. Following this offering, the price of our securities may
vary significantly due to one or more potential business combinations and general market or economic conditions. Once listed on
Nasdaq, an active trading market for our securities may never develop or, if developed, it may not be sustained. Additionally,
if our securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated
quotation system for equity securities not listed on a national exchange, the liquidity and price of our securities may be more
limited than if we were listed on Nasdaq or another national exchange. You may be unable to sell your securities unless a market
can be established and sustained.
Once initially listed on Nasdaq, our
securities may not continue to be listed on Nasdaq in the future, which could limit investors’ ability to make transactions
in our securities and subject us to additional trading restrictions.
We anticipate that
our securities will be initially listed on Nasdaq upon consummation of this offering. However, we cannot assure you of this or
that our securities will continue to be listed on Nasdaq in the future. Additionally, in connection with our business combination,
Nasdaq may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more
lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at
that time. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences,
including:
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a limited availability of market quotations for our securities;
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a reduced liquidity with respect to our securities;
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a determination that our shares of common stock are a “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;
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a limited amount of news and analyst coverage for our company; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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Because we must furnish our stockholders
with target business financial statements prepared in accordance with U.S. generally accepted accounting principles or international
financial reporting standards, we may lose the ability to complete an otherwise advantageous initial business combination with
some prospective target businesses.
The federal proxy
rules, which require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. These financial statements may be
required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
of America, or GAAP, or international financial reporting standards, or IFRS as issued by the International Accounting Standards
Board or the IASB, depending on the circumstances and the historical financial statements may be required to be audited in accordance
with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. We will include the substantially
the same financial statement disclosure in connection with any tender offer documents we use, whether or not they are required
under the tender offer rules. These financial statement requirements may limit the pool of potential target businesses we may consummate
our initial business combination with because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame.
Compliance obligations under the Sarbanes-Oxley
Act of 2002 may make it more difficult for us to effectuate our initial business combination, require substantial financial and
management resources, and increase the time and costs of completing an acquisition.
Section 404 of
the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we evaluate and report on our system of internal controls
beginning with our Annual Report on Form 10-K for the year ending June 30, 2022. The fact that we are a blank check company
makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to all public companies
because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We are an “emerging growth company”
and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities
less attractive to investors.
We are an “emerging
growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years.
However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of
our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of
any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company,
we are not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, we have
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are exempt
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or
revised accounting standards that have different effective dates for public and private companies until those standards apply to
private companies. As such, our financial statements may not be comparable to companies that comply with public company effective
dates. We cannot predict if investors will find our shares less attractive because we may rely on these provisions. If some investors
find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be
more volatile.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out
of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private
companies are required to adopt the new or revised standard. This may make comparison of our financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accountant standards used.
Our amended and restated certificate
of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain
a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.
Our amended and restated
certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court
of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative
action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by
any director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting
any such alleged breach, (3) action asserting a claim against our company or any director or officer of our company arising
pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action
asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine except for, as
to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery, or (c) arising under the federal securities laws, including the Securities
Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole
and exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in our amended and restated certificate of
incorporation will not be deemed to be a waiver by our stockholders of our obligation to comply with federal securities laws, rules and
regulations, and the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to
have notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation. If any action
the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the
State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with
any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in
the foreign action as agent for such stockholder.
This choice-of-forum
provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with
our company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to
find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one
or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and board of directors.
Risks Associated with Acquiring and
Operating a Business outside of the United States
We may effect our initial business combination
with a company located outside of the United States.
If we effect our initial
business combination with a company located outside of the United States, we would be subject to any special considerations or
risks associated with companies operating in the target business’ home jurisdiction, including any of the following:
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rules and regulations or currency redemption or corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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•
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regulations related to customs and import/export matters;
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•
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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•
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currency fluctuations and exchange controls;
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•
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challenges in collecting accounts receivable;
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•
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cultural and language differences;
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•
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
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deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer.
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There are costs and difficulties inherent
in managing cross-border business operations.
Managing a business,
operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based abroad
or in the United States) may be inexperienced in cross-border business practices and unaware of significant differences in accounting
rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent
in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic
business) and may negatively impact our financial and operational performance.
Social unrest, acts of terrorism, regime
changes, changes in laws and regulations, political upheaval, or policy changes or enactments may occur in a country in which we
may operate after we effect our initial business combination.
Political events in
another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes,
changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a
particular country.
Many countries have difficult and unpredictable
legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience.
Our ability to seek
and enforce legal protections, including with respect to intellectual property and other property rights, or to defend ourselves
with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact
our operations, assets or financial condition.
Rules and regulations
in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal,
state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to predict and
inconsistent.
Delay with respect
to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor,
could cause serious disruption to operations abroad and negatively impact our results.
If relations between the United States
and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.
The relationship between
the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For instance, the United
States may announce its intention to impose quotas on certain imports. Such import quotas may adversely affect political relations
between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our
ultimate target business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with
such countries are difficult to predict and could adversely affect our operations or cause potential target businesses or their
goods and services to become less attractive. Because we are not limited to any specific industry, there is no basis for investors
in this offering to evaluate the possible extent of any impact on our ultimate operations if relations are strained between the
United States and a foreign country in which we acquire a target business or move our principal manufacturing or service operations.
If our management following our initial
business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws.
Following our initial
business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not
be familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend time and
resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues,
which may adversely affect our operations.
Currency policies may cause a target
business’ ability to succeed in the international markets to be diminished.
In the event we acquire
a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets
and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies
in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change
in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or,
following consummation of our initial business combination, our financial condition and results of operations. Additionally, if
a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a
target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
Because foreign law could govern our
material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere.
Foreign law could
govern our material agreements. The target business may not be able to enforce any of its material agreements or that remedies
will be available outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement of existing
laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The
judiciaries in certain foreign countries may be relatively inexperienced in enforcing corporate and commercial law, leading to
a higher than usual degree of uncertainty as to the outcome of any litigation, any such jurisdictions may not favor outsiders or
could be corrupt. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a
significant loss of business and business opportunities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements
contained in this prospectus, which reflect our current views with respect to future events and financial performance, and any
other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of
the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “will,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
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our ability to complete our initial business combination;
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses;
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the ability of our officers and directors to generate a number of potential investment opportunities;
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the delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;
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our public securities’ potential liquidity and trading;
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the lack of a market for our securities; or
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our financial performance following this offering.
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The forward-looking
statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their
potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on
page 18. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
USE OF PROCEEDS
We are offering
7,500,000 shares of common stock at a price of $10.00 per share. We estimate that the net proceeds of this offering, together
with the funds we receive from the sale of the private warrants (all of which will be deposited into the trust account), will
be used as set forth in the following table:
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Without
Over-
Allotment
Option
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Over-
Allotment
Option
Exercised
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Gross proceeds
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From offering
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$
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75,000,000
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$
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86,250,000
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From sale of private warrants
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2,730,000
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2,955,000
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Total gross proceeds
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$
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77,730,000
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$
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89,205,000
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Offering expenses(1)
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Underwriting discount
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$
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1,500,000
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$
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1,725,000
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Initial Trustees’ fee
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6,500
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6,500
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Legal fees and expenses
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225,000
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225,000
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Nasdaq listing fee
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50,000
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50,000
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Printing and engraving expenses
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20,000
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20,000
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Accounting fees and expenses
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40,000
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40,000
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FINRA filing fee
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13,438
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13,438
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SEC registration fee
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9,410
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9,410
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Miscellaneous expenses
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115,652
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115,652
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Total offering expenses
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$
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1,980,000
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$
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2,205,000
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Net proceeds
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Held in trust
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$
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75,000,000
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(2)
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$
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86,250,000
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(2)
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Not held in trust
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750,000
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|
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750,000
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Total net proceeds
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$
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75,750,000
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$
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87,000,000
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Use of net proceeds not held in the trust account(3) (4)
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Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination
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$
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100,000
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13.3
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%
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Due diligence of prospective target businesses by officers, directors and initial stockholders
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65,000
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8.7
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%
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Legal and accounting fees relating to SEC reporting obligations
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60,000
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8.0
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%
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Payment of administrative fee to an affiliate of LifeSci Holdings LLC ($10,000 per month for up to 24 months), subject to deferral as described herein
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240,000
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32.0
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%
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Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and reserves
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285,000
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|
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38.0
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%
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Total
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$
|
750,000
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|
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100.0
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%
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(1)
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A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds we borrowed from our sponsor. These funds will be repaid out of the proceeds of this offering available to us.
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(2)
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The funds held in the trust account will be used to acquire a target business, to pay holders who wish to convert or sell their shares for a portion of the funds held in the trust account and potentially to pay our expenses relating thereto. Our expenses relating to the acquisition of a target business would either come from the funds held in the trust account or additional funds otherwise available to us outside of the trust account, including cash held by the target business. Any remaining funds will be disbursed to the combined company and be used as working capital to finance the operations of the target business.
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(3)
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The amount of proceeds not held in trust will remain constant at $750,000 even if the over-allotment is exercised.
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(4)
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These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.
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The payment to an
affiliate of LifeSci Holdings LLC of a monthly fee of $10,000 is for general and administrative services including office space,
utilities and secretarial support. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon
a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses
in connection with our initial business combination. Any such unpaid amount will accrue without interest and be due and payable
no later than the date of the consummation of our initial business combination. This arrangement is being agreed to by an affiliate
of LifeSci Holdings LLC for our benefit. We believe that the fee charged by the affiliate of LifeSci Holdings LLC is at least as
favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of our initial
business combination or the distribution of the trust account to our public stockholders. Other than the $10,000 per month fee,
no compensation of any kind (including finder’s fees, consulting fees or other similar compensation) will be paid to our
insiders, members of our management team or any of our or their respective affiliates, for services rendered to us prior to or
in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However,
such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our
behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business
combinations, as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine
their operations. Since the role of present management after our initial business combination is uncertain, we have no ability
to determine what remuneration, if any, will be paid to those persons after our initial business combination.
A total of
$10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full) of the net proceeds from
this offering and the sale of the private warrants described in this prospectus will be placed in a trust account in the United
States, maintained by Continental Stock Transfer & Trust Company acting as trustee and will be
invested only in U.S. government treasury bills, notes and bonds with a maturity of 183 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries.
Except for all interest income that may be released to us to pay our tax obligations or for working capital purposes
(provided that the funds released for working capital purposes may not exceed $250,000 annually), as discussed below, none of
the funds held in the trust account will be released from the trust account until the earlier of: (i) the consummation
of our initial business combination within 24 months from the closing of this offering and (ii) a redemption to public
stockholders prior to any voluntary winding-up in the event we do not consummate our initial business combination within the
applicable period.
The net proceeds held
in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our
initial business combination. If our initial business combination is paid for using shares or debt securities, or not all of the
funds released from the trust account are used for payment of the purchase price in connection with our business combination, we
may apply the cash released from the trust account that is not applied to the purchase price for general corporate purposes, including
for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred
in consummating the initial business combination, to fund the purchase of other companies or for working capital.
We believe that amounts
not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on
the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we
intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after
we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business
combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination
is less than the actual amount necessary to do so, or the amount of interest available to use from the trust account is minimal
as a result of the current interest rate environment, we may be required to raise additional capital, the amount, availability
and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional
investments from members of our management team, but such members of our management team are not under any obligation to advance
funds to, or invest in, us.
As of September
30, 2020, our sponsor has loaned us $175,000 to be used for a portion of the expenses of this offering. Any loans will be non-interest
bearing and payable on the date on which we consummate the offering.
In addition, in order
to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate our initial business
combination, we would repay such loaned amounts. The notes would either be paid upon consummation of our initial business combination,
without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business
combination into additional private warrants at a conversion price of $0.90 per private warrant. Such private warrants will be
identical to the private warrants to be issued at the closing of this offering.
In no event will we
redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Furthermore, the redemption
threshold may be further limited by the terms and conditions of our initial business combination. In such case, we would not proceed
with the redemption of our public shares or the business combination, and instead may search for an alternate business combination.
A public stockholder
will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our consummation of our initial
business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem,
subject to the limitations described herein, (ii) the redemption of our public shares if we are unable to consummate our initial
business combination within 24 months following the closing of this offering, subject to applicable law, or (iii) if we seek
to amend our certificate of incorporation to affect the substance or timing of our obligation to redeem all public shares if we
cannot complete an initial business combination within 24 months of the closing of this offering and such amendment is duly approved.
In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.
Our initial stockholders
have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation of our initial
business combination, including their founder shares, public shares and private placement warrants that they have purchased during
or after the offering, if any. In addition, our initial stockholders have agreed to waive their rights to liquidating distributions
with respect to their founder shares and private placement warrants if we fail to consummate our initial business combination within
24 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering,
they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial
business combination within the required time period. In addition, we agreed not to enter into a definitive agreement regarding
an initial business combination without the prior consent of our sponsor.
DIVIDEND POLICY
We have not paid any
cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash
dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and
subject to the Delaware law. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any share dividends in the foreseeable future, except if we increase the size of the offering pursuant to Rule 462(b) under
the Securities Act, in which case we will effect a share dividend immediately prior to the consummation of the offering in such
amount as to maintain our initial stockholders’ ownership at 20% of the issued and outstanding shares of common stock upon
the consummation of this offering (assuming no purchase in this offering and not taking into account ownership of the private warrants).
Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.
DILUTION
The difference between the public offering price per share and the pro forma net tangible book value per share after this offering constitutes
the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which
is our total tangible assets less total liabilities (including the value of shares of common stock which may be redeemed for cash), by
the number of outstanding shares of common stock.
At September 30,
2020, our net tangible book value deficit was $(64,725) or approximately $(0.03) per share. After giving effect to the sale of
7,500,000 shares of common stock we are offering by this prospectus and the proceeds received from the sale of the private warrants,
the deduction of underwriting discounts and estimated expenses of this offering, our pro forma net tangible book value at September
30, 2020 would have been $5,000,010 or $2.18 per share, representing an immediate increase in net tangible book value of $2.21
per share to the initial stockholders and an immediate dilution of 78.2% per share or $7.82 to new investors not exercising their
conversion/tender rights. For purposes of presentation, our pro forma net tangible book value after this offering is $70,773,910
less than it otherwise would have been because, if we effect a business combination, the ability of public stockholders to exercise
conversion rights or sell their shares to us in any tender offer may result in the conversion or tender of up to 7,077,391 shares
sold in this offering.
The
following table illustrates the dilution to the new investors on a per-share basis:
|
Public offering price
|
|
|
|
|
$
|
10.00
|
|
|
Net tangible book value before this offering
|
|
$
|
(0.03
|
)
|
|
|
|
|
Increase attributable to new investors, private sales and
capital contribution
|
|
|
2.21
|
|
|
|
|
|
Pro forma net tangible book value after this offering
|
|
|
|
|
|
2.18
|
|
|
Dilution to new investors
|
|
|
|
|
$
|
7.82
|
|
|
Percentage of dilution to new investors
|
|
|
|
|
|
78.2
|
%
|
The following table
sets forth information with respect to our initial stockholders and the new investors:
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average
Price
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Per Share
|
|
|
Initial stockholders(1)
|
|
|
1,875,000
|
|
|
|
20.0
|
%
|
|
$
|
25,000
|
|
|
|
0.03
|
%
|
|
$
|
0.01
|
|
|
New investors
|
|
|
7,500,000
|
|
|
|
80.0
|
%
|
|
|
75,000,000
|
|
|
|
99.97
|
%
|
|
$
|
10.00
|
|
|
|
|
|
9,375,000
|
|
|
|
100.00
|
%
|
|
$
|
75,025,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
(1)
|
Assumes the over-allotment option has not been exercised and an aggregate of 281,250 shares of common stock held by our initial stockholders have been forfeited as a result thereof.
|
The pro forma net
tangible book value after the offering is calculated as follows:
|
Numerator:(1)
|
|
|
|
|
Net tangible book value before this offering
|
|
$
|
(64,725
|
)
|
|
Net proceeds from this offering and private placement of private warrants
|
|
|
75,750,000
|
|
|
Plus: Offering costs accrued or paid in advance and excluded from tangible book value
before this offering
|
|
|
88,645
|
|
|
Less: Proceeds held in trust subject to conversion/tender
|
|
|
(70,773,910
|
)
|
|
|
|
$
|
5,000,010
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Shares of common stock issued and outstanding prior to this offering(1)
|
|
|
1,875,000
|
|
|
Shares of common stock to be sold in this offering
|
|
|
7,500,000
|
|
|
Less: Shares subject to conversion/tender
|
|
|
(7,077,391
|
)
|
|
|
|
|
2,297,609
|
|
|
(1)
|
Assumes the over-allotment option has not been exercised and an aggregate of 281,250 shares of common stock held by our initial stockholders have been forfeited by us as a result thereof.
|
CAPITALIZATION
The following table sets forth our
capitalization at September 30, 2020 and as adjusted to give effect to the sale of our public shares of common stock and the
private warrants and the application of the estimated net proceeds derived from the sale of such securities.
|
|
|
September 30,
2020
|
|
|
|
|
Actual
|
|
|
As
Adjusted(1)
|
|
|
Promissory
note – related party(2)
|
|
$
|
175,000
|
|
|
$
|
—
|
|
|
Shares of common stock, $0.0001 par value,
none and 7,077,391 shares are subject to possible conversion/tender, respectively
|
|
|
—
|
|
|
|
70,773,910
|
|
|
Shares of common stock, $0.0001 par value,
5,000,000 shares authorized (actual); 30,000,000 authorized, as adjusted, 2,156,250 shares issued and outstanding, actual;
2,297,609 shares issued and outstanding(3) (excluding 7,077,391 shares subject to possible conversion/tender),
as adjusted
|
|
|
216
|
|
|
|
230
|
|
|
Additional paid-in capital
|
|
|
24,784
|
|
|
|
5,000,860
|
|
|
Accumulated deficit
|
|
|
(1,080
|
)
|
|
|
(1,080
|
)
|
|
Total stockholders’
equity
|
|
|
23,920
|
|
|
|
5,000,010
|
|
|
Total capitalization
|
|
$
|
198,920
|
|
|
$
|
75,773,920
|
|
|
(1)
|
Includes the $2,730,000 we will receive from the sale of the private warrants.
|
|
(2)
|
As of September 30, 2020, we had borrowed
$175,000 under the promissory note. The loans are non-interest bearing and payable on the date on which we consummate the
offering.
|
|
(3)
|
Assumes the over-allotment option has not been exercised and an aggregate of 281,250 shares of common stock held by our initial stockholders have been forfeited as a result thereof.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We were incorporated
on December 18, 2019 as a Delaware corporation to serve as a vehicle to effect a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Our efforts
to identify a prospective target business will not be limited to a particular industry or geographic location. We intend to utilize
cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt, in effecting
a business combination. The issuance of additional shares in our business combination:
|
|
•
|
may significantly reduce the equity interest of our stockholders;
|
|
|
•
|
may subordinate the rights of holders of common stock if we issue preferred shares with rights senior to those afforded to our shares of common stock;
|
|
|
•
|
will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and
|
|
|
•
|
may adversely affect prevailing market prices for our securities.
|
Similarly, if we issue
debt securities, it could result in:
|
|
•
|
default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
|
|
|
•
|
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;
|
|
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
|
|
|
•
|
our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.
|
As indicated in
the accompanying financial statements, at September 30, 2020, we had $108,725 in cash and $88,645 in deferred offering
costs. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. Our plans to raise capital
or to consummate our initial business combination may not be successful.
Results of Operations and Known Trends
or Future Events
We have neither engaged
in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and
those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after
completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and
cash equivalents after this offering. There has been no significant change in our financial or trading position and no material
adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
As indicated in
the accompanying financial statements, at September 30, 2020, we had $108,725 in cash and a working capital deficit of $64,725.
Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.
Our liquidity needs
have been satisfied to date through receipt of $25,000 from the sale of the insider shares and loans from our sponsor. We estimate
that the net proceeds from (1) the sale of the shares in this offering, after deducting offering expenses of approximately
$480,000 and underwriting fees and qualified independent underwriter fees of $1,500,000 (or $1,725,000 if the over-allotment option
is exercised in full) and (2) the sale of the private warrants for a purchase price of $2,730,000 (or $2,955,000 if the over-allotment
option is exercised in full) will be $75,750,000 (or $87,000,000 if the over-allotment option is exercised in full). Of this amount,
$75,000,000 (or $86,250,000 if the over-allotment option is exercised in full) will be held in the trust account. The remaining
$750,000 (whether or not the over-allotment option is exercised in full) will not be held in the trust account.
We intend to use substantially
all of the net proceeds of this offering, including the funds held in the trust account, to acquire a target business or businesses
and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to
effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not
expended will be used as working capital to finance the operations of the target business. Such working capital funds could be
used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and
for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses
or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available
to us outside of the trust account were insufficient to cover such expenses.
Over the next 24 months
(assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the trust account
for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,
traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents
and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating
and consummating the business combination. Out of the funds available outside the trust account, we anticipate that we will incur
approximately:
|
|
•
|
$100,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;
|
|
|
•
|
$65,000 of expenses for the due diligence and investigation of a target business by our officers, directors and initial stockholders;
|
|
|
•
|
$60,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;
|
|
|
•
|
$240,000 for the payment of the administrative fee to an affiliate
of LifeSci Holdings LLC, our sponsor (of $10,000 per month for up to 24 months), subject to deferral as described herein; and
|
|
|
•
|
$285,000 for general working capital that will be used for miscellaneous expenses, including director and officer liability insurance premiums.
|
If our estimates of
the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount
necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become
obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case
we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable
securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination.
Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order
to meet our obligations.
Related Party Transactions
LifeSci Holdings LLC,
our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,” at $0.90
per warrant for a total purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common stock at
an exercise price of $11.50 per warrant. The private warrants will become exercisable on the later of the completion of our initial
business combination and 12 months from the closing of this offering and will expire five years after the effective date of the
registration statement of which this prospectus forms a part. This purchase will take place on a private placement basis simultaneously
with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants, $1,980,000 will
be used for offering expenses and $750,000 will be used for working capital. Our sponsor has also agreed that if the over-allotment
option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional number of private
warrants (up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the trust account $10.00 per
share sold to the public in this offering. These additional private warrants will be purchased in a private placement that will
occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
If needed to finance
transaction costs in connection with searching for a target business or consummating an intended initial business combination,
our initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required.
In the event that the initial business combination does not close, we may use a portion of the working capital held outside the
trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans
would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without
interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business
combination into additional private warrants at a conversion price of $0.90 per private warrant. We believe the purchase price
of these private warrants will approximate the fair value of such private warrants when issued. However, if it is determined, at
the time of issuance, that the fair value of such private warrants exceeds the purchase price, we would record compensation expense
for the excess of the fair value of the private warrants on the day of issuance over the purchase price in accordance with Accounting
Standards Codification (“ASC”) 718 — Compensation — Stock Compensation.
Controls and Procedures
We are not currently
required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will
be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending June 30,
2022. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal
controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial
business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to
state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for our initial business
combination may have internal controls that need improvement in areas such as:
|
|
•
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
|
|
•
|
reconciliation of accounts;
|
|
|
•
|
proper recording of expenses and liabilities in the period to which they relate;
|
|
|
•
|
evidence of internal review and approval of accounting transactions;
|
|
|
•
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
|
|
•
|
documentation of accounting policies and procedures.
|
Because it will take
time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us
to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense
in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and
disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud
or erroneous financing reporting.
Once our management’s
report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render
an opinion on such report when, or if, required by Section 404. The independent registered public accounting firm may identify
additional issues concerning a target business’s internal controls while performing their audit of internal control over
financial reporting.
Quantitative and Qualitative Disclosures
about Market Risk
The net proceeds of
this offering, including amounts in the trust account, will be invested in United States government treasury bills, bonds or notes
having a maturity of 183 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940 and that invest solely in U.S. treasuries. Due to the short-term nature of these investments,
we believe there will be no associated material exposure to interest rate risk.
Off-Balance Sheet Arrangements; Commitments
and Contractual Obligations; Quarterly Results
As of the date of
this prospectus, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and
did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as
we have conducted no operations to date.
JOBS Act
On April 5, 2012,
the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed
to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.
We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised
accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As
such, our financial statements may not be comparable to companies that comply with public company effective dates.
PROPOSED BUSINESS
Introduction
We are a blank check
company formed under the laws of the State of Delaware on December 18, 2019. We were formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation
on what industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation.
We anticipate targeting companies domiciled in North America or Europe that are developing assets in the biopharma, medical technology,
digital health, and healthcare services sectors, which aligns with our management team’s experience in healthcare investing
and drug development. At the time of preparing this prospectus, we have not identified any specific business combination, nor has
anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our
efforts to date are limited to organizational activities related to this offering.
Our Sponsor and Competitive Advantages
Our sponsor is an affiliate
of LifeSci Capital LLC, a research-driven investment bank with deep domain expertise in the life sciences, LifeSci Advisors LLC,
an investor relations and public relations company in the life sciences industry with comprehensive solutions to communications
and investor outreach, and LifeSci Venture Management LLC, a corporate venture capital firm that seeks to invest in biotech and
health sectors, collectively “LifeSci”.
LifeSci’s service
model as a boutique investment bank is unique in that it exclusively serves corporate clients that are emerging life science companies
that discover, develop, and commercialize innovative products.
LifeSci’s service
model as an investor relations and public relations firm is unique in that it provides companies in the life sciences industry
with comprehensive solutions to communications and investor outreach. LifeSci assists companies in increasing visibility within
the investment community and educating investors on opportunities offered by these companies. LifeSci’s core capabilities
include non-deal roadshow planning and execution, KOL Events/R&D Days, corporate communications, and public relations through
its affiliate LifeSci Public Relations.
LifeSci’s service
model as a venture capital firm is unique in that it focuses on pre-public institutional rounds of transformational healthcare
companies managed by exceptional founder/entrepreneurs. LifeSci’s investment principals have broad-ranging life sciences
experience including public and private investing, deal structuring, investment banking, equity capital markets, equity research,
and bench research - both basic science and applied.
LifeSci’s team
is comprised of individuals with medical and advanced scientific training and legal and banking experience, enabling a deeply differentiated
approach to research and idea generation. Complementing LifeSci’s scientific insight and industry relationships is LifeSci’s
business team, whose members include portfolio managers, corporate managers, and investment bankers who actively engage with banks
and academic institutions, cultivating strong relationships and expanding their network of key contacts and syndicate partners.
We believe the well-rounded nature of the team, strengthened by strong ties across industry, academia, banking platforms, and unaffiliated
investor relationships, will enhance our management team’s ability to source viable prospective target businesses, capitalize
them, and ensure public-market readiness.
Our independent directors
have extensive experience in clinical medicine, development and regulatory, operational, and management leadership within the healthcare
and financial industries. We believe that their breadth of experience will bolster our ability to thoroughly evaluate prospective
candidates and successfully execute our initial business combination. Following the completion of our initial transaction, we believe
our independent directors will fortify our ongoing operations by providing sound and experienced counsel on potential further acquisitions,
divestitures, corporate strategy, and human resources.
We believe that our
management team is equipped with the knowledge, experience, capital and human resources, and sustainable corporate governance practices
to pursue unique opportunities that will offer attractive risk-adjusted returns.
Our management team
is led by Andrew McDonald, Co-Founder of LifeSci Advisors and LifeSci Capital, Michael Rice, Co-Founder of LifeSci Advisors and
LifeSci Capital and David Dobkin, Managing Director of LifeSci Capital.
We believe that our
company’s philosophical alignment with LifeSci, and our ability to leverage the rigorous and comprehensive scientific and
financial analysis that LifeSci is known for, provides us with a strong competitive advantage. LifeSci focuses on dynamic sectors
of healthcare with great potential to transform the healthcare industry: biotechnology, specialty pharmaceuticals, medical devices,
digital health, information technology, and healthcare services.
In 2018, LifeSci’s
investors relations hosted over 1,500 meetings in 27 key regions in the United States and over 500 meetings in 16 key regions throughout
Europe. In 2019, LifeSci’s Public Relations group secured over 1,300 media hits for their clients, with more than 100 million
viewers and readers globally, and wrote over 4,000 social media posts. LifeSci Venture’s first fund in 2017 has invested
in 12 companies alongside large dedicated healthcare funds and has launched its second fund in the third quarter of 2019. LifeSci’s
investment bank has executed over 50 transactions since inception, in which over 50% were repeat or Lead Managed. LifeSci’s
investment bank core capabilities include experienced-based investment banking advisory, varied capital raising abilities, industry
insight and accessibility, global institutional coverage and reach, equity research, and client empowerment.
LifeSci’s investor
relations presence has continued to expand year-over-year. In 2019, LifeSci Advisors conducted 4,602 one-on-one non-deal roadshow
(NDR) investor meetings, 140 key opinion leader (KOL) events, 594 meetings with high net worth (HNW) individuals and financial
advisors, and 4,160 one-on-one meetings at the J.P. Morgan healthcare conference (JPM), as compared to 4,105 NDR meetings, 130
KOL events, 568 HNW meetings, and 2,700 one-on-one meetings at JPM in 2018. Additionally, LifeSci’s Executive Search group completed
30 board and executive placements in 2019, up from 17 in 2018. LifeSci’s client base continues to grow as well, reaching 177 healthcare
client partnerships in 2019, up from 150 in 2018. LifeSci Partners has a global footprint, with offices in cities including New
York, Chicago, Boston, Charlotte, London, Geneva, Paris, and Tel Aviv.
Industry Opportunity
The healthcare industry
consists of sectors within the economic system providing curative, preventive, rehabilitative, and palliative care for patients.
The industry includes organizations providing such goods and services, as well as the doctors, nurses, and other healthcare employees.
Total healthcare spending in the United States reached nearly $3.5 trillion in 2017 and is expected to grow by an average 5.6 percent
annually over 2016-2025, according to a Centers for Medicare & Medicaid Services report released in February 2017.
Total healthcare expenditures are thus expected rise to 19.9 percent of the US Gross Domestic Product.
The healthcare market
globally mirrors a similar trend in the US of an increased contribution to the economy, due to the aging of the global population
and other durable macro dynamics. For example, in good part due to the impact of healthcare on society, life expectancy in the
U.S. increased from 47 years in 1900 to 79 years in 2016. As a disproportionate amount of overall healthcare spending is associated
with diseases of aging, the aging of the global population will continue to drive increased healthcare consumption. In addition,
less developed countries have gone through an unprecedented period of healthcare insurance and infrastructure expansion that has
led the countries to have significantly higher contributions to the global healthcare marketplace.
The target universe
of healthcare opportunities is extensive, considering healthcare’s overall contribution to the economy. A factor that further
broadens the universe is the high amount of innovation occurring within healthcare. In the wake of the genomics revolution, the
pace of innovation is accelerating. With the streamlining of the externalization of breakthrough science from academic institutions,
particularly in the United States, as mandates shifted from protecting intellectual property to externalizing it, increasing numbers
of potentially disruptive healthcare innovations exist that may be underappreciated or underfunded. Early-stage companies need
capital and advisory services to reach their commercial potential.
The healthcare industry
is primed for new technologies and business models due to the increasing cost of healthcare and due to the increasing pressure
to add value to the system. We believe that lower-value segments of healthcare will be burdened by the pressures of cost cutting,
while companies or segments that deliver superior products and services, with better clinical and non-clinical outcomes, will thrive.
Successful companies will be data driven, consumer focused, operationally efficient and transfer best-in-class standards globally.
Our team will take a holistic approach to investment opportunities and conduct stringent due diligence to screen such companies.
We see opportunities for companies that address global healthcare cost pressures by: succeeding in disruptive innovation, thus
justifying monies spent by delivering cures or other breakthrough outcomes; delivering cost savings to address global healthcare
cost pressures; or providing access to medicines, as the marginal benefits from healthcare spending are highest when providing
goods and services to those who do not already receive them.
Investment Criteria
We are focused on
companies in disruptive and other value-added subsegments of healthcare that have the potential for significant gains in the next
five years. Our ideal company will be institutionally backed, with a high-quality management team and a demonstrated ability to
raise money from the private capital markets. The segments we will target include biotechnology, medical technology and digital
health.
The focus of our management
team is to create stockholder value by leveraging its experience to efficiently guide an emerging healthcare company towards commercialization.
Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in
evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses,
we may deviate from these criteria and guidelines should we see fit to do so:
• Healthcare
Company Poised for Rapid Growth
We intend to primarily seek
to acquire one or more growth businesses with a total equity value of greater than 5 to 10 times the amount of the proceeds of
this offering. We believe that there are a substantial number of potential target businesses with appropriate valuations that can
benefit from a public listing and new capital for growth to support significant revenue and earnings growth or to advance clinical
programs. We do not intend to acquire a start-up company.
• Niche
Leader and Specialized Business with High Growth Potential
We intend to seek target companies
that have significant and underexploited expansion opportunities in a niche sector. This can be accomplished through a combination
of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience
in identifying such targets and in helping target management assess the strategic and financial fit. Similarly, our management
has the expertise to assess the likely synergies and a process to help a target integrate acquisitions. Additionally, our management
team has extensive experience assisting healthcare companies raise money as they navigate the regulatory approval process.
• Benefits
from Being a U.S. Public Company (Value Creation and Marketing Opportunities)
We intend to seek target companies
that should offer attractive risk-adjusted equity returns for our stockholders. We intend to seek to acquire a target on terms
and in a manner that leverage our experience. We expect to evaluate a Company based on its potential to successfully achieve regulatory
approval and commercialize its product(s). We also expect to evaluate financial returns based on (i) risk-adjusted peak sales
potential (ii) the potential of pipeline products and the scientific platform (iii) the ability to achieve the system
cost savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions,
and (v) the prospects for creating value through other value creation initiatives. Potential upside, for example, from the
growth in the target business’ earnings or an improved capital structure, will be weighed against any identified downside
risks.
• Potential
Benefit from Globalization Trends and Possession of Competitive Advantages
Target companies exhibit unrecognized
value or other characteristics that we believe have been misevaluated by the marketplace based on our company-specific analyses
and due diligence. For a potential target company, this process will include, among other things, a review and analysis of the
company’s capital structure, quality of current or future earnings, preclinical or clinical data, potential for operational
improvements, corporate governance, customers, material contracts, and the industry and trends. We intend to leverage the operational
experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex
situations allows us to pursue.
These criteria are
not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,
to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may
deem relevant.
Effecting a Business Combination
General
We are not presently
engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate
our initial business combination using cash from the proceeds of this offering and the private placement of the private warrants,
our shares, new debt, or a combination of these, as the consideration to be paid in our initial business combination. We may seek
to consummate our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and
sales), which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted
to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
If our initial business
combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment
of the purchase price in connection with our business combination or used for redemptions of purchases of our common stock, we
may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes,
including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness
incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.
We have not identified
any acquisition targets. From the period prior to our formation through the date of this prospectus, there have been no communications,
evaluations or discussions between any of our officers, directors or our sponsor and any of their contacts or relationships regarding
a potential initial business combination. Additionally, we have not engaged or retained any agent or other representative to identify
or locate any suitable acquisition candidate. Subject to the requirement that our initial business combination must be with one
or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding
any taxes payable) at the time of the agreement to enter into such initial business combination, we have virtually unrestricted
flexibility in identifying and selecting one or more prospective target businesses. Accordingly, there is no current basis for
investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete
our initial business combination. Although our management will assess the risks inherent in a particular target business with which
we may combine, this assessment may not result in our identifying all risks that a target business may encounter. Furthermore,
some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks
will adversely impact a target business.
We may seek to raise
additional funds through a private offering of debt or equity securities in connection with the consummation of our initial business
combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts
held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously
with the consummation of our business combination. In the case of an initial business combination funded with assets other than
the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the
terms of the financing and, only if required by law or Nasdaq, we would seek stockholder approval of such financing. There are
no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At
this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds
through the sale of securities or otherwise.
Sources of Target Businesses
We anticipate that
target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture
capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the financial community.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources also may introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers
and directors, as well as their affiliates, also may bring to our attention target business candidates that they become aware of
through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently
anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal
basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will
engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not
otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction,
in which case any such fee will be paid out of the funds held in the trust account. Although some of our officers and directors
may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence
or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We are not prohibited
from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the
event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions
on the type of target business we seek to acquire that such an initial business combination is fair to our unaffiliated stockholders
from a financial point of view.
Selection of a Target Business and
Structuring of a Business Combination
Subject to the requirement
that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value
of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such
initial business combination, our management will have virtually unrestricted flexibility in identifying and selecting one or more
prospective target businesses. In any case, we will only consummate an initial business combination in which we become the majority
shareholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance
purposes as discussed below) or are otherwise not required to register as an investment company under the Investment Company Act
or to the extent permitted by law we may acquire interests in a variable interest entity, in which we may have less than a majority
of the voting rights in such entity, but in which we are the primary beneficiary. There is no basis for investors in this offering
to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.
To the extent we effect our initial business combination with a company or business that may be financially unstable or in its
early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing
and sales), we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to
evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review
of financial and other information which will be made available to us.
The time required
to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated
with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which a business combination is not ultimately completed will result in our
incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or
consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection
with our initial business combination.
Fair Market Value of Target Business
or Businesses
The target business
or businesses or assets with which we effect our initial business combination must have a collective fair market value equal to
at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial
business combination. If we acquire less than 100% of one or more target businesses in our initial business combination, the aggregate
fair market value of the portion or portions we acquire must equal at least 80% of the value of the trust account at the time of
the agreement to enter into such initial business combination. However, we will always acquire at least a controlling interest
in a target business. The fair market value of a portion of a target business or assets will likely be calculated by multiplying
the fair market value of the entire business by the percentage of the target we acquire. We may seek to consummate our initial
business combination with an initial target business or businesses with a collective fair market value in excess of the balance
in the trust account. In order to consummate such an initial business combination, we may issue a significant amount of debt, equity
or other securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt, equity
or other securities. If we issue securities in order to consummate such an initial business combination, our stockholders could
end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders own
a certain percentage of our company (or, depending on the structure of the initial business combination, an ultimate parent company
that may be formed) after our business combination. Because we have no specific business combination under consideration, we have
not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.
The fair market value
of a target business or businesses or assets will be determined by our board of directors based upon standards generally accepted
by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash
flow, book value, enterprise value and, where appropriate, upon the advice of appraisers or other professional consultants. Investors
will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard
used to establish the fair market value of a particular target business. If our board of directors is not able to independently
determine that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain
an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation
opinions on the type of target business we seek to acquire with respect to the satisfaction of such criterion. Notwithstanding
the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain an opinion
from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type
of target business we seek to acquire, that the price we are paying is fair to our stockholders.
Lack of Business Diversification
For an indefinite
period of time after consummation of our initial business combination, the prospects for our success may depend entirely on the
future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple
entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our
lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited Ability to Evaluate the Target’s
Management Team
Although we intend
to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business’ management may not prove to be correct. The
future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. Consequently,
members of our management team may not become a part of the target’s management team, and the future management may not have
the necessary skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more
of our directors will remain associated in some capacity with us following our initial business combination. Moreover, members
of our management team may not have significant experience or knowledge relating to the operations of the particular target business.
Our key personnel may not remain in senior management or advisory positions with the combined company. The determination as to
whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following our initial
business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
Stockholders May Not Have the
Ability to Approve an Initial Business Combination
In connection with
any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting
called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for
or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust
account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to
us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations
described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with
us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the
trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender
any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as
to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares
to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and whether the
terms of the transaction would otherwise require us to seek stockholder approval. If we so choose and we are legally permitted
to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with
the SEC which will contain substantially the same financial and other information about the initial business combination as is
required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets
of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding
shares of common stock voted are voted in favor of the business combination.
We chose our net tangible
asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.
However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital
closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial
business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as
we may be required to have a lesser number of shares converted or sold to us) and may force us to seek third party financing which
may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination
and we may not be able to locate another suitable target within the applicable time period, if at all. Public stockholders may
therefore have to wait 24 months from the closing of this offering in order to be able to receive a pro rata share of the
trust account.
Our initial stockholders
and our officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business
combination, (2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial
business combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business
combination. As a result, if we sought stockholder approval of a proposed transaction, we would need only 312,501 of our public
shares (or approximately 6.3% of our public shares) to be voted in favor of the transaction in order to have such transaction approved
(assuming that only a quorum was present at the meeting, that the over-allotment option is not exercised and that the initial stockholders
do not purchase any shares in this offering or shares in the after-market).
None of our officers,
directors, initial stockholders or their affiliates has indicated any intention to purchase shares of common stock in
this offering or from persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed
business combination and a significant number of stockholders vote, or indicate an intention to vote, against such proposed business
combination, our officers, directors, initial stockholders or their affiliates could make such purchases in the open market or
in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, initial stockholders
and their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.
Conversion/Tender Rights
At any meeting called
to approve an initial business combination, public stockholders may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial stockholders have agreed,
pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of
the aggregate amount then on deposit in the trust account. If we hold a meeting to approve an initial business combination, a holder
will always have the ability to vote against a proposed business combination and not seek conversion of his shares.
Alternatively, if
we engage in a tender offer, each public stockholder will be provided the opportunity to sell his public shares to us in such tender
offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is
the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us in
the tender offer or remain an investor in our company.
Our initial stockholders,
officers and directors will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly,
whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.
We may also require
public stockholders, whether they are a record holder or hold their shares in “street name,” to either tender their
certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote
on the business combination. The proxy solicitation materials that we will furnish to stockholders in connection with the vote
for any proposed business combination will indicate whether we are requiring stockholders to satisfy such delivery requirements.
Accordingly, a stockholder would have from the time our proxy statement is mailed through the vote on the business combination
to deliver his shares if he wishes to seek to exercise his conversion rights. Under Delaware law and our bylaws, we are required
to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder
would have to determine whether to exercise conversion rights. As a result, if we require public stockholders who wish to convert
their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with
the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion.
Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they
otherwise would not want to. The conversion rights will include the requirement that a beneficial holder must identify itself in
order to validly redeem its shares.
There is a nominal
cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System.
The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this
cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to
exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing
of when such delivery must be effectuated. However, in the event we require stockholders seeking to exercise conversion rights
to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination is
not consummated, this may result in an increased cost to stockholders.
Any request to convert
or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration
of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an election of their
conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer
not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).
If the initial business
combination is not approved or completed for any reason, then our public stockholders who elected to exercise their conversion
or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In
such case, we will promptly return any shares delivered by public holders.
Liquidation of Trust Account if No
Business Combination
If we do not complete
a business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100%
of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above)
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Under the Delaware
General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time
period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set
forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all
claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,
a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any
redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.
Furthermore, if the
pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in
the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution
under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware
General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption
distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares
as soon as reasonably possible following the 24th month from the closing of this offering and, therefore, we do not
intend to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent
of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary
of such date.
Because we will not
be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation
Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and
pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank
check company, rather than an operating company, and our operations will be limited to seeking to complete an initial business
combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective
target businesses.
We will seek to have
all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses
enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or
to any monies held in the trust account. The underwriters in this offering will execute such a waiver agreement.
As a result, the
claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability
extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a
significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there
is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that
a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our
management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities
from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to
execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions,
such as our independent registered public accounting firm who are unable to sign due to independence requirements, or whose particular
expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver
or a situation in which management does not believe it would be able to find a provider of required services willing to provide
the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against
the trust account. Our insiders have agreed that they will be jointly and severally liable to us if and to the extent any claims
by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amount of funds in the trust account to below $10.00 per public share, except as to any
claims by a third party who executed a valid and enforceable agreement with us waiving any right, title, interest or claim of
any kind they may have in or to any monies held in the trust account and except as to any claims under our indemnity of the underwriters
of this offering against certain liabilities, including liabilities under the Securities Act. Our board of directors has evaluated
our insiders’ financial net worth and believes they will be able to satisfy any indemnification obligations that may arise.
However, our insiders may not be able to satisfy their indemnification obligations, as we have not required our insiders to retain
any assets to provide for their indemnification obligations, nor have we taken any further steps to ensure that they will be able
to satisfy any indemnification obligations that arise. Moreover, our insiders will not be liable to our public stockholders and
instead will only have liability to us. As a result, if we liquidate, the per-share distribution from the trust account could
be less than approximately $10.00 due to claims or potential claims of creditors. We will distribute to all of our public stockholders,
in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive
of any interest not previously released to us, (subject to our obligations under Delaware law to provide for claims of creditors
as described below).
If we are unable to
consummate an initial business combination and are forced to redeem 100% of our outstanding public shares for a portion of the
funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly
after such date and anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our
insiders have waived their rights to participate in any redemption with respect to their insider shares. We will pay the costs
of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our insiders
have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000)
and have agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the
amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released
to us or necessary to pay our taxes or for working capital purposes up to $250,000 annually. The proceeds deposited in the trust
account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.
Our public stockholders
shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination
in the required time period or if the stockholders seek to have us convert their respective shares of common stock upon a business
combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any
kind to or in the trust account.
If we are forced to
file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust
account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account,
the per share redemption or conversion amount received by public stockholders may be less than $10.00.
If, after we distribute
the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed
as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims
of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may
be brought against us for these reasons.
Certificate of Incorporation
Our certificate of
incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation
of our initial business combination. If we hold a stockholder vote to amend any provisions of our certificate of incorporation
relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we
have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of
common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our franchise and income taxes or for working capital purposes up to $250,000 annually, divided by the number of then outstanding
public shares, in connection with any such vote. Our insiders have agreed to waive any conversion rights with respect to any insider
shares and any public shares they may hold in connection with any vote to amend our certificate of incorporation. Specifically,
our certificate of incorporation provides, among other things, that:
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•
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prior to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in each case subject to the limitations described herein;
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•
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we will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;
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•
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if our initial business combination is not consummated within 24 months of the closing of this offering, then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;
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•
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upon the consummation of this offering, $75,000,000, or $86,250,000 if the over-allotment option is exercised in full, shall be placed into the trust account;
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•
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we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and
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prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.
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Potential Revisions to Agreements
with Insiders
Each of our insiders
has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our
activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders,
although we have no intention to do so. In particular:
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Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;
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Restrictions relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be amended to allow our insiders to vote on a transaction as they wished;
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The requirement of members of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating a target business and another management team had a potential target business;
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The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;
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•
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The obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;
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•
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The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation;
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The requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.
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Except as specified
above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such
changes could result in:
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Our having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem their shares in connection with any such extension);
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Our insiders being able to vote against a business combination or in favor of changes to our organizational documents;
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Our operations being controlled by a new management team that our stockholders did not elect to invest with;
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•
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Our insiders receiving compensation in connection with a business combination; and
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•
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Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.
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We will not agree
to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed
such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations
to us requiring that they act in our best interests and the best interests of our stockholders.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities
having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout
funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be
limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of
a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal
to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into the
business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may not be viewed favorably by certain
target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business
combination.
Facilities
We will pay to an
affiliate of our sponsor a fee of $10,000 per month for use of office space and certain office and secretarial services. The office
space will be located at 250 W. 55th St., #3401, New York, NY 10019.
Employees
We currently have
two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial
business combination and the stage of the business combination process we are in. We do not intend to have any full time employees
prior to the consummation of our initial business combination.
Periodic Reporting and Audited Financial
Statements
We have registered
our shares of common stock under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
report will contain financial statements audited and reported on by our independent registered public accountants.
We will provide stockholders
with audited financial statements of the prospective target business as part of any proxy solicitation sent to stockholders to
assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation materials
will need to be prepared in accordance with U.S. GAAP or IFRS, depending on the circumstances, and the historical financial statements
may be required to be audited in accordance with the standards of the PCAOB. The financial statements may also be required to be
prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would
need to be filed within four business days thereafter. We cannot assure you that any particular target business identified by us
as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot
be met, we may not be able to acquire the proposed target business.
We will be required
to comply with the internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending June 30, 2022.
A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such acquisition.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are
eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may
be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an
emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in
which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held
by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued
more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging
growth company” shall have the meaning associated with it in the JOBS Act.
Legal Proceedings
There is no material
litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity
as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date
of this prospectus.
Comparison to Offerings of Blank Check
Companies Subject to Rule 419
The following table
compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated
by the SEC assuming that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are
the same as this offering and that the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419
offering will apply to this offering because we will be listed on a national securities exchange, we will have net tangible assets
in excess of $5,000,001 upon the successful consummation of this offering and will file a Current Report on Form 8-K, including
an audited balance sheet demonstrating this fact.
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Terms of the Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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$75,000,000 of the net offering proceeds and proceeds from the sale of the private warrants
will be deposited into a trust account in the United States, maintained by Continental Stock Transfer & Trust
Company, acting as trustee.
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$66,150,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
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Investment of net proceeds
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The $75,000,000 of the net offering proceeds and proceeds from the sale of
the private warrants held in trust will only be invested in United States government treasury bills, bonds or notes with a
maturity of 183 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940 and that invest solely in United States government treasuries.
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Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Limitation on fair value or net assets of target business
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The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account net of taxes payable at the time of the execution of a definitive agreement for our initial business combination.
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We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The shares may commence trading on or promptly after the date of this prospectus.
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No trading of the shares would be permitted until the completion of a
business combination. During this period, the securities would be held in the escrow or trust account.
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Terms of the Offering
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Terms Under a Rule 419 Offering
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Election to remain an investor
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We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under our certificate of incorporation, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement.
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A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
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The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.
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Terms of the Offering
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Terms Under a Rule
419 Offering
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Business combination deadline
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Pursuant to our certificate of incorporation, if we do not complete an initial business combination within 24 months from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation.
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If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
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Interest earned on the funds in the trust account
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There can be released to us, from time to time, (i) any interest earned on the funds in the trust account that we may need to pay our tax obligations and (ii) any remaining interest earned on the funds in the trust account up to $250,000 annually that we need for our working capital requirements. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time.
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All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.
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Release of funds
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Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations or for working capital purposes (provided that the fund released for working capital purposes may not exceed $250,000 annually), the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering stockholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time.
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The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
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MANAGEMENT
Directors and Executive Officers
Our current directors, director nominees
and executive officers are as follows:
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Name
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Age
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Position
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Andrew McDonald, Ph.D.
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46
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Chairman, Chief Executive Officer and Board Member
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Michael Rice
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55
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Chief Operating Officer and Board Member
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David Dobkin
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41
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Chief Financial Officer and Board Member
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Thomas Wynn
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51
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Board Member Nominee
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Thomas Mathers
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53
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Board Member Nominee
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Elizabeth Barrett
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58
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Board Member Nominee
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Graham Walmsley
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33
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Board Member Nominee
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Scott Janssen
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51
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Board Member Nominee
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Andrew McDonald, our
Chief Executive Officer and Board Member since June 2019, is an experienced healthcare investment professional with expertise
in identifying transformative products and technologies in all stages of development. Andrew has been the Chairman and Chief Executive
Officer of LifeSci Acquisition Corp., a special purpose acquisition company, since June 2019. Andrew has served as the Chief
Executive Officer of Attune Pharmaceuticals since March 2015 and is a Founding Partner of LifeSci Advisors and LifeSci Capital.
Prior to founding LifeSci in March 2010, Andrew served as senior biotechnology analyst at Great Point Partners, a dedicated
life science hedge fund, from 2006 to 2008. From 2004 to 2006, Andrew was Head of Healthcare Research and a Biotechnology Analyst
at ThinkEquity Partners, a boutique investment bank. Prior to entering the financial services industry, Andrew was a medicinal
chemist at Cytokinetics from 2001 to 2004, where he discovered and developed a promising anti-cancer agent now in clinical trials.
Andrew began his pharmaceutical career as a medicinal chemist at Pfizer. Andrew received a Ph.D. in organic chemistry from UC Irvine
and completed his B.S. in chemistry at UC Berkeley. Andrew holds the Series 7, 24, 63, 79, 86, and 87 licenses. We believe
Andrew is qualified to sit on our board due to his long-running healthcare advisory experience and background as a medicinal chemist.
Michael Rice, our
Chief Operating Officer and Board Member since June 2019, has experience in portfolio management, corporate management, investment
banking and capital markets. Prior to co-founding LifeSci Advisors and LifeSci Capital in March 2010, Michael was the co-head
of health care investment banking at Canaccord Adams from April 2007 to November 2008, where he was involved in debt
and equity financing. Michael was also was a Managing Director at ThinkEquity Partners from April 2005 to April 2007,
where he was responsible for managing Healthcare Capital Markets, which included structuring and executing numerous transactions,
many of which were firsts at ThinkEquity. Prior to that, from August 2003 to March 2005, Michael served as a Managing
Director at Banc of America, serving large hedge funds and private equity healthcare funds. Previously, he was a Managing Director
at JPMorgan/Hambrecht & Quist. Michael has been a director of RDD Pharma Ltd. since January 2016 and Navidea Biopharmaceuticals
Inc. since May 2016. Michael has been the Chief Operating Officer and a director of LifeSci Acquisition Corp., a special purpose
acquisition company, since June 2019. Michael received his BA from the University of Maryland. Michael holds the Series 7,
24, 63, and 79 licenses. We believe Michael is qualified to sit on our board due to his long-running healthcare advisory experience,
as well as his previous company board positions.
David Dobkin,
our Chief Financial Officer and Board Member since June 2019, is an experienced healthcare capital markets investment banker
with a career focused on helping high-growth life science, medical device, and healthcare IT companies achieve their financial
and strategic goals. David has been the Chief Financial Officer and a director of LifeSci Acquisition Corp., a special purpose
acquisition company, since June 2019. David has worked with companies developing a wide range of technologies and brings extensive
strategic advisory and execution capability to his clients. David has experience with both traditional and non-traditional forms
of equity and debt offerings in both the U.S. and abroad. He is a regular speaker on growth capital formation at conferences across
the United States and Canada. Prior to joining LifeSci Capital, David was a Managing Director at Boustead Securities. Prior to
that, in 2015, David founded Dobkin & Company, an investment bank tailored for entrepreneur-led companies focused on seed
and growth equity and capital, in 2015. Previously, from 2010 to 2015, David worked in various capacities with the New Zealand
Government facilitating capital formation on behalf of regional companies and government agencies with a focus on securing strategic
foreign direct investment. David has tremendous experience conducting cross-border transactions. Prior to October 2010, David
worked for Lazard Frères, one of the world’s preeminent financial advisory and asset management firms, where he facilitated
and advised on cross-border mergers and acquisitions transactions in excess of $2.5 billion. Prior to joining for Lazard Frères,
David began his career in in the Healthcare investment banking group for Wasserstein Perella based in New York. At Wasserstein
Perella, David advised healthcare companies on capital formation as well as strategic alternatives. David conducted graduate research
in stem cell bioengineering and received a Master of Science, Biomedical Engineering, from the University of Southern California.
David also received a B.S. in Biomedical Engineering, from Columbia University. David holds the Series 63, 79, and 82 licenses.
We believe David is qualified to sit on our board due to his extensive experience in mergers and acquisitions.
Thomas Wynn,
who will become our Board Member on the effective date of the registration statement of which this prospectus is a part, has been a portfolio manager at Monashee Investment Management
since 2011. From 1995 to 2011, he co-founded and served as the Managing Director of Leerink Swann LLC, a Boston based healthcare
investment bank. From 1991 to 1995, he worked at Lehman Brothers. Thomas received his B.A from Fairfield University and J.D. from
Suffolk University We believe Thomas is qualified to sit on our board due to long-running experience in healthcare investing and
advisory services.
Thomas Mathers,
who will become our Board Member on the effective date of the registration statement of which this prospectus is a part, founded and has been the President and CEO at Allievex Corporation,
a company neurodegenerative diseases, since April 2018. He has also been a General Partner at Pappas Ventures V, a
venture capital company, since February 2018. Prior to Pappas Capital and Allievex, from June 2010 to March 2017,
Tom was the President and CEO of CoLucid Pharmaceuticals, Inc. (NASDAQ: CLCD), a biotechnology company founded by Pappas Capital,
which focused on the development of lasmiditan for the acute treatment of migraine headaches. Eli Lilly & Company acquired
CoLucid in March 2017 in an all cash transaction for nearly $1 billion. Prior to CoLucid, he was President and CEO of Peptimmune, Inc.;
President and CEO of Cell Based Delivery, Inc; Vice President and General Manager of Cardion AG; and Vice President of Strategic
Development at Genzyme Corporation. Tom currently serves as a Trustee of Butler University and is co-founder and Chairman of Déclion
Holdings, a biopharmaceutical company focused on the discovery and development of innovative treatments for neurodegenerative diseases.
He is also a business advisor to the Progeria Research Foundation, and previously served on the Board of Directors for the Biotechnology
Industry Organization for nine years, where he was active in the policy areas of capital formation, bioethics, intellectual property,
and regulatory policy. From 1988 to 1991, Tom served as a captain in the United States Army and was awarded several medals for
his services as an AH-64 Apache helicopter pilot in the Gulf War. We believe Thomas is qualified to sit on our board due to his
long-running experience in early stage investing and experience on company boards.
Graham
Walmsley, who will become our Board Member on the effective date of the registration statement of which this prospectus
is a part, has been the General Partner of Logos Global Management, LP, a biotechnology-focused investment partnership based in
San Francisco, since August 2019. He was a principal at Versant Ventures, a leading healthcare investment firm, from July 2016
until August 2019. He was the head of Business Development at Jecure Therapeutics, a developer of therapeutics targeting non-alcoholic
steatohepatitis and liver fibrosis from June 2017 until March 2019. From April 2018 to December 2018, he was
the Head of Business Development at Pipeline Therapeutics, a developer of neuro-regeneration drugs. From July 2012 to June 2016,
he was an Affiliated Trainee at Stanford Hospital & Clinics. He is currently a member of the Board of Directors of ALX
Oncology (NASDAQ: ALXO) and Akero Therapeutics (NASDAQ: AKRO). We believe Graham is qualified to sit on our board due to his extensive
experience in biotechnology investing and previous company board positions.
Elizabeth
Barrett, who will become our Board Member on the effective date of the registration statement of which this prospectus is a part, is a highly regarded
industry leader with extensive experience leading business organizations and Fortune 500 pharmaceutical companies. Since January 2019,
Liz has served as President and CEO of UroGen Pharma. Prior to UroGen, from February 2018 to January 2019, Liz was CEO of Novartis Oncology
and a member of the Novartis Executive Committee. She previously was previously at Pfizer Inc. from March 2009 to January 2019, where
she held numerous leadership positions, including Global President of Oncology, President of Global Innovative Pharma for Europe, President
of the Specialty Care Business Unit for North America, and President of United States Oncology. Prior to Pfizer, Liz held positions at
Cephalon Inc., where she was Vice President and General Manager of the Oncology Business Unit, and at Johnson &
Johnson. She started her career at Kraft Foods Group, Inc. Liz received a B.A. from the University of Louisiana and an M.B.A. from Saint
Joseph’s University.
Scott
Janssen, who will become our Board Member on the effective date of the registration statement of which this
prospectus is a part, has served as Managing Director of LifeSci Associates since June 2020. Previously, he was the Chief
Accounting Officer at CMG Partners from August 2019 to April 2020. Scott has over 25 years of accounting, finance and
operational experience working within and consulting to public and private companies within the life science and technology
space. Scott was a Managing Director of the Connor Group from January 2014 to August 2019 to where he supported his clients
by providing them accounting and operational consulting services. Mr. Janssen spent six years of his career from January 1993
to November 1999 as an auditor with Ernst & Young and Grant Thornton in the Bay Area and Los Angeles. He was a Managing
Director at Connor Group, a consulting firm from January 2014 to August 2019. Scott received a B.S. in Applied Mathematics
from the University of California, Los Angeles. We believe Scott is qualified to sit on our board due to his long-running
experience in accounting and finance consulting roles.
Number and Terms of Office of Officers and Directors
Upon consummation
of this offering, our board of directors will have 7 members, 4 of whom will be deemed “independent” under SEC and
Nasdaq rules. Our board of directors will be divided into three classes with only one class of directors being elected in each
year and each class serving a three-year term. The term of office of the first class of directors, consisting of Andrew McDonald,
Michael Rice, David Dobkin and Scott Janssen will expire at our first annual meeting of stockholders. The term of office of the
second class of directors, consisting of Thomas Wynn, Thomas Mathers, Graham Walmsley and Elizabeth Barrett, will expire at the
second annual meeting. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.
Pursuant to an agreement
to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of
an initial business combination, will be entitled to nominate three individuals for election to our board of directors.
Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our
board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws
provide that our directors may consist of a chairman of the board, and that our officers may consist of chief executive officer,
president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other officers
as may be determined by the board of directors.
Executive Compensation
No executive officer
has received any cash compensation for services rendered to us. Commencing on the date of this prospectus through the completion
of our initial business combination with a target business, we will pay to LifeSci Holdings LLC a fee of $10,000 per month for
providing us with office space and certain office and secretarial services. However, pursuant to the terms of such agreement, we
may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the
trust to pay actual or anticipated expenses in connection with our initial business combination. Any such unpaid amount will accrue
without interest and be due and payable no later than the date of the consummation of our initial business combination. Other than
the $10,000 per month administrative fee, no compensation or fees of any kind, including finder’s fees, consulting fees and
other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to or
in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However,
such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our
behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business
combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine
their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the
extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts
held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.
After our initial
business combination, members of our management team who remain with us may be paid consulting, management or other fees from the
combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder
meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to
determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination
in a Current Report on Form 8-K, as required by the SEC.
Director Independence
Nasdaq listing
standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent
directors and that a majority of our board of directors be independent. An “independent director” is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. Our Board of Directors had determined that Thomas Wynn, Thomas Mathers,
Graham Walmsley and Elizabeth Barrett are “independent directors” as defined in the Nasdaq listing standards and applicable
SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
We will only enter
into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into
transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could
be obtained from independent parties. Any related-party transactions must be approved by our audit committee and a majority of
disinterested directors.
Audit Committee
Effective as of the
date of this prospectus, we will establish an audit committee of the board of directors, which will consist of Thomas Wynn, Thomas
Mathers and Elizabeth Barrett, each of whom is an independent director. Thomas Wynn will serve as chairman of the audit committee.
The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
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•
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reviewing and discussing with management and the independent registered public accounting
firm the annual audited financial statements, and recommending to the board whether the audited financial statements should
be included in our Form 10-K;
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•
|
discussing with management and the independent registered public accounting firm significant
financial reporting issues and judgments made in connection with the preparation of our financial statements;
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•
|
discussing with management major risk assessment and risk management policies;
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•
|
monitoring the independence of the independent registered public accounting firm;
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•
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
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•
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reviewing and approving all related-party transactions;
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•
|
inquiring and discussing with management our compliance with applicable laws and regulations;
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•
|
pre-approving all audit services and permitted non-audit services to be performed by our
independent registered public accounting firm, including the fees and terms of the services to be performed;
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•
|
appointing or replacing the independent registered public accounting firm;
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•
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determining the compensation and oversight of the work of the independent registered public
accounting firm (including resolution of disagreements between management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or related work;
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•
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
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•
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approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
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Financial Experts on Audit Committee
The audit committee
will at all times be composed exclusively of “independent directors” who are “financially literate” as
defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able
to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow
statement.
In addition, we must
certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in
finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual’s financial sophistication. The board of directors has determined that Thomas Wynn qualifies as an “audit
committee financial expert,” as defined under rules and regulations of the SEC.
Nominating Committee
Effective as of
the date of this prospectus, we have established a nominating committee of the board of directors, which will consist of Thomas
Mathers, Graham Walmsley and Elizabeth Barrett each of whom is an independent director under Nasdaq’s listing standards.
Thomas Mathers is the Chairperson of the nominating committee. The nominating committee is responsible for overseeing the selection
of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members,
management, stockholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for
selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
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•
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should have demonstrated notable or significant achievements
in business, education or public service;
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•
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should possess the requisite intelligence, education
and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives
and backgrounds to its deliberations; and
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•
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should have the highest ethical standards, a strong sense
of professionalism and intense dedication to serving the interests of the stockholders.
|
The nominating committee
will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism
in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain
skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by stockholders and other persons.
Compensation Committee
Upon the effectiveness
of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of
directors consisting of Elizabeth Barrett, Thomas Wynn and Graham Walmsley, each of whom is an independent director. Elizabeth
Barrett will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail
the principal functions of the compensation committee, including:
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•
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our President and Chief Executive Officer’s compensation, evaluating our President and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President and Chief Executive Officer based on such evaluation;
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•
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reviewing and approving the compensation of all of our other executive officers;
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•
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reviewing our executive compensation policies and plans;
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•
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implementing and administering our incentive compensation equity-based remuneration plans;
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•
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assisting management in complying with our proxy statement and annual report disclosure requirements;
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•
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
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•
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producing a report on executive compensation to be included in our annual proxy statement; and
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•
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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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The charter will also
provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of
any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other
adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ
and the SEC.
Compensation Committee Interlocks and
Insider Participation
We may not have a
compensation committee in place prior to the completion of our initial business combination. Any executive compensation matters
that arise prior to the time we have a compensation committee in place will be determined by our independent directors. None of
our directors who currently serve as members of our compensation committee is, or has at any time in the past been, one of our
officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the compensation
committee of any other entity that has one or more executive officers serving on our board of directors. None of our executive
officers currently serves, or in the past year has served, as a member of the board of directors of any other entity that has one
or more executive officers serving on our compensation committee.
Code of Ethics
Effective upon consummation
of this offering, we will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code
of ethics codifies the business and ethical principles that govern all aspects of our business.
Conflicts of Interest
Investors should be
aware of the following potential conflicts of interest:
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•
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None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.
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•
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In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
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•
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Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.
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•
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Unless we consummate our initial business combination, our officers, directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.
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•
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The insider shares beneficially owned by our officers and directors
will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable
to complete an initial business combination within the required time frame, our officers and directors will not be entitled to
receive any amounts held in the trust account with respect to any of their insider shares or private warrants. Furthermore, our sponsor
has agreed that the private warrants will not be sold or transferred by it until after we have completed our initial business combination.
For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an
appropriate business with which to effect our initial business combination.
|
In general, officers
and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities
to a corporation if:
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•
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the corporation could financially undertake the opportunity;
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•
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the opportunity is within the corporation’s line of business; and
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•
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it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
|
Accordingly, as a
result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting
business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides
that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where
the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to
minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our
independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination
and (2) 24 months from the date of this prospectus. This agreement is, however, subject to any pre-existing fiduciary and
contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes
aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity
to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing
fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our
business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director
or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.
Three of our officers
and directors, Andrew McDonald, Michael Rice and David Dobkin are officers and directors of LifeSci Acquisition Corp., a special
purpose acquisition company that is seeking a target. LifeSci Acquisition Corp. will have priority over us in connection with potential
target businesses identified by each of them.
The following table
summarizes the current material pre-existing fiduciary or contractual obligations of our officers, directors and director nominees:
|
Name of Individual
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Name of Affiliated
Company
|
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Entity’s Business
|
|
Affiliation
|
|
Andrew McDonald, PhD
|
|
LifeSci Capital LLC
LifeSci Advisors LLC
LifeSci Venture Management LLC
LifeSci Index Partners LLC
Attune Pharmaceuticals, Inc.
LifeSci Acquisition Corp.
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|
Healthcare investment bank
Healthcare investor and public relations firm
Healthcare venture capital firm
Index provider of healthcare-based stock market indices
Novel orally administered small molecule
therapeutics for the treatment of rare diseases
Special Purpose Acquisition Company
|
|
Co-Founder
Co-Founder
Partner
Member
Co-Founder and Chief Executive Officer
Chairman and Chief Executive Officer
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|
|
|
|
|
|
|
|
|
Michael Rice
|
|
LifeSci Capital LLC
LifeSci Advisors LLC
LifeSci Venture Management LLC
LifeSci Index Partners LLC
LifeSci Acquisition Corp.
|
|
Healthcare investment bank
Healthcare investor and public relations firm
Healthcare venture capital firm
Index provider of healthcare-based stock
market indices
Special Purpose Acquisition Company
|
|
Co-Founder
Co-Founder
Partner
Member
Chief Operating Officer and Director
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|
|
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|
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|
David Dobkin
|
|
LifeSci Capital, LLC
LifeSci Acquisition Corp.
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|
Healthcare investment bank
Special Purpose Acquisition Company
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|
Managing Director
Chief Financial Officer and director
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|
|
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|
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Thomas Wynn
|
|
Monashee Investment Management
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|
Investment management
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|
Portfolio Manager
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Thomas Mathers
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|
Allievex Corporation
Pappas Ventures V
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|
Neurodegenerative diseases
Venture Capital
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|
President and CEO
General Partner
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Graham Walmsley
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|
Logos Global Management, LP
ALX Oncology
Akero Therapeutics
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|
Biotechnology investment
Cancer treatments
Non-alcoholic liver disease treatments
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|
General Partner
Director
Director
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Elizabeth Barrett
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|
UroGen Pharma Ltd.
Sage Therapeutics Inc.
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|
Biopharmaceutical company
Biopharmaceutical company
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|
President and CEO
Director
|
|
|
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Scott Janssen
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|
LifeSci Associates
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|
Consulting company
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|
Managing Director
|
We
have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our
sponsor. Further, our insiders, including our officers and directors, have agreed to vote any shares of common stock
held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights to receive
any amounts held in the trust account with respect to their insider shares and private warrants if we are unable to complete our
initial business combination within the required time frame. If they purchase shares of common stock in this offering or in the
open market, however, they would be entitled to receive their pro rata share of the amounts held in the trust account if we are
unable to complete our initial business combination within the required time frame, but have agreed not to convert such shares
in connection with the consummation of our initial business combination.
All ongoing and future
transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to
be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by
our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do
not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.
We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with
respect to such a transaction from unaffiliated third parties.
To further minimize
conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with
any of our officers, directors or other insiders, unless we have obtained (i) an opinion from an independent investment banking
firm that the business combination is fair to our unaffiliated stockholders from a financial point of view and (ii) the approval
of a majority of our disinterested and independent directors (if we have any at that time). In no event will our insiders or any
of the members of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or
for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type
of transaction that it is).
Limitation on Liability and Indemnification
of Directors and Officers
Our certificate of
incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law
as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that our directors will
not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their
duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful
payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions
as directors. Notwithstanding the foregoing, as set forth in our certificate of incorporation, such indemnification will not extend
to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement to pay debts and
obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for
or products sold to us as described elsewhere in this prospectus.
Our bylaws also will
permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions,
regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’
liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in
some circumstances and insures us against our obligations to indemnify the directors and officers.
These provisions may
discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also
may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
directors and officers.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table
sets forth information regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and as
adjusted to reflect the sale of our shares of common stock offered by this prospectus (assuming none of the individuals listed
purchase shares in this offering), by:
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|
•
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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock;
|
|
|
•
|
each of our officers and directors; and
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|
|
•
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all of our officers and directors as a group.
|
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.
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|
|
Prior to Offering
|
|
|
After Offering(2)
|
|
|
Name and Address of Beneficial Owner(1)
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
|
Approximate
Percentage of
Outstanding
Shares of
Common
Stock
|
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
|
Approximate
Percentage of
Outstanding Shares
of Common
Stock
|
|
|
Andrew McDonald Ph.D.
|
|
|
1,910,625
|
(3)
|
|
|
88.6
|
%
|
|
|
1,660,500
|
|
|
|
17.7
|
%
|
|
Michael Rice
|
|
|
1,910,625
|
(3)
|
|
|
88.6
|
%
|
|
|
1,660,500
|
|
|
|
17.7
|
%
|
|
David Dobkin
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
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Thomas Wynn
|
|
|
6,000
|
|
|
|
*
|
|
|
|
6,000
|
|
|
|
*
|
|
|
Thomas Mathers
|
|
|
6,000
|
|
|
|
*
|
|
|
|
6,000
|
|
|
|
*
|
|
|
Graham Walmsley
|
|
|
6,000
|
|
|
|
*
|
|
|
|
6,000
|
|
|
|
*
|
|
|
Elizabeth Barrett
|
|
|
6,000
|
|
|
|
*
|
|
|
|
6,000
|
|
|
|
*
|
|
|
Scott Janssen
|
|
|
6,000
|
|
|
|
*
|
|
|
|
6,000
|
|
|
|
*
|
|
|
All officers and directors as a group
(7 individuals)
|
|
|
1,940,625
|
|
|
|
90.0
|
%
|
|
|
1,690,500
|
|
|
|
18.0
|
%
|
|
LifeSci Holdings LLC(4)
|
|
|
1,910,625
|
|
|
|
88.6
|
%
|
|
|
1,660,500
|
|
|
|
17.7
|
%
|
|
Chardan Healthcare Investments LLC(5)
|
|
|
215,625
|
|
|
|
10.0
|
%
|
|
|
187,500
|
|
|
|
2.0
|
%
|
|
Jonas Grossman
|
|
|
215,625
|
(6)
|
|
|
10.0
|
%
|
|
|
187,500
|
|
|
|
2.0
|
%
|
|
(1)
|
Unless otherwise indicated, the business address of each of the individuals is c/o LifeSci Acquisition II Corp., 250 W. 55th St., #3401, New York, NY 10019
|
|
(2)
|
Assumes no exercise of the over-allotment option and, therefore, an aggregate of 281,250 shares of common stock held by our initial stockholders are forfeited.
|
|
(3)
|
Consists of shares of common stock owned by LifeSci Holdings
LLC, for which Michael Rice and Andrew McDonald are the managing members.
|
|
(4)
|
Michael Rice and Andrew McDonald are the managing members of
LifeSci Holdings LLC.
|
|
(5)
|
Jonas Grossman is the manager of Chardan Healthcare Investments
LLC.
|
|
|
|
|
(6)
|
Consists of shares of common stock owned by Chardan Healthcare
Investments LLC, for which Jonas Grossman is the manager.
|
Immediately after
this offering, our initial stockholders will beneficially own 20% of the then issued and outstanding shares of common stock (assuming
none of them purchase any shares offered by this prospectus and excluding the private warrants). None of our initial stockholders,
officers and directors has indicated to us that he intends to purchase securities in this offering. Because of the ownership block
held by our initial stockholders, such individuals may be able to effectively exercise control over all matters requiring approval
by our stockholders, including the election of directors and approval of significant corporate transactions other than approval
of our initial business combination.
If the underwriters
do not exercise all or a portion of the over-allotment option, our initial stockholders will have up to an aggregate 281,250 shares
of common stock subject to forfeiture. Only a number of shares necessary to maintain our initial stockholders’ collective
20% ownership interest in our shares of common stock after giving effect to the offering and the exercise, if any, of the underwriters’
over-allotment option will be forfeited and excluding the private warrants.
All of the insider
shares issued and outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer &
Trust Company, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of six months after the date
of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds
$12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining
50% of the insider shares, six months after the date of the consummation of our initial business combination, or earlier, in either
case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar
transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property.
Up to 281,250 of the insider shares may also be released from escrow earlier than this date for forfeiture and cancellation if
the over-allotment option is not exercised in full as described above.
During the escrow
period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers to our
officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation),
(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon
death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in
connection with purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination
at prices no greater than the price at which the shares were originally purchased or (vii) to us for no value for cancellation
in connection with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee
agrees to the terms of the escrow agreement, but will retain all other rights as our stockholders, including, without limitation,
the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared
and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination
and liquidate the trust account, none of our initial stockholders will receive any portion of the liquidation proceeds with respect
to their insider shares.
In addition, LifeSci
Holdings LLC, our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,”
at $0.90 per warrant for a total purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common
stock at an exercise price of $11.50 per warrant. The private warrants will become exercisable on the later of the completion of
our initial business combination and 12 months from the closing of this offering and will expire five years after the effective
date of the registration statement of which this prospectus forms a part. This purchase will take place on a private placement
basis simultaneously with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants,
$1,980,000 will be used for offering expenses and $750,000 will be used for working capital. Our sponsor has also agreed that
if the over-allotment option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional
number of private warrants (up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the
trust account $10.00 per share sold to the public in this offering. These additional private warrants will be purchased in a private
placement that will occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds from the
sale of the private warrants will be included in the liquidating distribution to the holders of our public shares. The private
warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the
initial purchasers or their permitted transferees. The private warrants will not be transferable, assignable or saleable until
after the completion of a business combination, subject to the limited exceptions described above. The private warrants purchased
by our sponsor will not be exercisable more than five years from the commencement of sales of this offering in accordance with
FINRA Rule 5110(g)(8)(A), as long as our sponsor or any of its related persons beneficially own these private warrants.
In order to meet our
working capital needs following the consummation of this offering, our initial stockholders, officers and directors or their affiliates
may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their
sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial
business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon
consummation of our business combination into additional private warrants at a conversion price of $0.90 per private warrant. Our
directors have approved the issuance of the private warrants upon conversion of such notes, to the extent the holder wishes to
so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination,
the loans will not be repaid.
LifeSci Holdings LLC
is our “promoter,” as that term is defined under the Federal securities laws.
CERTAIN TRANSACTIONS
On January 1,
2020, our sponsor purchased 2,156,250 founder shares 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 our sponsor. The founder
shares include an aggregate of up to 281,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment
option is not exercised in full or in part.
If the underwriters
do not exercise all or a portion of their over-allotment option, our initial stockholders have agreed that up to an aggregate of
281,250 shares of common stock in proportion to the portion of the over-allotment option that was not exercised are subject to
forfeiture and would be immediately cancelled.
If the underwriters
determine the size of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or
decreased, a share capitalizations or a contribution back to capital, as applicable, would be effectuated in order to maintain
our initial stockholder’s ownership at 20% of the number of shares issued and outstanding after the closing of this offering.
In addition, LifeSci
Holdings LLC, our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,”
at $0.90 per warrant for a total purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common
stock at an exercise price of $11.50 per warrant. The private warrants will become exercisable on the later of the completion of
our initial business combination and 12 months from the closing of this offering and will expire five years after the effective
date of the registration statement of which this prospectus forms a part. This purchase will take place on a private placement
basis simultaneously with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants,
$1,980,000 will be used for offering expenses and $750,000 will be used for working capital. Our sponsor has also agreed that
if the over-allotment option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional
number of private warrants (up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the
trust account $10.00 per share sold to the public in this offering. These additional private warrants will be purchased in a private
placement that will occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
The private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to
be held by the initial purchasers or their permitted transferees. The private warrants will not be transferable, assignable or
saleable until after the completion of a business combination, subject to the limited exceptions described above. The private warrants
purchased by our sponsor will not be exercisable more than five years from the commencement of sales of this offering in accordance
with FINRA Rule 5110(g)(8)(A), as long as our sponsor or any of its related persons beneficially own these private warrants.
In order to meet our
working capital needs following the consummation of this offering, our initial stockholders, officers and directors and their respective
affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable
in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of
our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted
upon consummation of our business combination into additional private warrants at a conversion price of $0.90 per private warrant.
Our directors have approved the issuance of the private warrants upon conversion of such notes, to the extent the holder wishes
to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination,
the loans would not be repaid.
The holders of our
insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants, will be entitled
to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of this offering.
The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders
of the majority of the insider shares 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. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We
will bear the expenses incurred in connection with the filing of any such registration statements. Our sponsor and its related
persons may not, with respect to the private warrants purchased by it, (i) have more than one demand registration right at
our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration
statement of which this prospectus forms a part, and (iii) exercise their “piggy-back” registration rights more
than seven (7) years from the commencement of sales of the offering as long as our sponsor or any of its related persons are
beneficial owners of private placement warrants.
Pursuant to the registration
rights and stockholder rights agreement our sponsor will be entitled, upon consummation of our initial business combination, to
nominate three individuals for election to our board of directors, which is described under the section of this prospectus entitled
“Description of Securities—Registration and Stockholder Rights.”
We will reimburse
our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities
on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on
the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses
would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve
all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates,
and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors,
with any interested director abstaining from such review and approval.
No compensation or
fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial
stockholders, officers or directors who owned our shares of common stock prior to this offering, or to any of their respective
affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).
All ongoing and future
transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to
be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any
compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent
we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our
expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent”
directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such
transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated
third parties.
Related Party Policy
Our Code of Ethics,
which we will adopt upon consummation of this offering, will require us to avoid, wherever possible, all related party transactions
that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or
the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will
or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any
(a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common
stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or
indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his
or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives
improper personal benefits as a result of his or her position.
Our audit committee,
pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter
into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective
affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such
transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors,
or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of
our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us
than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require
each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information
about related party transactions.
These procedures are
intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict
of interest on the part of a director, employee or officer.
To further minimize
potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with
any of our initial stockholders unless we obtain an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any of our existing officers,
directors or initial stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee
or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.
DESCRIPTION OF SECURITIES
General
Pursuant to our amended
certificate of incorporation, our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.0001, and
1,000,000 shares of preferred stock, par value $0.0001. As of the date of this prospectus, 2,156,250 shares of common stock are
issued and outstanding, held our sponsor, our directors, and affiliates of our management team. No preferred shares are issued
or outstanding.
Common Stock
Our holders of record
of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with
any vote held to approve our initial business combination, our insiders, officers and directors, have agreed to vote their respective
shares of common stock owned by them immediately prior to this offering, including both the insider shares and any shares acquired
in this offering or following this offering in the open market, in favor of the proposed business combination.
We will consummate
our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our
net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor
of the business combination.
Pursuant to our certificate
of incorporation, if we do not consummate our initial business combination within 24 months from the closing of this offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above)
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders
have agreed to waive their rights to share in any distribution with respect to their insider shares.
Our stockholders have
no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the
shares of common stock, except that public stockholders have the right to sell their shares to us in any tender offer or have their
shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed business
combination and the business combination is completed.
If we hold a stockholder
vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination
activity (including the substance or timing within which we have to complete a business combination), we will provide our public
stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our franchise and income taxes or for working capital purposes, divided
by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders
would be paid their pro rata portion of the trust account promptly following consummation of the business combination or the approval
of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved,
stockholders will not be paid such amounts.
Preferred Stock
There are no shares
of preferred stock outstanding. No shares of preferred stock are being issued or registered in this offering. Accordingly, our
board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the
underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner
in the proceeds of the trust account, or which votes as a class with the common stock on our initial business combination. We may
issue some or all of the preferred stock to effect our initial business combination. In addition, the preferred stock could be
utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to
issue any shares of preferred stock, we reserve the right to do so in the future.
Private Warrants
No warrants are currently
outstanding. Each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per
whole share, subject to adjustment as discussed below, at any time commencing on the later of one year after the closing of this
offering or the consummation of an initial business combination.
The private warrants
will not be exercisable more than five years from the commencement of sales of this offering in accordance with FINRA Rule 5110(g)(8)(A),
as long as our sponsor or any of its related persons beneficially own these private warrants.
The exercise price
and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in
the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However,
the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.
The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their
warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Dividends
We have not paid any
cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring
any dividends in the foreseeable future.
Our Transfer Agent
The transfer agent
for our shares of common stock is Continental Stock Transfer & Trust Company, 1 State
Street, 30th Floor, New York, New York 10004.
Certain Anti-Takeover Provisions of Delaware Law and our
Certificate of Incorporation and By-Laws
We have opted out
of Section 203 of the Delaware General Corporate Law, or the DGCL. However, our amended and restated certificate of incorporation
contains similar provisions providing that we may not engage in certain “business combinations” with any “interested
stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:
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prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
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at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally, a “business
combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that
person’s affiliates and associates, owns, or within the previous three years owned, 20% or more of our voting stock.
Under certain circumstances,
this provision will make it more difficult for a person who would be an “interested stockholder” to effect various
business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring
our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if
our board of directors approves either the business combination or the transaction which results in the stockholder becoming an
interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make
it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Our amended and restated
certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect
transferees of at least 20% of our outstanding common stock and any group as to which such persons are party to, do not constitute
“interested stockholders” for purposes of this provision.
Special meeting of stockholders
Our bylaws provide
that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our chief executive
officer or by our chairman.
Advance notice requirements for stockholder proposals and
director nominations
Our bylaws provide
that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as
directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to our principal executive offices not later than the close of business on the 90th
day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders.
Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may
preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.
Authorized but unissued shares
Our authorized but
unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or
discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive forum for certain lawsuits
Our amended and restated
certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court
of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative
action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by
any director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting
any such alleged breach, (3) action asserting a claim against our company or any director or officer of our company arising
pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action
asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine except for, as
to each of (1) through (4) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery, or (C) arising under the federal securities laws, including the Securities
Act as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole
and exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in our amended and restated certificate of
incorporation will not be deemed to be a waiver by our stockholders of our obligation to comply with federal securities laws, rules and
regulations, and the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive
forum. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in
the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and
officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates of incorporation
has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable
or unenforceable.
SECURITIES ELIGIBLE FOR FUTURE SALE
Immediately
after this offering, we will have 9,375,000 shares of common stock issued and outstanding, or 10,781,250 shares of common
stock if the over-allotment option is exercised in full. Of these shares, the 7,500,000 shares sold in this offering, or
8,625,000 shares if the over-allotment option is exercised in full, will be freely tradable without restriction or further
registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of
Rule 144 under the Securities Act. All of the remaining shares are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. All of those shares will not be transferable except
in limited circumstances described elsewhere in this prospectus.
Rule 144
A person who has beneficially
owned restricted shares of common stock for at least six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale
and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons
who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of,
or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would
be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:
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1% of the number of shares of common stock then issued and outstanding, which will equal 93,750 shares immediately after this offering (or 107,812 shares) if the over-allotment option is exercised in full); and
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The average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
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Sales under Rule 144
are also limited by manner of sale provisions and notice requirements and to the availability of current public information about
us.
Restrictions on the Use of Rule 144 by Shell Companies
or Former Shell Companies
Historically, the
SEC staff had taken the position that Rule 144 is not available for the resale of securities initially issued by companies
that are, or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments
discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business
combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an
important exception to this prohibition, however, if the following conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
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As a result, it is
likely that pursuant to Rule 144, our initial stockholders will be able to sell their insider shares freely without registration
one year after we have completed our initial business combination assuming they are not an affiliate of ours at that time.
Registration and Stockholder Rights
The holders of our
insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants, will be entitled
to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of this offering.
The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders
of the majority of the insider shares 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 we consummate a business combination. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation
of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our sponsor and its related persons may not, with respect to the private warrants purchased by it, (i) have more than one
demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from
the effective date of the registration statement of which this prospectus forms a part, and (iii) exercise their “piggy-back”
registration rights more than seven (7) years from the effective date of the registration statement of which this prospectus
forms a part, as long as our sponsor or any of its related persons are beneficial owners of private placement warrants.
In addition, pursuant
to the registration and stockholder rights agreement, our sponsor, upon consummation of an initial business combination, will be
entitled to nominate three individuals for election to our board of directors.
UNDERWRITING (CONFLICTS OF INTEREST)
We intend to offer
our securities described in this prospectus through the underwriters named below. LifeSci Capital and Ladenburg Thalmann are the
representatives for the underwriters. We have entered into an underwriting agreement with the representatives. Subject to the
terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase from us the number
of shares listed next to its name in the following table:
|
Underwriter
|
|
Number of Shares
|
|
|
LifeSci Capital
|
|
|
[__]
|
|
|
Ladenburg Thalmann
|
|
|
[__]
|
|
|
Total
|
|
|
7,500,000
|
|
A copy of the underwriting
agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.
Listing of our Securities
Our shares of common
stock will be quoted on Nasdaq under the symbol “LSAQ”. Our shares will be listed on Nasdaq on or promptly after the
effective date of the registration statement. We cannot guarantee that our securities will continue to be listed on Nasdaq after
this offering.
Over-allotment Option
We have granted the
underwriters an option to buy up to 1,125,000 additional shares. The underwriters may exercise this option solely for the purpose
of covering over-allotments, if any, made in connection with this offering. The underwriters have 45 days from the date of this
prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional shares approximately
in proportion to the amounts specified in the table above.
Commissions and Discounts
Shares sold by
the underwriters to the public will initially be offered at the offering price set forth on the cover of this prospectus. The
underwriters will be entitled to a cash underwriting discount of $1,500,000 (or $1,725,000 if the over-allotment option is exercised
in full). Any shares sold by the underwriters to securities dealers may be sold at a discount of up to [$0.08] per share from
the public offering price. If all of the shares are not sold at the initial public offering price, the representatives may change
the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated
to purchase the shares at the prices and upon the terms stated therein, and, as a result, will thereafter bear any risk associated
with changing the offering price to the public or other selling terms.
The underwriters have
agreed to reimburse certain of our expenses. We have agreed to reimburse the underwriters for all expenses and fees related to
the review by FINRA, which will not exceed $25,000.
The following table
shows the per share and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise
and full exercise of the underwriters’ over-allotment option to purchase up to an additional 1,125,000 shares.
Business Combination Marketing Agreement
We have engaged
LifeSci Capital and Ladenburg Thalmann as advisors in connection with our business combination to assist us in holding meetings
with our shareholders to discuss the potential business combination and the target business’ attributes, introduce us to
potential investors that are interested in purchasing our securities in connection with our initial business combination, assist
us in obtaining shareholder approval for the business combination and assist us with our press releases and public filings in
connection with the business combination. We will pay LifeSci Capital and Ladenburg Thalmann a cash fee for such services upon
the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering (exclusive
of any applicable finders’ fees which might become payable) with 75% of such fee payable to LifeSci Capital and 25% to Ladenburg
Thalmann; provided that up to 33% of the fee may be allocated in our sole discretion to other third parties who are investment
banks or financial advisory firms not participating in this offering that assist us in identifying and consummating an initial
business combination.
|
|
|
Per Share
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Public offering price
|
|
$
|
10.00
|
|
|
$
|
75,000,000
|
|
|
$
|
86,250,000
|
|
|
Discount and qualified independent underwriter fees(1)
|
|
$
|
0.20
|
|
|
$
|
1,500,000
|
|
|
$
|
1,725,000
|
|
|
Proceeds before expenses
|
|
$
|
9.80
|
|
|
$
|
73,500,000
|
|
|
$
|
84,525,000
|
|
|
(1)
|
The offering expenses are estimated at $480,000.
|
Pricing of Securities
We have been advised
by the representatives that the underwriters propose to offer the shares to the public at the offering price set forth on the
cover page of this prospectus.
Prior to this
offering there has been no public market for any of our securities. The public offering price of the shares was negotiated between
us and the representatives. Factors considered in determining the prices and terms of the shares include:
|
|
•
|
the history and prospects of companies whose principal business is the acquisition of other companies;
|
|
|
•
|
prior offerings of those companies;
|
|
|
•
|
our prospects for acquiring an operating business at attractive values;
|
|
|
•
|
the per share amount of net proceeds being placed into the trust account;
|
|
|
•
|
an assessment of our management and their experience in identifying operating companies;
|
|
|
•
|
general conditions of the securities markets at the time of the offering; and
|
|
|
•
|
other factors as were deemed relevant.
|
However, although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with
those of public companies operating in the same industry.
Regulatory Restrictions on Purchase of Securities
Rules of the
SEC may limit the ability of the underwriters to bid for or purchase our shares before the distribution of the shares is completed.
However, the underwriters may engage in the following activities in accordance with the rules:
|
|
•
|
Stabilizing Transactions. The underwriters may make bids or
purchases for the purpose of preventing or retarding a decline in the price of our common stock, as long as stabilizing bids do
not exceed the offering price of $10.00 and the underwriters comply with all other applicable rules.
|
|
|
•
|
Over-Allotments and
Syndicate Coverage Transactions. The underwriters may create a short
position in our common stock by selling more of our shares than are set forth on the cover
page of this prospectus up to the amount of the over-allotment option. This is known
as a covered short position. The underwriters may also create a short position in our common
stock by selling more of our shares than are set forth on the cover page of this prospectus
and the shares allowed by the over-allotment option. This is known as a naked short position.
If the underwriters create a short position during the offering, the representatives may engage
in syndicate covering transactions by purchasing our shares in the open market. The representatives
may also elect to reduce any short position by exercising all or part of the over-allotment
option. Determining what method to use in reducing the short position depends on how the shares
trade in the aftermarket following the offering. If the share price drops following the offering,
the short position is usually covered with shares purchased by the underwriters in the aftermarket.
However, the underwriters may cover a short position by exercising the over-allotment option
even if the share price drops following the offering. If the share price rises after the offering,
then the over-allotment option is used to cover the short position. If the short position
is more than the over-allotment option, the naked short must be covered by purchases in the
aftermarket, which could be at prices above the offering price.
|
|
|
•
|
Penalty Bids. The representatives
may reclaim a selling concession from a syndicate member when the shares originally sold by
the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover
syndicate short positions.
|
Stabilization and
syndicate covering transactions may cause the price of our securities to be higher than they would be in the absence of these transactions.
The imposition of a penalty bid might also have an effect on the prices of our securities if it discourages resales of our securities.
Neither we nor the
underwriters make any representation or prediction as to the effect that the transactions described above may have on the price
of our securities. These transactions may occur on Nasdaq, in the over-the-counter market or on any trading market. If any of these
transactions are commenced, they may be discontinued without notice at any time.
Conflicts of Interest
LifeSci Holdings LLC,
our sponsor, is an affiliate of LifeSci Capital LLC, the representative of the underwriters in this offering, and certain of our
officers and directors are affiliated with LifeSci Capital LLC. As a result, LifeSci Capital LLC is deemed to have a “conflict
of interest” within the meaning of Rule 5121.
Accordingly, this
offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a “qualified
independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and
prospectus and exercise the usual standards of due diligence with respect thereto. Ladenburg Thalmann has agreed to act as a “qualified
independent underwriter” for this offering. We have agreed to indemnify Ladenburg Thalmann against certain liabilities incurred
in connection with acting as a “qualified independent underwriter,” including liabilities under the Securities Act.
In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary
authority without the specific prior written approval of the account holder.
Other Terms
Except as set forth
above, we are not under any contractual obligation to engage any of the underwriters to provide any services for us after this
offering, and have no present intent to do so. However, any of the underwriters may, among other things, introduce us to potential
target businesses or assist us in raising additional capital, as needs may arise in the future. If any underwriter provides services
to us after this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time in an arm’s
length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such services will be
paid to the underwriter prior to the date which is 90 days after the date of this prospectus, unless FINRA determines that such
payment would not be deemed underwriter’s compensation in connection with this offering.
In addition, LifeSci
Holdings LLC, our sponsor, has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,”
at $0.90 per warrant for a total purchase price of $2,730,000. The private warrants will become exercisable on the later of the
completion of our initial business combination and 12 months from the closing of this offering and will expire five years after
the effective date of the registration statement of which this prospectus forms a part. Each private warrant is exercisable for
one (1) share of common stock at an exercise price of $11.50 per warrant. This purchase will take place on a private placement
basis simultaneously with the consummation of this offering. Of the $2,730,000 we will receive from the sale of the private warrants,
$1,980,000 will be used for offering expenses and $750,000 will be used for working capital. Our sponsor has also agreed that
if the over-allotment option is exercised by the underwriters, it will purchase from us at a price of $0.90 per warrant an additional
number of private warrants (up to a maximum of 250,000 private warrants) in an amount that is necessary to maintain in the
trust account $10.00 per share sold to the public in this offering. These additional private warrants will be purchased in a private
placement that will occur simultaneously with the purchase of shares resulting from the exercise of the over-allotment option.
The private warrants
have been deemed compensation by FINRA and are therefore subject to a 360-day lock-up, including the 180-day lock-up pursuant to
Rule 5110(e)(1) of the FINRA Manual from the commencement of sales of the offering. Pursuant to FINRA Rule 5110(e)(1),
these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities
by any person for a period of 360 days immediately following the effective date of the registration statement of which this prospectus
forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the
offering and their bona fide officers, partners, registered persons and affiliates provided that all securities so transferred
remain subject to the lockup restriction above for the remainder of the time period. We have granted the holders of private warrants
the registration rights as described under the section “Securities Eligible for Future Sale — Registration and Stockholder
Rights.”
Indemnification
We have agreed to
indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to
payments the underwriters may be required to make in this respect.
Resale Restrictions
We intend to distribute
our securities in the Province of Ontario, Canada (the “Canadian Offering Jurisdiction”) by way of a private placement
and exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in such Canadian
Offering Jurisdiction. Any resale of our securities in Canada must be made under applicable securities laws that will vary depending
on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority. Canadian resale restrictions in some circumstances
may apply to resales of interests made outside of Canada. Canadian purchasers are advised to seek legal advice prior to any resale
of our securities. We may never be a “reporting issuer”, as such term is defined under applicable Canadian securities
legislation, in any province or territory of Canada in which our securities will be offered and there currently is no public market
for any of the securities in Canada, and one may never develop. Canadian investors are advised that we have no intention to file
a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the securities to
the public in any province or territory in Canada.
Representations of Purchasers
A Canadian purchaser
will be required to represent to us and the dealer from whom the purchase confirmation is received that:
|
|
•
|
the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus qualified under those securities laws;
|
|
|
•
|
where required by law, that the purchaser is purchasing as principal and not as agent;
|
|
|
•
|
the purchaser has reviewed the text above under Resale Restrictions; and
|
|
|
•
|
the purchaser acknowledges and consents to the provision of specified information concerning its purchase of our securities to the regulatory authority that by law is entitled to collect the information.
|
Rights of Action — Ontario Purchasers Only
Under Ontario securities
legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have
a statutory right of action for damages, or while still the owner of our securities, for rescission against us in the event that
this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right
of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of
the facts giving rise to the cause of action and three years from the date on which payment is made for our securities. The right
of action for rescission is exercisable not later than 180 days from the date on which payment is made for our securities. If a
purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against
us. In no case will the amount recoverable in any action exceed the price at which our securities were offered to the purchaser
and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability.
In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent
the depreciation in value of our securities as a result of the misrepresentation relied upon. These rights are in addition to,
and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary
of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory
provisions.
Enforcement of Legal Rights
All of our directors
and officers as well as the experts named herein are located outside of Canada and, as a result, it may not be possible for Canadian
purchasers to effect service of process within Canada upon us or those persons. All of our assets and the assets of those persons
are located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada
or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Collection of Personal Information
If a Canadian purchaser
is resident in or otherwise subject to the securities laws of the Province of Ontario, the Purchaser authorizes the indirect collection
of personal information pertaining to the Canadian purchaser by the Ontario Securities Commission (the “OSC”) and each
Canadian purchaser will be required to acknowledge and agree that the Canadian purchaser has been notified by us (i) of the
delivery to the OSC of personal information pertaining to the Canadian purchaser, including, without limitation, the full name,
residential address and telephone number of the Canadian purchaser, the number and type of securities purchased and the total purchase
price paid in respect of the securities, (ii) that this information is being collected indirectly by the OSC under the authority
granted to it in securities legislation, (iii) that this information is being collected for the purposes of the administration
and enforcement of the securities legislation of Ontario, and (iv) that the title, business address and business telephone
number of the public official in Ontario who can answer questions about the OSC’s indirect collection of the information
is the Administrative Assistant to the Director of Corporate Finance, the Ontario Securities Commission, Suite 1903, Box 5520,
Queen Street West, Toronto, Ontario, M5H 3S8, Telephone: (416) 593-8086, Facsimile: (416) 593-8252.
LEGAL MATTERS
Loeb & Loeb
LLP, is acting as United States counsel in connection with the registration of our securities under the Securities Act and will
pass on the validity of the securities offered in the prospectus. Ellenoff Grossman & Schole LLP, is acting as counsel
for the underwriters in this offering.
EXPERTS
The financial statements
of LifeSci Acquisition II Corp. as of June 30, 2020, and for the period from December 18, 2019 (inception) through June 30,
2020 appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm,
as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance on such report given
on the authority of such firm as an experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with
the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act,
with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains
all material information included in the registration statement, parts of the registration statement have been omitted as permitted
by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about
us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the
SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public
may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the
SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information
statements and information regarding issuers that file electronically with the SEC.
LIFESCI ACQUISITION II CORP.
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Stockholder and the Board of Directors
of
LifeSci Acquisition II Corp.
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of LifeSci Acquisition II Corp. (the "Company") as of June 30, 2020, the related statements of operations,
changes in stockholder’s equity and cash flows for the period from December 18, 2019 (inception) through June 30,
2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of June 30, 2020, and the results of its
operations and its cash flows for the period from December 18, 2019 (inception) through June 30, 2020, in conformity
with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor
since 2020.
New York, New York
October 14, 2020
LIFESCI ACQUISITION
II CORP.
BALANCE SHEETS
|
|
|
September
30, 2020
|
|
|
June
30,
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
108,725
|
|
|
$
|
25,000
|
|
|
Other receivable
|
|
|
25,000
|
|
|
|
—
|
|
|
Total Current Assets
|
|
|
133,725
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred offering costs
|
|
|
88,645
|
|
|
|
28,000
|
|
|
TOTAL ASSETS
|
|
$
|
222,3700
|
|
|
$
|
53,000
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDER’S EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
Accrued offering costs
|
|
|
22,450
|
|
|
|
28,000
|
|
|
Promissory note – related
party
|
|
|
175,000
|
|
|
|
—
|
|
|
Total Current Liabilities
|
|
|
198,450
|
|
|
|
29,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder’s Equity
|
|
|
|
|
|
|
|
|
|
Common
stock, $0.0001 par value; 5,000,000 shares authorized; 2,156,250 shares issued and outstanding (1)
|
|
|
216
|
|
|
|
216
|
|
|
Additional paid-in capital
|
|
|
24,784
|
|
|
|
24,784
|
|
|
Accumulated deficit
|
|
|
(1,080
|
)
|
|
|
(1,000
|
)
|
|
Total Stockholder’s
Equity
|
|
|
23,920
|
|
|
|
24,000
|
|
|
TOTAL LIABILITIES AND STOCKHOLDER’S
EQUITY
|
|
$
|
222,370
|
|
|
$
|
53,000
|
|
|
|
(1)
|
Includes up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
|
The accompanying notes are an integral
part of these financial statements.
LIFESCI ACQUISITION
II CORP.
STATEMENTS OF OPERATIONS
|
|
|
Three Months
Ended September 30, 2020
|
|
|
For
the period from December 18, 2019 (inception) Through
June
30,
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Formation and operating costs
|
|
$
|
80
|
|
|
$
|
1,000
|
|
|
Net Loss
|
|
$
|
(80
|
)
|
|
$
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic
and diluted (1)
|
|
|
1,875,000
|
|
|
|
1,875,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per
common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
(1)
|
Excludes an aggregate of up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
|
The accompanying notes are an integral
part of these financial statements.
LIFESCI ACQUISITION
II CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
|
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Total
Stockholder’s
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance – December 18, 2019 (inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
common stock to Sponsor (1)
|
|
|
2,156,250
|
|
|
|
216
|
|
|
|
24,784
|
|
|
|
—
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,000
|
)
|
|
|
(1,000
|
)
|
|
Balance - June 30, 2020 (audited)
|
|
|
2,156,250
|
|
|
$
|
216
|
|
|
$
|
24,784
|
|
|
$
|
(1,000
|
)
|
|
$
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(80
|
)
|
|
|
(80
|
)
|
|
Balance - September 30,
2020 (unaudited)
|
|
|
2,156,250
|
|
|
$
|
216
|
|
|
$
|
24,784
|
|
|
$
|
(1,080
|
)
|
|
$
|
23,920
|
|
|
(1)
|
Includes 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
|
The accompanying notes are an integral
part of these financial statements.
LIFESCI ACQUISITION
II CORP.
STATEMENTS OF CASH FLOWS
|
|
|
Three Months
Ended September 30, 2020
|
|
|
For
the period from December 18, 2019 (inception) Through
June
30,
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(80
|
)
|
|
$
|
(1,000
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Other receivable
|
|
|
(25,000
|
)
|
|
|
—
|
|
|
Accrued expenses
|
|
|
—
|
|
|
|
1,000
|
|
|
Net cash used
in operating activities
|
|
|
(25,080
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock to Sponsor
|
|
|
—
|
|
|
|
25,000
|
|
|
Proceeds from promissory note – related party
|
|
|
175,000
|
|
|
|
—
|
|
|
Payment of offering costs
|
|
|
(66,195
|
)
|
|
|
—
|
|
|
Net cash provided
by financing activities
|
|
|
108,805
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
83,725
|
|
|
|
25,000
|
|
|
Cash – Beginning of period
|
|
|
25,000
|
|
|
|
—
|
|
|
Cash – End of period
|
|
$
|
108,725
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs included in accrued offering
costs
|
|
$
|
22,450
|
|
|
$
|
28,000
|
|
The accompanying notes are an integral
part of these financial statements.
LIFESCI ACQUISITION II CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations
LifeSci Acquisition II Corp. (the “Company”)
was incorporated in Delaware on December 18, 2019. The Company was formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or
more businesses or entities that the Company has not yet identified (a “Business Combination”). Although the Company
is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends
to focus on businesses operating in North America in the healthcare industry. 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, 2020, the
Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation
and the proposed initial public offering (“Proposed Public Offering”), which is described below. The Company will
not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering.
The Company’s ability to commence
operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 7,500,000 shares of
common stock (or 8,625,000 shares if the underwriters’ over-allotment option is exercised in full) (the “Shares”)
at $10.00 per Share, which is discussed in Note 3, and the sale of 3,033,333 warrants (or 3,283,333 warrants if the underwriters’
over-allotment option is exercised in full (the “Private Warrants”) at a price of $0.90 per warrant in a private placement,
in a private placement to LifeSci Holdings, LLC (the “Sponsor”), an entity affiliated LifeSci Capital LLC, that will
close simultaneously with the Proposed Public Offering.
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value
equal to at least 80% of the balance in the Trust Account (as defined below) (net
of amounts previously released to the Company to pay its tax obligations and for working capital purposes, subject to an annual
limit of $250,000) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete
a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that
the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management
has agreed that $10.00 per Share sold in the Proposed Public Offering and the proceeds from the sale of the Private Warrants will
be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of 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 as described below.
The Company will provide its stockholders with the opportunity
to redeem all or a portion of their Shares sold in the Proposed Public Offering (the “Public Shares”) upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their
shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus
any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations
or for working capital purposes). The common stock subject
to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public
Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity.”
LIFESCI ACQUISITION II CORP.
NOTES TO FINANCIAL STATEMENTS
The Company will proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and,
if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal
reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant
to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with
the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law,
or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company
seeks stockholder approval in connection with a Business Combination, the Sponsor and other initial stockholders (collectively,
the “Initial Stockholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5), and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares
(including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the
Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem
their Public Shares irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company
seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer
rules, a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting
in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20%
of the Public Shares.
The Company will have until 24 months from
the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”). If the
Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter,
redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence
a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for
claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become
subject to claims of creditors.
The Sponsor and Chardan Healthcare Investments
LLC have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares
they may acquire during or after the Proposed Public Offering in connection with the consummation of a Business Combination, (ii) to
waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares
if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides
the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor
will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business
Combination or liquidates within the Combination Period.
In order to protect the amounts held in
the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services
rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into
a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by
a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account
or to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event
that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent
of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s
independent registered public accounting firm), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust
Account.
Going Concern Consideration
The Company does not have sufficient liquidity
to meet its anticipated obligations over the next year from the date of the issuance of these financial statements. In connection
with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update
(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital
needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the issuance of these
financial statements (see Note 3).
LIFESCI ACQUISITION II CORP.
NOTES TO FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements
are presented in in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC. The accompanying unaudited 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 period presented. The interim results for the three months ended September 30, 2020 are not necessarily
indicative of the results to be expected for the year ending June 30, 2021 or for any future interim periods.
Emerging Growth Company
The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires the Company’s 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 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 statements, 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, 2020 and June 30, 2020.
Deferred Offering Costs
Deferred offering costs consist of legal,
accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed
Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should
the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will
be charged to operations.
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.
LIFESCI ACQUISITION II CORP.
NOTES TO FINANCIAL STATEMENTS
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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and
June 30, 2020. 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 be 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.
The provision for income taxes was
deemed to be de minimis the three months ended September 30, 2020 and for the period from December 18, 2019 (inception) through
June 30, 2020.
Net Loss Per Common Share
Net loss per share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock
subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 281,250 shares of
common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). At
September 30, 2020 and June 30, 2020, the Company did not have any dilutive securities or other contracts that could, potentially,
be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss
per share is the same as basic loss per share for the periods presented.
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.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Pronouncements
Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s
financial statements.
Note 3 — Public Offering
Pursuant to the Proposed Public Offering, the Company will offer
for sale 7,500,000 Shares (or 8,625,000 Shares if the underwriters’ over-allotment option is exercised in full), at a purchase
price of $10.00 per Share.
Note 4 — Private Placement
In connection with the Proposed Public
Offering, the Sponsor is expected to purchase an aggregate of 3,033,333 Private Warrants (or 3,283,333 Private Warrants if the
over-allotment option is exercised in full) at a price of $0.90 per Private Warrant for an aggregate purchase price of $2,730,000
(or $2,955,000 if the over-allotment option is exercised in full), in a private placement that will occur simultaneously with
the closing of the Proposed Public Offering. Each Private Warrant is exercisable to purchase one share of common stock at an exercise
price of $11.50 per warrant. per share. 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.
LIFESCI ACQUISITION II CORP.
NOTES TO FINANCIAL STATEMENTS
Note 5 — 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 our
sponsor. The founder shares include an aggregate of up to 281,250 shares that are subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part, with LifeSci Holdings LLC to forfeit up to 253,125 shares and Chardan Healthcare
Investments LLC to forfeit up to 28,125 shares. so that the Sponsor will
collectively own approximately 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming
the Sponsor does not purchase any Public Shares in the Proposed Public Offering).
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.
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 may borrow
up to an aggregate principal amount of $175,000. The Promissory Note is non-interest bearing and is payable within 15 days of
the Sponsor providing the Company with written notice of demand. As of September 30, 2020 and June 30, 2020, there was $175,000
and $0, respectively, outstanding under the Promissory Note.
Administrative Support Agreement
The Company intends to enter into an agreement,
commencing on the effective date of the Proposed Public Offering 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.
Other Receivable
As of September 30, 2020, the Company paid expenses on behalf
of an affiliate. The outstanding balance of $25,000 was settled in November 2020.
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 shares 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. As of September
30, 2020 and June 30, 2020, no Working Capital Loans were outstanding.
Note 6 — Commitments and Contingencies
Risks and Uncertainties
Management continues to evaluate the
impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have
a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering
and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
LIFESCI ACQUISITION II CORP.
NOTES TO FINANCIAL STATEMENTS
Registration and Stockholder Rights
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 pursuant to a registration and stockholder rights agreement to be signed prior
to or on the effective date of the Proposed Public Offering. The holders of a majority of these securities are entitled to make
up to two 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 one 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 Proposed Public Offering, and (iii) exercise their “piggy-back” registration rights more than
seven (7) years from the effective date of the Proposed Public Offering, as long as the Sponsor or any of its related persons
are beneficial owners of Private Warrants.
Underwriting Agreement
The Company will grant the underwriters a 45-day option from
the date of the Proposed Public Offering to purchase up to 1,125,000 additional Shares to cover over-allotments, if any, at the
Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will be entitled to a cash underwriting discount
of $0.20 per Share, or $1,500,000 in the aggregate (or $1,725,000 if the over-allotment option is exercised in full), payable upon
the closing of the Proposed Public Offering.
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 Proposed Public Offering
(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 Proposed Public Offering
that assist the Company in identifying and consummating a Business Combination.
Note 7 — Stockholder’s Equity
Common Stock —
The Company is authorized to issue 5,000,000 shares of common stock with a par value of $0.0001 per share. The Company plans on
filing an Amended and Restated Certificate of Incorporation prior to the closing date of the Proposed Public Offering such that
the Company will increase the number of shares of common stock authorized to be issued. Holders of the Company’s common
stock are entitled to one vote for each share. At September 30, 2020 and June 30, 2020, there were 2,156,250 shares of common
stock issued and outstanding, of which 281,250 shares are subject to forfeiture to the extent that the underwriters’ over-allotment
option is not exercised in full so that the Sponsor will own 20% of the issued and outstanding shares after the Proposed Public
Offering (assuming the Sponsor do not purchase any Public Shares in the Proposed Public Offering).
Warrants
—The Private Warrants will become exercisable at any time commencing on the later of (1) one year after
the closing of the Proposed 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 Proposed
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.
Note 8 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after June 30, 2020, the audited balance sheet date, up to October 14, 2020, the date
that the audited financial statements were available to be issued. The Company also evaluated subsequent events and
transactions that occurred after September 30, 2020, the unaudited balance sheet date, up to November 17, 2020, the date that
the unaudited interim financial statements were available to be issued. Based upon this review, the Company did not identify
any subsequent events, other than described in Note 5, that would have required adjustment or disclosure in the financial
statements.
Until [·], 2020 (25 days after the
date of this prospectus), all dealers that buy, sell or trade our shares of common stock, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or subscriptions.
No dealer, salesperson or any other person
is authorized to give any information or make any representations in connection with this offering other than those contained in
this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by
us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities
offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful.
$75,000,000
LifeSci Acquisition II Corp.
7,500,000 Shares of Common Stock
PRELIMINARY PROSPECTUS
Joint Book-Running Managers
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LifeSci Capital
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Ladenburg
Thalmann
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[__], 2020
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY
PROSPECTUS
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SUBJECT TO COMPLETION, DATED
NOVEMBER 17, 2020
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$75,000,000
LIFESCI ACQUISITION II CORP.
7,500,000 SHARES OF COMMON STOCK
This prospectus has
been prepared for and will be used by LifeSci Capital (“LifeSci”) in connection with offers and sales of our shares
of common stock in certain market making transactions effected from time to time for 30 days following the date of this prospectus.
These transactions may occur in the open market or may be privately negotiated at prevailing market prices at the time of sales,
at prices related thereto or at negotiated prices. We will not receive any proceeds of such transactions. LifeSci has no obligation
to make a market in our shares, and may discontinue such activities at any time without notice, at its sole discretion. All such
transactions with respect to our securities that are made pursuant to a prospectus after the date of this prospectus are being
made solely pursuant to this prospectus, as it may be supplemented from time to time.
There is presently
no public market for our common stock. We intend to apply to have our common stock listed on the Nasdaq Capital Market, or Nasdaq,
under the symbol “LSAQ” on or promptly after the date of this prospectus. We cannot guarantee that our securities will
be approved for listing on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering.
We are an “emerging
growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public
company reporting requirements.
Investing in our
securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion
of information that should be considered in connection with an investment in our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers
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LifeSci Capital
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Ladenburg
Thalmann
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[__], 2020
LIFESCI ACQUISITION II CORP.
TABLE OF CONTENTS
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Page
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SUMMARY
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1
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SUMMARY FINANCIAL DATA
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17
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RISK FACTORS
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18
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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38
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USE OF PROCEEDS
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39
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DIVIDEND POLICY
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42
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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45
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PROPOSED BUSINESS
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49
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MANAGEMENT
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66
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PRINCIPAL STOCKHOLDERS
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73
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CERTAIN TRANSACTIONS
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75
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DESCRIPTION OF SECURITIES
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77
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SECURITIES ELIGIBLE FOR FUTURE SALE
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82
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PLAN OF DISTRIBUTION
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84
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LEGAL MATTERS
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89
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EXPERTS
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89
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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89
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INDEX TO FINANCIAL STATEMENTS
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F-1
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The Offering
In making your decision
on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management
team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance
with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors
in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below
entitled “Risk Factors” beginning on page 18 of this prospectus.
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Listing of our securities and proposed symbol
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We anticipate that the shares of common stock will be listed on Nasdaq under the symbol “LSAQ”.
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Offering proceeds to be held in trust
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$75,000,000 of the net proceeds of
this offering (or $86,250,000 if the over-allotment option is exercised in full), including $2,730,000 (or $2,955,000 if the
over-allotment option is exercised in full) we will receive from the sale of the private warrants, or $10.00 per share sold
to the public in this offering will be placed in a trust account in the United States, maintained by Continental
Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this
prospectus. Of the $2,730,000 (or $2,955,000 if the over-allotment option is exercised in full) we will receive from the sale
of the private warrants, $1,980,000 (or $2,205,000 if the over-allotment option is exercised in full) be used for offering
expenses and $750,000 will be used for working capital.
Except as set forth below, the proceeds
in the trust account will not be released until the earlier of: (1) the completion of an initial business combination within
the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business
combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds
held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may
incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.
Notwithstanding the foregoing, there can be released to us,
from time to time, (i) any interest earned on the funds in the trust account that we may need to pay our tax obligations and
(ii) any remaining interest earned on the funds in the trust account up to $250,000 annually that we need for our working
capital requirements. With this exception, expenses incurred by us may be paid prior to a business combination only from the net
proceeds of this offering not held in the trust account of approximately $750,000 provided, however, that in order to meet our
working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient,
our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to
time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory
note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s
discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional private
warrants at a conversion price of $0.90 per private warrant. Such private warrants will be identical to the private warrants to
be issued at the closing of this offering. Our directors have approved the issuance of the private warrants upon conversion of
such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.
If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent
available.
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Limited payments to insiders
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Prior to the consummation of a
business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers,
directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business
combination (regardless of the type of transaction that it is) other than:
• payment of $10,000 per month to an affiliate of LifeSci Holdings
LLC for office space and related services, subject to deferral as described herein;
• repayment
of loans which may be made by our insiders, officers, directors or any of its or their affiliates to finance transaction costs
in connection with an initial business combination, the terms of which have not been determined;
• reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating
possible business targets and business combinations; and
• repayment
upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates
or our officers and directors to finance transaction costs in connection with an intended initial business combination.
There is no limit on the amount of out-of-pocket
expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in
the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would
not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements
and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements
and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested
director abstaining from such review and approval.
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Potential revisions to agreements with insiders
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We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if such a modification were necessary to complete a business combination).
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Stockholder approval of, or tender offer in connection with, initial business combination
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We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination only if a majority of the outstanding shares of common stock voted are
voted in favor of the business combination.
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We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.
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Our initial stockholders have agreed (A) to vote their
founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of,
prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the
substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination
within 24 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such
amendment, (C) not to convert any shares (including the founder shares) into the right to receive cash from the trust account
in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender
offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate
in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders
or their affiliates has indicated any intention to purchase public shares in this offering or shares of common stock in the open
market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against
a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in
the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their
affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote
of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their
affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock or purchasing shares
when the buyer is in possession of material non-public information about the Company.
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Conditions to completing our initial business combination
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We have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of our sponsor. Further, there is no limitation
on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the value of the trust account (excluding any taxes payable on the income earned on the trust account) at the time of the agreement
to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80%
test.
If our board is not able to independently
determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking
or accounting firm as to the fair market value of the target business. We will complete our initial business combination only if
the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting
securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post
business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If
less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test,
provided that in the event that the business combination involves more than one target business, the 80% test will be based on
the aggregate value of all of the target businesses.
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Conversion rights
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In connection with any stockholder meeting
called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he,
she or it is voting for or against such proposed business combination, to demand that we convert his, her or its public shares
into a pro rata share of the trust account upon consummation of the business combination.
We may require public stockholders wishing
to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender
the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the
transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s
option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge
the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However,
this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business
combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion
rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver
their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this
may result in an increased cost to stockholders. The conversion rights will include the requirement that a beneficial holder must
identify itself in order to validly redeem its shares.
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Under Delaware law, we may be required
to give a minimum of only ten days’ notice for each general meeting. As a result, if we require public stockholders who wish
to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to
comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares
for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities
when they otherwise would not want to.
If we require public stockholders who wish
to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed
business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.
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Release of funds in trust account upon closing of our initial business combination
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On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their conversion rights as described above under “— Conversion rights” to pay all or a portion of the consideration payable to the target or targets or owners of the target or targets of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
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Liquidation if no business combination
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If we are unable to complete our initial business combination
within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public
shares (including any public shares in this offering or any public shares that our initial stockholders or their affiliates purchased
in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our
remaining holders of common stock and our board of directors, proceed to commence a voluntary liquidation and thereby a formal
dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of
creditors and the requirements of applicable law.
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In connection with our redemption of 100%
of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata
portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not
necessary to pay our taxes payable on such funds.
We may not have funds sufficient to pay
or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities
we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they
will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these
waivers and bring claims against the trust account for monies owed them.
The holders of the founder shares, private warrants will not
participate in any redemption distribution with respect to their founder shares, private warrants, but may have any public shares
redeemed upon liquidation.
If we are unable to conclude our initial
business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking
into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately
$10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference
to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating
to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy
case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our
stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of
any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor
has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently
do not anticipate that such funds will be insufficient.
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Afilliation
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LifeSci owns shares of our common stock. Additionally, certain
of our initial stockholders, officers and directors are affiliated with LifeSci.
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USE OF PROCEEDS
This prospectus is delivered in connection with the offer and
sale of our shares of common stock by LifeSci in certain market making transactions. We will not receive any of the proceeds from
these transactions.
PLAN OF DISTRIBUTION
This prospectus has
been prepared for use by LifeSci in connection with offers and sales of our common stock in certain market making transactions
effected from time to time for 30 days following the date of this prospectus. LifeSci may act as principals in these transactions.
These sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We
will not receive any of the proceeds of these transactions.
LifeSci, through our
sponsor, owns 1,910,625 shares of common stock (88.6% of our outstanding shares of common stock). Additionally officers and directors
of LifeSci own shares of common stock. In addition, LifeSci Holdings LLC, our sponsor, has committed to purchase from us an aggregate
of 3,033,333 warrants (or 3,283,333 warrants if the over-allotment option is exercised in full), or “private warrants,”
at $0.90 per warrant for a total purchase price of $2,730,000 (or $2,955,000 if the over-allotment option is exercised in full).
The private warrants will become exercisable on the later of the completion of our initial business combination and 12 months from
the closing of this offering and will expire five years after the effective date of the registration statement of which this prospectus
forms a part.
We agreed to file
a “market making” prospectus in order to allow LifeSci to engage in market making activities for our shares for 30
days following the date of this prospectus. LifeSci acted as sole book-running manager in our recently completed initial public
offering of securities. Purchases and sales in the open market by LifeSci may include short sales, purchases to cover short positions,
which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation M under
the Exchange Act. Purchases to cover short positions and stabilizing purchases, as well as other purchases by LifeSci for its
own account, may have the effect of preventing or retarding a decline in the market price of the shares. It may also cause the
price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions.
LifeSci may conduct these transactions in the over-the-counter market or otherwise. If LifeSci commences any of these transactions,
it may discontinue them at any time.
We have been advised by LifeSci that, following our initial
public offering, it intends to engage in market making transactions for our common stock as permitted by applicable laws and regulations.
However, LifeSci is not obligated to do so and LifeSci may discontinue its market making activities at any time without notice.
In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act. Accordingly,
no assurance can be given as to the liquidity of the trading market for our common stock, that you will be able to sell any of
our shares held by you at a particular time or that the prices that you receive when you sell will be favorable. See “Risk
Factors — There is currently no market for our securities and a market for our securities may not develop, which
would adversely affect the liquidity and price of our securities.”
We have agreed to
indemnify LifeSci in our initial public offering against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments LifeSci may be required to make because of any of those liabilities.
We are not under any
contractual obligation to engage LifeSci to provide any services for us after our initial public offering, and have no present
intent to do so. However, LifeSci may introduce us to potential target businesses or assist us in raising additional capital in
the future. If LifeSci provides services to us in the future, we may pay LifeSci fair and reasonable fees that would be determined
at that time in an arm’s length negotiation; provided that no agreement will be entered into with LifeSci and no fees for
such services will be paid to LifeSci prior to the date that is 90 days from the date of this prospectus, unless FINRA determines
that such payment would not be deemed underwriters’ compensation in connection with our initial public offering and we may
pay LifeSci or any entity with which it is affiliated a finder’s fee or other compensation for services rendered to us in
connection with the completion of an initial business combination.
LifeSci and its affiliates
may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our
affiliates, for which it may in the future receive, customary fees and commissions for any such transactions.
In addition, in the
ordinary course of its business activities, LifeSci and its affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for its own
account and for the accounts of its customers. Such investments and securities activities may involve securities and/or instruments
of ours or our affiliates. LifeSci and its affiliates may also make investment recommendations and/or publish or express independent
research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Until
[·], 2020 (25 days after the date of this prospectus), all dealers that
buy, sell or trade our shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
No dealer, salesperson
or any other person is authorized to give any information or make any representations in connection with this offering other than
those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other
than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone
in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
$75,000,000
LifeSci Acquisition II Corp.
7,500,000
Shares of Common Stock
PRELIMINARY PROSPECTUS
Joint Book-Running Managers
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LifeSci Capital
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Ladenburg
Thalmann
|
[__], 2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses
payable by us in connection with the offering described in this registration statement (other than the underwriting discount and
commissions) will be as follows:
|
Initial Trustees’ fee
|
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$
|
6,500
|
|
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SEC Registration Fee
|
|
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9,410
|
|
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FINRA filing fee
|
|
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13,438
|
|
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Accounting fees and expenses
|
|
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40,000
|
|
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Nasdaq listing fees
|
|
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50,000
|
|
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Printing and engraving expenses
|
|
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20,000
|
|
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Legal fees and expenses
|
|
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225,000
|
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Miscellaneous
|
|
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115,652
|
|
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Total
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$
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480,000
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Item 14. Indemnification of Directors and Officers.
Our certificate of
incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified
by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.
Section 145 of
the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.
Section 145.
Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation
shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted
in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b) A corporation
shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent
that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection therewith.
(d) Any indemnification
under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less
than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses
(including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’
fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if
any, as the corporation deems appropriate.
(f) The indemnification
and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as
to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under
a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action,
suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of
such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
(g) A corporation
shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would
have the power to indemnify such person against such liability under this section.
(h) For purposes
of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes
of this section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving
at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the corporation” as referred to in this section.
(j) The indemnification
and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court
of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
In accordance with
Section 102(b)(7) of the DGCL, our certificate of incorporation, will provide that no director shall be personally liable
to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the
extent such limitation on or exemption from liability is not permitted under the DGCL unless they violated their duty of loyalty
to the Company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments
of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors.
The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through
stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary
duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by
Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder
to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If the DGCL is amended
to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our certificate
of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent
authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our certificate of incorporation limiting or eliminating
the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent
therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits
us to further limit or eliminate the liability of directors on a retroactive basis.
Our certificate of
incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current
and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving
as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an
employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative
or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines,
ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection
with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to our certificate of incorporation
will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our
board of directors, except for proceedings to enforce rights to indemnification.
The right to indemnification
conferred by our certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred
in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however,
that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer
or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director,
to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses
under our certificate of incorporation or otherwise.
The rights to indemnification
and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation
may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested
directors, or otherwise.
Any repeal or amendment
of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in
law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only,
except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis,
and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or
adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption
of such inconsistent provision. Our certificate of incorporation will also permit us, to the extent and in the manner authorized
or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our certificate of
incorporation.
Our bylaws, which
we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement of expenses
and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide
for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full
by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect
us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any
expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or
loss under the DGCL.
Any repeal or amendment
of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in
applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act
or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
Pursuant to the Underwriting
Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriters and the Underwriters
have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered Securities.
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|
•
|
On January 1, 2020, our sponsor purchased 2,156,250 shares,
which we refer to herein as “founder shares” or “insider shares,” 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 our sponsor. The founder shares include an aggregate of up to 281,250 shares that are subject to forfeiture to the extent that
the underwriters’ over-allotment option is not exercised in full or in part. Because these offers and sales were made to
a single purchaser in a transaction not involving a public offering, the shares were issued in reliance on the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
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|
|
•
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LifeSci Holdings LLC, our sponsor,
has committed to purchase from us an aggregate of 3,033,333 warrants, or “private warrants,” at $0.90 per warrant for
a total purchase price of $2,730,000. Each private warrant is exercisable for one (1) share of common stock at an exercise
price of $11.50 per warrant. The private warrants will become exercisable on the later of the completion of our initial business
combination and 12 months from the closing of this offering and will expire five years after the effective date of the registration
statement of which this prospectus forms a part. This purchase will take place on a private placement basis simultaneously with
the consummation of this offering. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters,
it will purchase from us at a price of $0.90 per warrant an additional number of private warrants (up to a maximum of 250,000 private
warrants) in an amount that is necessary to maintain in the trust account $10.00 per share sold to the public in this offering.
These additional private warrants will be purchased in a private placement that will occur simultaneously with the purchase of
shares resulting from the exercise of the over-allotment option. Because this offer and sale is being made to a single purchaser,
the sale does not involve a public offering and is being made in reliance on the exemption from registration contained in Section 4(a)(2) of
the Securities Act. Of the $2,730,000 (or $2,955,000 if the over-allotment option is exercised in full) we will receive from the
sale of the private warrants, $1,980,000 (or $2,205,000 if the over-allotment option is exercised in full) will be used for offering
expenses and $750,000 will be used for working capital.
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No underwriting discounts
or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a) The
following exhibits are filed as part of this Registration Statement:
Item 17. Undertakings.
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|
(a)
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The
undersigned registrant hereby undertakes to provide to the underwriters at the closing
specified in the underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to each purchaser.
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|
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(b)
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Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such
issue.
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(c) The
undersigned registrant hereby undertakes that:
(1) For the purpose
of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such date of first use.
(2) For the purpose
of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned
registrant;
(iii) The portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(d) The
undersigned registrant hereby undertakes that:
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|
(1)
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For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
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|
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(2)
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For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, on the 17th day of November, 2020.
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LIFESCI ACQUISITION II CORP.
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By:
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/s/ Andrew McDonald
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Name:
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Andrew McDonald
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Andrew McDonald his or her true and lawful attorney-in-fact,
with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities
to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Name
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Position
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Date
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/s/ Andrew McDonald
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Chairman and Chief Operating Officer
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November 17, 2020
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Andrew McDonald
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(Principal executive officer) and Director
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/s/ David Dobkin
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Chief Financial Officer (Principal financial and
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November 17, 2020
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David Dobkin
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accounting officer), Head of Strategy and Director
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/s/ Michael Rice
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Chief Operating Officer (Principal financial and Director
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November 17, 2020
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Michael Rice
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Exhibit 1.1
7,500,000 Shares of Common Stock
LIFESCI ACQUISITION II CORP.
UNDERWRITING AGREEMENT
New York, New York
[_____], 2020
LifeSci Capital LLC
As Representatives of the Underwriters
named on Schedule A hereto
c/o LifeSci Capital LLC
250 West 55th Street, 34th Floor
New York, New York 10019
c/o Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
New York, NY 10172
Ladies and Gentlemen:
LifeSci Acquisition
II Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with LifeSci Capital LLC and
Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (the “Representatives”) and with the other
underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives
(the Representatives and such other underwriters being collectively referred to herein as the “Underwriters”
or, each underwriter individually, an “Underwriter”) as follows. The Company hereby confirms its engagement
of Ladenburg as, and Ladenburg hereby confirms its agreement with the Company to render services as, the “qualified independent
underwriter” (“QIU”), within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) with respect to the offering and sale of the Public Securities and on the terms set forth herein.
Ladenburg hereby consents to the reference to it as QIU set forth under the heading “Underwriting (Conflicts of Interest)”
in the Preliminary Prospectus and the Prospectus (as defined herein) and any amendment or supplement thereto.
1. Purchase
and Sale of Securities.
1.1. Shares.
1.1.1 Purchase
of Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 7,500,000
shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common
Stock”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Share. The Underwriters, severally and
not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule
A. The Underwriters shall offer the Firm Shares to the public (the “Offering”) at the offering price of
$10.00 per Firm Share, it being understood that the offering price is not in excess of the price recommended by the QIU.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Shares shall be made at 10:00 A.M., New York time, on the second
(2nd) Business Day (as defined below) following the commencement of trading of the Firm Shares at the offices of
the Representatives, or at such earlier time and/or such other place as agreed upon by the Representatives and the Company.
The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery and
payment for the Firm Shares is referred to herein as the “Closing Date.” Payment for the Firm Shares shall
be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer in
Federal (same day) funds. On the Closing Date, an aggregate of $75,000,000 of the net proceeds from the sale of the Firm
Shares and from Private Warrants (as defined below) simultaneously being separately sold to the Sponsor by the Company shall
be deposited into the trust account (the “Trust Account”) established by the Company for the benefit of
the Public Stockholders (as defined below), as described in the Registration Statement (as defined in Section
2.1.1 below) and pursuant to the terms of an Investment Management Trust Agreement (the “Trust
Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST&T”)
substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expenses
and fees payable pursuant to this Agreement) shall be paid to the order of the Company on the Closing Date upon delivery of
certificates representing the Firm Shares (in form and substance reasonably satisfactory to the Representatives) or through
the facilities of DTC for the account of the Representatives. The Firm Shares shall be registered in such name or names and
in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the
Closing Date. The Company will permit the Representatives to examine and package the Firm Shares for delivery at least one
(1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except
upon tender of payment by the Representatives for all the Firm Shares. As used herein, the term “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to
“stay at home”, “shelter-in-place”, “non-essential employee” or any other similar
orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long
as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York City are generally
are open for use by customers on such day, and the term “Public Stockholders” means the holders of
Common Stock sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined
in Section 2.14 below) to the extent they acquire such Common Stock in the Offering or in the aftermarket
(and solely with respect to such shares).
1.2. Over-Allotment
Option
1.2.1. Grant
of Option. The Representatives shall have the option (the “Over-Allotment Option”) to purchase up to an
additional 1,125,000 shares of Common Stock (the “Option Shares”) solely for the purposes of covering any over-allotments
in connection with the distribution and sale of the Firm Shares. Such Option Shares shall, at the Representatives’ election,
be purchased for each account of the several Underwriters in the same proportion as the number of Firm Shares set forth opposite
such Underwriter’s name on Schedule A hereto (subject to adjustment by the Representatives to eliminate
fractional Option Shares). Such Option Shares shall be identical in all respects to the Firm Shares. The Firm Shares and the Option
Shares are hereinafter collectively referred to as the “Shares” or the “Public Securities.”
No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.
The right to purchase the Option Shares, or any portion thereof, may be exercised from time to time and to the extent not previously
exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. The purchase price to
be paid for each Option Share (net of discounts and commissions) will be $9.80 per Option Share.
1.2.2. Exercise
of Option. The Over-Allotment Option may be exercised by the Representatives
as to all or any part of the Option Shares at any time and from time to time within forty-five (45) days after the Effective Date
(as defined in Section 2.1.1 below). The Representatives will not be under any obligation to purchase any Option
Shares prior to the exercise of the Over-Allotment Option. The Over-Allotment Option may be exercised by oral notice from the Representatives
to the Company, which must be confirmed in accordance with the notice provisions of Section 10.1 herein, setting
forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares, if other
than the Closing Date, which date shall not be earlier than the Closing Date or later than ten (10) full Business Days after the
date of the notice (the “Option Closing Date”), at the offices of the Representatives, or at such other time
and place as shall be agreed upon by the Company and the Representatives. Upon exercise of the Over-Allotment Option, the Company
will become obligated to convey to the Representatives, and, subject to the terms and conditions set forth herein, the Representatives
will become obligated to purchase, the number of Option Shares specified in such notice.
1.2.3. Payment
and Delivery. Payment for the Option Shares shall be made on the Option Closing Date at the Representatives’
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing
House funds, payable as follows: $9.80 per Option Share shall be deposited in the Trust Fund pursuant to the Trust Agreement
upon delivery of certificates representing the Option Shares (in form and substance satisfactory to the Representatives), or
through the facilities of DTC for the account of the Underwriters. The Option Shares shall be registered in such names and in
such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the
Closing Date or the Option Closing Date, as the case may be. The Company will permit the Representatives to examine and
package the Option Shares for delivery at least one (1) full Business Day prior to the Closing Date or the Option Closing
Date, as the case may be.
1.3. Intentionally
Omitted.
1.4. Private
Placements.
1.4.1. On January 1,
2020, the Company issued to LifeSci Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate
of 2,156,250 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor transferred
215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”).
No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider
Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement
(as defined in Section 2.24.3 below). The Initial Stockholders shall have no right to any liquidation distributions
with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering
into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required
time period. The Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall the Initial
Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business
Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such
number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is necessary to maintain the Initial Stockholders’
20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the
Underwriters’ Over-Allotment Option but excluding the purchase of any shares in the Offering.
1.4.2. Simultaneously
with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to the Subscription Agreement
(as defined in Section 2.24.2 below), an aggregate of 3,033,333 warrants (the “Private Warrants”), at a purchase
price of $0.90 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from
registration under the Act. The terms of the Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below).
No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.
The Sponsor has also agreed that, in the event the Representatives have exercised the Over-allotment Option, the Sponsor will purchase
up to 250,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the
sale of such additional Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.10 per
Public Share sold in the Offering. The purchase price for the Private Warrants shall have been delivered to CST&T or counsel
for the Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that
such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case
may be.
1.5. Working
Capital; Trust Account Proceeds.
1.5.1. Working
Capital. Upon consummation of the Offering, approximately $750,000 of the net proceeds from the sale of the Firm Shares and
Private Warrants shall be released to the Company to fund the working capital requirements of the Company.
1.5.2. Trust
Account Proceeds. Interest income on the funds held in the Trust Account may be released to the Company from the Trust Account
in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the
Prospectus.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters and to the QIU as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement and any amendments thereto, on Form S-1 (File No. 333-249480), including any related preliminary prospectus
(the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately
prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Act, which registration
statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements
of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. Except
as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration
statement shall have become effective (“Effective Date”), including the prospectus, financial statements, schedules,
exhibits, and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company, if applicable,
pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”),
is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective
Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to
be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations),
is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as
used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared
a preliminary prospectus, dated October 14, 2020, for distribution by the Underwriters (the “Statutory Prospectus”).
Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company
and the Commission, no other document with respect to the Registration Statement has been filed under the Act with the Commission.
All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration
Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company
or the Representatives determines that at the Time of Sale the Statutory Prospectus included an untrue statement of a material
fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading and agrees to provide an opportunity to purchasers of the Firm Shares to terminate their old
purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional
information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number
001-[_____]) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of the Common Stock. The registration of the Common Stock under the Exchange Act has been declared effective by the Commission
on the date hereof.
2.2. No Stop
Orders, etc. Neither the Commission nor, to the Company’s knowledge, any foreign or state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Statutory Prospectus or Prospectus
or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such
an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any
post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the
Registration Statement, the Statutory Prospectus, and the Prospectus contained or will contain all material statements that
are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects,
conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration
Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date
of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto)
will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale,
the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the representation and warranty made in
this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in
conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly
for use in the Registration Statement, the Statutory Prospectus, or Prospectus, or any amendment thereof or supplement
thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsections titled
“Pricing of Securities,” “Regulatory Restrictions on Purchase of Securities” and “Resale
Restrictions” included in the section captioned “Underwriting.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus, and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be
described in the Registration Statement, the Statutory Prospectus, or the Prospectus, or to be filed with the Commission as exhibits
to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party, or by which its property or business is or may be bound or affected, and that is
referred to in the Registration Statement or attached as an exhibit thereto or that is material to the Company’s business,
has been duly and validly executed by the Company, is in full force and effect in all material respects, and is enforceable against
the Company and, to the Company’s knowledge, the other parties thereto, in all material respects in accordance with its terms,
except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal,
and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and
none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge,
any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the
lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge,
performance by the Company of the material provisions of such agreements or instruments will not result in a material violation
of any existing applicable law, rule, regulation, judgment, order, or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental
laws and regulations.
2.3.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the
benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Statutory Prospectus, and the Prospectus concerning the effects of foreign,
federal, state and local regulation on the Company’s business as currently contemplated are correct in all material respects
and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading.
2.4. Changes
after Dates in Registration Statement.
2.4.1. No Material
Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Statutory
Prospectus, and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change
in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions entered
into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors
or management has resigned from any position with the Company; and (iv) no event or occurrence has taken place which materially
impairs, or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of
directors or management to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus,
and the Prospectus.
2.4.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Statutory Prospectus, and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, WithumSmith+Brown, P.C. (“Withum”),
whose report is filed with the Commission as part of the Registration Statement and included in the Registration Statement, the
Statutory Prospectus, and the Prospectus, are independent registered public accountants as required by the Act, the Regulations,
and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated
by such entity. To the Company’s knowledge, Withum is duly registered and in good standing with the PCAOB. Withum has
not, during the periods covered by the financial statements included in the Registration Statement, the Statutory Prospectus, and
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.6. Financial
Statements; Statistical Data.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Statutory Prospectus, and the Prospectus, fairly present in all material respects the financial position and the results of
operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared
in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout
the periods involved; and the supporting schedules included in the Registration Statement present fairly in all material respects
the information required to be stated therein in conformity with the Regulations. To the best of the Company’s knowledge,
no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the Statutory Prospectus, or the Prospectus. The Registration Statement, the Statutory Prospectus, and the Prospectus
disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, prospects, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. To the best of the Company’s knowledge, there are no pro forma
or as adjusted financial statements which are required to be included in the Registration Statement, the Statutory Prospectus,
or the Prospectus in accordance with Regulation S-X of the Regulations which have not been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus,
and/or the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, etc. The Company had at the date or dates indicated in each of the Registration Statement, the Statutory
Prospectus, and the Prospectus, as the case may be, duly authorized, issued, and outstanding capitalization as set forth in the
Registration Statement, the Statutory Prospectus, and the Prospectus. Based on the assumptions stated in the Registration
Statement, the Statutory Prospectus, and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization
set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus,
on the Effective Date, on the Closing Date and on the Option Closing Date, if any, there will be no options, warrants, or other
rights to purchase or otherwise acquire any authorized, but unissued Common Stock or any security convertible into Common Stock,
or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.
2.8. Valid
Issuance of Securities, etc.
2.8.1. Outstanding
Securities. All issued and outstanding Insider Shares have been duly authorized and validly issued and are fully paid
and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability
by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of
any security of the Company or similar contractual rights granted by the Company. The outstanding Insider Shares conform to the
descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus. All offers, sales,
and any transfers of the outstanding Insider Shares were at all relevant times either registered under the Act and the applicable
state securities or Blue Sky laws or exempt from such registration requirements.
2.8.2. Public
Securities. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance
with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject
to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action
required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The
Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory
Prospectus, and the Prospectus, as the case may be.
2.8.3. [Intentionally
Omitted].
2.8.4. [Intentionally
Omitted].
2.8.5. Private
Warrants. The Private Warrants and the shares of Common Stock underlying the Private Warrants have been duly authorized and
reserved for issuance and when issued and paid for in accordance with the Subscription Agreement and the Warrant Agreement, will
be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by
reason of being such holders; the Private Warrants and the shares of Common Stock underlying the Private Warrants are not and will
not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by
the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and
the shares of Common Stock underlying the Private Warrants has been duly and validly taken. The Private Warrants conform
in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the
Prospectus, as the case may be.
2.8.6. No Integration.
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are
required to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities
pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus, and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below),
the Trust Agreement, the Subscription Agreement, the Escrow Agreement, the Business Combination Marketing Agreement (as defined
in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration
Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”) have
been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto,
will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal
and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.11. No Conflicts,
etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions therein contemplated, and the compliance by the Company with the terms thereof do not and will not, with or
without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the
terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any
lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,
covenant, or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust
Agreement; (ii) result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company (collectively
as amended, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation,
judgment, order, or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any
of its properties, business or assets.
2.12. No Defaults;
Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan, or credit agreement, or any other agreement
or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is
a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company
is not in violation of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable
law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its properties or businesses.
2.13. Corporate
Power; Licenses; Consents.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates, and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Statutory Prospectus, and the
Prospectus. The disclosures in the Registration Statement, the Statutory Prospectus, and the Prospectus concerning the effects
of foreign, federal, state, and local regulation on this Offering and the Company’s business purpose as currently contemplated
are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation and
except as described in the Registration Statement, the Company has conducted no business and has incurred no liabilities other
than in connection with its formation and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out
the provisions and conditions hereof, and all consents, authorizations, approvals, and orders required in connection herewith have
been obtained. No consent, authorization, or order of, and no filing with, any court, government agency, or other body, foreign
or domestic, is required for the valid issuance, sale, and delivery, of the Public Securities and the consummation of the transactions
and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus,
and Prospectus, except with respect to applicable foreign, federal, and state securities laws and the rules and regulations promulgated
by FINRA.
2.14. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed immediately prior
to the initial filing of the Registration Statement and provided to the Representatives (the “Questionnaires”)
by each of the Company’s officers, directors, 5% beneficial owners, and, other than the Representatives, owners of unregistered
securities acquired within the past 180 days (the “Respondents”), as such Questionnaires may have been updated
from time to time and confirmed by each of the Respondents, as well as the biographies previously provided to the Representatives,
is true and correct and the Company has not become aware of any information which would cause the information disclosed in the
Questionnaires to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation, or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any of the Respondents, which has not been disclosed in the Registration Statement, the Statutory Prospectus, and the
Prospectus.
2.16. Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under
the laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings,
business, or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) (a “Material
Adverse Effect”).
2.17. No
Consideration of a Business Combination. Prior to the date hereof, no Respondent has, and as of the Closing Date, the
Company and such Respondents will not have: (a) had any specific Business Combination under consideration; or (b) directly or
indirectly, contacted any prospective target business which the Company may seek to acquire (each, a “Target
Business”) or had any substantive discussions, formal or otherwise, with respect to effecting any potential
Business Combination with the Company.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. To the Company’s
knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each of
the Respondents and provided to the Representatives, as such FINRA Questionnaires may have been updated from time to time and confirmed
by each of the Respondents, is true and correct and the Company has not become aware of any information which would cause the information
disclosed in the FINRA Questionnaires to become inaccurate and incorrect.
2.18.2. Except as described
in the Registration Statement, the Statutory Prospectus, and the Prospectus, there are no claims, payments, arrangements, agreements,
or understandings relating to the payment of a finder’s, consulting, or origination fee by the Company or any Respondent
with respect to the sale of the Public Securities hereunder or any other arrangements, agreements, or understandings of the Company
or, to the Company’s knowledge, any Respondent that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.3. Except as described
herein or in the Registration Statement, the Statutory Prospectus, and the Prospectus, the Company has not made any direct or indirect
payments (in cash, securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee, or otherwise, in consideration
of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company;
(ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any
FINRA member, within the 180-day period prior to the initial filing date of the Registration Statement with the Commission.
2.18.4. To the Company’s
knowledge, except as set forth in the FINRA Questionnaires, no Respondent is a member of FINRA or a person associated or affiliated
with a member of FINRA.
2.18.5. To the Company’s
knowledge, except as set forth in the FINRA Questionnaires, no Respondent is an owner of stock or other securities of any member
of FINRA (other than securities purchased in the open market).
2.18.6. To the Company’s
knowledge, except as set forth in the FINRA Questionnaires, no Respondent has made a subordinated loan to any member of FINRA.
2.18.7. No proceeds from
the sale of the Public Securities or Private Warrants (excluding underwriting compensation) will be paid to any FINRA member, or
any persons associated or affiliated with a member of FINRA, except as specifically authorized herein.
2.18.8. The Company has
not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter
in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial
filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement, the Statutory
Prospectus, and the Prospectus.
2.18.9. To the Company’s
knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued
within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship
or affiliation or association with any member of FINRA.
2.18.10. To the
Company’s knowledge, Ladenburg has been engaged as a QIU because LifeSci Capital is intending to participate in the Offering
and has a conflict of interest (as defined by FINRA rules) with the Company.
2.18.11. Except
with respect to the Representatives in connection with the Offering, the Company has not entered into any agreement or
arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day
period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement
provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities
from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential
underwriters in the Offering and/or any related persons.
2.19. Taxes.
2.19.1. There are no
transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company
of the Public Securities.
2.19.2. The Company has
filed all U.S. federal, state, and local tax returns that are required to be filed or has requested extensions thereof, except
in any case in which the failure to so file would not have a Material Adverse Effect, and has paid all taxes required to be paid
by it and any other assessment, fine, or penalty levied against it, to the extent that any of the foregoing is due and payable,
except for any such assessment, fine, or penalty that is currently being contested in good faith or as would not have a Material
Adverse Effect.
2.20. Foreign
Corrupt Practices Act. Neither the Company nor any of the Respondents or any other person acting on behalf of the Company
is aware of or has taken any action, directly or indirectly, that: (i) would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or otherwise
subject the Company to any damage or penalty in any civil, criminal, or governmental litigation or proceeding; (ii) if not done
in the past, might reasonably be expected to have had a Material Adverse Effect or (iii) if not continued in the future, might
reasonably be expected to materially and adversely affect the assets, business, or operations of the Company. The foregoing includes,
without limitation, giving or agreeing to give any money, gift, or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee, or agent of a customer or supplier, or official or employee
of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may
be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction).
The Company’s internal accounting controls and procedures are sufficient to cause the Company to comply with the FCPA.
2.21. Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in material
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder, and
any related or similar rules, regulations, or guidelines, issued, administered, or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit, or proceeding by or before any court or governmental agency,
authority, body, or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company, threatened.
2.22. Bank
Secrecy Act; Money Laundering; Patriot Act. Neither the Company, nor to the Company’s knowledge, any Respondent, has
violated: (i) the Bank Secrecy Act, as amended, (ii) the Money Laundering Laws or (iii) the Uniting and Strengthening of America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and
regulations promulgated under any such law, or any successor law.
2.23. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representatives
or to their counsel shall be deemed a representation and warranty by the Company to the Underwriters and the QIU as to the matters
covered thereby.
2.24. Agreements
with Company Affiliates and Others.
2.24.1. Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights
generally, (ii) as enforceability of any indemnification contribution provision may be limited under foreign, federal, and
state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be
brought) in the form annexed as an exhibit to the Registration Statement (the “Insider Letters”),
pursuant to which each of the Respondents agrees to certain matters, including but not limited to, the voting of Common Stock
held by them and certain matters described as being agreed to by them under the “Proposed Business”
section of the Registration Statement, the Statutory Prospectus, and Prospectus.
2.24.2. Subscription
Agreement. The Sponsor has executed and delivered a private placement warrants subscription agreement, the form of which is
annexed as an exhibit to the Registration Statement (the “Subscription Agreement”), pursuant to which the Sponsor
has agreed, among other things, to purchase on the Closing Date the Private Warrants in the Private Placement.
2.24.3. Escrow
Agreement. The Company has caused the Sponsor to enter into an escrow agreement (the “Escrow Agreement”)
with CST&T substantially in the form filed as an exhibit to the Registration Statement whereby the Insider Shares will be held
in escrow by CST&T for a period (the “Escrow Period”) commencing on the Effective Date and expiring (i)
with respect to 50% of the Insider Shares, on the earlier of the six month anniversary of the consummation of the Business Combination
and the date on which the closing price of the Common Stock exceeds $12.50 per share (as adjusted for share splits, share dividends,
reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of the
Business Combination, and (ii) with respect to the remaining 50% of the Insider Shares, on the six month anniversary of the consummation
of the Business Combination, or earlier in each case in certain limited situations. During the Escrow Period, such parties shall
be prohibited from selling or otherwise transferring such Insider Shares, except in certain limited circumstances set forth in
the Escrow Agreement. To the Company’s knowledge, the Escrow Agreement is enforceable against the Sponsor and will not, with
or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with, any of the terms and provisions
of, or constitute a default under, an agreement or instrument to which the Sponsor is a party.
2.24.4. Non-Competition/Solicitation.
To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with
any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a
director or officer of the Company, as applicable.
2.24.5. Loans
and Advances. The Sponsor has made a promissory note to the Company in the aggregate amount of up to $175,000, as described
in the Registration Statement (the “Insider Loan”). The Insider Loan does not bear any interest and is repayable
by the Company on the consummation of the Offering.
2.24.6. Registration
Rights Agreement. The Company and the Initial Stockholders have entered into a registration rights agreement (“Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the Initial
Stockholders will be entitled to certain registration rights with respect to its securities, as set forth in such Registration
Rights Agreement and described more fully in the Registration Statement.
2.25. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the
Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which
the funds held in the Trust Account may be released under limited circumstances. The Trust Agreement shall not be amended, modified,
or otherwise changed in any way that modifies the rights or obligations of the Company without the prior written consent of the
Representatives.
2.26. Business
Combination Marketing Agreement. The Company and the Representatives have entered into a separate business combination marketing
agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing
Agreement”).
2.27. Intentionally
Omitted.
2.28. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940
(“Investment Company Act”)) of the Company’s total assets (exclusive of cash items and
“Government Securities,” as defined in Section 2(a)(16) of the Investment Company Act) consist of, and no more
than 45% of the Company’s net income after taxes is derived from, securities other than Government Securities.
2.29. Investment
Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated and
the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.30. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust, or other
business entity.
2.31. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Respondent,
on the one hand, and any customer or supplier of the Company or any Respondent, on the other hand, which is required by the Act,
the Exchange Act, or the Regulations to be described in the Registration Statement, the Statutory Prospectus, and the Prospectus,
which is not so described. There are no outstanding loans, advances, or guarantees of indebtedness by the Company to or for the
benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the
Registration Statement, the Statutory Prospectus, and the Prospectus. The Company has not extended or maintained credit, arranged
for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer
of the Company.
2.32. No Influence.
The Company has not offered, or caused the Underwriters to offer, the Firm Shares to any person or entity with the intention of
unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or
publish favorable information about the Company or any such affiliate.
2.33. Sarbanes-Oxley.
The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“SOX”),
and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any governmental
or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.34. Nasdaq
Eligibility. As of the Effective Date, the Public Securities have been approved for listing on the Nasdaq Capital Markets (“Nasdaq”),
subject to official notice of issuance and evidence of satisfactory distribution. There is and has been no failure on the part
of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with (as and when applicable),
and immediately following the effectiveness of the Registration Statement the Company will be in compliance with, the Nasdaq Marketplace
Rules, as amended.
2.35. Emerging
Growth Status. From the date of the Company’s formation through the date hereof, the Company has been and is an “emerging
growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.36. Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute
an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405. The Company (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning
of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has
not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representatives and individuals
engaged by the Representatives. The Company has not distributed any written Testing-the-Waters Communications other than those
listed on Schedule B hereto. As used herein, “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
2.37. Disclosure
Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined under
Rule 13a-15(e) under the Exchange Act to the extent required by such rule).
2.38. Definition
of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the Company’s executive officers and directors, with the assumption that such officers and directors
shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representatives, prior to filing, any amendment or supplement
to the Registration Statement or Prospectus proposed to be filed after the Effective Date and shall not file any such amendment
or supplement to which the Representatives shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Statutory Prospectus and/or the Prospectus, as then amended or supplemented, includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary during such
period to amend the Registration Statement or amend or supplement the Statutory Prospectus and Prospectus to comply with the Act,
the Company will notify the Representatives promptly and prepare and file with the Commission, subject to Section 3.1 hereof,
an appropriate amendment to the Registration Statement or amendment or supplement to the Statutory Prospectus and Prospectus (at
the expense of the Company) so as to correct such statement or omission or effect such compliance.
3.2.2. Filing
of Final Prospectus. The Company will promptly file the Prospectus (in form and substance satisfactory to the Representatives)
with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five years from the Effective Date (except in connection with a going private transaction),
or until such earlier time upon which the Trust Account is to be liquidated if a Business Combination has not been consummated
as required by its Charter Documents (the “Termination Date”), the Company (i) will use its best efforts to
maintain the registration of the Common Stock under the provisions of the Exchange Act and (ii) will not deregister the Common
Stock under the Exchange Act without the prior written consent of the Representatives.
3.2.4. Free Writing
Prospectuses. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an
issuer free writing prospectus, as defined in Rule 433 under the Act.
3.2.5. Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of SOX and the rules and regulations promulgated thereunder and related
or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over
the Company.
3.3. Emerging
Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth
Company at any time prior to the earlier of five years after the consummation of the Company’s initial Business Combination,
or the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date.
3.4. Delivery
of Materials to Underwriters. The Company will deliver to each of the Underwriters, without charge and from time to time
during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each
Statutory Prospectus, the Prospectus, and all amendments and supplements to such documents as such Underwriters may reasonably
request.
3.5. Effectiveness
and Events Requiring Notice to the Representatives. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public
Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;
(iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event during the period described in this Section 3.5 that, in the judgment of the Company or its counsel,
makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus, or the Prospectus untrue or
that requires the making of any changes in the Registration Statement, the Statutory Prospectus, and Prospectus in order to make
the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which
they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order
or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such
order.
3.6. Review
of Financial Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust
Account if a Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly
engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of
the first three fiscal quarters prior to the announcement of quarterly financial information and the filing of the Company’s
Form 10-Q quarterly report.
3.7. Affiliated
Transactions.
3.7.1. Business
Combinations. The Company will not consummate a Business Combination with an entity that is affiliated with any Respondent
unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent firm
that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination
is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent
directors (if there are any) approve such transaction.
3.7.2. Compensation.
Except as disclosed in the Registration Statement, the Company shall not pay any Respondent or any of their affiliates any fees
or compensation for services rendered to the Company prior to, or in connection with, either this Offering or the Business Combination.
3.8. Secondary
Market Trading and Mergent. If the Company does not maintain the listing of the Public Securities on Nasdaq or another national
securities exchange, the Company will (i) apply to be included in Mergent Manuals and News Reports for a period of five years from
the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary
market trading exemption for the Company’s securities in the State of California, and (iii) take such other action as may
be reasonably requested by the Representatives to obtain a secondary market trading exemption in such other states as may be requested
by the Representatives; provided that no qualification shall be required in any jurisdiction where, as a result thereof, the Company
would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.
3.9. Investor
Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
an investor relations firm with the expertise necessary to assist the Company both before and after the consummation of the Business
Combination for a term to be agreed upon by the Company and the Representatives.
3.10. Reports
to the Representatives.
3.10.1. Periodic
Reports, etc. For a period of five years from the Effective Date or until the Termination Date or such earlier time upon
which the Company is required to be liquidated and dissolved, the Company will furnish to the Representatives and their counsel
copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Representatives: (i) a copy of each periodic report the
Company is required to file with the Commission; (ii) a copy of every press release and every news item and article with respect
to the Company or its affairs which was released by the Company; (iii) a copy of each Current Report on Form 8-K and any Schedules
13D, 13G, 14D-1, or 13E-4 received or prepared by the Company; (iv) five copies of each registration statement filed by the Company
with the Commission under the Act; and (v) such additional documents and information with respect to the Company and the affairs
of any future subsidiaries of the Company as the Representatives may from time to time reasonably request; provided that the Representatives
shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to
the Representatives and their counsel in connection with the Representatives’ receipt of such information. Documents filed
with the Commission pursuant to Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be
deemed to have been delivered to the Representatives pursuant to this section.
3.10.2. For a period
of five years following the Effective Date or until the Termination Date or such earlier time upon which the Company is required
to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representatives. CST&T is acceptable
to the Underwriters.
3.11. Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the
extent not paid at Closing Date, including, but not limited to: (i) the preparation, printing, filing, and mailing (including
the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus, and the final Prospectus
and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements
thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance,
and delivery of the Firm Shares, Option Shares, Private Warrants and the underlying Common Stock, including any transfer or other
taxes payable thereon; (iii) Nasdaq filing fees or, if necessary, the qualification of the Public Securities under state or foreign
securities or Blue Sky laws; (iv) fees and expenses (including legal fees of the Representatives’ counsel not to exceed
$[15,000]) incurred in registering the Offering with FINRA; (v) fees and disbursements of the transfer and warrant agent; (vi)
the preparation and delivery of transaction “bibles, and lucite cube “mementos” or similar commemorative items
in a style and quantity as reasonably requested by the Representatives (not to exceed $[3,000]); (vii) all costs and expenses
of the Company associated with “road show” marketing and “due diligence” trips for the Company’s
management to meet with prospective investors, including without limitation, all travel, food, and lodging expenses associated
with such trips incurred by the Company or such management; and (viii) all other costs and expenses customarily borne by an issuer
incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.11.
The Company also agrees that it will pay for an investigative search firm of the Representatives’ choice to conduct an investigation
of the principals of the Company as shall be mutually selected by the Representatives and the Company (not to exceed $[3,500]
per individual). If the Offering is consummated, the Representatives may deduct from the net proceeds of the Offering payable
to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the
Representatives prior to the Closing Date up to a maximum aggregate allowance of $25,000) to be paid by the Company to the Representatives
and others. If the Offering is not consummated for any reason (other than a breach by the Representatives of any of its obligations
hereunder), then the Company shall reimburse the Representatives in full for its out-of-pocket accountable expenses actually incurred
through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representatives.
3.12. Application
of Net Proceeds. The Company will apply the net proceeds from this Offering received by it in a manner substantially
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.13.
Delivery of Earnings Statements to Security Holders. The Company will make generally available to its
security holders as soon as practicable, but not later than the first day of the sixteenth full calendar month following the
Effective Date, an earnings statement (which need not be certified by independent public or independent certified public
accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under
Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after the Effective
Date.
3.14. Notice
to FINRA.
3.14.1. Assistance
with Business Combination. For a period of sixty (60) days following the Effective Date, in the event any person or entity
(regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination
candidate or to provide any similar Business Combination-related services, the Company will provide the following information (the
“Business Combination Information”) to the Representatives: (i) complete details of all services
and copies of agreements governing such services (which details or agreements may be appropriately redacted to account for privilege
or confidentiality concerns); and (ii) justification as to why the person or entity providing the Business Combination-related
services should not be considered an “underwriter and related person” with respect to the Company’s initial public
offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure
of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting
stockholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to
the Representatives, the Company hereby expressly authorizes the Representatives to provide such information directly to FINRA
as a result of representations the Representatives have made to FINRA in connection with the Offering.
3.14.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify the Representatives and the QIU.
3.15. Stabilization. Neither
the Company, nor, to its knowledge, any of its employees, officers, directors, or stockholders has taken or will take, directly
or indirectly, (without the consent of the Representatives) any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Public Securities.
3.16. Internal
Controls. From and after the Closing Date, the Company will maintain a system of internal accounting controls sufficient
to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance
with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.
3.17. Accountants.
For a period of five years from the Effective Date or until the Termination Date or such earlier time upon which the Trust Account
is required to be liquidated, the Company shall retain Withum or other independent public accountants reasonably acceptable
to the Representatives.
3.18. Form
8-K’s. The Company has retained Withum to audit the balance sheet of the Company as of the Closing Date (the “Audited
Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering and the Private Placements.
Within four (4) Business Days of the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which
Report shall contain the Company’s Audited Balance Sheet. If the Over-Allotment Option has not been exercised on the Effective
Date, the Company will also file an amendment to the Form 8-K, or a new Form 8-K, to provide updated financial information of the
Company to reflect the exercise and consummation of the Over-Allotment Option.
3.19. FINRA.
Until the Option Closing Date, if any, the Company shall advise the Representatives if it is aware that any 10% or greater stockholder
of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.
3.20. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.21. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as set forth
in the Trust Agreement as in effect on the date hereof and disclosed in the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates
a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding, or trading
securities.
3.22. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representatives’
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date; provided
that in no event shall the Company be prohibited from issuing any press release or engaging in any other publicity required by
law.
3.23. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representatives, at its expense, promptly, but in no
event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters
in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus,
and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic
format, satisfactory to the Representatives, that may be transmitted electronically by the other Underwriters to offerees and purchasers
of the Common Stock for at least the period during which a Prospectus relating to the Common Stock is required to be delivered
under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except
to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material
shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such
material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to
the Representatives, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future
time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line
time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise
with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of
a request by an investor or his or her representative within the period when a prospectus relating to the Common Stock is required
to be delivered under the Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of
the Prospectus.
3.24. Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public
or private equity or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors
in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
3.25. Nasdaq
Maintenance. Until the consummation of a Business Combination, the Company will use commercially reasonable efforts to maintain
the listing by Nasdaq of the Common Stock.
3.26. Private
Placement Proceeds. On the Closing Date, the Company shall cause to be deposited $2,730,000 of proceeds from the Private Placement
into the Trust Account. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds
from the additional Private Warrants sold on the Option Closing Date into the Trust Account such that the amount of funds in the
Trust Account shall be $10.00 per Public Share sold in the Offering.
3.27. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which
are issuable pursuant to the Private Warrants outstanding from time to time.
3.28.
Testing-the-Waters Communications. If at any time following the distribution of any written Testing-the-Waters
Communication, there occurred or occurs an event or development as a result of which such written Testing-the-Waters
Communication included or would include any untrue statement of a material fact or omitted or would omit to state any
material fact necessary to make the statements therein in light of the circumstances existing at that subsequent time, not
misleading, the Company shall promptly (i) notify the Representatives so that use of the written Testing-the-Waters
Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such written
Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or
supplement to the Representatives in such quantities as may be reasonably requested.
3.29. Business
Combination Limitations. The Company shall not enter into a Business Combination with a target business in the cannabis industry
unless the Company shall have determined that such target business is compliant with all applicable laws and regulations within
the jurisdictions in which it is located or operates. The Company shall not invest in, or consummate a Business Combination with,
a target business that the Company determines has been operating, or whose business plan is to operate, in violation of U.S. federal
laws, including the U.S. Controlled Substances Act.
4. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters and the QIU to purchase and pay for the
Public Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the
Company as of the date hereof and as of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements
of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder
and to the following conditions:
4.1. Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement. The Effective Date of the Registration Statement shall be not later than 5:00 p.m., New York
time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representatives, and,
at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings
for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of
the Commission for additional information shall have been complied with.
4.1.2. FINRA
Clearance. By the Effective Date, the Representatives shall have received a letter from FINRA stating it has no objection
to the terms of the underwriting or the amount of compensation allowable or payable to the Underwriters as described in the Registration
Statement.
4.1.3. No Commission
Stop Order. At the Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending
the use of any Preliminary Prospectus, the Prospectus, or any part thereof, and has not instituted or, to the Company’s knowledge,
threatened to institute any proceedings with respect to such an order.
4.1.4. Nasdaq
Listing. The Public Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence
of satisfactory distribution.
4.2. Company
Counsel Matters.
4.2.1. Opinion
of Company Counsel. On each of the Closing Date or the Option Closing Date, if any, the Representatives shall have received
the favorable opinion (along with negative assurance letter) of Loeb & Loeb LLP, U.S. counsel to the Company, addressed to
the Representatives as representatives for the several Underwriters and in form mutually agreed to by the Company and the Representatives.
4.2.2. Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of
the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent
specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the
Representatives) of other counsel reasonably acceptable to the Representatives, familiar with the applicable laws; and
(ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of
the Company and officers of departments of various jurisdiction having custody of documents respecting the corporate
existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to
the Underwriters’ counsel if requested. The opinions of counsel for the Company and any opinion relied upon by
such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the
Underwriters in its opinion delivered to the Underwriters.
4.3. Cold Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representatives
shall have received a letter, addressed to the Representatives as representatives for the several Underwriters and in form and
substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section
4.3.3 below) to the Representatives from Withum dated, respectively, as of the date of this Agreement and as of the Closing
Date and Option Closing Date, if any:
4.3.1. Confirming that
they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that
they have not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
4.3.2. Stating that in
their opinion the financial statements of the Company included in the Registration Statement and the Prospectus comply as to form
in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
4.3.3. Stating that,
on the basis of a limited review which included a reading of the latest available unaudited interim financial statements of the
Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest
available minutes of the stockholders and board of directors and the various committees of the board of directors, consultations
with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures
and inquiries, nothing has come to their attention which would lead them to believe that: (a) the unaudited financial statements
of the Company included in the Registration Statement and the Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied
on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement,
the Statutory Prospectus and the Prospectus; or (b) at a date immediately prior to the Effective Date or Closing Date, as the case
may be, there was any change in the capital stock or long-term debt of the Company, or any decrease in the stockholders’
equity of the Company as compared with amounts shown in the June 30, 2020 balance sheet included in the Registration Statement,
other than as set forth in or contemplated by the Registration Statement, or, if there was any decrease, setting forth the amount
of such decrease, and (c) during the period from June 30, 2020 to a specified date immediately prior to the Effective Date or Closing
Date, as the case may be, there were any changes in revenues, net earnings (losses), or net earnings (losses) per share of Common
Stock, in each case as compared with the Statement of Operations for the period from December 18, 2019 (inception) to June 30,
2020 included in the Registration Statement, or, if there was any such change, setting forth the amount of such change;
4.3.4. Stating that they
have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement in each case to the extent that such amounts, numbers,
percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company
and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified
readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally
accepted auditing standards) set forth in the letter and found them to be in agreement; and
4.3.5. Statements as
to such other matters incident to the transaction contemplated hereby as the Representatives may reasonably request.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. As of each of the Closing Date and the Option Closing Date, if any, the Representatives shall have
received a certificate of the Company signed by the Chairman of the Board, President, or Chief Financial Officer (in their
capacities as such), to the effect that the Company has performed all covenants and complied with all conditions required by
this Agreement to be performed or complied with by the Company prior to and as of the Closing Date and that the conditions
set forth in this Section 4 have been satisfied as of such date and that, as of Closing Date, the
representations and warranties of the Company set forth in Section 2 hereof are true and correct.
In addition, the Representatives will have received such other and further certificates of officers of the Company as the
Representatives may reasonably request.
4.4.2. Secretary’s
Certificate. As of each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received
a certificate of the Company signed by the President of the Company, certifying: (i) that the Charter Documents are true and complete,
have not been modified and are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and
effect and have not been modified; (iii) all correspondence between the Company or its counsel and the Commission; (iv) all correspondence
between the Company or its counsel and Nasdaq; and (v) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.
4.5. No Material
Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material
adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial
or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory
Prospectus, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against
the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency
wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects,
or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, and
Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have
been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations,
and none of the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto shall
contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which
they were made), not misleading.
4.6. Delivery
of Agreements and Securities. On the Effective Date, the Company shall have delivered to the Representatives executed copies
of the Transaction Documents.
4.7. Private
Warrants. On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided
for in the Subscription Agreement and the purchase price for such securities shall be deposited into the Trust Account.
5. Indemnification.
5.1. Indemnification
of Underwriters and QIU.
5.1.1(a) Indemnification
of Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each
of the Underwriters and each dealer selected by the Representatives that participates in the offer and sale of the Public
Securities (each a “Selected Dealer”) and each of their respective directors, officers, partners and
employees and each person, if any, who controls any such Underwriter or Selected Dealer (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and its
counsel, against any and all loss, liability, claim, damage, and expense whatsoever (including but not limited to any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced
or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriters and the
Company or between any of the Underwriters and any third party or otherwise) to which they or any of them may become subject
under the Act, the Exchange Act, or any other foreign, federal, state, or local statute, law, rule, regulation, or ordinance
or at common law or otherwise or under the laws, rules, and regulation of foreign countries, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary Prospectus, the Registration
Statement, or the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective
amendment or amendments or any new registration statement and prospectus relating to any of the Public Securities; or (iii)
any application or other document or written communication (in this Section 5 collectively called
“application”) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Public Securities under the securities laws thereof or filed with the Commission, any
foreign or state securities commission or agency, Nasdaq (in each case other than statements contained in the section
captioned “Selling Restrictions”); or (iv) the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, unless such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter expressly for
use in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment or supplement thereof, or in
any application, as the case may be, which furnished written information, it is expressly agreed, consists solely of the
information described in the last clause of the last sentence of Section 2.3.1. With respect to any untrue
statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement
contained in this paragraph shall not inure to the benefit of any Underwriter to the extent that any loss, liability, claim,
damage, or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the
person asserting any such loss, liability, claim, or damage at or prior to the written confirmation of sale of the Public
Securities to such person as required by the Act and the Regulations, and if the untrue statement or omission has been
corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with
its obligations under Section 3.4 hereof. The Company agrees promptly to notify the Representatives of the
commencement of any litigation or proceedings against the Company or any of its officers, directors or controlling persons in
connection with the issue and sale of the Public Securities or in connection with the Preliminary Prospectus, the
Registration Statement or the Prospectus.
5.1.1(b)
Indemnification of the QIU. Without limitation of and in addition to its obligations under the other paragraphs of
this Section 5, the Company agrees to indemnify, defend and hold harmless the QIU, its directors, officers, employees and
each controlling person of the QIU, if any, and the successors and assigns of all of the foregoing persons, from and against any
loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the QIU
or any such person may incur, insofar as such loss, damage, expense, liability or claim arises out of or is based upon the QIU’s
acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the
offering contemplated by this Agreement, and the Company agrees to advance and reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, damage,
expense, liability or claim; provided, however, that the Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the QIU specifically
for use in the Registration Statement or Prospectus.
5.1.2. Procedure.
If any action is brought against an Underwriter, the QIU and/or controlling person in respect of which indemnity may be sought
against the Company pursuant to Section 5.1.1, such Underwriter and/or the QIU shall promptly notify the Company
in writing of the institution of such action and the Company shall assume the defense of such action, including the employment
and fees of counsel (subject to the reasonable approval of such Underwriter and/or the QIU) and payment of actual expenses.
Such Underwriter, the QIU and/or controlling person shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of such Underwriter, the QIU and/or such controlling person unless:
(i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection
with the defense of such action; (ii) the Company shall not have employed counsel to have charge of the defense of such action;
or (iii) counsel to such indemnified party or parties shall have reasonably concluded that there may be defenses available to it
or them which are different from or additional to those available to the Company (in which case the Company shall not have the
right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable
fees and expenses of not more than one additional firm of attorneys selected by the Underwriter, the QIU and/or controlling person
shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter, the QIU and/or
controlling person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms
of any settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its
directors, officers, and employees and agents who control the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense
described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in strict
conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the
Underwriter expressly for use in such Registration Statement, Preliminary Prospectus, the Prospectus or any amendment or
supplement thereto or in any such application, which furnished written information, it is expressly agreed, consists solely
of the information described in the last clause of the last sentence of Section 2.3.1. In case any action
shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration
Statement, the Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be
sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and
each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions
of Section 5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person
entitled to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding
the fact that this Section 5 provides for indemnification in such case, or (ii) contribution under the Act,
the Exchange Act, or otherwise may be required on the part of any such person in circumstances for which indemnification is provided
under this Section 5 but is unavailable, then, and in each such case, the Company and the Underwriters shall
contribute to the aggregate losses, liabilities, claims, damages, and expenses of the nature contemplated by said indemnity agreement
incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial
offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no
Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of
this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who
controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights
to contribution as the Underwriters or the Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representatives) of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“contributing party”), notify the contributing party of the commencement thereof, but the omission
to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for
contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies
a contributing party or its representatives of the commencement thereof within the aforesaid fifteen days, the contributing party
will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any
such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action
or proceeding effected by such party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained
in this Section are intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange
Act or otherwise available. The Underwriters’ obligations to contribute pursuant to this Section 5.3 are
several and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Shares. If any Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Shares and if the number of the Firm Shares with respect to which such default relates does not exceed in
the aggregate 10% of the number of Firm Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares
to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective
commitments hereunder.
6.2. Default
Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to
more than 10% of the Firm Shares, the Representatives may, in their discretion, arrange for one or all of them or for another party
or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If within one (1) Business
Day after such default relating to more than 10% of the Firm Shares the Representatives do not arrange for the purchase of such
Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party
or parties satisfactory to the Representatives to purchase said Firm Shares on such terms. In the event that neither the
Representatives nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6,
this Agreement may be terminated by the Representatives or the Company without liability on the part of the Company (except as
provided in Sections 3.11 and 5 hereof) or the several Underwriters (except as provided
in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter
of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Shares to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the
right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to
effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be,
or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration
Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby
be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with
like effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional
Covenants.
7.1. Additional
Shares or Options. Except as described in the Registration Statement, the Company hereby agrees that until the Company
consummates a Business Combination, it shall not issue any Common Stock or any options or other securities convertible into Common
Stock or any shares of preferred stock which participate in any manner in the Trust Account or which vote on a Business Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that, prior to commencing its due diligence investigation of any
Target Business or obtaining the services of any vendor, it will use its best efforts to have such Target Business or vendor acknowledge
in writing, whether through a letter of intent, memorandum of understanding, agreement in principle, or other similar document
(and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus,
and understands that the Company has established the Trust Account, initially in an amount of $75,000,000 for the benefit of the
Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation
of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business
Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company
is unable to consummate a Business Combination within the required time period or (iii) to the Company concurrently with, or after
it consummates a Business Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business
for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may
be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies
of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out
of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B,
respectively.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider
Letters executed between each Respondent and the Representatives and will not allow any amendments to, or waivers of, such Insider
Letters without the prior written consent of the Representatives.
7.4. Tender
Offer, Proxy, and Other Information. The Company shall provide the Representatives with copies of all proxy or tender
offer documentation and other information and all related material sent to Public Stockholders in connection with a Business Combination.
7.5. Rule 419.
The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during
such period.
7.6. Presentation
of Potential Target Businesses. The Company shall cause each of the Respondents to agree that, in order to minimize potential
conflicts of interest which may arise from multiple affiliations, the Respondents will present to the Company for its consideration,
prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier
of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, subject to any pre-existing
fiduciary obligations the Respondents might have.
7.7. Target
Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least
80% of the balance in the Trust Account (excluding any taxes owed) at the time of signing the definitive agreement for the Business
Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the
Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash
flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets
such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm,
or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as
to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have
sufficient fair market value.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties, and agreements
contained in this Agreement shall be deemed to be representations, warranties, and agreements at the Closing Date or Option Closing
Date, as applicable, and such representations, warranties, and agreements of the Underwriters and Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any Underwriter, the Company or any controlling person, and shall survive termination
of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration
of any applicable statute of limitations and the seventh (7th) anniversary of the Closing Date, at which time the representations,
warranties and agreements shall terminate and be of no further force and effect.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.
9.2. Termination.
The Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any
domestic or international event or act or occurrence has materially disrupted or, in the Representatives’ opinion, will
in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New
York Stock Exchange, the NYSE American LLC, Nasdaq or on the OTC Bulletin Board (or successor trading market) shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order
of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become
involved in a war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New
York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially
adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire,
flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating
to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured,
will, in the Representatives’ opinion, make it inadvisable to proceed with the delivery of the Shares, (vii) if any of
the Company’s representations, warranties or covenants hereunder are breached, or (viii) if the Representatives shall
have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse
material change in general market conditions, including, without limitation, as a result of terrorist activities or any other
calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either
within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the
Representatives’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Shares
or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3. Expenses.
In the event that the Offering is not consummated for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions
contemplated herein shall be governed by Section 3.11 hereof and (ii) the Company shall reimburse the Representatives
for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any
way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed by certified
mail (with return receipt), delivered by hand or reputable overnight courier, delivered by facsimile transmission (with printed
confirmation of receipt) and confirmed, or by electronic transmission via PDF and shall be deemed given when so mailed, delivered,
faxed, or transmitted (or if mailed, five days after such mailing):
If to the Representatives:
c/o LifeSci Capital LLC
250 West 55th Street, 34th Floor
New York, New York 10019
Attn: Andrew McDonald
David Dobkin
Email: ddobkin@lifescicapital.com
and
Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
New York, NY 10172
Fax No.: (212) 758-4939
Attn: Steven Kaplan
Email: Skaplan@ladenburg.com
With a copy (which shall not constitute
notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Fax No.: (212) 370-7889
Attn: Stuart Neuhauser, Esq.
Email: sneuhauser@egsllp.com
If to the Company, to:
LifeSci Acquisition II Corp.
250 W 55th St #3401
New York, NY 10019
Attn: Andrew McDonald
Email:
andrew@lifesciacquisition.com
With a copy (which shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Giovanni Caruso, Esq.
Email: gcaruso@loeb.com
If to the QIU:
c/o Ladenburg Thalmann & Co.
Inc.
277 Park Avenue, 26th Floor
New York, NY 10172
Fax No.: (212) 758-4939
Attn: Steven Kaplan
Email: Skaplan@ladenburg.com
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representatives, the Underwriters,
the QIU, the Company, and the controlling persons, directors, and officers referred to in Section 5 hereof,
and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing
Law, Venue, etc. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to the conflict of laws principles thereof. Each of the Company and the Representatives hereby
agree that any action, proceeding, or claim against it arising out of or relating in any way to this Agreement shall be brought
and enforced in the courts of the State of New York, New York County under the accelerated adjudication procedures of the Commercial
Division, or in the United States District Court for the Southern District of New York, as applicable, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Representatives hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served
upon the Company or the Representatives, respectively, may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representatives, respectively,
in any action, proceeding, or claim. Each of the Company and the Representatives agrees that the prevailing party(ies) in any
such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor.
10.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall
constitute valid and sufficient delivery thereof.
10.8. Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth
in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.
10.9. No Fiduciary
Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters and the QIU is acting
as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of
the Public Securities. The Company further acknowledges that the Underwriters and the QIU are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend
that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or
any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance
of the offering of the Public Securities, either before or after the date hereof. The Underwriters and the QIU hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect.
The Company, the Underwriters and the QIU agree that they are each responsible for making their own independent judgments with
respect to any such transactions, and that any opinions or views expressed by the Underwriters or the QIU to the Company regarding
such transactions, including but not limited to any opinions or views with respect to the price or market for the Public Securities,
do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted
by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of
any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions.
[Signature Page Follows]
If the foregoing correctly sets
forth the understanding between the Underwriters, the QIU and the Company, please so indicate
in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
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Very Truly Yours,
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LIFESCI ACQUISITION II CORP.
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By:
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Name:
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Title:
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Agreed to and Accepted:
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For each of themselves and as Representatives
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of the several Underwriters named
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in Schedule I hereto
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LIFESCI CAPITAL LLC
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By:
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Name:
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Title:
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LADENBURG THALMANN & CO. INC.
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By:
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Name:
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Title:
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Agreed to and accepted on the date first above written.
LADENBURG THALMANN &
CO. INC.
as Qualified Independent Underwriter
[Signature Page to Underwriting Agreement,
dated [________], 2020]
SCHEDULE A
LIFESCI
ACQUISITION II CORP.
7,500,000 Firm Shares
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Underwriter
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Number of Firm
Shares
to be Purchased
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LifeSci Capital LLC
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Ladenburg Thalmann & Co. Inc.
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TOTAL
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7,500,000
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SCHEDULE B
None.
EXHIBIT A
Form of Target Business Letter
LifeSci Acquisition II Corp.
250 W 55th St #3401
New York, NY 10019
Attn: Andrew McDonald
Ladies and Gentlemen:
Reference is made to
the Final Prospectus of LifeSci Acquisition II Corp. (“Company”), dated [____], 2020 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $75,000,000, for the benefit
of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation
of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business
Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company
is unable to consummate a Business Combination within the required time period, or (iii) to the Company concurrently with, or after
it consummates, a Business Combination.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each,
a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
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Print Name of Target Business
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Authorized Signature of Target Business
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EXHIBIT B
Form of Vendor Letter
LifeSci Acquisition II Corp.
250 W 55th St #3401
New York, NY 10019
Attn: Andrew McDonald
Ladies and Gentlemen:
Reference is made to
the Final Prospectus of LifeSci Acquisition II Corp. (“Company”), dated [____], 2020 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $75,000,000, for the benefit
of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation
of a Business Combination or amendment to the Company’s Amended and Restated Certificate of Incorporation relating to pre-Business
Combination activity, (ii) to the Public Stockholders in connection with the Company’s liquidation in the event the Company
is unable to consummate a Business Combination within the required time period, or (iii) to the Company concurrently with, or after
it consummates a Business Combination.
For and in consideration
of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right,
title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives
any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against the Trust Account for any reason whatsoever.
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Print Name of Vendor
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Authorized Signature of Vendor
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Exhibit 1.2
LIFESCI CAPITAL LLC
250 West 55th Street, 34th
Floor
New York, New York 10019
November [_], 2020
LifeSci Acquisition II Corp.
250 West 55th Street #3401
New York, NY 10019
Attn: Andrew McDonald
Ladies and Gentlemen:
This is to confirm
our agreement whereby LifeSci Acquisition II Corp., a Delaware corporation (“Company”), has requested LifeSci
Capital LLC (“LifeSci”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (together, the “Advisors”
and each an “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange,
recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements,
or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more
businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form
S-1 (File No. 333- 249480) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”)
in connection with its initial public offering (“IPO”).
(a) The Advisors will:
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(i)
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Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;
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(ii)
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Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
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(iii)
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Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
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(iv)
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Assist the Company with any press releases and filings related to the Business Combination or the Target.
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(b) As compensation for
the foregoing services, the Company will pay the Advisors a cash fee equal to, in the aggregate, 3.5% of the gross proceeds received
by the Company in the IPO (the “Fee”). The Company will allocate 75% of the Fee to LifeSci and 25% of the Fee
to Ladenburg. The Fee shall be exclusive of any finder’s fees which may become payable to the Advisors pursuant to any other
agreement between the Advisors and the Company or the Target.
(c) The Fee shall be
payable in cash and is due and payable to the Advisors by wire transfer at the closing of the Business Combination (“Closing”);
provided that the Fee shall not be paid prior to the date that is 90 days from the effective date of the Registration Statement
unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriters’ compensation
in connection with the IPO. If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable
to the Advisors hereunder
At the Closing, the Company shall reimburse
the Advisors for all reasonable costs and expenses incurred by the Advisors (including reasonable fees and disbursements of counsel)
in connection with the performance of its services hereunder up to a maximum of $20,000.
The Company will provide
full cooperation to each Advisor as may be necessary for the efficient performance by the such Advisor of its obligations hereunder,
including, but not limited to, providing to such Advisor and its counsel, on a timely basis, all documents and information regarding
the Company and Target that such Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance
of its obligations hereunder (collectively, the “Information”); making the Company’s management, auditors,
suppliers, customers, consultants and advisors available to such Advisor; and, using commercially reasonable efforts to provide
such Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The
Company will promptly notify the Advisors of any change in facts or circumstances or new developments affecting the Company or
Target or that might reasonably be considered material to any Advisor’s engagement hereunder.
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4.
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Representations; Warranties and Covenants.
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The
Company represents, warrants and covenants to each Advisor that all Information it makes available to any Advisor by or on behalf
of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they
were made, not misleading as of the date thereof and as of the consummation of the Business Combination.
The Company shall indemnify
each Advisor and its affiliates and directors, officers, employees, stockholders, representatives and agents in accordance with
the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.
Notwithstanding the
foregoing and Annex 1, each Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim
of any kind in or to any monies in the Company’s trust account (“Trust Account”) established in connection
with the IPO with respect to the Fee (each, a “Claim”); (ii) to waive any Claim it may have in the future as
a result of, or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust
Account with respect to the Fee.
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6.
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Use of Name and Reports.
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Without each Advisor’s
prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee
or agent thereof) shall quote or refer to (i) any Advisor’s name or (ii) any advice rendered by any Advisor to the Company
or any communication from any Advisor in connection with performance of their services hereunder, except as required by applicable
federal or state law, regulation or securities exchange rule.
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7.
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Status as Independent Contractor.
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Each Advisor shall
perform its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood
and agreed to by the parties that no Advisor shall have authority to act for, represent or bind the Company or any affiliate thereof
in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisors will be
acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a
fiduciary relationship between the parties and neither the Advisors nor any of the Advisors’ officers, directors or personnel
will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.
The Company acknowledges
that the Advisors are full-service securities firms engaged in securities trading and brokerage activities and providing investment
banking and advisory services from which conflicting interests may arise. In the ordinary course of business, each Advisor and
its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account
or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved
in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict any Advisor or any of
its affiliates in conducting such business.
This Agreement constitutes
the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner
other than by an agreement in writing signed by the parties hereto.
Any notices required
or permitted to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier
service, return receipt requested, addressed to each party at its respective addresses set forth above, or such other address as
may be given by a party in a notice given pursuant to this Section.
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11.
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Successors and Assigns.
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This Agreement may
not be assigned by either party without the written consent of the other. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.
Nothing herein shall
be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or
the payment by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect
the Advisors’ right to receive the Fee and reimbursement of expenses pursuant to this Agreement.
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13.
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Applicable Law; Venue.
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This Agreement shall
be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws.
In the event of any
dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) resolved through
final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”)
or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures
of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion
of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) with
one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such
forum rather than seeking to resolve it through another alternative forum set forth above.
In the event the
dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute
Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three
arbitrators selected from the AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made
by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is
sought. Furthermore, the parties to any such arbitration shall be entitled to make one motion for summary judgment within 60
days of the commencement of the arbitration, which shall be decided by the arbitrator[s] prior to the commencement of the
hearings.
In the event the dispute
is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New
York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be
served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to
such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall
be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor.
This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.
If the foregoing correctly
sets forth the understanding between each Advisor and the Company with respect to the foregoing, please so indicate your agreement
by signing in the place provided below, at which time this letter shall become a binding contract.
[signature page follows]
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LIFESCI CAPITAL LLC
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By:
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Name:
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David Dobkin
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Title:
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Managing Director
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LADENBURG THALMANN & CO. INC.
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By:
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Name:
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Jeffrey Caliva
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Title:
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Vice President
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AGREED AND ACCEPTED BY:
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LIFESCI ACQUISITION II CORP.
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By:
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Name:
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Andrew McDonald
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Title:
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Chief Executive Officer
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{Signature Page to Business Combination
Marketing Agreement}
ANNEX I
Indemnification
In connection with
the Company’s engagement of LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (together, the “Advisors”
and each an “Advisor”) pursuant to that certain letter agreement (“Agreement”) of which this
Annex forms a part, LifeSci Acquisition II Corp. (the “Company”) hereby agrees, subject to the second paragraph
of Section 4 of the Agreement, to indemnify and hold harmless each Advisor and each of its affiliates and its respective directors,
officers, stockholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”),
from and against any and all claims, actions, suits, proceedings (including those of stockholders), damages, liabilities and expenses
incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”),
that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any
statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection
with the Company’s engagement of the Advisors, or (B) otherwise relate to or arise out of any Advisor’s activities
on the Company’s behalf under the Advisors’ engagement, and the Company shall reimburse any Indemnified Person for
all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with
investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or
threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that
is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification
for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection
with the Company’s engagement of the Advisors except for any Claim incurred by the Company as a result of such Indemnified
Person’s gross negligence or willful misconduct.
The Company further
agrees that it will not, without the prior written consent of each Advisor, settle, compromise or consent to the entry of any judgment
in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified
Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional,
irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.
Promptly upon receipt
by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification
is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or
institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except
and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company
so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment
of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the
event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such
counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the
Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or
other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ
its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees
and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend,
contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to
defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully
indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all
amounts paid as a result of such Claim or the compromise or settlement thereof.
In addition, with respect
to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim
and to retain his, her or its own counsel therefor at his, her or its own expense.
The Company agrees
that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether
or not any Advisor is an Indemnified Person), the Company and the Advisors shall contribute to the Claim for which such indemnity
is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and
such Advisors on the other, in connection with such Advisors’ engagement referred to above, subject to the limitation that
in no event shall the amount of any such Advisor’s contribution to such Claim exceed the amount of fees actually received
by such Advisor from the Company pursuant to such Advisor’s engagement. The Company hereby agrees that the relative benefits
to the Company, on the one hand, and each Advisor on the other, with respect to such Advisor’s engagement shall be deemed
to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders
as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisors are engaged to render services
bears to (b) the fee paid or proposed to be paid to such Advisor in connection with such engagement.
The Company’s
indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit
or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether
or not the Company is at fault in any way.
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
LIFESCI ACQUISITION II CORP.
THE UNDERSIGNED, for the purpose of incorporating
and organizing a corporation under the General Corporation Law of the State of Delaware, does hereby execute this Certificate of
Incorporation and does hereby certify as follows:
FIRST:
The name of the corporation is Lifesci Acquisition II Corp. (hereinafter called the "Corporation").
SECOND:
The registered office of the Corporation is to be located at 3411 Silverside Road, Tatnall Building, #104, in the City of Wilmington,
in the County of New Castle, Delaware 19901. The name of its registered agent at that address is Corporate Creations Network Inc.
THIRD:
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH:
The name and mailing address of the incorporator is: Jaszick Maldonado, c/o Loeb & Loeb LLP, 345 Park Avenue, New York NY 10154.
FIFTH:
The total number of shares which the Corporation shall have authority to issue is five million (5,000,000) shares of common stock,
$0.0001 par value.
SIXTH:
A Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director of the Corporation, except to the extent that exculpation from liability is not permitted under the General
Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this
paragraph shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with
respect to any acts or omissions of such Director occurring
SEVENTH:
In furtherance and not in imitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly
authorized to make, alter or repeal the By-Laws of the Corporation; provided, however, that no By-Laws hereafter adopted by the
Board of Directors or stockholders shall invalidate any prior act of the Directors which would have been valid if such By-Laws
had not been adopted.
EIGHTH:
The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and
upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending
or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a Director or officer of the Corporation or while a Director or officer is or was
serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including
attorneys’ fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered)
in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however,
that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action,
suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of
other indemnification rights arising under any By-Law, agreement, vote of Directors or stockholders or otherwise and shall inure
to the benefits of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph
shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established.
Any repeal or modification of the foregoing provisions of this paragraph shall not adversely affect any right or protection of
a Director or officer of the Corporation with respect to any acts or omissions of such Director or officer occurring prior to such
repeal or modification.
NINTH:
In furtherance of and not in limitation of powers conferred by statute, it is further provided:
1. Election
of Directors need not be by written ballot unless the By-Laws of the Corporation so provide.
2. Meetings
of stockholders may be held within or without the State of Delaware, as the By Laws may provide.
3. To
the extent permitted by law, the books of the Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
TENTH:
Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS
WHEREOF, the undersigned, being the incorporator herein before named, has executed this Certificate of Incorporation
this 18th day of December, 2019.
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/s/
Jaszick Maldonado
Jaszick
Maldonado, Incorporator
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Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LIFESCI ACQUISITION II CORP.
Pursuant to Section 245 of the
Delaware General Corporation Law
LifeSci Acquisition II Corp., a corporation
existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:
1.
The name of the corporation is LifeSci Acquisition II Corp. (hereinafter called the “Corporation”).
2.
The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State
of Delaware on December 18, 2019.
3.
This Amended Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation
of the Corporation.
4.
This Amended and Restated Certificate of Incorporation was duly adopted by the written consent of the directors and
stockholders of the Corporation in accordance with the applicable provisions of Sections 141(f), 228, 242 and 245 of the General
Corporation Law of the State of Delaware (“GCL”).
5.
The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in full as
follows:
First:
The name of the corporation is LifeSci Acquisition II Corp.
Second:
The registered office of the Corporation is to be located at 3411 Silverside Road, Tatnall Building, #104, in the
City of Wilmington, in the County of New Castle, 19901. The name of its registered agent at that address is Corporate Creations
Network Inc.
Third:
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware (“GCL”).
Fourth:
The name and mailing address of the incorporator is: Jaszick Maldonado, c/o Loeb & Loeb LLP, 345 Park Avenue,
New York NY 10154.
Fifth:
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is
31,000,000, of which 30,000,000 shares shall be common stock, par value $.0001 per share (“Common Stock”), and 1,000,000
shares shall be preferred stock, par value $.0001 per share (“Preferred Stock”).
A.
Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock,
in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences
and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall
be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series
(a “Preferred Stock Designation”) and as may be permitted by the GCL. The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
B.
Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation,
the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.
Sixth:
This Article Sixth shall apply during the period commencing upon the filing of this Certificate of Incorporation
and terminating upon the consummation of any “Business Combination” (as defined below). A “Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination involving the Corporation and one or more businesses or entities (“Target Business”), or entering
into contractual arrangements that give the Corporation control over such a Target Business, and, if the Corporation is then listed
on a national securities exchange, the Target Business has a fair market value equal to at least 80% of the balance in the Trust
Fund (defined below), less any taxes payable on interest earned, at the time of signing a definitive agreement in connection with
the initial Business Combination. “IPO Shares” shall mean the shares sold pursuant to the registration statement on
Form S-1 (“Registration Statement”) filed with the Securities and Exchange Commission (“Commission”) in
connection with the Corporation’s initial public offering (“IPO”). The “fair market value” for
purposes of this Article Sixth will be determined by the Board of Directors of the Corporation based upon one or more standards
generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If the
Board of Directors is unable to independently determine the fair market value of the Target Business, the Corporation will obtain
an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions,
with respect to the satisfaction of such criteria.
A.
Prior to the consummation of a Business Combination, the Corporation shall either (i) submit any Business Combination
to its holders of Common Stock for approval (“Proxy Solicitation”) pursuant to the proxy rules promulgated under the
Securities Exchange Act of 1934, as amended (“Exchange Act”), or (ii) provide its holders of IPO Shares with the opportunity
to sell their shares to the Corporation by means of a tender offer (“Tender Offer”).
B.
If the Corporation engages in a Proxy Solicitation with respect to a Business Combination, the Corporation will consummate
the Business Combination only if a majority of the then outstanding shares of Common Stock present and entitled to vote at the
meeting to approve the Business Combination are voted for the approval of such Business Combination.
C.
In the event that a Business Combination is consummated by the Corporation or the Corporation holds a vote of its
stockholders to amend its Certificate of Incorporation, any holder of IPO Shares who (i) followed the procedures contained in the
proxy materials to perfect the holder’s right to convert the holder’s IPO Shares into cash, if any, or (ii) tendered
the holder’s IPO Shares as specified in the tender offer materials therefore, shall be entitled to receive the Conversion
Price (as defined below) in exchange for the holder’s IPO Shares. The Corporation shall, promptly after consummation of the
Business Combination or the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State
of Delaware, convert such shares into cash at a per share price equal to the quotient determined by dividing (i) the amount then
held in the Trust Fund (as defined below) less any income taxes owed on such funds but not yet paid, calculated as of two business
days prior to the consummation of the Business Combination or the filing of the amendment, as applicable, by (ii) the total number
of IPO Shares then outstanding (such price being referred to as the “Conversion Price”). “Trust Fund” shall
mean the trust account established by the Corporation at the consummation of its IPO and into which the amount specified in Registration
Statement is deposited. Notwithstanding the foregoing, a holder of IPO Shares, together with any affiliate of his or any other
person with whom he is acting in concert or as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)
(“Group”) with, will be restricted from demanding conversion in connection with a proposed Business Combination with
respect to 20.0% or more of the IPO Shares. Accordingly, all IPO Shares beneficially owned by such holder or any other person with
whom such holder is acting in concert or as a Group with in excess of 20.0% or more of the IPO Shares will remain outstanding following
consummation of such Business Combination in the name of the stockholder and not be converted.
D.
The Corporation will not consummate any Business Combination unless it (or any successor) has net tangible assets
of at least $5,000,001 upon consummation of such Business Combination.
E. In
the event that the Corporation does not consummate a Business Combination by 24 months from the consummation of the IPO (such
date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the
purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of
the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such
holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then
stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors
pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices
as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets
to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case
of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other
requirements of applicable law. In such event, the per-share redemption price shall be equal to a pro rata share of the Trust
Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation for
its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then
outstanding.
F.
A holder of IPO Shares shall only be entitled to receive distributions from the Trust Fund in the event (i) he demands
conversion of his shares in accordance with paragraph C above or (ii) that the Corporation has not consummated a Business Combination
by the Termination Date as described in paragraph E above. In no other circumstances shall a holder of IPO Shares have any right
or interest of any kind in or to the Trust Fund. A public holder that holds IPO Shares beneficially through a nominee must identify
itself to the Corporation in connection with any election to receive distributions from the Trust Fund in order to validly convert
such IPO Shares in accordance with paragraph C above.
G.
Prior to the consummation of a Business Combination, the Board of Directors may not issue (i) any shares of Common
Stock or any securities convertible into Common Stock; or (ii) any securities which participate in or are otherwise entitled
in any manner to any of the proceeds in the Trust Fund or which vote as a class with the Common Stock on a Business Combination.
H. The
Board of Directors shall be divided into three classes: First Class, Second Class and Third Class. The number of directors in
each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator
shall elect a Third Class director for a term expiring at the Corporation’s third annual meeting of stockholders. The
Third Class director shall then appoint additional First Class, Second Class and Third Class directors, as necessary. The
directors in First Class shall be elected for a term expiring at the first annual meeting of stockholders, the directors in
Second Class shall be elected for a term expiring at the second annual meeting of stockholders and the directors in Third
Class shall be elected for a term expiring at the third annual meeting of stockholders. Commencing at the first annual
meeting of stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their
election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings
of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any
vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum (as defined in the Corporation’s Bylaws), or by the sole
remaining director. All directors shall hold office until the expiration of their respective terms of office and until their
successors shall have been elected and qualified or until his or her earlier resignation, removal or death. A director
elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the
full term of the director whose death, resignation or removal shall have created such vacancy and until his or her successor
shall have been elected and qualified.
Seventh:
The following provisions are inserted for the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A.
Election of directors need not be by ballot unless the by-laws of the Corporation so provide.
B.
The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend,
change, add to or repeal the by-laws of the Corporation as provided in the by-laws of the Corporation.
C.
The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting
of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any
contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation
which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders
be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise
be open to legal attack because of directors’ interests, or for any other reason.
D.
In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors
are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation;
subject, nevertheless, to the provisions of the statutes of Delaware, of this Amended and Restated Certificate of Incorporation,
and to any bylaws from time to time made by the stockholders; provided, however, that no bylaw so made shall invalidate any prior
act of the directors which would have been valid if such bylaw had not been made.
Eighth:
A.
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an
improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted
by the GCL, as so amended. Any repeal or modification of this paragraph A by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal
or modification.
B.
The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify
all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director
may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized hereby.
C.
Notwithstanding the foregoing provisions of this Article Eighth, no indemnification nor advancement of expenses will
extend to any claims made by the Company’s officers and directors to cover any loss that such individuals may sustain as
a result of such individuals’ agreement to pay debts and obligations to target businesses or vendors or other entities that
are owed money by the Corporation for services rendered or contracted for or products sold to the Corporation, as described in
the Registration Statement.
Ninth: Whenever
a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may,
on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority
in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors
or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and
also on this Corporation.
Tenth:
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action
or proceeding brought on behalf of the Corporation, (ii) action asserting a claim of breach of a fiduciary duty owed by any director,
officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, or any claim for aiding
and abetting any such alleged breach, (iii) action asserting a claim against the Corporation or any director or officer of the
Corporation arising pursuant to any provision of the GCL or the amended and restated certificate of incorporation or the bylaws
of the Corporation or (iv) action asserting a claim against us or any director or officer of the Corporation governed by the internal
affairs doctrine except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that
there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not
consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) arising under the federal securities
laws, including the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the
District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the inclusion of this
provision will not be deemed to be a waiver by the Corporation’s stockholders of the Corporation’s obligation to comply
with federal securities laws, rules and regulations, and the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States
of America shall be the sole and exclusive forum.
IN WITNESS WHEREOF, the Corporation has
caused this Amended and Restated Certificate of Incorporation to be signed by Andrew McDonald, its Chief Executive Officer, as
of the ___ day of , 2020.
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Andrew McDonald, Chief Executive Officer
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Exhibit 3.3
BYLAWS
OF
LifeSci
Acquisition II Corp.
- A Delaware
Corporation -
BY-LAWS
OF
LIFESCI
ACQUISITION II CORP.
ARTICLE I
OFFICES
SECTION 1. Principal
Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the
Certificate of Incorporation.
SECTION 2. Other Offices.
The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors
may from time to time determine or as the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual
Meetings. The annual meeting of the stockholders of the corporation shall be held wholly or partially by means of remote communication
or at such place, within or without the State of Delaware, on such date and at such time as may be determined by the board of directors
and as shall be designated in the notice of said meeting.
SECTION 2. Special
Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be held wholly or partially by means of remote communication or at any place, within or without
the State of Delaware, and may be called by resolution of the board of directors, or by the Chairman or the President.
SECTION 3. Notice
and Purpose of Meetings. Written or printed notice of the meeting stating the place, day and hour of the meeting and, in case
of a special meeting, stating the purpose or purposes for which the meeting is called, and in case of a meeting held by remote
communication stating such means, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either
personally, or by mail, or if prior consent has been received by a stockholder by electronic transmission, by or at the direction
of the Chairman or the President, the Secretary, or the persons calling the meeting, to each stockholder of record entitled to
vote at such meeting.
SECTION 4. Quorum.
The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, represented in person
or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power
to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally notified.
SECTION 5. Voting
Process. If a quorum is present or represented, the affirmative vote of a majority of the shares of stock present or represented
at the meeting, by ballot, proxy or electronic ballot, shall be the act of the stockholders unless the vote of a greater number
of shares of stock is required by law, by the Certificate of Incorporation or by these by-laws. Each outstanding share of stock
having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A stockholder
may vote either in person, by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact, or by an
electronic ballot from which it can be determined that the ballot was authorized by a stockholder or proxyholder. The term, validity
and enforceability of any proxy shall be determined in accordance with the General Corporation Law of the State of Delaware.
SECTION 6. Written
Consent of Stockholders Without a Meeting. Whenever the stockholders are required or permitted to take any action by vote,
such action may be taken without a meeting, without prior notice and without a vote, if a written consent or electronic transmission,
setting forth the action so taken, shall be signed or e-mailed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting called for such purpose.
ARTICLE III
DIRECTORS
SECTION 1. Powers.
The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by-laws directed
or required to be exercised or done by the stockholders. The board of directors may adopt such rules and regulations, not inconsistent
with the Certificate of Incorporation or these by-laws or applicable laws, as it may deem proper for the conduct of its meetings
and the management of the Corporation.
SECTION 2. Number,
Qualifications, Term. The board of directors shall consist of one or more members. The number of directors shall be fixed by
the board of directors and may thereafter be changed from time to time by resolution of the board of directors. Directors need
not be residents of the State of Delaware nor stockholders of the corporation.
SECTION 3. Vacancies.
Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election
and until their successors are duly elected and shall qualify. A vacancy created by the removal of a director by the stockholders
may be filled by the stockholders.
SECTION 4. Place of
Meetings. Meetings of the board of directors, regular or special, may be held either within or without the State of Delaware.
SECTION 5. Regular
Meetings. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and
at such place as shall from time to time be determined by the board.
SECTION 6. Special
Meetings. Special meetings of the board of directors may be called by the Chairman or the President or by the number of directors
who then legally constitute a quorum. Notice of the time and place of all special meetings of the board of directors shall be orally
or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate
messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least
24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, charges
prepaid, at least three days before the date of the meeting.
SECTION 7. Notice;
Waiver. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director
attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
SECTION 8. Quorum.
A majority of the directors then in office shall constitute a quorum for the transaction of business unless a greater number is
required by law, by the Certificate of Incorporation or by these by-laws. If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
SECTION 10. Action
Without A Meeting. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting
if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof. In addition, meetings of the board may be held by means of conference
telephone or voice communication as permitted by the General Corporation Law of the State of Delaware.
SECTION 11. Action.
Except as otherwise provided by law or in the Certificate of Incorporation or these by-laws, if a quorum is present, the affirmative
vote of a majority of the members of the board of directors will be required for any action.
SECTION 12. Removal
of Directors. Subject to any provisions of applicable law, any or all of the directors may be removed by vote of the stockholders.
ARTICLE IV
COMMITTEES
SECTION 1. Designation
of Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more
committees, each of which shall, except as otherwise prescribed by law, have such authority of the board of directors as
shall be specified in the resolution of the board designating such committee. The board of directors shall have the power at
any time to change the membership of, to fill all vacancies in and to discharge any such committee, either with or without
cause.
SECTION 4. Procedure;
Meetings; Quorum. Committee meetings, of which no notice shall be necessary, may be held at such times and places as shall
be fixed by resolution adopted by a majority of the members thereof. So far as applicable, the provisions of Article III of these
by-laws relating to notice, quorum and voting requirements applicable to meetings of the board of directors shall govern meetings
of any committee of the board. Each committee of the board of directors shall keep written minutes of its proceedings and circulate
summaries of such written minutes to the board of directors before or at the next meeting of the board.
ARTICLE V
OFFICERS
SECTION 1. Number.
The board of directors at its first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer, a
Secretary and a Treasurer, none of whom need be a member of the board. The board of directors may also choose a Chairman from among
the directors, one or more Executive Vice Presidents, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.
The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.
More than two offices may be held by the same person.
SECTION 2. Compensation.
The salaries or other compensation of all officers of the corporation shall be fixed by the board of directors. No officer shall
be prevented from receiving a salary or other compensation by reason of the fact that he is also a director.
SECTION 3. Term; Removal;
Vacancy. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer may be
removed at any time, with or without cause, by the affirmative vote of a majority of the whole board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of directors.
SECTION 4. Chairman.
The Chairman shall, if one be elected, preside at all meetings of the board of directors.
SECTION 5. Chief Executive
Officer. The Chief Executive Officer shall be the chief executive officer of the corporation, shall preside at all meetings
of the stockholders and the board of directors in the absence of the Chairman, shall have general supervision over the business
of the corporation and shall see that all directions and resolutions of the board of directors are carried into effect.
SECTION 6. President.
The President shall, in the absence or disability of the Chief Executive Officer, perform the duties and exercise the powers of
the Chief Executive Officer and shall perform such other duties and have such other powers as the board of directors may from time
to time prescribe.
SECTION 7. Vice President.
The Executive Vice Presidents shall, in the absence or disability of the President, perform the duties and exercise the powers
of the President and shall perform such other duties and have such other powers as the board of directors may from time to time
prescribe. If there shall be more than one Executive Vice President, the Executive Vice Presidents shall perform such duties and
exercise such powers in the absence or disability of the President, in the order determined by the board of directors. The Vice
Presidents shall, in the absence or disability of the President and of the Executive Vice Presidents, perform the duties and exercise
the powers of the President and shall perform such other duties and have such other powers as the board of directors may from time
to time prescribe. If there shall be more than one vice president, the vice presidents shall perform such duties and exercise such
powers in the absence or disability of the President and of the Executive Vice President, in the order determined by the board
of directors.
SECTION 8. Secretary.
The Secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be kept for that purpose. He shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such
other duties as may be prescribed by the board of directors or President, under whose supervision he shall be. He shall have custody
of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to an instrument
requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board
of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by
his signature.
SECTION 9. Assistant
Secretary. The Assistant Secretary, if there shall be one, or if there shall be more than one, the assistant secretaries in
the order determined by the board of directors, shall, in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such powers as the board of directors may from time to
time prescribe.
SECTION 10. Treasurer.
The Treasurer or Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects
in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements,
and shall render to the Chairman, the President and the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all of his transactions as Treasurer and of the financial condition of the corporation.
SECTION 11. Assistant
Treasurer. The Assistant Treasurer, if there shall be one, or, if there shall be more than one, the Assistant Treasurers in
the order determined by the board of directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such other powers as the board of directors may from time
to time prescribe.
ARTICLE VI
CAPITAL STOCK
SECTION 1. Form.
The shares of the capital stock of the corporation shall be represented by certificates in such form as shall be approved by the
board of directors and shall be signed by the Chairman, the President, an Executive Vice President or a Vice President, and by
the Treasurer or an assistant treasurer or the Secretary or an Assistant Secretary of the corporation, and may be sealed with the
seal of the corporation or a facsimile thereof.
SECTION 2. Lost and
Destroyed Certificates. The board of directors may direct a new certificate to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost or destroyed.
SECTION 3. Transfer
of Shares. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares
duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.
ARTICLE VII
INDEMNIFICATION
SECTION 1. (a) The corporation
shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation
shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery of the State of Delaware or such other court shall deem proper.
(c) To the extent that
a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses (including attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification
under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred
by a director, officer, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation
as authorized in this Section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
(f) The indemnification
and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall not limit the corporation
from providing any other indemnification or advancement of expenses permitted by law nor shall they be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office.
(g) The corporation
may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Section.
(h) For the purposes
of this Section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this
Section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving
at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to any employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the corporation” as referred to in this Section.
(j) The indemnification
and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided when authorized
or ratified by the Board of Directors, continue as to a person who has ceased to be a director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs executors and administrators of such a person.
(k) The officers and
directors of the Company, as individuals, shall not be liable until all funds of the Company have been distributed, with the exception
of the proceeds contained in a trust account, that is subject to the trust agreement to be entered into by the Company.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. Checks.
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
SECTION 2. Fiscal
Year. The fiscal year of the corporation shall be determined, and may be changed, by resolution of the board of directors.
SECTION 3. Seal.
The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate
Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE IX
AMENDMENTS
SECTION 1. These by-laws
may be altered, amended, supplemented or repealed or new by-laws may be adopted (a) at any regular or special meeting of stockholders
at which a quorum is present or represented, by the affirmative vote of the holders of a majority of the shares entitled to vote,
provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by a resolution
adopted by a majority of the whole board of directors at any regular or special meeting of the board. The stockholders shall have
authority to change or repeal any by-laws adopted by the directors.
Exhibit 4.1
C
______
LIFESCI ACQUISITION
II CORP.
INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP
53229E 103
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES
OF COMMON STOCK OF
LIFESCI ACQUISITION
II CORP.
transferable on
the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Company will
be forced to liquidate if it is unable to complete an initial business combination within the meaning as defined in and the time
period as required by its Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
[Corporate Seal]
Dated:
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM – as tenants in common UNIF
GIFT MIN ACT - _____ Custodian ______
TEN ENT – as tenants by the entireties (Cust) (Minor)
JT TEN – as joint tenants with
right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act
______________
(State)
Additional abbreviations
may also be used though not in the above list.
LifeSci Acquisition
II Corp.
The Company will furnish
without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to
all the provisions of the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of preferred stock (copies of which may be obtained from the secretary of the
Company), to all of which the holder of this certificate by acceptance hereof assents.
For value received, ___________________________
hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
shares
of common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Company with full power of substitution in the premises.
Dated
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Notice:
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The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
|
Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC RULE 17Ad-15).
The holder of this certificate shall be entitled to receive
funds from the trust account established in connection with the Company’s initial public offering only in the event of the
Company’s liquidation upon failure to consummate a business combination within the required time period set forth in the
Company’s Amended and Restated Certificate of Incorporation as the same may be amended from time to time (the “Certificate”),
or if the holder seeks to convert his or her shares of common stock upon consummation of a business combination or in connection
with certain amendments to the Certificate. In no other circumstances shall the holder have any right or interest of any kind in
or to the trust account.
Exhibit 4.2
THIS WARRANT AND THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) SHALL HAVE BECOME
EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER
IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS
WARRANT OR ANY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
LIFESCI ACQUISITION II CORP.
[__] 2020
W-[__]
This is to Certify
That, FOR VALUE RECEIVED, LIFESCI HOLDINGS LLC, or his, her or its assigns (“Holder”), is entitled to purchase,
subject to the provisions of this Warrant, from LIFESCI ACQUISITION II CORP., Delaware
corporation (the “Company”), 3,033,333 fully paid, validly issued and nonassessable shares of the Company’s
common stock, par value $0.0001 per share (the “Shares”) at a price of $11.50 per share. The number of Shares
to be received upon the exercise of this Warrant and the price to be paid for each Share may be adjusted from time to time as hereinafter
set forth. The Shares deliverable upon such exercise, as adjusted from time to time, are hereinafter sometimes referred to as “Warrant
Shares,” and the exercise price for a Share in effect at any time, as adjusted from time to time, is hereinafter sometimes
referred to as the “Exercise Price.”
(a)
EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time on the later of (i) 30 days after the consummation
by the Company of its initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business
combination with one or more businesses or entities (the “Business Combination”) (as described more fully in
the Registration Statement on Form S-1 (No. 333-249480) as filed with the Company or (ii) 12 months from the closing of the public
offering of the Company’s Shares, and terminating at 5:00 p.m., New York City time on five years from the consummation of
the Business Combination (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide at least ten (10) days’ prior written notice of any such extension
to registered holders of the Warrants and, provided further that any such extension shall be identical in duration among all the
Warrants.
(1)
This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office with the Purchase
Form annexed hereto (the “Purchase Form”) duly executed and accompanied by payment of the Exercise Price for
the number of Warrant Shares specified in such Purchase Form (which may take the form of a “cashless exercise” pursuant
to Section (a)(2) if so indicated in the Purchase Form).
(2)
The Holder shall pay the Exercise Price in immediately available funds; provided, however, that the Holder may, in the Holder’s
sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the
Company shall issue to the Holder the number of Warrant Shares determined as follows:
X = Y(A-B)/A
where
X = the number of Warrant Shares to
be issued to the Holder.
Y = the total number of Warrant Shares
with respect to which this Warrant is being exercised.
A = the Fair Market Value (as defined
below) of one Share on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means
of a “cashless exercise.”
B = the Exercise Price then in effect
for the applicable Warrant Shares at the time of such exercise.
For purposes of this Warrant, “Fair
Market Value” means, for any security as of any date, the price determined by the first of the following clauses that applies:
(a) if the Shares are then listed on a national securities exchange, the daily volume weighted average price of the Shares for
such date (or the nearest preceding date) on the trading market on which the Shares are then listed as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the Shares are quoted
on the OTC Bulletin Board or the OTC Market, the average closing bid price on such market for the five most recently completed
trading days, (c) if paragraphs (a) or (b) are not applicable, if an appraiser hired by the Company has provided a report
on the fair market value of a Share within the 12-month period preceding the date on which Holder elects to exercise this Warrant
by means of a “cashless exercise,” the fair market value of a share of Shares as determined by such appraiser, or (d)
if none of the foregoing is applicable, the price determined by the Board of Directors of the Company in good faith.
(b) Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close
of business on the day on which the Purchase Form has been delivered to the Company (the “Exercise Date”)
as provided in Section (a). At such time, the person or persons in whose name or names any certificates for Warrant
Shares shall be issuable upon such exercise as provided in Section (c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates. Notwithstanding the foregoing, if the Holder or
any assignee does not enter into the Shareholders’ Agreement within three (3) business days of being requested to do so
by the Company, then the exercise of this Warrant will be deemed to not have been effective and void ab initio and the Holder
or any assignee shall return any securities received by them pursuant to Section (c) to the Company.
(c)
Delivery to Holder.
(1)
As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within five (5) business
days thereafter, the Company will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment
by such Holder of any applicable transfer taxes) may direct:
(A)
a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and
(B)
in case such exercise is in part only, a new warrant or warrants of like tenor, exercisable for in the aggregate the number
of Shares equal (giving effect to any adjustment therein) to the number of Shares called for on the face of this Warrant minus
the number of such shares purchased by the Holder upon such exercise.
(2)
To the extent permitted by law and except as provided in this Warrant, the Company’s obligations to issue and deliver
Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other person or entity, and irrespective of any other circumstance that might otherwise limit
such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the
Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.
(d)
RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant
such number of Shares (as adjusted pursuant to the terms hereof) as shall be required for issuance and delivery upon exercise of
this Warrant. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of
the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.
The Company will take all such action as may be reasonably necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation
system upon which the Shares may be listed.
(e)
FRACTIONAL SHARES. No fractional shares or scrips representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount
in cash equal to such fraction multiplied by the fair market value of a Share.
(f)
LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor
and date.
(g)
RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company,
either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against
the Company except to the extent set forth herein.
(h)
CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section (h).
(1)
Share Capitalizations and Sub-Divisions. If the Company, at any time while this Warrant is outstanding, (i) declares a share
capitalization on its Shares or otherwise makes a distribution on any class of shares that is payable in Shares, (ii) subdivides
its outstanding Shares into a larger number of shares, or (iii) combines its outstanding Shares into a smaller number of shares,
then, in each such case, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number Shares
outstanding immediately before such event and the denominator of which shall be the number of Shares outstanding immediately after
such event. Any adjustment made pursuant to this Section (h)(1) shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this Section (h)(1) shall become effective immediately after the effective date of such subdivision or
combination.
(2)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section (h)(1), the
number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
(3) Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the
Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets or a
majority of its Shares is acquired by a third party, in each case, in one or a series of related transactions, (iii) any
tender offer or exchange offer (whether by the Company or a third party that is conducting such an offer pursuant to an
agreement or arrangement with the Company) is completed pursuant to which all or substantially all of the holders of Shares
are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any
reorganization or reclassification of Shares or any compulsory share exchange pursuant to which the Shares are effectively
converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of
Shares covered by Section (h)(1) above) (in any such case, a “Fundamental Transaction”), then the
Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had
been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon
exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate
Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously
with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or Person shall assume the obligation to deliver to the Holder, such
Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other
obligations under this Warrant. The provisions of this Section (h)(3) shall similarly apply to subsequent transactions
analogous of a Fundamental Transaction type.
(4)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section (h), the Company at its expense
will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other property issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.
(5)
Notices To Warrant Holders. So long as this Warrant shall be outstanding, (i) if the Company shall pay any dividend
or make any distribution of cash, securities or other property in respect of its Shares or (ii) if the Company shall offer
to the holders of Shares for subscription or purchase by them any share of any class or any other rights or (iii) if any capital
reorganization of the Company, reclassification of the shares of the Company, consolidation or merger of the Company with or into
another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation,
if the Company authorizes or approves, enters into any agreement contemplating or solicits shareholder approval for any Fundamental
Transaction (each as defined below) , or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed to the Holder, at least fifteen days prior the date specified
in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, Fundamental Transaction, sales or issuances, dissolution, liquidation
or winding up is to take place and the date, if any is to be fixed, as of which the holders of Shares or other securities shall
receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, lease,
Fundamental Transaction, sales or issuances, dissolution, liquidation or winding up.
(i) NOTICES.
Any notice or request hereunder shall be in writing and may be given only by, and shall be deemed to have been received upon:
(a) registered or certified mail, return receipt requested, on the date on which such notice or request is received as
indicated in such return receipt; (b) delivery by a nationally recognized overnight courier, one business day after deposit
with such courier; or (c) facsimile or other electronic transmission upon telephone or further electronic communication from
the recipient acknowledging receipt (whether automatic or manual from recipient) of such facsimile or other electronic
transmission. In the case of the Company, such notices and communications shall be addressed to LifeSci Acquisition II Corp.,
250 W. 55th St., #3401, New York, NY 10019, Attn: Andrew McDonald, Chief Executive Officer, unless the Company shall notify
the Holder that notices and communications should be sent to a different address (or facsimile number or electronic mail
address), in which case such notices and communications shall be sent to the address (or facsimile number or electronic mail
address) specified by the Company. In the case of the Holder, such notices and communications shall be addressed to its
address as set forth in the signature page hereto, unless the Holder shall notify the Company that notices and communications
should be sent to a different address (or facsimile number or electronic mail address), in which case such notices and
communications shall be sent to the address (or facsimile number or electronic mail address) specified by the Holder.
(j)
NO NET-CASH SETTLEMENT. Except as otherwise provided herein, in no event will the Holder be entitled to receive a net-cash
settlement or other consideration in lieu of physical settlement in securities.
(k)
MODIFICATION OF AGREEMENT. The provisions of this Warrant may from time to time be amended, modified or waived, by the Company
and the holder of this Warrant.
(l)
CHARGES, TAXES AND EXPENSES. Issuance and delivery of a reasonable number of certificates representing Shares upon exercise
of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder or an affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.
(m)
SUCCESSORS AND ASSIGNS. This Warrant and the rights of the Holder hereunder may not be transferred and/or assigned by the
Holder in any way whatsoever, and no transaction in respect thereof shall be made, either for consideration or for no consideration.
This Warrant may not be assigned by the Company without the written consent of the Holder except to a successor in the event of
a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and the Company’s
successors. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any person or entity other
than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be
amended only in writing signed by the Company and the Holder, or the Company’s successors.
(n)
GOVERNING LAW.
THIS WARRANT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS WARRANT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS WARRANT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND
(TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN
SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION
OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.
EACH PARTY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED HEREIN OR
SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO THE TERMS HEREOF (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.
[remainder of page intentionally
left blank]
IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the date of this Warrant.
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LIFESCI ACQUISITION II CORP.
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By:
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Name: Andrew McDonald
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Title: Chief Executive Officer
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Holder:
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Accepted and Agreed:
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LIFESCI HOLDINGS, LLC
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By:
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Name:
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Title:
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PURCHASE FORM
Dated ____________________
(1) The
undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing Shares of LifeSci Acquisition
II Corp. (or such number of Shares or other securities or property to which the undersigned is entitled in lieu thereof or in addition
thereto under the provisions of the Warrant).
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(2)
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_______ (a) The undersigned hereby elects to make payment with the enclosed bank draft, certified
check or money order payable to the Company in payment of the exercise price determined under, and on the terms specified in, the
Warrant, or
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_______ (b)
The undersigned hereby elects to make payment on a cashless basis.
(3) The undersigned hereby
irrevocably directs that the said shares be issued and delivered as follows:
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Name(s) in Full
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Address(es)
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Number of Shares (net of any Shares used to exercise on a cashless basis
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S.S. or IRS #
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(4) If the Warrant was not exercised in
full, please check the following: ___
The undersigned hereby irrevocably
directs that any remaining portion of the warrant be issued and delivered as follows:
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Name(s) in Full
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Address(es)
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Number of Shares
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S.S. or IRS #
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______________________________________________________________
Signature of Holder
______________________________________________________________
Print Name
Exhibit 5.1
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Loeb & LoebLLP
345 Park Avenue
New York, NY 10154-1895
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Main 212.407.4000
Fax 212.407.4990
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________ __, 2020
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LifeSci Acquisition II Corp.
250 W. 55th St., #3401
New York, NY 10019
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Re: LifeSci Acquisition II Corp.
Ladies and Gentlemen:
We have acted as counsel to LifeSci
Acquisition II Corp., a Delaware corporation (the “Company”), in connection with its filing of the Registration
Statement on Form S-1, as amended prior to being declared effective (the “Registration Statement”) under the
Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission. The Registration
Statement relates to an underwritten public offering and sale of (i) 7,500,000 shares of common stock, par value $.0001 per share
(the “Shares”), and (ii) up to 1,125,000 Shares (the “Over-Allotment Shares”) for which the
underwriters have been granted an over-allotment option.
In connection with this opinion letter,
we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction of the
Company’s Amended and Restated Certificate of Incorporation and Bylaws, the Warrant Agreement, and such other documents,
records and instruments as we have deemed appropriate for purposes of the opinion set forth herein. We have, to the extent deemed
appropriate, relied upon certain representations of certain officers of the Company, as to questions of fact material to this opinion.
We have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity
with the originals of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the
originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the
opinion that (i) the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by
the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be valid
and legally binding obligations of the Company, and (ii) the Shares have been duly authorized by the Company and, when issued and
sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by
the Registration Statement, will be validly issued, fully paid and non-assessable.
LifeSci Acquisition II Corp.
___, 2020
Page 2
We are opining solely on (i) all applicable
statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable
provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory determinations, and (ii) the
laws of the State of New York.
We hereby consent to the use of this opinion
as an exhibit to the Registration Statement, to the use of our name as your U.S. counsel and to all references made to us in the
Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
Exhibit 10.1
________, 2020
LifeSci Acquisition II Corp.
250 W. 55th St., #3401
New York, NY 10019
LifeSci Capital LLC
250 W. 55th St., #3401
New York, NY 10019
Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
New York, NY 10172
Re: Initial
Public Offering
Ladies and Gentlemen:
This letter is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between LifeSci Acquisition II Corp., a Delaware corporation (the “Company”)
and LifeSci Capital LLC and Ladenburg Thalmann & Co., as representatives (the
“Representatives”) of the Underwriters named in Schedule A thereto (the
“Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of shares of Common Stock of the Company, par value $0.0001 per share (the
“Common Stock”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
1. If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.
2. (a) In the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Company’s
IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders
of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.
(b) The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares,
[and Private Warrants] (and the underlying Common Stock) (“Claim”) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Fund for any reason whatsoever. [The undersigned acknowledges and agrees that there will
be no distribution from the Trust Fund with respect to any Common Stock underlying the Private Warrants, all rights of which
will terminate on the Company’s liquidation.]
[ (c) In
the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened,
or any claim whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is
owed money by the Company for services rendered or products sold or contracted for, but only to the extent necessary to
ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided,
that such indemnity shall not apply if such vendor or other person has executed an agreement waiving any claims against the
Trust Fund. ] 1
[ (d) In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such
liquidation and agrees not to seek repayment for such expenses.]
2
3. The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company.
[4. The undersigned agrees that
until the Company consummates a Business Combination, the undersigned’s Private Warrants will be subject to the transfer
restrictions described in the Subscription Agreement relating to the undersigned’s Private Warrants.] 3
5. In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.
6. The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is
affiliated with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or
otherwise affiliated with, or has received financial investment from, an entity with which any Insider or their affiliates is
affiliated, such transaction must be approved by a majority of the Company’s disinterested independent directors and
the Company must obtain an opinion from an independent investment banking firm that such Business Combination is fair to the
Company’s unaffiliated shareholders from a financial point of view.
1 Only for
LifeSci Holdings LLC
2 Only for
LifeSci Holdings LLC
3 Only for
LifeSci Holdings LLC
7. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation
of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled
to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating
a Business Combination.
8. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.
9. [The
undersigned agrees to be the [·] of the Company until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously
furnished to the Company and the Representatives is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933.] 4 The undersigned’s FINRA Questionnaire
and Director and Officer Questionnaire previously furnished to the Company and the Representatives is true and accurate in all material
respects. The undersigned represents and warrants that, except as disclosed in the undersigned’s Director and Officer Questionnaire:
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(a)
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he/she/it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i)
him/her/it or any partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii)
any corporation or business association of which he/she/it was an executive officer at or within two years before the time of such
filing;
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(b)
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he/she/it has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property,
or any such partnership;
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(c)
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he/she/it has never been convicted of fraud in a civil or criminal proceeding;
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(d)
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he/she/it/ has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding
traffic violations and minor offenses);
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4 Only for officers and directors
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(e)
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he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a
futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of
any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities or federal commodities laws;
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(f)
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he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any federal or state authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any
activity described in 9(e)(i) above, or to be associated with persons engaged in any such activity;
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(g)
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he/she/it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal
or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
or vacated;
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(h)
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he/she/it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal
commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or
vacated;
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(i)
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he/she/it has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity;
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(j)
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he/she/it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated,
or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member;
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(k)
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he/she/it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security;
(ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
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(l)
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he/she/it was never subject to a final order of a state securities commission (or an agency of officer of a state performing
like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance
commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or
the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
or deceptive conduct;
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(m)
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he/she/it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time
of such sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection
with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of
the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
of purchasers of securities;
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(n)
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he/she/it has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing
a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to,
Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the
Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;
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(o)
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he/she/it has never been named as an underwriter in any registration statement or Regulation A offering statement filed with
the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;
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(p)
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he/she/it has never been subject to a United States Postal Service false representation order, or is currently subject to a
temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
a scheme or device for obtaining money or property through the mail by means of false representations;
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(q)
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he/she/it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like
functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National
Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority,
agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;
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(r)
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he/she/it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act
of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers
Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer
or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any
penny stock; and
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(s)
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he/she/it has never been suspended or expelled from membership in, or suspended or barred from association with a member of,
a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated
securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of
trade.
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10. The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as [·] of the Company.
11. The
undersigned hereby waives his, her or its right to exercise conversion rights with respect to any shares of Common Stock owned
or to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or
in the aftermarket, and agrees that he, she or it will not seek conversion with respect to or otherwise sell, such shares in connection
with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended
and Restated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.
12. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated
Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the
consummation of a Business Combination unless the Company offers holders of IPO Shares the right to receive their pro rata
portion of the funds then held in the Trust Fund.
13. In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would
result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.
14. As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an
Insider prior to the IPO and the shares underlying the Private Warrants; (iv) “IPO Shares” shall mean the shares
of Common Stock issued in the Company’s IPO; (v) “Private Warrants” shall mean the warrants purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.
15. Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.
If to the Representatives:
LifeSci Acquisition II Corp.
250 W. 55th St., #3401
New York, NY 10019
Attn: Andrew McDonald
Facsimile: [__]
and
Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
New York NY 10172
Attn: Steven Kaplan
Email: Skaplan@ladenburg.com
Copy (which copy shall not constitute
notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attn: Stuart Neuhauser, Esq.
Facsimile: (212) 370-7889
If to the Company:
LifeSci Acquisition II Corp.
250 W. 55th St., #3401
New York, NY 10019
Attn: Andrew McDonald
Facsimile:
Copy (which copy shall not constitute
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell S. Nussbaum, Esq. and
Giovanni Caruso
Facsimile: (212) 504-3013
16. No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the
parties hereto and any successors and assigns thereof.
17. The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO.
[Signature page to follow]
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Print
Name of Insider
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Signature
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[Signature page to Insider Letter]
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made
as of _______, 2020 by and between LifeSci Acquisition II Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).
WHEREAS, the Company’s
registration statement on Form S-1, No. 333-______ (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and
WHEREAS, LifeSci
Capital LLC and Ladenburg Thalmann & Co Inc. are acting as the underwriters (the “Underwriters”) in the IPO;
and
WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $75,000,000
of the gross proceeds of the IPO ($86,250,000 if the over-allotment option is exercised in full) will be delivered to the Trustee
to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s common stock,
par value $.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered
to the Trustee will be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold
the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be
referred to together as the “Beneficiaries”); and
WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.
THEREFORE, IT IS AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust
account (“Trust Account”) established by the Trustee at JPMorgan Chase Bank, N.A. in the United States, maintained
by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government
treasury bills, notes or bonds having a maturity of 183 days or less and/or (ii) in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as
determined by the Company, it being understood that the Trust Account will earn no interest while the account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credits and other consideration
(d)
Collect and receive, when due, all principal and income arising from the Property, which shall become part of the
“Property,” as such term is used herein;
(e) Notify
the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the
Company;
(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s
preparation of its tax returns;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as and when instructed by the Company to do so;
(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting
all receipts and disbursements of the Trust Account; and
(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with,
the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary
or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit
A, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been
received by the Trustee by the 24-month anniversary of the closing of the IPO (“Closing”) (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and distributed to the Public Shareholders as of the Last Date.
2.
Limited Distributions of Income from Trust Account.
(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account
requested by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income.
(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property.
Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Section 1(i) hereof.
(c) The
Company shall provide the Underwriters with a copy of any Termination Letters and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.
3.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board,
Chief Executive Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs
1(i) and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;
(b)
Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee
from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from
the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim
or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not
be unreasonably withheld. The Company may participate in such action with its own counsel;
(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made
pursuant to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time
to time. It is expressly understood that the Property shall not be used to pay such fees except for disbursements made to the Company
pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination. The Company shall pay the Trustee
the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective
Date. Except as set forth in this Section 3(c) and Section 3(b) hereof, the Company shall not be responsible for any other fees
or charges of the Trustee.
(d)
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder
votes verifying the vote of the Company’s shareholders regarding such Business Combination; and
(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section
1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this
Agreement.
4.
Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)
Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee
shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;
(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or
defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from
the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;
(c)
Change the investment of any Property, other than in compliance with paragraph 1(c);
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to
be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any
acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;
(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust
Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating
to the income earned on the Property;
(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to
pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released
to it under Section 2(a) hereof);
(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document
other than this agreement and that which is expressly set forth herein; and
(k)
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i) or
2(a) above.
5.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies
in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this
Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
6.
Termination. This Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall
use its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or
(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions
of paragraph 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Paragraph 3(b).
7.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it
has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.
The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission
of the wire.
(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.
(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof. Except for Section 1(i) (which may only be amended with the approval of the holders of a majority of the outstanding
shares of Common Stock sold in the IPO), this Agreement or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the
prior written consent of the Underwriters. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed
amendment.
(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New
York, Borough of Manhattan, for purposes of resolving any disputes hereunder.
(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by facsimile transmission:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
if to the Company, to:
LifeSci Acquisition II Corp.
250 W. 55th St., #3401
New York, NY 10019
Attn: Andrew McDonald
in either case with a copy (which copy shall not constitute
notice) to:
LifeSci Capital LLC
250 W. 55th St., #3401
New York, NY 10019
Attn: David Dobkin
Facsimile:[__]
Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
New York, NY 10172
Attn: Steven Kaplan
Facsimile:[__]
and
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.
Fax No.: (212) 407-4990
(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.
(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder.
(h)
Each of the Company and the Trustee hereby acknowledge that LifeSci Capital is a third party beneficiary of this
Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.
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CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Trustee
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By:
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Name: Francis E. Wolf, Jr.
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Title: Vice President
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LIFESCI ACQUISITION II CORP.
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By:
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Name: Andrew McDonald
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Title: Chief Executive Officer
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[Signature Page to Investment Management
Trust Agreement]
SCHEDULE A
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Fee Item
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Time and method of payment
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Amount
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Initial acceptance fee
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Initial closing of IPO by wire transfer
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Annual fee
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First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check
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Transaction processing fee for disbursements to Company under Section 2
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Deduction by Trustee from accumulated income following disbursement made to Company under Section 2
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Paying Agent services as required pursuant to section 1(i)
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Billed to Company upon delivery of service pursuant to section 1(i)
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Market Rate
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EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account No. [_____________]
- Termination Letter
Gentlemen:
Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.
In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________] and to transfer
the proceeds to the above-referenced account at [•] to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank,
N.A. awaiting distribution, the Company will not earn any interest or dividends.
On the
Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which
verifies the vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b)
joint written instructions from the Company and the Underwriters with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.
In the event that
the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on
the business day immediately following the Consummation Date as set forth in the notice.
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Very truly yours,
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LIFESCI ACQUISITION II CORP.
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By:
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Andrew McDonald, Chief Executive Officer
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By:
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[•], Secretary
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cc:
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LifeSci Capital LLC
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Ladenburg Thalmann & Co. Inc.
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EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account No.
[______________] - Termination Letter
Gentlemen:
Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.
In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________] and
to transfer the total proceeds to the Trust Checking Account at [•] to await distribution to the Public Shareholders. The
Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of
the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the
funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.
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Very truly yours,
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LIFESCI ACQUISITION II CORP.
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By:
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Andrew McDonald, Chief Executive Officer
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By:
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[•], Secretary
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cc:
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LifeSci Capital LLC
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Ladenburg Thalmann & Co. Inc.
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EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust
Account No. [___________] Withdrawal Instructions
Gentlemen:
Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations as a result of such interest income. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
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LIFESCI ACQUISITION, CORP.
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By:
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Andrew McDonald, Chief Executive Officer
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By:
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[•], Secretary
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cc:
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LifeSci Capital LLC
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Ladenburg Thalmann & Co. Inc.
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Exhibit 10.3
STOCK ESCROW AGREEMENT
This STOCK ESCROW AGREEMENT,
dated as of ________, 2020 (“Agreement”), by and among LIFESCI ACQUISITION II CORP., a Delaware corporation (“Company”)
and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WHEREAS, the
Company has entered into an Underwriting Agreement, dated as of ________, 2020 (“Underwriting Agreement”), with
LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. acting as representatives (the “Representatives”) of
the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the
Underwriters have agreed to purchase 7,500,000 shares (“Shares”) of common stock, par value $0.0001 per share
(“Common Stock”) of the Company, plus an additional 1,125,000 Shares if the Underwriters exercise their
over-allotment option in full, all as more fully described in the Company’s final Prospectus, dated ________, 2020
(“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-______)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on ___________, 2020
(“Effective Date”).
WHEREAS, the Initial
Shareholders have agreed as a condition of the sale of the Shares to deposit their Insider Shares (as defined in the Prospectus),
as set forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in
escrow as hereinafter provided.
WHEREAS, the Company
and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter
provided.
IT IS AGREED:
1.
Appointment of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act
in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to
act in accordance with and subject to such terms.
2.
Deposit of Escrow Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the
Escrow Agent certificates representing such Initial Shareholder’s respective Escrow Shares, together with applicable share
powers, to be held and disbursed subject to the terms and conditions of this Agreement. Each of the Initial Shareholders acknowledges
that the certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the deposit of such Escrow
Shares under this Agreement.
3.
Disbursement of the Escrow Shares.
3.1 The
Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof
and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the
Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business
Combination”) and (y) the date on which the closing price of the 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 the Company’s initial Business Combination and (ii) for the remaining 50% of the
Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall
promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow
Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable
share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to
Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall
promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after
the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity
having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will,
upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the
Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or
such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent
shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this
Section 3.1.
3.2
Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional
1,125,000 Shares of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement),
the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow
Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 281,250 multiplied
by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator
of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 1,125,000 minus the number of shares
of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 1,125,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’
over-allotment option and the number of Shares, if any, purchased by the Underwriters in connection with their exercise thereof.
4.
Rights of Initial Shareholders in Escrow Shares.
4.1
Voting Rights as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof
and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during
the Escrow Period, including, without limitation, the right to vote such shares.
4.2
Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock
or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.
4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be to (1) LifeSci Holdings
LLC, and its affiliates, officers, directors, stockholders, employees and members, (2) to the Company’s pre-IPO
stockholders or their respective affiliates, or to the Company’s offices, directors, advisors and employees (3) if the
Initial Shareholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by
bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the
Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (5) by
virtue of the laws of descent and distribution upon death of the Initial Shareholder, (6) pursuant to a qualified domestic
relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s
securities, (8) by private sales at prices no greater than the price at which the Insider Shares were originally purchased or
(9) for the cancellation of up to 281,250 shares of Common Stock subject to forfeiture to the extent that the
Underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of our initial
Business Combination, in each case (except for clause 9 or with our prior consent) on the condition that such transfers may
be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this
Agreement and of the Insider Letter (as defined below) signed by the Initial Shareholder transferring the Escrow Shares.
4.4 Insider
Letters. Each of the Initial Shareholders has executed a letter agreement with the Representatives and the Company, dated
as indicated on Exhibit C hereto, and the form of which is filed as an exhibit to the Registration Statement
(“Insider Letter”), respecting the rights and obligations of such Initial Shareholder in certain events,
including but not limited to the liquidation of the Company.
5.
Concerning the Escrow Agent.
5.1
Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith
and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to
be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by
the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior
written consent thereto.
5.2
Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against
any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit
or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement,
the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from
the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any
demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto
in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the
nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow
Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns
or is discharged pursuant to Sections 5.5 or 5.6 below.
5.3
Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services
rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.
5.4
Further Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders
shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done
such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.
5.5
Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder
by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such
resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by
the Company, the Escrow Shares held hereunder. If no new escrow agent is so appointed within the 60 day period following the giving
of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.
5.6
Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent
hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation
shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.
5.7
Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability
hereunder for its own gross negligence or its own willful misconduct.
5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of
any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management
Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
6.
Miscellaneous.
6.1
Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in
accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction.
6.2 Third
Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that the Representatives are third party
beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives.
6.3
Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject
matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed
by the party to the charged.
6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation thereof.
6.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto
and their legal representatives, successors and assigns.
6.6
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and
either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt
requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing,
as follows:
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If to the Company, to:
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LifeSci Acquisition II Corp.
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250 W. 55th St., #3401
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New York, NY 10019
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Attn: Andrew McDonald
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If to a Shareholder, to his address set forth
in Exhibit A.
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and if to the Escrow Agent, to:
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Continental Stock Transfer & Trust Company
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1 State Street, 30th Floor
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New York, New York 10004
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Attn: Erika Young
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A copy (which copy shall not constitute notice)
sent hereunder shall be sent to:
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LifeSci Capital LLC
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250 W. 55th St., #3401
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New York, NY 10019
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Attn: David Dobkin
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Fax: [__]
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Ladenburg Thalmann & Co.
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277 Park Avenue, 26th Floor
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New York, NY 10172
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Attn: Steven Kaplan
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Email: Skaplan@ladenburg.com
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Fax: [__]
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and:
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Ellenoff Grossman & Schole LLP
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1345 Avenue of the Americas
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New York, NY 10105
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Attn: Stuart Neuhauser, Esq.
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Fax: (212) 370-7889
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and:
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Loeb & Loeb LLP
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345 Park Avenue
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New York, New York 10154
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Attn: Mitchell S. Nussbaum, Esq. and Giovanni
Caruso, Esq.
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Fax: (212) 407-4000
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The parties may change
the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.
6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation
and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period
specified in the Prospectus.
[Signature Page Follows]
WITNESS the execution
of this Agreement as of the date first above written.
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COMPANY:
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LIFESCI ACQUISITION II CORP.
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By:
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Name:
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Andrew McDonald
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Title:
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Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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INITIAL SHAREHOLDERS:
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LIFESCI HOLDINGS LLC
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By:
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Name:
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Title:
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CHARDAN HEALTHCARE INVESTMENTS LLC
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By:
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Name:
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Title:
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[Signature Page to Escrow Agreement]
EXHIBIT A
Initial Shareholders
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Name of Initial Shareholders
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Number
of
Shares
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Date of
Insider
Letter
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LifeSci Holdings LLC
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1,940,625
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,2020
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Chardan Healthcare Investments LLC
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215,625
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,2020
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EXHIBIT B
Escrow Shares
LifeSci Holdings LLC
– 253,125
Chardan Healthcare Investments
LLC – 28,125
EXHIBIT C
Insider Letter
___________, 2020
Exhibit 10.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of the __ day of _________, 2020, by and among LifeSci
Acquisition II Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under
Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, the Investors
and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of
the securities held by them as of the date hereof.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.
“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange
Act.
“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.
“Company”
is defined in the preamble to this Agreement.
“Demand
Registration” is defined in Section 2.1.1.
“Demanding
Holder” is defined in Section 2.1.1.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.
“Form S-3”
is defined in Section 2.3.
“Indemnified
Party” is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Initial
Shares” means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s
initial public offering.
“Initial
Shareholders” means LifeSci Holdings LLC and Chardan Healthcare Investments LLC, each an Investor.
“Investor”
is defined in the preamble to this Agreement.
“Investor
Indemnified Party” is defined in Section 4.1.
“Maximum
Number of Shares” is defined in Section 2.1.4.
“Notices”
is defined in Section 6.3.
“Piggy-Back
Registration” is defined in Section 2.2.1.
“Private
Warrants” means the aggregate of 3,033,333 Warrants (or up to 3,283,333 Warrants if the over-allotment option
is exercised in full) LifeSci Holdings LLC is privately purchasing simultaneously with the consummation of the
Company’s initial public offering.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and
filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable
Securities” means (i) the Initial Shares and (ii) the Private Warrants (and underlying shares of Common Stock). Registrable
Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution
with respect to or in exchange for or in replacement of such Initial Shares and Private Warrants (and underlying shares of Common
Stock). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c)
such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without
volume limitations.
“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another entity).
“Release
Date” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain
Stock Escrow Agreement dated as of ________, 2020 by and among the Initial Shareholders and Continental Stock Transfer & Trust
Company.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.
“Warrant(s)”
means the warrants of the Company.
2.
REGISTRATION RIGHTS.
2.1
Demand Registration.
2.1.1
Request for Registration. At any time and from time to time on or after (i) the date that the Company consummates
a Business Combination with respect to the Private Warrants or (ii) three months prior to the Release Date with respect to all
other Registrable Securities, but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration
Statement (File No. 333-_______) (the “Effective Date”), the holders of a majority-in-interest of the
Initial Shares, may make a written demand for registration under the Securities Act of all or part of their Private Warrants or
other Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes
to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company
within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos
set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section
2.1.1 in respect of all Registrable Securities.
2.1.2
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement
filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with
all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement
has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any
stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to
such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of
their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its
Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting
and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a
majority-in-interest of the holders initiating the Demand Registration.
2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be
an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of
Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other
securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested
pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds
the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount
or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include
in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding
Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that
can be sold without exceeding the Maximum Number of Shares.
2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting
or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding
Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of
their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such
Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand
Registration, then such registration shall not count as a Demand Registration provided for in Section 2.1.
2.2
Piggy-Back Registration.
2.2.1 Piggy-Back
Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or
for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without
limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing
shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice
shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and
the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of
Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be included in such registration and
shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit
the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their
securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding
the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this
Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective
Date.
2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to
be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or
number of shares of Common Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as
to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable
Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares
of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration
rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:
(a) If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the
applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached
under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that
the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and
that can be sold without exceeding the Maximum Number of Shares;
(b)
If the registration is a “demand” registration undertaken at the demand of persons other than either
the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised
of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold
without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that
the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.
2.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion
of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior
to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal
by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior
to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.
2.2.4 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the
Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration
which may be available at such time (“Form S-3”); provided, however, that the Company shall not be
obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as
practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities or other
securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available
for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of
the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if
any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall
not be counted as Demand Registrations effected pursuant to Section 2.1.
3.
REGISTRATION PROCEDURES.
3.1
Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities
pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities
in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:
3.1.1
Filing Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after
receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement
on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be
available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep
it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand
Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any
demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate
signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time;
provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
3.1.2
Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement
thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’
legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included
in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable
Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition
of the Registrable Securities owned by such holders.
3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.
3.1.4
Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more
than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement
of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2)
business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission
of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered);
and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating
thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities
included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall
furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such
holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders
or their legal counsel shall object.
3.1.5
State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders
of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition
of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement
which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit
of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities
included in such registration statement shall be required to make any representations or warranties in the underwriting
agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to
Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement.
3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company,
the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate
fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation
of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation
in meetings with Underwriters, attorneys, accountants and potential investors.
3.1.8
Records. The Company shall make available for inspection by the holders of Registrable Securities included
in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement
or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary
to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees
to supply all information requested by any of them in connection with such Registration Statement.
3.1.9
Opinions and Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities
included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company
delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any
Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable
Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel
to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no
stop order is in effect.
3.1.10
Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and
the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of
twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such
exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a
majority of the Registrable Securities included in such registration.
3.1.12
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds
in excess of $5,000,000, the Company shall use its reasonable efforts to make available senior executives of the Company to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.
3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof,
upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board
of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities
because of the existence of material non-public information, each holder of Registrable Securities included in any registration
shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable
Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction
on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed
by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3
Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees;
(ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel
in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal
expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred
in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory
Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters
requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by the Company in
connection with such registration and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts
or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling
in such offering.
3.4
Information. The holders of Registrable Securities shall provide such information as may reasonably be requested
by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including
amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act
pursuant to Section 2 and in connection with the Company’s obligation to comply with Federal and applicable state securities
laws.
4.
INDEMNIFICATION AND CONTRIBUTION.
4.1
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other
holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys
and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”),
from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based
upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising
out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any
registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such
selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any),
and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several,
insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under
which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be
stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein,
and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any
legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.
4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim,
damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
“Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification
hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment,
damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder,
except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying
Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against
the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.
4.4
Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in
respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of
such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the
Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss,
claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any
Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding Section 4.4.1.
4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred
to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
5.
RULE 144.
5.1
Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities
Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all
to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission.
6.
MISCELLANEOUS.
6.1
Other Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s
registration statement on Form S-1 (File No. 333-______), no person, other than the holders of the Registrable Securities, has
any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the
Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account
or for the account of any other person.
6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company
hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations
of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities
in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or
holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not
intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article
4 and this Section 6.2.
6.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours,
then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.
To the Company:
LifeSci Acquisition II Corp.
250 W 55th St., #3401
New York, NY 10019
with a copy to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Giovanni Caruso, Esq.
To an Investor, to the address set forth below such
Investor’s name on Exhibit A hereto.
6.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added
as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that
is valid and enforceable.
6.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
and all of which taken together shall constitute one and the same instrument.
6.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates
and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.
6.7
Term. This Agreement shall terminate on the seven-year anniversary of the date hereof.
6.8
Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding
upon any party unless executed in writing by such party.
6.9
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement. No amendment, modification or termination of this Agreement shall
be binding upon the holders of the Registrable Securities unless executed in writing by the holders of the majority Registrable
Securities.
6.10
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party
has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed
by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or
the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision
herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension
of the time for performance of any other obligations or acts.
6.11
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to
be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect
and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement
or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to
enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond.
None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or
remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter
available at law, in equity, by statute or otherwise.
6.12 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to
any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.
6.13
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by
jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected
with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration,
performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.
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COMPANY:
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LIFESCI
ACQUISITION II CORP.
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By:
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Name:
Andrew McDonald
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Title:
Chief Executive officer
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INVESTORS:
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LIFESCI
HOLDINGS LLC
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By:
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Name:
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Title:
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CHARDAN
HEALTHCARE INVESTMENTS LLC
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By:
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Name:
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Title:
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[Signature Page to Registration Rights Agreement]
EXHIBIT A
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Name
of Investor
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Address
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LifeSci
Holdings LLC
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Chardan
Healthcare Investments LLC
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Exhibit 10.5
___________, 2020
LifeSci Acquisition II Corp.
250 W. 55th Street, #3401
New York, NY 10019
Ladies and Gentlemen:
LifeSci Acquisition
II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1
(“Registration Statement”).
The undersigned
hereby commits that it will purchase an aggregate of 3,033,333 warrants (or up to 3,283,333 warrants if the over-allotment
option is exercised in full) of the Company (“Private Warrants”), at a price of $0.90 per warrant in the form
attached hereto as Exhibit A for an aggregate purchase price of $2,730,000 (the “Private Warrant Purchase
Price”).
At least twenty-four
(24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Warrant Purchase Price
to be delivered to Loeb & Loeb, LLP (“Loeb”), as escrow agent, by wire transfer as set forth in the instructions
attached as Exhibit B to hold in a non-interest bearing account until the Company consummates the IPO.
The consummation of
the purchase and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO. Simultaneously with
the consummation of the IPO, Continental shall deposit the Private Warrant Purchase Price, without interest or deduction, into
the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public stockholders
as described in the Registration Statement.
Each of the Company
and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate
the purchase of the Private Warrants.
Additionally, the undersigned
agrees:
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·
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not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate
of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s
shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 24 months from the
closing of the IPO, unless the Company provides the holders of shares of Common Stock sold in the IPO with the opportunity to redeem
their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s
franchise and income taxes, divided by the number of then outstanding shares of Common Stock sold in the IPO;
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·
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the undersigned will not participate in any liquidation distribution with respect to the Private
Warrants (but will participate in liquidation distributions with respect to any shares of Common Stock purchased
by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination;
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that the Private Warrants and underlying securities will not be transferable until after the consummation
of a Business Combination except (i) to the Company’s pre-IPO stockholders, or to the Company’s officers, directors,
advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives
and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified
domestic relations order, (vi) by private sales at prices no greater than the price at which the Private Warrants were originally
purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case
(except for clause vii) where the transferee agrees to the terms of the transfer restrictions; and
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the Private Warrants will include any additional terms or restrictions as is customary in other
similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to
consummate the IPO, each of which will be set forth in the Registration Statement.
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The undersigned acknowledges
and agrees that the purchaser of the Private Warrants will execute agreements in form and substance typical for transactions of
this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably
acceptable to the undersigned, including but not limited to an insider letter.
The undersigned hereby
represents and warrants that:
(a)
it has been advised that the Private Warrants have not been registered under the Securities Act;
(b)
it will be acquiring the Private Warrants for its account for investment purposes only;
(c)
it has no present intention of selling or otherwise disposing of the Private Warrants in violation of the securities
laws of the United States;
(d)
it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities
Act of 1933, as amended;
(e)
it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company
and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;
(f)
it is familiar with the proposed business, management, financial condition and affairs of the Company;
(g) it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated
herein or needed to consummate the transactions contemplated in this letter; and
(h) this letter constitutes its legal, valid and binding obligation, and is enforceable against it.
This letter agreement
constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private Warrants,
and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to the same.
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Very truly yours,
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LIFESCI HOLDINGS LLC
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By:
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Name:
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Title:
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Accepted and Agreed:
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LIFESCI ACQUISITION II CORP.
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By:
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Name:
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Andrew McDonald
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Title:
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Chief Executive Officer
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Exhibit A
Form of Warrant
Exhibit B
Wire Instructions
Exhibit 10.6
LIFESCI ACQUISITION II CORP.
250 W. 55th St., #3401
New York, NY 10019
_____, 2020
LifeSci Capital LLC
250 W. 55th St., #3401
New York, NY 10019
Ladies and Gentlemen:
This letter will confirm
our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
(the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of LifeSci Acquisition Corp. (the “Company”) and continuing until the earlier of (i)
the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
LifeSci Capital LLC (“LC”) shall make available to the Company certain office space, secretarial and
administrative services as may be required by the Company from time to time, situated at 250 W. 55th St., #3401, New York, NY 10019
(or any successor location). In exchange therefore, the Company shall pay LC a sum of $10,000 per month, respectively, on the Effective
Date and continuing monthly thereafter until the Termination Date. LC hereby agrees that it does not have any right, title, interest
or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust Account”)
that may be established by the Company for the benefit of the Company’s public stockholders upon the consummation of the
IPO as described in the Registration Statement ( “Claim”) and hereby waives any Claim it may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever.
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Very truly yours,
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LIFESCI ACQUISITION II
CORP.
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By:
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Name: Andrew McDonald
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Title: Chief Executive Officer
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AGREED TO AND ACCEPTED BY:
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LIFESCI
CAPITAL LLC
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By:
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Name: Andrew McDonald
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Title: Chief Executive Officer
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Exhibit 14
CODE OF CONDUCT AND ETHICS
OF
LIFESCI ACQUISITION II CORP.
Adopted: __________, 2020
The Board of Directors
of LifeSci Acquisition II Corp. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide
value for our stockholders; and
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· To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
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· To prompt full, fair, accurate, timely and understandable disclosure;
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· To comply with applicable laws and governmental rules and regulations;
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· To prompt internal reporting of violations of this Code;
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· To protect the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and
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All directors, officers,
employees and independent contractors of the Company are expected to be familiar with this Code and to adhere to the principles
and procedures set forth in this Code. For purposes of this Code, all directors, officers, employees and independent contractors
are referred to collectively as “employees” or “you” throughout this Code.
I. Honest and Ethical Conduct
All directors, officers,
employees and independent contractors owe duties to the Company to act with integrity. Integrity requires, among other things,
being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships. Deceit and subordination of principle are inconsistent with integrity.
All directors, officers,
employees and independent contractors have the following duties:
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· To conduct business with professional courtesy and integrity, and act honestly and fairly without prejudice in all commercial dealings;
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· To work in a safe, healthy and efficient manner, using skills, time and experience to the maximum of abilities;
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· To comply with applicable awards, Company policies and job requirements, and adhere to a high standard of business ethics;
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· To observe both the form and spirit of laws, governmental rules, regulations and accounting standards;
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· Not to knowingly make any misleading statements to any person or to be a party to any improper practice in relation to dealings with or by the Company;
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· To ensure that Company resources and properties are used properly;
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· To maintain the confidentiality of information where required or consistent with Company policies; and
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· Not to disclose information or documents relating to the Company or its business, other than as required by law, not to make any unauthorized public comment on Company affairs and not to misuse any information about the Company or its associates, and not to accept improper or undisclosed material personal benefits from third parties as a result of any transaction or transactions of the Company.
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II. Conflicts of Interest
A “conflict of
interest” arises when an individual's personal interest interferes or appears to interfere with the interests of the Company.
A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may make it
difficult to perform his or her Company work objectively and effectively.
There are a variety
of situations in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations,
some common types of conflicts may be:
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· To serve as a director, employee or contractor for a company that has a business relationship with, or is a competitor of the Company;
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· To have a financial interest in a competitor, supplier or customer of the Company;
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· To receive improper personal benefits from a competitor, supplier or customer, as a result of any transaction or transactions of the Company;
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· To accept financial interest beyond entertainment or nominal gifts in the ordinary course of business, such as a meal or a coffee mug;
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· To present at a conference where the conference sponsor has a real or potential business relationship with the Company (e.g. vendor, customer, or investor), and, the conference sponsor offers travel or accommodation arrangements or other benefits materially in excess of the Company’s standard; or
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· To use for personal gain, rather than for the benefit of the Company, an opportunity that you discovered through your role with the Company.
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Fidelity or service
to the Company should never be subordinated to or dependent on personal gain or advantage. Conflicts of interest should be avoided.
In most cases, anything
that would constitute a conflict for a director, officer or employee also would present a conflict if it is related to a member
of his or her family.
Interests in other
companies, including potential competitors and suppliers, that are purely for management of the other entity, or where an otherwise
questionable relationship is disclosed to the Board and any necessary action is taken to ensure there will be no effect on the
Company, are not considered conflicts unless otherwise determined by the Board.
Evaluating whether
a conflict of interest exists can be difficult and may involve a number of considerations. Please refer to other policies, such
as the employee handbook, for further information. We also encourage you to seek guidance from your manager, Chief Executive Officer
or Chief Financial Officer, or their equivalents, when you have any questions or doubts.
III. Disclosure
Each director, officer
or employee, to the extent involved in the Company's disclosure process, including the Chief Executive Officer or Chief Financial
Officer, or their equivalents, the (the “Senior Financial Officers”), is required to be familiar with the Company’s
disclosure controls and procedures applicable to him or her so that the Company's public reports and documents comply in all material
respects with the applicable securities laws and rules. In addition, each such person having direct or supervisory authority regarding
these securities filings or the Company's other public communications concerning its general business, results, financial condition
and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and
employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and
understandable disclosure.
Each director, officer
or employee, to the extent involved in the Company’s disclosure process, including the Senior Financial Officers, must:
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· Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
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· Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators and self-regulatory organizations.
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IV. Compliance
It is the Company's
policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of their duties
for the Company, including those relating to accounting and auditing matters and insider trading.
The Board endeavors
to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behavior
and business ethics in relation to their corporate activities.
Specifically, directors,
officers and employees must:
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· Act in the best interests of the Company;
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· Be responsible and accountable for their actions; and
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· Observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts.
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Generally, it is against
Company policies for any individual to profit from undisclosed information relating to the Company or any other company in violation
of insider trading or other laws. Anyone who is aware of material nonpublic information relating to the Company, our customers,
or other companies may not use the information to purchase or sell securities in violation of securities laws.
If you are uncertain
about the legal rules involving your purchase or sale of any Company securities or any securities in companies that you are familiar
with by virtue of your work for the Company, you should consult with the Chief Executive Officer or Chief Financial Officer, or
their equivalents, before making any such purchase or sale. Other policies issued by the Company also provide guidance as to certain
of the laws, rules and regulations that apply to the Company's activities.
V. Reporting and Accountability
The Board of Directors
has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any
violation of this Code is required to notify the Chief Executive Officer or Chief Financial Officer, or their equivalents, promptly.
Any questions
relating to how these policies should be interpreted or applied should be addressed to your manager, Chief Executive Officer
or Chief Financial Officer, or their equivalents. Any material transaction or relationship that could reasonably be expected
to give rise to a conflict of interest, as discussed in Section II of this Code, should be discussed with your manager, Chief
Executive Officer or Chief Financial Officer, or their equivalents. A director, officer or employee who is unsure of whether
a situation violates this Code should discuss the situation with the Chief Executive Officer or Chief Financial Officer, or
their equivalents, to prevent possible misunderstandings and embarrassment at a later date.
Each director, officer
or employee must:
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· Notify the Chief Executive Officer or Chief Financial Officer, or their equivalents, promptly of any existing or potential violation of this Code.
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· Not retaliate against any other director, officer or employee for reports of potential violations.
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The Company will follow
the following procedures in investigating and enforcing this Code and in reporting on the Code:
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· The Chief Executive Officer or Chief Financial Officer, or their equivalents, as the case may be, will take all appropriate action to investigate any violations reported. In addition, the Chief Executive Officer or Chief Financial Officer, or their equivalents, as appropriate, shall report each violation and alleged violation involving a director or an executive officer to the Chairman of the Board of Directors. To the extent he or she deems appropriate, the Chairman of the Board of Directors shall participate in any investigation of a director or executive officer. After the conclusion of an investigation of a director or executive officer, the conclusions shall be reported to the Board of Directors.
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· The Board of Directors will conduct such additional investigation as it deems necessary. The Board will determine that a director or executive officer has violated this Code. Upon being notified that a violation has occurred, the Chief Executive Officer or Chief Financial Officer, or their equivalents, as the case may be, will take such disciplinary or preventive action as deemed appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of appropriate law enforcement authorities.
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VI. Corporate Opportunities
Employees, officers
and directors are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the
use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down.
More generally, employees, officers and directors are prohibited from using corporate property, information or position for personal
gain and from competing with the Company.
Sometimes, the
line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits
in certain activities. Employees, officers and directors who intend to make use of Company property or services in a manner
not solely for the benefit of the Company should consult beforehand with your manager, the Chief Executive Officer or Chief
Financial Officer, or their equivalents.
VII. Confidentiality
In carrying out the
Company's business, employees, officers and directors often learn confidential or proprietary information about the Company, its
customers, suppliers, or joint venture parties. Employees, officers and directors must maintain the confidentiality of all information
so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our
Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or
helpful to competitors if disclosed.
VIII. Fair Dealing
Our core value of operating
is based on responsiveness, openness, honesty and trust with our members, business partners, employees and stockholders. We do
not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor
to deal fairly with the Company's customers, service providers, suppliers, competitors and employees. No employee, officer or director
should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.
IX. Protection and Proper Use of Company
Assets
All employees, officers
and directors should protect the Company's assets and ensure their efficient use. All Company assets should be used only for legitimate
business purposes. Theft, carelessness and waste have a direct impact on our profit.
XI. Waivers and Amendments
From time to time,
the Company may waive provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss
the matter with your manager, the Chief Executive Officer or Chief Financial Officer, or their equivalents.
Any waiver of the Code
for executive officers (including Senior Financial Officers) or directors of the Company may be made only by the Board of Directors
and must be promptly disclosed to stockholders along with the reasons for such waiver in a manner as required by applicable law
or the rules of the applicable stock exchange. Any amendment or waiver of any provision of this Code must be approved in writing
by the Board or, if appropriate, its delegate(s) and promptly disclosed pursuant to applicable laws and regulations.
Any waiver or modification
of the Code for a Senior Financial Officer will be promptly disclosed to stockholders if and as required by applicable law or the
rules of the applicable stock exchange.
The Company is committed
to continuously reviewing and updating its policies, and therefore reserves the right to amend this Policy at any time, for any
reason, subject to applicable law.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the use in this
Registration Statement on Form S-1, Amendment No. 1, of our report dated October 14, 2020, relating to the balance sheet of
LifeSci Acquisition II Corp. as of June 30, 2020, and the related statements of operations, changes in stockholder’s
equity and cash flows for the period from December 18, 2019 (inception) through June 30, 2020, and to the reference to our
Firm under the caption “Experts” in the Prospectus.
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/s/ WithumSmith+Brown, PC
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New York, New York
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November 17, 2020
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Exhibit 99.1
LIFESCI
ACQUISITION II CORP.
CHARTER
OF THE AUDIT COMMITTEE
OF THE BOARD
OF DIRECTORS
Purpose
and Policy
The primary purpose
of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”)
of LifeSci Acquisition II Corp. (the “Company”), in fulfilling the Board’s oversight responsibilities with
respect to the Company’s corporate accounting and financial reporting processes, the systems of internal control over financial
reporting, and audits of financial statements, as well as the quality and integrity of the Company’s financial statements
and reports and the qualifications, independence and performance of the registered public accounting firm or firms engaged as the
Company’s independent outside auditors for the purpose of preparing or issuing an audit report or performing other audit,
review or attest services (the “Auditors”). The Committee shall also provide oversight assistance in connection with
the Company’s legal, regulatory and ethical compliance programs as established by management and the Board. The operation
of the Committee shall be subject to the Bylaws of the Company as in effect from time to time.
The policy of the Committee,
in discharging these obligations, shall be to maintain and foster an open avenue of communication among the Committee, the Auditors
and the Company’s financial management.
Composition
The Committee shall
consist of no fewer than three members, absent a temporary vacancy. The Committee shall meet the “Audit Committee Requirements”
of the Nasdaq Stock Market and the independence and experience requirements of Section 10A(m)(3) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Members of the Committee may only receive director and committee member fees as compensation from the Company. The members of the
Committee shall be appointed by and serve at the discretion of the Board. Vacancies occurring on the Committee shall be filled
by the Board. The Chairman of the Committee shall be appointed by the Board. The Board may remove any member from the Committee
at any time with or without cause.
Meetings
and Minutes
The Committee shall
meet on at least a quarterly basis. Minutes of each meeting of the Committee shall be prepared and distributed to each director
of the Company and the Secretary of the Company. The Chairman of the Committee shall report to the Board from time to time, or
whenever so requested by the Board.
Authority
The Committee
shall have authority to appoint, determine compensation for, and at the Company’s expense, retain and oversee the
Auditors as set forth in Section 10A(m)(2) of the Exchange Act and the rules thereunder and otherwise to fulfill its
responsibilities under this charter. The Committee shall have authority to retain and determine compensation for, at the
expense of the Company, special legal, accounting or other advisors or consultants as it deems necessary or appropriate in
the performance of its duties. The Committee shall also have authority to pay, at the expense of the Company, ordinary
administrative expenses that, as determined by the Committee, are necessary or appropriate in carrying out its duties. Each
member of the Committee shall have full access to all books, records, facilities and personnel of the Company as deemed
necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder. The Committee
shall have authority to require that any of the Company’s personnel, counsel, accountants (including the Auditors) or
investment bankers, or any other consultant or advisor to the Company attend any meeting of the Committee or meet with any
member of the Committee or any of its special outside legal, accounting or other advisors or consultants. The approval of
this Charter by the Board shall be construed as a delegation of authority to the Committee with respect to the
responsibilities set forth herein.
Responsibilities
The Committee shall
oversee the Company’s financial reporting process on behalf of the Board, and shall have direct responsibility for the appointment,
compensation, retention and oversight of the work of the Auditors and any other registered public accounting firm engaged for the
purpose of performing other review or attest services for the Company. The Auditors and each such other registered public accounting
firm shall report directly and be accountable to the Committee. The Committee’s functions and procedures should remain flexible
to address most effectively changing circumstances.
It shall be the responsibility
of management to prepare the Company’s financial statements and periodic reports and the responsibility of the Auditors to
audit those financial statements. These functions shall not be the responsibility of the Committee, nor shall it be the Committee’s
responsibility to ensure that the financial statements or periodic reports are complete and accurate, conform to GAAP or otherwise
comply with applicable laws.
To implement the Committee’s
purpose and policy, the Committee shall be charged with the following functions and processes with the understanding, however,
that the Committee may supplement or (except as otherwise required by applicable laws or rules) deviate from these activities as
appropriate under the circumstances:
1. Evaluation
and Retention of Auditors. To evaluate the performance of the Auditors, including the lead partner, to assess their
qualifications (including their internal quality-control procedures and any material issues raised by that firm’s most
recent internal quality-control review or any investigations by regulatory authorities) and to determine whether to retain or
to terminate the engagement of the existing Auditors or to appoint and engage a different independent registered public
accounting firm, which retention shall be subject only to ratification by the Company’s stockholders (if the Committee
or the Board elects to submit such retention for ratification by the stockholders). At least annually, the Committee should
obtain and review a report by the Auditors that describes (1) the firm’s internal quality control procedures, (2) any
material issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight
Board review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities
in the past five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues,
and (3) all relationships between the firm and the Company or any of its subsidiaries; and to discuss with the independent
auditors this report and any relationships or services that may impact the objectivity and independence of the Auditors. At
least annually, the Committee should evaluate the qualifications, performance and independence of the Auditors, including an
evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner.
2.
Communication Prior to Engagement. Prior to engagement of any prospective Auditors, to review a written disclosure
by the prospective Auditors of all relationships between the prospective Auditors, or their affiliates, and the Company, or persons
in financial oversight roles at the Company, that may reasonably be thought to bear on independence, and to discuss with the prospective
Auditors the potential effects of such relationships on the independence of the prospective Auditors, consistent with Ethics and
Independence Rule 3526, Communication with Audit Committees Concerning Independence (“Rule 3526”), of the Public
Company Accounting Oversight Board (United States) (the “PCAOB”).
3.
Approval of Audit Engagements. To determine and approve engagements of the Auditors, prior to commencement of
such engagements, to perform all proposed audit, review and attest services, including the scope of and plans for the audit, the
adequacy of staffing, the compensation to be paid, at the Company’s expense, to the Auditors and the negotiation and execution,
on behalf of the Company, of the Auditors’ engagement letters, which approval may be pursuant to preapproval policies and
procedures established by the Committee consistent with applicable laws and rules, including the delegation of preapproval authority
to one or more Committee members so long as any such preapproval decisions are presented to the full Committee at the next scheduled
meeting. The Committee should review and discuss with the Auditors (1) the Auditors’ responsibilities under generally accepted
auditing standards and the responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope and
timing of the annual audit, (4) any significant risks identified during the Auditors’ risk assessment procedures and (5)
when completed, the results, including significant findings, of the annual audit.
4.
Approval of Non-Audit Services. To determine and approve engagements of the Auditors, prior to commencement of
such engagements (unless in compliance with exceptions available under applicable laws and rules related to immaterial aggregate
amounts of services), to perform any proposed permissible non-audit services, including the scope of the service and the compensation
to be paid therefor, at the Company’s expense, which approval may be pursuant to preapproval policies and procedures established
by the Committee consistent with applicable laws and rules, including the delegation of preapproval authority to one or more Committee
members so long as any such preapproval decisions are presented to the full Committee at the next scheduled meeting.
5. Auditor
Independence. At least annually, consistent with Rule 3526, to receive and review written disclosures from the
Auditors delineating all relationships between the Auditors, or their affiliates, and the Company, or persons in financial
oversight roles at the Company, that may reasonably be thought to bear on independence and a letter from the Auditors
affirming their independence, to consider and discuss with the Auditors any potential effects of any such relationships on
the independence of the Auditors as well as any compensation or services that could affect the Auditors’ objectivity
and independence, and to assess and otherwise take appropriate action to oversee the independence of the Auditors.
6.
Former Employees of Auditor. To consider and, if deemed appropriate, adopt clear policies regarding hiring of
employees or former employees of the Auditors that participated in any capacity in any Company audit.
7.
Audited Financial Statement Review. To review, upon completion of the audit, the financial statements proposed
to be included in the Company’s Registration Statements and Annual Report on Form 10-K to be filed with the SEC and to recommend
whether or not such financial statements should be so included.
8.
Annual Audit Results. To review with management and the Auditors, the results of the annual audit, including
the Auditors’ assessment of the quality, not just acceptability, of the Company’s accounting principles and practices,
the Auditors’ views about qualitative aspects of the Company’s significant accounting practices, the reasonableness
of significant judgments and estimates (including material changes in estimates), all known and likely misstatements identified
during the audit (other than those the Auditors believe to be trivial), the adequacy of the disclosures in the financial statements
and any other matters required to be communicated to the Committee by the Auditors under the standards of the PCAOB.
9.
Auditor Communications. At least annually, to discuss with the Auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, vol. 12. AU section 380), as adopted
by the PCAOB in Rule 3200T (including any successor rule adopted by the PCAOB).
10.
Quarterly Results. To review and discuss with management and the Auditors, as appropriate, the results
of the Auditors’ review of the Company’s quarterly financial statements, prior to public disclosure of quarterly financial
information, if practicable, or filing with the SEC of the Company’s Quarterly Report on Form 10-Q, and any other
matters required to be communicated to the Committee by the Auditors under generally accepted auditing standards, including standards
of the PCAOB, as appropriate.
11.
Earnings Releases. To review and discuss with management and the Auditors the Company’s earnings
press releases, including the type of information to be included and its presentation and the use of any pro forma, adjusted or
other non-GAAP financial information and any financial information and earnings guidance provided to analysts and ratings agencies,
including the type of information to be disclosed and type of presentation to be made.
12.
Management’s Discussion and Analysis. To review and discuss with management and the Auditors, as
appropriate, the Company’s disclosures contained under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in its periodic reports to be filed with the SEC.
13. Accounting
Principles and Policies. To review with management and the Auditors, as appropriate, significant issues that arise
regarding accounting principles and financial statement presentation, including critical accounting policies and practices,
alternative accounting policies available under generally accepted accounting principles (“GAAP”) related to
material items discussed with management, the potential impact on the Company’s financial statements of off-balance
sheet structures and any other significant reporting issues and judgments, significant regulatory, legal and accounting
initiatives or developments that may have a material impact on the Company’s financial statements, compliance programs
and policies if, in the judgment of the Committee, such review is necessary or appropriate.
14.
Risk Assessment and Management. To review and discuss with management and, as appropriate, the Auditors the Company’s
guidelines and policies with respect to risk assessment and risk management, including the Company’s major financial risk
exposures and the steps taken by management to monitor and control these exposures; and to review and discuss with management insurance
programs, including director and officer insurance, product liability insurance and general liability insurance (but excluding
compensation and benefits-related insurance).
15.
Management Cooperation with Audit. To evaluate the cooperation received by the Auditors during their audit examination,
including a review with the Auditors of any significant difficulties encountered during the audit or any restrictions on the scope
of their activities or access to required records, data and information and, whether or not resolved, significant disagreements
with management and management’s response, if any.
16.
Management Letters. To review and discuss with the Auditors and, if appropriate, management, any management or
internal control letter issued or, to the extent practicable, proposed to be issued by the Auditors and management’s response,
if any, to such letter, as well as any additional material written communications between the Auditors and management.
17.
National Office Communications. To review and discuss with the Auditors, as appropriate, communications between
the audit team and the Auditors’ national office with respect to accounting or auditing issues presented by the engagement.
18. Disagreements
Between Auditors and Management. To review with management and the Auditors, or any other registered public accounting
firm engaged to perform review or attest services, any conflicts or disagreements between management and the Auditors, or such
other accounting firm, whether or not resolved, regarding financial reporting, accounting practices or policies or other matters,
that individually or in the aggregate could be significant to the Company’s financial statements or the Auditors’
report, and to resolve any conflicts or disagreements regarding financial reporting.
19.
Internal Control Over Financial Reporting and Disclosure Controls. To confer with management and the Auditors,
as appropriate, regarding the scope, adequacy and effectiveness of internal control over financial reporting and disclosure controls
and procedures, including significant deficiencies or material weaknesses identified by the Auditors. To review with the management
and the Auditors any fraud, whether or not material, that includes management or other employees who have any significant role
in the Company’s internal control over financial reporting or disclosure controls, and any significant changes in internal
controls or disclosure controls or other factors that could significantly affect them, including any corrective actions in regard
to significant deficiencies or material weaknesses.
20.
Separate Sessions. Periodically, to meet in separate sessions with the Auditors, as appropriate, and management
to discuss any matters that the Committee, the Auditors or management believe should be discussed privately with the Committee.
21.
Correspondence with Regulators. To consider and review with management, the Auditors, outside counsel, as appropriate,
and any special counsel, separate accounting firm or other consultants and advisors as the Committee deems appropriate, any correspondence
with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial
statements or accounting policies.
22.
Complaint Procedures. To establish procedures, when and as required by applicable laws and rules, for the receipt,
retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters
and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters, and
to establish such procedures as the Committee may deem appropriate for the receipt, retention and treatment of complaints received
by the Company with respect to any other matters that may be directed to the Committee for review and assessment.
23.
Ethical Compliance; Compliance with Legal and Regulatory Requirements. To review the results of management’s
efforts to monitor compliance with the Company’s programs and policies designed to ensure adherence to applicable laws and
rules, as well as to its Code of Business Conduct and Ethics, as amended from time to time, and regarding legal matters and compliance
with legal and regulatory requirements that may have a material effect on the Company’s business, financial statements or
compliance policies, including any material reports or inquiries from regulatory or governmental agencies.
24.
Related-Person Transactions. To review and provide oversight of related-person transactions, as required by stock
exchange rules and regulations.
25.
Engagement of Registered Public Accounting Firms. To determine and approve engagements of any registered public
accounting firm (in addition to the Auditors), prior to commencement of such engagements, to perform any other review or attest
service, including the compensation to be paid, at the Company’s expense, to such firm and the negotiation and execution,
on behalf of the Company, of such firm’s engagement letter, which approval may be pursuant to preapproval policies and procedures,
including the delegation of preapproval authority to one or more Committee members, so long as any such preapproval decisions are
presented to the full Committee at the next scheduled meeting.
26.
Investment Policy. To review, on a periodic basis, as appropriate, the Company’s investment policy and
recommend to the Board any changes to the investment policy.
27.
Investigations. To investigate any matter brought to the attention of the Committee within the scope of its duties
if, in the judgment of the Committee, such investigation is necessary or appropriate.
28.
Proxy Report. To prepare the report of the Committee required by the rules of the SEC to be included in the
Company’s annual proxy statement.
29.
Annual Charter Review. To review and assess the adequacy of this charter annually and recommend any proposed
changes to the Board for approval.
30.
Report to Board. To report to the Board with respect to material issues that arise regarding the quality or integrity
of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance
or independence of the Auditors or such other matters as the Committee deems appropriate from time to time or whenever it shall
be called upon to do so.
31.
Annual Committee Evaluation. To conduct an annual evaluation of the performance of the Committee.
32.
General Authority. To perform such other functions and to have such powers as may be necessary or appropriate
in the efficient and lawful discharge of the foregoing.
33.
Internal Audit Function. Until the internal audit function of the Company is established, to assist with the
Board’s oversight of the design and implementation of an internal audit function; meet periodically with Company personnel
primarily responsible for designing and implementing the internal audit function; review with the Auditors the Company’s
plans for implementing the internal audit function, including management’s plans for internal audit’s budget, staff
and responsibilities; and report regularly to the Board regarding the design and implementation of internal audit. Once the internal
audit function is established, the Committee will monitor that the Company maintains an effective internal audit function and oversee
the internal auditors (or other personnel responsible for the internal audit function), who will report directly to the Committee.
Adopted: __, 2020
Exhibit 99.2
LIFESCI ACQUISITION II CORP.
CHARTER OF
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE
OF THE BOARD OF DIRECTORS
Purpose
The Nominating and Corporate Governance
Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of LifeSci Acquisition II
Corp. (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations
to stockholders and the Company and that the Company has and follows appropriate corporate governance practices and standards.
Committee Membership
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The Committee shall be comprised of directors, each of whom meets the independence requirements
established by the Board and applicable laws, regulations and listing requirements of the Nasdaq Stock Market, as in effect from
time to time.
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The Committee members shall be appointed by and serve at the discretion of the Board, acting by
majority vote. The Board may remove any member from the Committee at any time with or without cause, acting by majority vote.
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The Board may designate one member of the Committee as its Chairperson and in the absence of any
such designation by the Board, the Committee shall designate by majority vote of the full Committee one member of the Committee
as its Chairperson.
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Meetings and Procedures
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The Committee will set its own schedule of meetings and will meet at least twice per year, with
the option of holding additional meetings at such times as it deems necessary or appropriate. The Committee will maintain written
minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board, and shall report on its meetings
to the Board and any action taken or approved by the Committee.
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The Committee may form subcommittees for any purpose that the Committee deems appropriate and may
delegate to such subcommittees such power and authority as the Committee deems appropriate. The Committee shall not delegate to
a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Committee as a whole.
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Members of the Committee may not receive any compensation from the Company except the fees that
they receive for service as a member of the Board or any committee thereof.
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Authority and Responsibilities
To the extent it deems necessary or appropriate,
the Committee shall perform the following:
Board Composition, Evaluation and
Nominating Activities
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Evaluate the current composition, organization and governance of the Board and its committees,
determine future requirements and make recommendations to the Board for approval.
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Review periodically the policy and procedures for considering stockholder nominees for election
to the Board.
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Recommend for approval by the Board on an annual basis desired qualifications and characteristics
for Board membership and with corresponding attributes.
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Search for, identify, evaluate and recommend for the selection by the Board, candidates to fill
new positions or vacancies on the Board, and review any candidates recommended by stockholders.
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Evaluate the performance of individual members of the Board eligible for re-election, and recommend
for the selection by the Board, the director nominees for election to the Board at the annual meeting of stockholders.
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Evaluate the independence of directors and director nominees against the independence requirements
of the stock exchange rules and regulations and SEC rules and other applicable requirements.
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Evaluate director compensation, consulting with outside consultants and/or management, when appropriate,
and make recommendations to the Board regarding director compensation.
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Board Committees
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Review periodically the composition of each committee of the Board, the need for additional committees,
or changes in mandate or dissolution of existing committees, and make recommendations to the Board accordingly.
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Recommend to the Board persons to be members and chairpersons of the various committees.
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Corporate Governance Generally
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Develop and recommend to the Board a set of corporate governance principles and practices.
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Review annually the Company’s corporate governance principles and practices, the Company’s
compliance with these principles and practices, and recommend changes, as appropriate.
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Oversee the Company’s communications and relations with stockholders.
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Oversee the evaluation of the Company’s management.
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Oversee, review and report to Board regarding the Company’s succession planning for the Board,
senior management and other key employees.
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Periodically review and reassess the adequacy and scope this Charter and the Committee’s
established processes and procedures and recommend any proposed changes to the Board for approval.
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Oversee the Board’s performance and self-evaluation process, including conducting surveys
of director observations, suggestions and preferences regarding how effectively the Board operates.
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Oversee compliance by the Board and its committees with applicable laws and regulations, including
the stock exchange rules and regulations and SEC rules and regulations.
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Review annually the performance of the Committee.
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Conflicts of Interest
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Review and monitor the Company’s Code of Ethics.
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Consider questions of possible conflicts of interest of members of the Board and of corporate officers
and review actual or potential conflicts of interest or related party transactions involving members of the Board or officers of
the Company, and make determinations accordingly.
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In performing its responsibilities, the
Committee shall have the authority to hire and obtain advice, reports or opinions from internal or external counsel and expert
advisors, including sole authority to retain and terminate search firms to identify director candidates, and to set the terms and
fees for any such search firms, legal counsel and advisors.
Adopted: __, 2020
Exhibit 99.3
LIFESCI ACQUISITION II CORP.
COMPENSATION COMMITTEE CHARTER
OF THE BOARD OF DIRECTORS
Purpose of the Committee
The purposes of the
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of LifeSci Acquisition
II Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices,
including its executive, director and other incentive and equity-based compensation plans and to review and prepare any disclosures
required to be made by the Company in its periodic filings with the Securities and Exchange Commission (“SEC”) pursuant
to the rules and regulations of the SEC.
This Charter is intended
as a tool within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted
in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s charter
and bylaws (“Governing Documents”), it is not intended to establish by its own force any legally binding obligations.
Composition of the Committee
The members of the
Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. The Board
may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee
shall designate by majority vote of the full Committee one member of the Committee as its Chairperson. Vacancies on the Committee
shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy or by written
consent of the Board. No member of the Committee shall be removed except by majority vote of the Board. The Board may remove any
member from the Committee at any time with or without cause.
The Committee shall
be comprised of directors, each of whom meets the independence requirements established by the Board and applicable laws, regulations
and listing requirements of the Nasdaq Stock Market, except that the Committee may have as one of its members a “non-independent
director” under exceptional and limited circumstances pursuant to the exemption under Rule 5605(d)(2)(B) of the Nasdaq Stock
Market. At least two of the Committee members shall be “non-employee directors” as defined by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the Committee and the chairperson
shall be selected not less frequently than annually by the Board and serve at the pleasure of the Board. A Committee member (including
the chairperson) may be removed at any time, with or without cause, by the Board. Each member shall also be free of any relationship
that, in the judgment of the Board, would interfere with the exercise of his or her independent judgment.
Meetings and Procedures of the Committee
The Committee may fix
its own rules of procedure, which shall be consistent with the Governing Documents. The Committee shall meet at least annually,
or more frequently as circumstances require. The Chairperson of the Committee or a majority of the members of the Committee may
also call a special meeting of the Committee. A majority of the members of the Committee present in person or by means of a conference
telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall
constitute a quorum. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting,
if all members of the Committee consent thereto in writing, and the writing or writings are filled with the minutes of proceedings
of the Committee.
The Committee may request
that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee,
attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Company’s Chief
Executive Officer (“CEO”) shall not attend the portion of any meeting where the CEO’s performance or compensation
are discussed.
The Compensation Committee
shall report to the Board on Committee findings, recommendations and other matters the Committee deems appropriate or the Board
requests. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records
of the Company.
Delegation of Authority
The Committee may form
subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority
as the Committee deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the Committee as a whole.
The Committee may also
delegate to one or more executive officers of the Company the authority to make grants of equity-based compensation to eligible
individuals who are not executive officers. Any executive officer to whom the Committee grants such authority shall regularly report
to the Committee grants so made and the Committee may revoke any delegation of authority at any time.
Committee Responsibilities
The primary responsibilities
of the Committee shall be to:
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Ensure that the Company’s executive compensation programs are designed to enable it to recruit,
retain and motivate a large group of talented and diverse executives.
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Ensure that the Company’s executive compensation programs are appropriately competitive, support
organization objectives and stockholder interests, and ensure executive compensation is adequately designed to align the interests
of executive officers with the long-term performance of the Company.
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Review and report to the Board for its consideration any cash incentive compensation plans, option
plans or other equity based plans that provide for payment in the Company’s stock or are based on the value of the Company’s
stock, subject to any approvals required by the stockholders of the Company.
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Oversee all employee benefit plans and programs of the Company, its subsidiaries and divisions, including
the authority to adopt, amend and terminate such plans and programs (unless approval by the Board or stockholders is required by
law).
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Review and approve annual corporate goals and objectives relevant to the CEO’s compensation;
evaluate the CEO’s performance in light of those goals and objectives; and recommend for approval by the independent members
of the Board, the CEO’s compensation level based on this evaluation.
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Evaluate and recommend for Board approval, on an annual basis, the individual elements of total compensation
for the executive officers (within the meaning of Section 16 of the Exchange Act), other than the CEO, and other key executives.
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Evaluate and recommend for Board Approval any mandatory stock ownership guidelines.
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Review the compensation paid to non-employee directors and make recommendations to the Board for any
adjustments.
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Make all approvals necessary under Section 16, Section 162(m) and other regulatory provisions.
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If applicable, review and discuss the Compensation Discussion and Analysis (the “CD&A”)
required to be included in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the
SEC with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A
be so included.
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The Committee shall produce the annual Compensation Committee Report for inclusion in the Company’s
proxy statement in compliance with the rules and regulations promulgated by the SEC.
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Annually assess and report to the Board on the performance and effectiveness of the Committee.
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Review this Charter on an annual basis, update it as appropriate, and submit it for the approval of
the Board when updated.
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Undertake such other responsibilities or tasks as the Board may delegate or assign to the Committee
from time to time.
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Investigations and Studies; Outside
Advisers
The Committee may conduct
or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain,
at the Company’s expense, such independent legal counsel or other consultants or advisers as it deems necessary and appropriate,
including compensation consultants to advise the Committee with respect to amounts or forms of executive or director compensation,
and may rely on the integrity and advice of any such counsel or other advisers. It is the Committee’s intention that any
compensation consultant engaged to advise the Committee with respect to executive and director compensation will not engage in
work for the Company that is unrelated to executive and director compensation advisory services without prior approval of the Committee
Chairperson.
The Committee shall
be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, legal
counsel and other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by the compensation
committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by
the compensation committee. The Committee shall have sole authority to approve related fees and retention terms.
The Committee may select,
or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel,
only after taking into consideration all factors relevant to the adviser’s independence from management, including those
specified in the Nasdaq listing rules and the following factors:
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the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other
adviser;
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the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other
adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
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the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are
designed to prevent conflicts of interest;
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any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
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any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
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any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing
the adviser with a member of senior management.
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Notwithstanding
the foregoing, the Committee is not required to conduct an independence assessment for a compensation adviser that acts in a
role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K
promulgated by the SEC: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in
favor of Executive Officers or directors of the Company, and that is available generally to all salaried employees; and/or
(b) providing information that either is not customized for the Company or that is customized based on parameters that are
not developed by the adviser, and about which the adviser does not provide advice.
Adopted: __, 2020
Exhibit 99.4
CONSENT
LifeSci Acquisition II Corp. intends to file a Registration
Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering
securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the
undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Thomas Wynn
Date: November 17, 2020
Exhibit 99.5
CONSENT
LifeSci Acquisition II Corp. intends to file a Registration
Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering
securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the
undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Thomas Mathers
Date: November 17, 2020
Exhibit 99.6
CONSENT
LifeSci Acquisition II Corp. intends to file a Registration
Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering
securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the
undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Graham Walmsley
Date: November 17, 2020
Exhibit 99.7
CONSENT
LifeSci Acquisition II Corp. intends to file a Registration
Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering
securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the
undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Elizabeth Barrett
Date: November 17, 2020
Exhibit 99.8
CONSENT
LifeSci Acquisition II Corp. intends to file a Registration
Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering
securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the
undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Scott Janssen
Date: November 17, 2020