|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
84-4278203
(I.R.S. Employer Identification Number) |
|
|
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 (212) 407-4990 – Facsimile |
| |
Ryan J. Maierson, Esq.
Thomas G. Brandt, Esq. Erika L. Weinberg, Esq. Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 (713) 546-5400 (713) 546-5401 – Facsimile |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | ||||||||||||||||||||||||||||
Title of each class of securities to be registered
|
| | |
Amount to be
registered(1) |
| | |
Maximum
Offering Price Per Unit |
| | |
Proposed maximum
aggregate offering price(2) |
| | |
Amount of
registration fee(3)(4) |
| ||||||||||||
Common stock, par value $0.0001 per share
|
| | | | | 112,500,000 | | | | | | | — | | | | | | $ | 5,516.03 | | | | | | $ | 1 | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 5 | | | |
| | | | | 14 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 29 | | | |
| | | | | 66 | | | |
| | | | | 70 | | | |
| | | | | 94 | | | |
| | | | | 97 | | | |
| | | | | 99 | | | |
| | | | | 104 | | | |
| | | | | 108 | | | |
| | | | | 110 | | | |
| | | | | 111 | | | |
| | | | | 116 | | | |
| | | | | 119 | | | |
| | | | | 123 | | | |
| | | | | 146 | | | |
| | | | | 158 | | | |
| | | | | 165 | | | |
| | | | | 168 | | | |
| | | | | 169 | | | |
| | | | | 173 | | | |
| | | | | 187 | | | |
| | | | | 188 | | | |
| | | | | 193 | | | |
| | | | | 203 | | | |
| | | | | 208 | | | |
| | | | | 212 | | | |
| | | | | 218 | | | |
| EXPERTS | | | | | 218 | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 219 | | | |
| | | | | F-1 | | |
Equity Capitalization Summary
|
| |
Scenario 1
Assuming No Redemptions |
| |
Scenario 2
Assuming Maximum Redemptions |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
LSAQ Initial Stockholders(1)
|
| | | | 2,002,260 | | | | | | 1.5% | | | | | | 2,002,260 | | | | | | 1.6% | | |
Shares from Conversion of LSAQ Private Warrants(2)
|
| | | | 3,146,453 | | | | | | 2.4% | | | | | | 3,146,453 | | | | | | 2.5% | | |
LSAQ Public Stockholders(3)
|
| | | | 8,009,041 | | | | | | 6.0% | | | | | | 456,414 | | | | | | 0.4% | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | | | | | 75.1% | | | | | | 100,000,000 | | | | | | 79.6% | | |
PIPE Shares(4)
|
| | | | 20,000,000 | | | | | | 15.0% | | | | | | 20,000,000 | | | | | | 15.9% | | |
Total common stock
|
| | | | 133,157,754 | | | | | | 100.0% | | | | | | 125,605,127 | | | | | | 100.0% | | |
| | |
Assuming No.
Redemptions |
| |
Assuming 25%
Redemptions |
| |
Assuming 50%
Redemptions |
| |
Assuming 75%
Redemptions |
| |
Assuming
Maximum Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| ||||||||||||||||||||||||||||||
Base Scenario(1)
|
| | | | 110,011,301 | | | | | $ | 0.16 | | | | | | 107,694,906 | | | | | $ | (0.01) | | | | | | 105,797,358 | | | | | $ | (0.19) | | | | | | 103,899,809 | | | | | $ | (0.37) | | | | | | 102,421,106 | | | | | $ | (0.56) | | |
Conversion of
LSAQ Warrants(2) |
| | | | 113,157,754 | | | | | $ | 0.16 | | | | | | 110,841,359 | | | | | $ | (0.01) | | | | | | 108,943,811 | | | | | $ | (0.18) | | | | | | 107,046,262 | | | | | $ | (0.36) | | | | | | 105,567,559 | | | | | $ | (0.54) | | |
Issuance of PIPE Shares(3)
|
| | | | 130,011,301 | | | | | $ | 1.49 | | | | | | 127,694,906 | | | | | $ | 1.37 | | | | | | 125,797,358 | | | | | $ | 1.24 | | | | | | 123,899,809 | | | | | $ | 1.11 | | | | | | 122,421,106 | | | | | $ | 0.97 | | |
| | |
Assuming No Redemptions
|
| |
Assuming 25% Redemptions
|
| |
Assuming 50% Redemptions
|
| |
Assuming 75% Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceed (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemption) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| ||||||||||||||||||||||||||||||
| | | | | 8,009,041 | | | | | | 2.0% | | | | | | 5,664,470 | | | | | | 2.83% | | | | | | 3,776,314 | | | | | | 4.24% | | | | | | 1,888,157 | | | | | | 8.48% | | | | | | 456,414 | | | | | | 35.1% | | |
| | | | | | | | | | | |
Statement of Operations Data:
|
| |
For the
Period from December 18, 2019 (inception) through June 30, 2020 |
| |
Year
Ended June 30, 2021 |
| ||||||
Revenues
|
| | | $ | — | | | | | $ | — | | |
Loss from operations
|
| | | | (1,000) | | | | | | (591,846) | | |
Interest earned on investments held in Trust Account
|
| | | | — | | | | | | 30,397 | | |
Net (loss)
|
| | | | (1,000) | | | | | | (561,449) | | |
Weighted average shares outstanding – basic and diluted, redeemable common stock
|
| | | | — | | | | | | 8,009,041 | | |
Basic and diluted net income per share, redeemable common stock
|
| | | | 0.00 | | | | | | 0.00 | | |
Weighted average shares outstanding – basic and diluted, non-redeemable common stock
|
| | | | 1,875,000 | | | | | | 1,951,216 | | |
Basic and diluted net loss per share, non-redeemable common stock
|
| | | | 0.00 | | | | | | (0.29) | | |
Balance Sheet Data:
|
| |
As of
June 30, 2020 |
| |
As of
June 30, 2021 |
| ||||||
Working capital (deficit)
|
| | | $ | (4,000) | | | | | $ | 405,463 | | |
Trust Account
|
| | | | — | | | | | | 80,120,809 | | |
Total assets
|
| | | | 53,000 | | | | | | 80,658,077 | | |
Total liabilities
|
| | | | 29,000 | | | | | | 131,805 | | |
Value of common stock subject to redemption
|
| | | | — | | | | | | 75,526,270 | | |
Stockholders’ equity
|
| | | | 24,000 | | | | | | 5,000,002 | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Consolidated Statement of Operations and Comprehensive Loss:
|
| | | | | | | | | | | | | | | | | | | | |||||
Revenues:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues (including amounts with related parties)
|
| | | $ | 24,985,827 | | | | | $ | 5,957,796 | | | | | $ | 23,704,219 | | | | | $ | 14,080,998 | | |
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | | | 15,927,664 | | | | | | 3,878,171 | | | | | | 22,597,361 | | | | | | 7,852,390 | | |
Selling, general and administrative
|
| | | | 20,545,189 | | | | | | 11,568,893 | | | | | | 28,351,709 | | | | | | 22,012,162 | | |
Depreciation and amortization
|
| | | | 3,273,069 | | | | | | 2,020,623 | | | | | | 4,446,670 | | | | | | 3,343,802 | | |
Restructuring costs
|
| | | | — | | | | | | 699,473 | | | | | | 771,942 | | | | | | — | | |
Total operating expenses
|
| | | | 39,745,922 | | | | | | 18,167,160 | | | | | | 56,167,682 | | | | | | 33,208,354 | | |
Loss from operations
|
| | | | (14,760,095) | | | | | | (12,209,364) | | | | | | (32,463,463) | | | | | | (19,127,356) | | |
Other income:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 1,272 | | | | | | 74,465 | | | | | | 77,229 | | | | | | 625,608 | | |
Sublease income (including amounts with related parties)
|
| | | | 213,918 | | | | | | 464,588 | | | | | | 709,283 | | | | | | — | | |
Other income
|
| | | | 4,258 | | | | | | 4,193 | | | | | | 2,867 | | | | | | 32,972 | | |
Total other income
|
| | | | 219,448 | | | | | | 543,246 | | | | | | 789,379 | | | | | | 658,580 | | |
Net loss and other comprehensive loss
|
| | | $ | (14,540,647) | | | | | $ | (11,666,118) | | | | | $ | (31,674,084) | | | | | $ | (18,468,776) | | |
Loss per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (4.22) | | | | | $ | (1.38) | | | | | $ | (3.86) | | | | | $ | (2.22) | | |
Weighted average common shares outstanding:
|
| | | | | ||||||||||||||||||||
Weighted average shares used to
compute basic and diluted net loss per share |
| | | | 3,446,123 | | | | | | 8,425,655 | | | | | | 8,197,409 | | | | | | 8,310,604 | | |
| | |
June 30,
2021 |
| |
December 31,
|
| ||||||||||||
|
2020
|
| |
2019
|
| ||||||||||||||
Total assets
|
| | | $ | 44,068,144 | | | | | $ | 57,031,226 | | | | | $ | 40,327,720 | | |
Total liabilities
|
| | | | 19,605,056 | | | | | | 20,080,293 | | | | | | 8,029,973 | | |
Total preferred stock and stockholders’ deficit
|
| | | | 24,463,088 | | | | | | 36,950,933 | | | | | | 32,297,747 | | |
| | |
3-Month
% Stock Perf. |
| |
Valuation
|
| |
Projected Sales ($M)
|
| |
‘21 – ‘23
Sales CAGR |
| |
Implied EV/Sales Multiple
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
Equity
Value ($M) |
| |
Enterprise
Value ($M) |
| |
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Teladoc
|
| | | | -29.1% | | | | | $ | 28,767 | | | | | $ | 29,462 | | | | | $ | 1,367 | | | | | $ | 1,980 | | | | | $ | 2,614 | | | | | $ | 3,361 | | | | | $ | 4,350 | | | | | | 30.3% | | | | | | 21.6x | | | | | | 14.9x | | | | | | 11.3x | | | | | | 8.8x | | | | | | 6.8x | | |
GoodRx
|
| | | | -16.8% | | | | | $ | 15,765 | | | | | $ | 15,501 | | | | | $ | 551 | | | | | $ | 749 | | | | | $ | 1,040 | | | | | $ | 1,385 | | | | | $ | 1,871 | | | | | | 36.0% | | | | | | 28.1x | | | | | | 20.7x | | | | | | 14.9x | | | | | | 11.2x | | | | | | 8.3x | | |
1LifeHealthcare
|
| | | | -11.1% | | | | | $ | 6,129 | | | | | $ | 5,858 | | | | | $ | 380 | | | | | $ | 482 | | | | | $ | 600 | | | | | $ | 747 | | | | | $ | 471 | | | | | | 24.5% | | | | | | 15.4x | | | | | | 12.1x | | | | | | 9.8x | | | | | | 7.8x | | | | | | 12.4x | | |
American Well
|
| | | | -51.0% | | | | | $ | 4,098 | | | | | $ | 3,086 | | | | | $ | 245 | | | | | $ | 266 | | | | | $ | 339 | | | | | $ | 424 | | | | | $ | 570 | | | | | | 26.3% | | | | | | 12.6x | | | | | | 11.6x | | | | | | 9.1x | | | | | | 7.3x | | | | | | 5.4x | | |
Sema4
|
| | | | 8.1% | | | | | $ | 3,497 | | | | | $ | 2,997 | | | | | $ | 190 | | | | | $ | 265 | | | | | $ | 360 | | | | | $ | 504 | | | | | | NA | | | | | | 37.9% | | | | | | 15.8x | | | | | | 11.3x | | | | | | 8.3x | | | | | | 5.9x | | | | | | — | | |
Hims
|
| | | | -25.4% | | | | | $ | 2,345 | | | | | $ | 2,495 | | | | | $ | 149 | | | | | $ | 202 | | | | | $ | 240 | | | | | $ | 287 | | | | | $ | 393 | | | | | | 19.2% | | | | | | 16.8x | | | | | | 12.3x | | | | | | 10.4x | | | | | | 8.7x | | | | | | 6.3x | | |
Butterfly Network
|
| | | | -19.9% | | | | | $ | 2,760 | | | | | $ | 3,115 | | | | | $ | 44 | | | | | $ | 78 | | | | | $ | 138 | | | | | $ | 235 | | | | | $ | 334 | | | | | | 73.5% | | | | | | 70.8x | | | | | | 39.9x | | | | | | 22.6x | | | | | | 13.2x | | | | | | 9.3x | | |
Nano-X
|
| | | | -50.7% | | | | | $ | 1,636 | | | | | $ | 1,424 | | | | | $ | 0 | | | | | $ | 1 | | | | | $ | 51 | | | | | $ | 220 | | | | | $ | 571 | | | | | | NM | | | | | | — | | | | | | NM | | | | | | 27.8x | | | | | | 6.5x | | | | | | 2.5x | | |
Quantum-Si
|
| | | | 1.0% | | | | | $ | 1,517 | | | | | $ | 980 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 17 | | | | | $ | 49 | | | | | $ | 104 | | | | | | NM | | | | | | — | | | | | | — | | | | | | 57.7x | | | | | | 20.0x | | | | | | 9.4x | | |
Nautilus Biotech
|
| | | | 1.7% | | | | | $ | 1,479 | | | | | $ | 1,093 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 4 | | | | | $ | 17 | | | | | $ | 77 | | | | | | NM | | | | | | — | | | | | | — | | | | | | NM | | | | | | 64.3x | | | | | | 14.2x | | |
ShareCare
|
| | | | -15.1% | | | | | $ | 4,143 | | | | | $ | 3,742 | | | | | $ | 330 | | | | | $ | 396 | | | | | $ | 512 | | | | | $ | 629 | | | | | | NA | | | | | | 26.0% | | | | | | 11.3x | | | | | | 9.4x | | | | | | 7.3x | | | | | | 5.9x | | | | | | — | | |
Talkspace
|
| | | | -14.9% | | | | | $ | 1,635 | | | | | $ | 1,385 | | | | | $ | 74 | | | | | $ | 125 | | | | | $ | 205 | | | | | $ | 285 | | | | | | NA | | | | | | 51.0% | | | | | | 18.7x | | | | | | 11.1x | | | | | | 6.8x | | | | | | 4.9x | | | | | | — | | |
SomaLogic
|
| | | | NA | | | | | $ | 2,548 | | | | | $ | 1,862 | | | | | $ | 48 | | | | | $ | 33 | | | | | $ | 85 | | | | | $ | 111 | | | | | | NA | | | | | | 82.3% | | | | | | 38.8x | | | | | | 55.9x | | | | | | 21.9x | | | | | | 16.8x | | | | | | — | | |
Phreesia
|
| | | | -17.9% | | | | | $ | 2,656 | | | | | $ | 2,451 | | | | | $ | 149 | | | | | $ | 147 | | | | | $ | 184 | | | | | $ | 223 | | | | | $ | 271 | | | | | | 23.5% | | | | | | 16.5x | | | | | | 16.7x | | | | | | 13.3x | | | | | | 11.0x | | | | | | 9.1x | | |
Health Catalyst
|
| | | | 10.7% | | | | | $ | 2,517 | | | | | $ | 2,442 | | | | | $ | 189 | | | | | $ | 228 | | | | | $ | 275 | | | | | $ | 330 | | | | | $ | 397 | | | | | | 20.4% | | | | | | 12.9x | | | | | | 10.7x | | | | | | 8.9x | | | | | | 7.4x | | | | | | 6.2x | | |
Certara
|
| | | | -5.3% | | | | | $ | 5,005 | | | | | $ | 5,037 | | | | | $ | 244 | | | | | $ | 280 | | | | | $ | 321 | | | | | $ | 366 | | | | | $ | 430 | | | | | | 14.3% | | | | | | 20.7x | | | | | | 18.0x | | | | | | 15.7x | | | | | | 13.8x | | | | | | 11.7x | | |
Veeva
|
| | | | 2.3% | | | | | $ | 43,618 | | | | | $ | 42,018 | | | | | $ | 1,465 | | | | | $ | 1,448 | | | | | $ | 1,764 | | | | | $ | 2,097 | | | | | $ | 2,503 | | | | | | 20.3% | | | | | | 28.7x | | | | | | 29.0x | | | | | | 23.8x | | | | | | 20.0x | | | | | | 16.8x | | |
High
|
| | | | 10.7% | | | | | $ | 43,618 | | | | | $ | 42,018 | | | | | $ | 1,465 | | | | | $ | 1,980 | | | | | $ | 2,614 | | | | | $ | 3,361 | | | | | $ | 4,350 | | | | | | 82.3% | | | | | | 70.8x | | | | | | 55.9x | | | | | | 57.7x | | | | | | 64.3x | | | | | | 16.8x | | |
Mean | | | | | -14.6% | | | | | $ | 7,654 | | | | | $ | 7,350 | | | | | $ | 319 | | | | | $ | 393 | | | | | $ | 515 | | | | | $ | 663 | | | | | $ | 949 | | | | | | 34.7% | | | | | | 23.5x | | | | | | 19.5x | | | | | | 16.8x | | | | | | 13.7x | | | | | | 9.1x | | |
Median | | | | | -15.0% | | | | | $ | 2,760 | | | | | $ | 2,997 | | | | | $ | 189 | | | | | $ | 228 | | | | | $ | 275 | | | | | $ | 330 | | | | | $ | 430 | | | | | | 26.2% | | | | | | 17.7x | | | | | | 13.6x | | | | | | 12.3x | | | | | | 8.8x | | | | | | 9.1x | | |
Min
|
| | | | -51.0% | | | | | -$ | 686 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 4 | | | | | $ | 17 | | | | | $ | 0 | | | | | | 14.3% | | | | | | 6.8x | | | | | | 4.9x | | | | | | 2.5x | | | | | | 2.5x | | | | | | 2.5x | | |
Science 37
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 24 | | | | | $ | 52 | | | | | $ | 102 | | | | | $ | 182 | | | | | $ | 261 | | | | | | 87.1% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Science 37 Projected Sales ($M)
|
| |
2021 – 2023
Sales % CAGR |
| |||||||||||||||||||||||||||
|
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||||||
|
$24
|
| | | $ | 52 | | | | | $ | 102 | | | | | $ | 182 | | | | | $ | 261 | | | | | | 87.1% | | |
|
Enterprise Value/Sales – Science 37 Mean/Median Implied Valuation Range ($M)
|
| ||||||||||||||||||||||||
|
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||
| $573 – $433 | | | | $ | 1,016 – $708 | | | | | $ | 1,718 – $1,255 | | | | | $ | 2,500 – $1,595 | | | | | $ | 2,377 – $2,362 | | |
Equity Capitalization Summary
|
| |
Scenario 1
Assuming No Redemptions |
| |
Scenario 2
Assuming Maximum Redemptions |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
LSAQ Initial Stockholders(1)
|
| | | | 2,002,260 | | | | | | 1.5% | | | | | | 2,002,260 | | | | | | 1.6% | | |
Shares from Conversion of LSAQ Private Warrants(2)
|
| | | | 3,146,453 | | | | | | 2.4% | | | | | | 3,146,453 | | | | | | 2.5% | | |
LSAQ Public Stockholders(3)
|
| | | | 8,009,041 | | | | | | 6.0% | | | | | | 456,414 | | | | | | 0.4% | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | | | | | 75.1% | | | | | | 100,000,000 | | | | | | 79.6% | | |
PIPE Shares(4)
|
| | | | 20,000,000 | | | | | | 15.0% | | | | | | 20,000,000 | | | | | | 15.9% | | |
Total common stock
|
| | | | 133,157,754 | | | | | | 100.0% | | | | | | 125,605,127 | | | | | | 100.0% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Backlog
|
| | | $ | 119,430,990 | | | | | $ | 47,873,404 | | | | | $ | 71,557,586 | | | | | | 149.5% | | |
Net bookings
|
| | | | 44,109,227 | | | | | | 25,189,422 | | | | | | 18,919,805 | | | | | | 75.1% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Backlog
|
| | | $ | 59,595,561 | | | | | $ | 27,567,426 | | | | | $ | 32,028,135 | | | | | | 116.2% | | |
Net bookings
|
| | | | 55,732,354 | | | | | | 12,182,262 | | | | | | 43,550,092 | | | | | | 357.5% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 12,547,405 | | | | | $ | 2,891,369 | | | | | $ | 9,656,037 | | | | | | 334.0% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 7,289,330 | | | | | $ | 2,274,164 | | | | | $ | 5,015,167 | | | | | | 220.5% | | |
% of revenue
|
| | | | 58.1% | | | | | | 78.7% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 11,381,525 | | | | | $ | 5,680,479 | | | | | $ | 5,701,046 | | | | | | 100.4% | | |
% of revenue
|
| | | | 90.7% | | | | | | 196.5% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 1,776,320 | | | | | $ | 1,047,293 | | | | | $ | 729,027 | | | | | | 69.6% | | |
% of revenue
|
| | | | 14.2% | | | | | | 36.2% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| ||||||
Restructuring costs
|
| | | $ | — | | | | | $ | 45,293 | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 514 | | | | | $ | 4,133 | | | | | $ | (3,619) | | | | | | -87.6% | | |
Sublease income
|
| | | $ | 181,318 | | | | | $ | 232,294 | | | | | $ | (50,976) | | | | | | -21.9% | | |
Other income (expense)
|
| | | $ | 2,818 | | | | | $ | 2,487 | | | | | $ | 331 | | | | | | 13.3% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 24,985,827 | | | | | $ | 5,957,796 | | | | | $ | 19,028,031 | | | | | | 319.4% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 15,927,664 | | | | | $ | 3,878,171 | | | | | $ | 12,049,494 | | | | | | 310.7% | | |
% of revenue
|
| | | | 63.7% | | | | | | 65.1% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 20,545,189 | | | | | $ | 11,568,893 | | | | | $ | 8,976,296 | | | | | | 77.6% | | |
% of revenue
|
| | | | 82.2% | | | | | | 194.2% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 3,273,069 | | | | | $ | 2,020,623 | | | | | $ | 1,252,446 | | | | | | 62.0% | | |
% of revenue
|
| | | | 13.1% | | | | | | 33.9% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| ||||||
Restructuring costs
|
| | | $ | — | | | | | $ | 699,473 | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 1,272 | | | | | $ | 74,465 | | | | | $ | (73,193) | | | | | | -98.3% | | |
Sublease income
|
| | | $ | 213,918 | | | | | $ | 464,588 | | | | | $ | (250,670) | | | | | | -54.0% | | |
Other income (expense)
|
| | | $ | 4,258 | | | | | $ | 4,193 | | | | | $ | 65 | | | | | | 1.5% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 23,704,219 | | | | | $ | 14,080,998 | | | | | $ | 9,623,221 | | | | | | 68.3% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 22,597,361 | | | | | $ | 7,852,390 | | | | | $ | 14,744,971 | | | | | | 187.8% | | |
% of revenue
|
| | | | 95.3% | | | | | | 55.8% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 28,351,709 | | | | | $ | 22,012,162 | | | | | $ | 6,339,547 | | | | | | 28.8% | | |
% of revenue
|
| | | | 119.6% | | | | | | 156.3% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 4,446,670 | | | | | $ | 3,343,802 | | | | | $ | 1,102,868 | | | | | | 33.0% | | |
% of revenue
|
| | | | 18.8% | | | | | | 23.7% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| ||||||
Restructuring costs
|
| | | $ | 771,942 | | | | | $ | — | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 77,229 | | | | | $ | 625,608 | | | | | $ | (548,379) | | | | | | -87.7% | | |
Sublease income
|
| | | | 709,283 | | | | |
|
—
|
| | | | | 709,283 | | | | |
|
—
|
| |
Other income
|
| | | | 2,867 | | | | | | 32,972 | | | | | | (30,105) | | | | | | -91.3% | | |
| | |
2021
|
| |
2020
|
| ||||||
Net loss
|
| | |
$
|
(7,715,120)
|
| | | | $ | (5,916,947) | | |
Interest income
|
| | |
|
(514)
|
| | | | | (4,133) | | |
Depreciation and amortization
|
| | |
|
1,776,320
|
| | | | | 1,047,293 | | |
Other income
|
| | |
|
(184,136)
|
| | | | | (234,781) | | |
Stock-based compensation expense
|
| | |
|
689,494
|
| | | | | (135,966) | | |
Restructuring costs
|
| | |
|
—
|
| | | | | 45,293 | | |
Adjusted EBITDA
|
| | | $ | (5,433,956) | | | | |
$
|
(5,199,240)
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Net loss
|
| | |
$
|
(14,540,647)
|
| | | | $ | (11,666,118) | | |
Interest income
|
| | |
|
(1,272)
|
| | | | | (74,465) | | |
Depreciation and amortization
|
| | |
|
3,273,069
|
| | | | | 2,020,623 | | |
| | |
2021
|
| |
2020
|
| ||||||
Other income
|
| | |
|
(218,176)
|
| | | | | (468,781) | | |
Stock-based compensation expense
|
| | |
|
915,117
|
| | | | | 225,623 | | |
Restructuring costs
|
| | |
|
—
|
| | | | | 699,473 | | |
Adjusted EBITDA
|
| | |
$
|
(10,571,910)
|
| | | | $ | (9,263,645) | | |
|
| | |
2020
|
| |
2019
|
| ||||||
Net loss
|
| | | $ | (31,674,084) | | | | | $ | (18,468,776) | | |
Interest income
|
| | | | (77,229) | | | | | | (625,608) | | |
Depreciation and amortization
|
| | | | 4,446,670 | | | | | | 3,343,802 | | |
Other income(1)
|
| | | | (712,150) | | | | | | (32,972) | | |
Stock-based compensation expense
|
| | | | 122,032 | | | | | | 392,566 | | |
Restructuring costs
|
| | | | 771,942 | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | (27,122,819) | | | | | $ | (15,390,988) | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (8,796,316) | | | | | $ | (11,244,929) | | | | | $ | 2,448,614 | | |
Net cash (used in) investing activities
|
| | | | (6,708,333) | | | | | | (2,559,698) | | | | | | (4,148,635) | | |
Net cash provided by financiing activities
|
| | | | 1,132,986 | | | | | | 72,991 | | | | | | 1,059,995 | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (25,475,509) | | | | | $ | (15,598,347) | | | | | $ | (9,877,162) | | |
Net cash (used in) investing activities
|
| | | | (6,166,293) | | | | | | (3,991,753) | | | | | | (2,174,540) | | |
Net cash provided by financiing activities
|
| | | | 36,316,875 | | | | | | 34,768,320 | | | | | | 1,548,555 | | |
| | |
Assuming No
Redemption of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 8,009,041 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 133,157,754 | | |
| | |
Assuming
Maximum Redemptions of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 456,414 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 125,605,127 | | |
| | | | | | | | | | | | | | |
Assuming No Redemption
of LSAQ Shares |
| |
Assuming Maximum
Redemptions of LSAQ Shares |
| ||||||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||||||||
Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and equivalents
|
| | | $ | 18,808 | | | | | $ | 416 | | | | | $ | 80,121 | | | |
2 A
|
| | | $ | 269,648 | | | | | $ | 80,121 | | | |
2 A
|
| | | $ | 194,122 | | |
| | | | | | | | | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | |
| | | | | | | | | | | | | | | | | 200,000 | | | |
2 F
|
| | | | | | | | | | 200,000 | | | |
2 F
|
| | | | | | |
| | | | | | | | | | | | | | | | | 303 | | | |
2 G
|
| | | | | | | | | | 303 | | | |
2 G
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75,526) | | | |
2 I
|
| | | | | | |
Restricted cash
|
| | | | 303 | | | | | | — | | | | | | (303) | | | |
2 G
|
| | | | — | | | | | | (303) | | | |
2 G
|
| | | | — | | |
Accounts receivable (including amounts with related
parties) |
| | | | .6,139 | | | | | | — | | | | | | — | | | | | | | | | 6,139 | | | | | | — | | | | | | | | | 6,139 | | |
Prepaid expenses and other current assets
|
| | | | 3,088 | | | | | | 121 | | | | | | — | | | | | | | | | 3,209 | | | | | | — | | | | | | | | | 3,209 | | |
Total current assets
|
| | | | 28,338 | | | | | | 537 | | | | | | 250,121 | | | | | | | | | 278,996 | | | | | | 174,595 | | | | | | | | | 203,470 | | |
Cash and marketable securities held in Trust Account
|
| | | | — | | | | | | 80,121 | | | | | | (80,121) | | | |
2 A
|
| | | | — | | | | | | (80,121) | | | |
2 A
|
| | | | — | | |
Property, plant and equipment, net
|
| | | | 687 | | | | | | — | | | | | | — | | | | | | | | | 687 | | | | | | — | | | | | | | | | 687 | | |
Capitalized software, net
|
| | | | 12,080 | | | | | | — | | | | | | — | | | | | | | | | 12,080 | | | | | | — | | | | | | | | | 12,080 | | |
Operating lease right-of-use assets
|
| | | | 2,638 | | | | | | — | | | | | | — | | | | | | | | | 2,638 | | | | | | — | | | | | | | | | 2,638 | | |
Other assets
|
| | | | 325 | | | | | | — | | | | | | — | | | | | | | | | 325 | | | | | | — | | | | | | | | | 325 | | |
Total assets
|
| | | $ | 44,068 | | | | | $ | 80,658 | | | | | $ | 170,000 | | | | | | | | $ | 294,726 | | | | | $ | 94,474 | | | | | | | | $ | 219,200 | | |
Liabilities and Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 3,624 | | | | | $ | 132 | | | | | $ | — | | | | | | | | $ | 3,756 | | | | | $ | — | | | | | | | | $ | 3,756 | | |
Accrued expenses and other liabilities. .
|
| | | | 6,513 | | | | | | — | | | | | | — | | | | | | | | | 6,513 | | | | | | — | | | | | | | | | 6,513 | | |
Deferred revenue
|
| | | | 5,735 | | | | | | — | | | | | | — | | | | | | | | | 5,735 | | | | | | — | | | | | | | | | 5,735 | | |
Total current liabilities
|
| | | | 15,872 | | | | | | 132 | | | | | | — | | | | | | | | | 16,004 | | | | | | — | | | | | | | | | 16,004 | | |
Long-term deferred revenue
|
| | | | 736 | | | | | | — | | | | | | — | | | | | | | | | 736 | | | | | | — | | | | | | | | | 736 | | |
Operating lease liabilities. .
|
| | | | 1,829 | | | | | | — | | | | | | — | | | | | | | | | 1,829 | | | | | | — | | | | | | | | | 1,829 | | |
Contingent liability for issuance of earn-out shares
|
| | | | | | | | | | | | | | | | 81,000 | | | |
2 J
|
| | | | 81,000 | | | | | | 81,000 | | | |
2 J
|
| | | | 81,000 | | |
Other long-term liabilities
|
| | | | 1,168 | | | | | | — | | | | | | — | | | | | | | | | 1,168 | | | | | | — | | | | | | | | | 1,168 | | |
Total liabilities
|
| | | | 19,605 | | | | | | 132 | | | | | | 81,000 | | | | | | | | | 100,737 | | | | | | 81,000 | | | | | | | | | 100,737 | | |
Common stock subject to possible redemptions
|
| | |
|
—
|
| | | |
|
75,526
|
| | | |
|
(75,526)
|
| | |
2 C
|
| | |
|
—
|
| | | |
|
(75,526)
|
| | |
2 C
|
| | |
|
—
|
| |
Redeemable convertible preferred stock
|
| | |
|
143,086
|
| | | |
|
—
|
| | | |
|
(143,086)
|
| | |
2 D
|
| | |
|
—
|
| | | |
|
(143,086)
|
| | |
2 D
|
| | |
|
—
|
| |
Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock, par value
|
| | | | 1 | | | | | | — | | | | | | 12 | | | |
CEF
|
| | | | 13 | | | | | | 12 | | | |
CEF
|
| | | | 13 | | |
Additional paid-in capital
|
| | | | 3,664 | | | | | | 5,562 | | | | | | (5,562) | | | |
2 C
|
| | | | 316,264 | | | | | | (5,562) | | | |
2 C
|
| | | | 240,738 | | |
| | | | | | | | | | | | | | | | | 81,087 | | | |
2 C
|
| | | | | | | | | | 81,087 | | | |
2 C
|
| | | | | | |
| | | | | | | | | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | |
| | | | | | | | | | | | | | | | | 143,086 | | | |
2 D
|
| | | | | | | | | | 143,086 | | | |
2 D
|
| | | | | | |
| | | | | | | | | | | | | | | | | (10) | | | |
2 E
|
| | | | | | | | | | (10) | | | |
2 E
|
| | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
2 E
|
| | | | | | | | | | 1 | | | |
2 E
|
| | | | | | |
| | | | | | | | | | | | | | | | | 199,998 | | | |
2 F
|
| | | | | | | | | | 199,998 | | | |
2 F
|
| | | | | | |
| | | | | | | | | | | | | | | | | (81,000) | | | |
2 J
|
| | | | | | | | | | (81,000) | | | |
2 J
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75,526) | | | |
2 I
|
| | | | | | |
| | | | | | | | | | | | | | | | | (562) | | | |
2 H
|
| | | | | | | | | | (562) | | | |
2 H
|
| | | | | | |
Accumulated deficit
|
| | | | (122,288) | | | | | | (562) | | | | | | 562 | | | |
2 H
|
| | | | (122,288) | | | | | | 562 | | | |
2 H
|
| | | | (122,288) | | |
Total stockholders’ equity (deficit)
|
| | | | (118,623) | | | | | | 5,000 | | | | | | 307,612 | | | | | | | | | 193,989 | | | | | | 232,086 | | | | | | | | | 118,463 | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
|
| | | $ | 44,068 | | | | | $ | 80,658 | | | | | $ | 170,000 | | | | | | | | $ | 294,726 | | | | | $ | 94,474 | | | | | | | | $ | 219,200 | | |
| | | | | |
Pro Forma Combined
|
| | | | | | | |||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| | | ||||||||||||||||
Revenues, including related party
|
| | | $ | 23,704 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 23,704 | | | | | ||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Cost of revenues
|
| | | | 22,597 | | | | | | — | | | | | | — | | | | | | | | | 22,597 | | | | | ||||
Selling, general and administrative
|
| | | | 28,351 | | | | | | 84 | | | | | | — | | | | | | | | | 28,435 | | | | | ||||
Depreciation
|
| | | | 4,447 | | | | | | — | | | | | | — | | | | | | | | | 4,447 | | | | | ||||
Restructuring costs
|
| | | | 772 | | | | | | — | | | | | | — | | | | | | | | | 772 | | | | | ||||
Total operating expenses
|
| | | | 56,167 | | | | | | 84 | | | | | | — | | | | | | | | | 56,251 | | | | | ||||
Loss from operations
|
| | | | (32,463) | | | | | | (84) | | | | | | — | | | | | | | | | (32,547) | | | | | ||||
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Interest income
|
| | | | 77 | | | | | | 5 | | | | | | (5) | | | |
K
|
| | | | 77 | | | | | ||||
Sublease income (including amounts with related parties)
|
| | | | 709 | | | | | | — | | | | | | — | | | | | | | | | 709 | | | | | ||||
Other income
|
| | | | 3 | | | | | | — | | | | | | — | | | | | | | | | 3 | | | | | ||||
Total other income
|
| | | | 789 | | | | | | 5 | | | | | | (5) | | | | | | | | | 789 | | | | | ||||
Net loss
|
| | | $ | (31,674) | | | | | $ | (79) | | | | | $ | (5) | | | | | | | | $ | (31,758) | | | | | ||||
Weighted average common shares outstanding, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 133,157,755 | | | | | ||||
Basic and diluted net loss per common share, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.24) | | | | | ||||
Weighted average common shares outstanding, assuming maximum redemptions of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 125,605,127 | | | | | ||||
Basic and diluted net loss per common share, assuming maximum redemptions of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.25) | | | | |
| | | | | |
Pro Forma Combined
|
| |||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||
Revenues, including related parties
|
| | | $ | 24,986 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 24,986 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 15,928 | | | | | | — | | | | | | — | | | | | | | | | 15,928 | | |
Selling, general and administrative
|
| | | | 20,545 | | | | | | 506 | | | | | | — | | | | | | | | | 21,051 | | |
Depreciation
|
| | | | 3,273 | | | | | | — | | | | | | — | | | | | | | | | 3,273 | | |
Total operating expenses
|
| | | | 39,746 | | | | | | 506 | | | | | | — | | | | | | | | | 40,252 | | |
Loss from operations
|
| | | | (14,760) | | | | | | (506) | | | | | | — | | | | | | | | | (15,266) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 1 | | | | | | 25 | | | | | | (25) | | | |
K
|
| | | | 1 | | |
Sublease income
|
| | | | 214 | | | | | | — | | | | | | — | | | | | | | | | 214 | | |
Other income
|
| | | | 4 | | | | | | — | | | | | | — | | | | | | | | | 4 | | |
Total other income
|
| | | | 219 | | | | | | 25 | | | | | | (25) | | | | | | | | | 219 | | |
Net loss
|
| | | $ | (14,541) | | | | | $ | (481) | | | | | $ | (25) | | | | | | | | $ | (15,047) | | |
Weighted average common shares outstanding, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 133,157,755 | | |
Basic and diluted net loss per common share, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.11) | | |
Weighted average common shares outstanding, assuming maximum redemptions of LSAQ
shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 125,605,127 | | |
Basic and diluted net loss per common share, assuming maximum redemptions of LSAC
shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.12) | | |
| | |
Assuming No
Redemption of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 8,009,041 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 133,157,754 | | |
| | |
Assuming
Maximum Redemptions of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 456,414 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 125,605,127 | | |
| | |
Science 37
(Historical) |
| |
LSAQ
(Historical) |
| |
Pro Forma
Combined (Assuming Minimum Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||
As of and for the Six Months Ended June 30, 2021
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (26.43) | | | | | $ | 2.03 | | | | | $ | 1.46 | | | | | $ | 0.94 | | |
Net loss per non-redeemable share – basic and diluted
|
| | | $ | (4.22) | | | | | $ | (0.24) | | | | | $ | (0.11) | | | | | $ | (0.12) | | |
Weighted average non-redeemable shares outstanding – basic and diluted
|
| | | | 3,446,123 | | | | | | 1,951,216 | | | | | | 133,157,754 | | | | | | 605,127 | | |
Net loss per redeemable share – basic and diluted
|
| | | $ | (0.35) | | | | | $ | 0.00 | | | | | | N/A | | | | | | N/A | | |
Weighted average redeemable shares outstanding – basic and diluted
|
| | | | N/A | | | | | | 8,009,041 | | | | | | N/A | | | | | | N/A | | |
As of and for the Year Ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (38.38) | | | | | $ | 1.95 | | | | | | N/A | | | | | | N/A | | |
Net loss per non-redeemable share – basic and diluted(2)
|
| | | $ | (3.86) | | | | | $ | (0.04) | | | | | $ | (0.24) | | | | | $ | (0.25) | | |
Weighted average non-redeemable shares outstanding – basic and diluted
|
| | | | 8,197,409 | | | | | | 1,875,000 | | | | | | 133,157,754 | | | | | | 125,605,127 | | |
Net loss per redeemable share – basic and diluted
|
| | | $ | (0.87) | | | | | $ | 0.00 | | | | | | N/A | | | | | | N/A | | |
Weighted average redeemable shares outstanding – basic and diluted
|
| | | | N/A | | | | | | 8,009,041 | | | | | | N/A | | | | | | N/A | | |
|
Science 37
|
| |
Combined Company
|
|
|
Authorized Capital Stock
|
| |||
|
Science 37 common stock. Science 37 is currently authorized to issue 62,958,114 shares of common stock, par value $0.0001 per share. As of August 19, 2021, there were 4,533,510 shares of Science 37 Common Stock outstanding.
Science 37 preferred stock. Science 37 is currently authorized to issue 41,692,230 shares of preferred stock, par value $0.0001 per share; of such authorized and unissued shares of preferred stock, Science 37 created (i) a series of preferred stock designated as Series A Preferred Stock and is currently authorized to issue 6,746,233 shares of such Series A Preferred Stock, (ii) a series of preferred stock designated as Series B Preferred Stock and is currently authorized to issue 7,588,369 shares of such Series B Preferred Stock, (iii) a series of preferred stock designated as Series C Preferred Stock and is currently authorized to issue 6,001,269 shares of such Series B Preferred Stock, (iv) a series of preferred stock designated as Series D Preferred Stock and is currently authorized to issue 12,317,871 shares of such Series D Preferred Stock and (v) a series of preferred stock designated as Series D-1 Preferred Stock and is currently authorized to issue 9,038,488 shares of such Series D-1 Preferred Stock). As of August 19, 2021,
|
| |
Combined Company Common Stock. The Combined Company will be authorized to issue 500,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of common stock, par value $0.0001 per share and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share. As of August 19, 2021, we expect there will be 130,011,000 shares of Combined Company Common Stock outstanding following consummation of the Business Combination.
Combined Company preferred stock. Following consummation of the Business Combination, the Combined Company is not expected to have any preferred stock outstanding.
|
|
|
Science 37
|
| |
Combined Company
|
|
| there were 41,587,368 shares of Science 37 Redeemable Convertible Preferred Stock outstanding. | | | | |
|
Conversion
|
| |||
|
At any time, each holder of Science 37 preferred stock shall have the right, at such holder’s option and by delivery of written notice to Science 37, to convert any or all of such holder’s shares of preferred stock into shares of common stock at the then effective conversion rate. Each share of Series A, Series B, Series C, Series D and Series D-1 Preferred Stock is currently convertible into one share of Science 37 Common Stock.
Upon the earlier of (i) the closing of Science 37’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act, the public offering price of which is not less than $17.50 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such shares) and $30,000,000 (net of underwriting discounts and commissions) in the aggregate, or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the affirmative vote or written consent of the holders of at least a majority of the shares of Science 37 Preferred Stock then outstanding (voting together as a single class and not as separate series, and on an as-converted basis), each share of Science 37 Preferred Stock then outstanding will automatically convert, without any action on the part of any holder thereof, into shares of Science 37 Common Stock at the then effective conversion rate.
|
| | There are no conversion rights relating to the Combined Company Common Stock | |
|
Number and Qualification of Directors
|
| |||
| The number of directors that constitute the Science 37 board of directors shall be seven (7). Directors need not be stockholders. | | | Subject to the Director Nomination Agreement, the number of directors that constitutes the Combined Company board of directors shall be determined from time to time by the board of directors. Directors need not be residents of the State of Delaware or stockholders. | |
|
Structure of Board; Election of Directors
|
| |||
| The holders of Series A Preferred Stock shall be entitled to elect two directors at any election of directors. The holders of Series B Preferred Stock shall be entitled to elect one director at any election of directors. The holders of Series D Preferred Stock shall be entitled to elect one director at any election of directors. The holders of Common Stock shall be entitled to elect one director at any election of directors. The holders of Science 37 Preferred | | |
Following the Business Combination, the members of the Combined Company board of directors will be as elected by the holders of LSAQ common stock at the Special Meeting pursuant to the Director Election Proposal.
Combined Company stockholders shall elect directors, each of whom shall hold office for an initial term ending in either 2022, 2023 or 2024, and thereafter for a term of three years or until his or
|
|
|
Science 37
|
| |
Combined Company
|
|
|
Stock and Science 37 Common Stock (voting together as a single class and not as a separate series, and on an as-converted basis) shall be entitled to elect any remaining directors at any election of directors.
The stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Subject to the rights of holders of any series of preferred stock to elect directors, any vacancy on the board of directors may be filled by the board of directors.
|
| | her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect directors. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, any vacancy on the board of directors and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. | |
|
Removal of Directors
|
| |||
| Any director or the entire Science 37 board of directors may be removed, with or without cause, by the holders of a majority of the voting power of outstanding shares of capital stock entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series. | | | Subject to the rights of holders of any series of preferred stock to elect directors, any director may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least 66 and 2/3% of the voting power of the issued and outstanding shares of capital stock of the Combined Company entitled to vote in the election of directors, voting together as a single class. | |
|
Voting
|
| |||
|
Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders, except in the case of certain approvals which only require the vote of the holders of preferred stock.
The holders of preferred stock shall be entitled to vote with the holders of common stock on all matters submitted for a vote of the holders of common stock. Each share of preferred stock is entitled to a number of votes equal to the number of shares of common stock into which each such share of preferred stock is then convertible, as calculated at the then effective conversion rate at the time of the related record date. Each share of Series A, Series B, Series C, Series D and Series D-1 Preferred Stock is currently convertible into one share of Science 37 common stock.
Except for the election of directors, any matter presented to the stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast by the holders of all shares of stock of Science 37 which are present in person or by proxy and voting affirmatively or negatively thereon.
Science 37 may not, without first obtaining the written consent of the holders of at least a majority
|
| | Each share of Combined Company Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. | |
|
Science 37
|
| |
Combined Company
|
|
| of the then outstanding shares of Science 37 Preferred Stock, take any of the following actions: (i) liquidate, dissolve or wind-up the business and affairs of Science 37, or effect any other merger, acquisition or consolidation; (ii) amend, alter or repeal any provision of Science 37’s charter or Science 37’s bylaws; provided, however, that in order to effect any such amendment, alteration or repeal that affects the powers, rights, preferences, privileges or special rights of any series of Science 37 Preferred Stock adversely without so affecting the entire class of Preferred Stock in the same manner, then the separate approval of at least 66% of the outstanding shares of such series of Preferred Stock shall be required; (iii) pay or declare any dividend on any shares of capital stock; (iv) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock at the original purchase price or at the lower of the original purchase price or the then current fair market value of such shares from employees, officers, directors, consultants or other persons performing services for Science 37 or any subsidiary pursuant to agreements under which Science 37 has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal; (v) create, or authorize the creation of, or issue, or authorize the issuance of, any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of Science 37 and its subsidiaries for borrowed money following such action would exceed $2,000,000; (vi) create, or consummate a transaction that results in the corporation holding capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by Science 37, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of Science 37, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; change the authorized number of directors; (viii) increase the number of shares of Common Stock reserved for issuance to service providers pursuant to Science 37’s equity compensation or option plan or arrangements or authorize or create any new equity incentive plan; | | | | |
|
Science 37
|
| |
Combined Company
|
|
|
(ix) authorize or issue any equity security (including any other security convertible into or exercisable for any such equity security) having a preference over, or being on a parity with, any series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption; or (x) A) reclassify, alter or amend any existing security of Science 37 that is pari passu with any series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to such series of Science 37 Preferred Stock in respect of any such right, preference or privilege or (B) reclassify, alter or amend any existing security of this corporation that is junior to a series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with such series of Science 37 Preferred Stock in respect of any such right, preference or privilege.
Science 37 may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of Series D Preferred Stock and/or Series D-1 Preferred Stock, take any of the following actions: (i) increase or decrease the total number of authorized shares of Series D Preferred Stock and/or Series D-1 Preferred Stock; (ii) pay or declare any dividend on any shares of capital stock; (iii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Science 37 Preferred Stock or Science 37 Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Science 37 Common Stock at the original purchase price or at the lower of the original purchase price or the then current fair market value of such shares from employees, officers, directors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which Science 37 has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal; (iv) reclassify, alter or amend any existing security of Science 37 that is junior to the Series D Preferred Stock and/or the Series D-1 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series D Preferred Stock and/or the Series D-1 Preferred Stock in respect of any such
|
| | | |
|
Science 37
|
| |
Combined Company
|
|
| right, preference or privilege; or (v) amend, alter or repeal any provision of the charter or bylaws of Science 37 if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the shares of Series D Preferred Stock and/or Series D-1 Preferred Stock so as to affect them adversely. | | | | |
|
Supermajority Voting Provisions
|
| |||
| Not applicable. | | |
Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, the board of directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting entitled to vote at an election of directors.
The adoption, amendment or repeal of the Combined Company Bylaws by the stockholders shall require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote generally in an election of directors.
The following provisions in the Proposed Charter may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock entitled to vote thereon, voting together as a single class: Part B of Article IV (Capital Stock — Preferred Stock), Article V (Board of Directors), Article VI (Stockholders), Article VII (Liability), Article VIII (Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments).
|
|
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in Science 37’s charter; however, Science 37’s charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Unless otherwise provided by law or Science 37’s charter, any newly created directorship or any vacancy occurring in the Science 37 board of directors for any cause may be filled only by a majority of the remaining members of the board of directors, even if such majority is less than a quorum, or by the sole remaining director. | | | Unless otherwise provided by the Director Nomination Agreement and subject to any special rights of the holders of one or more outstanding series of preferred stock to elect directors, any vacancy on the board of directors and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or | |
|
Science 37
|
| |
Combined Company
|
|
| | | | by a sole remaining director. | |
|
Special Meeting of the Board of Directors
|
| |||
| Special meetings of the board of directors may be called by the Chief Executive Officer upon two (2) days’ notice to all directors, or by any two members of the board of directors, in like manner and on like notice. | | | The Combined Company Bylaws provide that special meetings of the Combined Company board of directors may be called by the chairperson of the Combined Company board of directors, the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the board of directors. | |
|
Amendment to Certificate of Incorporation
|
| |||
| Under Delaware law, an amendment to a charter generally requires the approval of Science 37’s board of directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class. In addition, in accordance with Science 37’s charter, (i) a majority of the voting power of the Science 37 Preferred Stock shall be required for any amendments that adversely affects the powers, preferences or rights of the Science 37 Preferred Stock; provided, however, that if any amendment, alteration or repeal affects the powers, rights, preferences, privileges or special rights of any series of Science 37 Preferred Stock adversely without so affecting the entire class of Science 37 Preferred Stock in the same manner, then the separate approval of at least 66% of the outstanding shares of such series of Preferred Stock shall be required, and (ii) a majority of the Series D Preferred Stock and/or Series D-1 Preferred Stock shall be required for amendments that alter or change the powers, preferences, or special rights of the shares of Series D Preferred Stock and/or Series D-1 Preferred Stock so as to affect them adversely. | | |
The Proposed Charter provides that the following provisions in Proposed Charter may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 and 2/3% in voting power all the then outstanding shares of Combined Company’s stock entitled to vote thereon, voting together as a single class: (i) Article IV of the Proposed Charter relating to the Combined Company’s capital stock; (ii) Article V of the Proposed Charter relating to the board of directors; (iii) Article VI of the Proposed Charter relating to relating to stockholder actions by written consent and annual and special stockholder meetings; (iv) Article VII of the Proposed Charter relating to limitation of director liability; (v) Article VIII of the Proposed Charter relating to indemnification; (vi) Article IX of the Proposed Charter relating to corporate opportunity; and (vii) Article X of the Proposed Charter relating to the amendment of the Proposed Charter.
For any other amendment, the Proposed Charter applies Delaware law, which allows an amendment to a charter generally with the affirmative vote of a majority of the outstanding shares of voting stock entitled to vote thereon, voting together as a single class.
|
|
|
Amendment of Bylaws
|
| |||
| Science 37’s bylaws may be amended, altered, rescinded or repealed by the vote of Science 37 stockholders entitled to cast at least a majority of the votes which all Science 37 stockholders are entitled to cast thereon. | | | The Proposed Charter provides that the board of directors is expressly authorized to adopt, amend or repeal the Combined Company’s bylaws. In addition, the Combined Company may adopt, amend or repeal any bylaw with the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of Combined Company’s stock entitled to vote thereon. | |
|
Quorum
|
| |||
| Board of Directors. At any meetings of the Science 37 board of directors, a majority of the directors shall constitute a quorum for all purposes. | | | Board of Directors. At all meetings of Combined Company’s board of directors, a majority of the directors will constitute a quorum for the transaction of business. | |
|
Science 37
|
| |
Combined Company
|
|
| Stockholders. The presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting will constitute a quorum at any meeting of stockholders, unless or except to the extent that the presence of a larger number may be required by law; provided, however, that where a separate vote by a class or classes of capital stock is required by law or Science 37’s charter, the holders of a majority in voting power of the shares of such class or classes of capital stock of the corporation issued and outstanding and entitled to vote on such matter, present in person or by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. | | | Stockholders. The holders of record of a majority of the voting power of the Combined Company’s capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, constitute a quorum at all meetings of Combined Company stockholders for the transaction of business. | |
|
Stockholder Action by Written Consent
|
| |||
| Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to Science 37. | | | The Proposed Charter provides that any action required or permitted to be taken by the stockholders of the Combined Company must be effected at any annual or special meeting of stockholders may not be taken by written consent in lieu of a meeting. | |
|
Special Stockholder Meetings
|
| |||
| Special meetings of stockholders may be called at any time by the President, or the board of directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting. | | | The Proposed Charter provides that special meetings of stockholders for any purpose or purposes may be called at any time only by or at the direction of the board of directors, the chairperson of the board of directors, the chief executive officer or the president. | |
|
Notice of Stockholder Meetings
|
| |||
| Written notice of the place, date, and time of all meetings of Science 37’s stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided by law or Science 37’s charter. | | | Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the charter or the bylaws, notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the | |
|
Science 37
|
| |
Combined Company
|
|
|
actions for breach of duty to Science 37, its stockholders and others.
Any amendment, repeal or modification of this provision in Science 37’s charter shall not adversely affect any right or protection of a director, officer, employee, agent or other person existing at the time of, or increase the liability of any such person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification.
|
| |
enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such person in connection with any such proceeding.
The right to indemnification includes the right to be paid by the Combined Company the expenses (including attorney’s fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses will be made only upon delivery to the Combined Company of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it will ultimately be determined that the indemnitee is not entitled to be indemnified for the expenses.
Such rights will continue as to an indemnitee who has ceased to be a director or officer and will inure to the benefit of his or her estate, heirs, executors, administrators, legatees and distributees.
|
|
|
Dividends, Distributions and Stock Repurchases
|
| |||
|
Dividends upon the capital stock of Science 37, subject to the provisions of Science 37’s charter, may be declared by the board of directors from time to time and to such extent as they deem advisable.
Before Science 37’s board of directors (or, in the event of a reorganization event, the board of directors of the relevant successor parent, as applicable) shall declare a dividend upon the then outstanding shares of common stock, Science 37 shall first declare and pay to each holder of preferred stock a dividend at the then-applicable Dividend Rate described in Science 37’s charter. After payment of such dividends, any additional dividends or distributions shall be distributed among all the holders of common stock and preferred stock, with the amount and kind of dividends or distributions as would be payable in respect of the number of shares of common stock issuable upon the conversion of a share of preferred stock assuming such share of preferred stock had been converted immediately prior to the record date.
|
| | Subject to the rights of the holders of Combined Company preferred stock, and to the other provisions of the Proposed Charter, dividends in cash, property or capital stock of the Combined Company may be declared and paid ratably on the shares of the Combined Company’s capital stock out of the assets of the Combined Company which are legally available for this purpose at such times and in such amounts as the board of directors in its discretion shall determine. | |
|
Liquidation
|
| |||
| Upon any liquidation, dissolution or winding up of Science 37, after satisfaction of all liabilities and obligations to creditors of Science 37 and before any distribution or payment is made to holders of Science 37 common stock, each holder of Series D Preferred Stock and/or Series D-1 Preferred Stock | | | The Proposed Charter provides that, in the event of any liquidation, dissolution or winding up of the Combined Company, the holders of shares of Combined Company Common Stock are entitled to receive, subject to the rights and preferences of any holders of any shares of any outstanding series of | |
|
Science 37
|
| |
Combined Company
|
|
|
shall be entitled to receive, out of the assets of Science 37 or proceeds thereof, the original issue price per share plus any dividends declared but unpaid thereon.
After such distributions and payments made to the holders of Series D Preferred Stock and/or Series D-1 Preferred Stock, each holder of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to receive, out of the assets of Science 37 or proceeds thereof, the original issue price per share plus any dividends declared but unpaid thereon.
After such distributions and payments made to the holders of Science 37 Preferred Stock, each holder of Science 37 Common Stock shall be entitled to receive their pro rata portion of the remainder of the assets of Science 37 or proceeds thereof available for distribution.
|
| | preferred stock, their ratable and proportionate share of the remaining fund and assets of the Combined Company. | |
|
Stockholder Rights Plan
|
| |||
| While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | | | While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | |
| Science 37 does not have a stockholder rights plan currently in effect, but under the DGCL, Science 37’s board of directors could adopt such a plan without stockholder approval. | | | The Combined Company will not have a stockholder rights plan in effect, but under the DGCL, the Combined Company’s board of directors could adopt such a plan without stockholder approval. | |
|
Preemptive Rights
|
| |||
| Science 37’s charter and Science 37’s bylaws do not provide holders of Science 37 common stock and/or preferred stock with preemptive rights. Thus, as a general matter, if additional shares of Science 37 capital stock are issued, the current holders of Science 37 capital stock will own a proportionately smaller interest in a larger number of outstanding shares of Science 37 capital stock to the extent that they do not participate in the additional issuance. However, stockholders that are party to the Science 37 investors’ rights agreement are entitled to certain preemptive rights as provided therein. | | | There are no preemptive rights relating to shares of Combined Company Common Stock. | |
|
Duties of Directors
|
| |||
| Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Science 37’s affairs to use that level of care which ordinarily careful and | | | Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Combined Company’s affairs to use that level of care which | |
|
Science 37
|
| |
Combined Company
|
|
| prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. | | | ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. | |
| Science 37’s board of directors may exercise all such powers of Science 37 and do all such lawful acts and things as are not by statute or Science 37’s charter or bylaws directed or required to be exercised or done solely by the stockholders. | | |
The Combined Company’s board of directors may exercise all such authority and powers of the Combined Company and do all such lawful acts and things as are not by statute or the Proposed Charter directed or required to be exercised or done solely by the stockholders.
|
|
|
Inspection of Books and Records; Stockholder Lists
|
| |||
| Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from Science 37’s stock ledger, a list of its stockholders and its other books and records. | | | Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from the Combined Company’s stock ledger, a list of its stockholders and its other books and records. | |
| Voting List. Science 37 will prepare and make available, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list shall not be open to the examination of any stockholder, except as required by Delaware law. The list shall be kept either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. | | | Voting List. The Combined Company will prepare, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network or (ii) during ordinary business hours at the principal executive office of the Combined Company. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting will be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. | |
|
Choice of Forum
|
| |||
| Not Applicable. | | | The Combined Company Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for (i) any derivative proceeding brought by a stockholder on behalf of the Combined Company, (ii) any proceeding asserting a claim of breach of a fiduciary duty owed by any of Combined Company’s directors, officers or stockholders, (iii) any proceeding against the Combined Company pursuant to the DGCL, its charter or its bylaws (as either may be amended from time to time) or (iv) any proceeding asserting a | |
|
Science 37
|
| |
Combined Company
|
|
| | | | claim against the Combined Company governed by the internal affairs doctrine. The Combined Company Bylaws designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Andrew McDonald, Ph.D.
|
| | | | 47 | | | |
Chairman, Chief Executive Officer and Board Member
|
|
Michael Rice
|
| | | | 57 | | | | Chief Operating Officer and Board Member | |
David Dobkin
|
| | | | 42 | | | | Chief Financial Officer and Board Member | |
Thomas Wynn
|
| | | | 52 | | | | Board Member | |
Thomas Mathers
|
| | | | 54 | | | | Board Member | |
Elizabeth Barrett
|
| | | | 59 | | | | Board Member | |
Graham Walmsley
|
| | | | 34 | | | | Board Member | |
Scott Janssen
|
| | | | 52 | | | | Board Member | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Coman
|
| | | | 52 | | | |
Chief Executive Officer and Director
|
|
Mike Zaranek
|
| | | | 49 | | | | Chief Financial Officer | |
Darcy Forman
|
| | | | 46 | | | | Chief Delivery Officer | |
Jonathan Cotliar
|
| | | | 50 | | | | Chief Medical Officer | |
Steven Geffon
|
| | | | 43 | | | | Chief Commercial Officer | |
Chris Ceppi
|
| | | | 50 | | | | Chief Product Officer | |
Christine Pellizzari
|
| | | | 53 | | | | Chief Legal Officer | |
John W. Hubbard
|
| | | | 65 | | | | Director | |
Neil Tiwari
|
| | | | 35 | | | | Director | |
Robert Faulkner
|
| | | | 58 | | | | Director | |
Adam Goulburn
|
| | | | 39 | | | | Director | |
Bhooshitha B. De Silva
|
| | | | 46 | | | | Director | |
Name and Principal
Position |
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Option Awards ($)(1)
|
| |
Non-Equity Incentive
Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
David Coman
|
| | | | 2020 | | | | | | 400,000 | | | | | | — | | | | | | 453,602 | | | | | | 208,000 | | | | | | 53,220(3) | | | | | | 1,114,822 | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Geffon
|
| | | | 2020 | | | | | | 325,000 | | | | | | 100,000(4) | | | | | | 90,721 | | | | | | 134,000 | | | | | | 10,350(5) | | | | | | 660,071 | | |
Chief Commercial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan Cotliar
|
| | | | 2020 | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 101,250 | | | | | | 10,350(6) | | | | | | 487,200 | | |
Chief Medical Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Named Executive Officer
|
| |
2020 Stock Options Granted
|
| |||
David Coman
|
| | | | 2,520,013 | | |
Stephen Geffon
|
| | | | 504,003 | | |
| | |
Option Awards
|
| |||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Vesting Start
Date |
| |
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
|
David Coman
|
| |
4/22/2020
|
| |
11/18/2019
|
| |
(1)(2)
|
| |
682,503
|
| |
1,837,510
|
| |
—
|
| |
0.50
|
| |
4/21/2030
|
|
Stephen Geffon
|
| |
4/22/2020
|
| |
12/9/2019
|
| |
(1)(3)
|
| |
126,000
|
| |
378.003
|
| |
—
|
| |
0.50
|
| |
4/21/2030
|
|
Jonathan Cotliar
|
| |
2/2/2017
|
| |
11/15/2016
|
| |
(1)
|
| |
100,000
|
| |
0
|
| |
—
|
| |
0.98
|
| |
2/2/2027
|
|
Jonathan Cotliar
|
| |
8/1/2017
|
| |
8/2/2017
|
| |
(4)
|
| |
33,333
|
| |
6,667
|
| |
—
|
| |
1.53
|
| |
8/1/2027
|
|
Jonathan Cotliar
|
| |
3/7/2018
|
| |
3/9/2018
|
| |
(1)
|
| |
17,747
|
| |
8,067
|
| |
—
|
| |
1.53
|
| |
3/7/2028
|
|
Jonathan Cotliar
|
| |
6/19/2019
|
| |
6/6/2019
|
| |
(4)(5)
|
| |
112,500
|
| |
187,500
|
| |
—
|
| |
0.72
|
| |
6/18/2029
|
|
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
John Hubbard
|
| | | | — | | | | | $ | 40,049.28 | | | | | | — | | | | | $ | 40,049.28 | | |
All Other Non-Employee Directors(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Coman
|
| | | | 52 | | | |
Chief Executive Officer and Director
|
|
Mike Zaranek
|
| | | | 49 | | | | Chief Financial Officer | |
Darcy Forman
|
| | | | 46 | | | | Chief Delivery Officer | |
Jonathan Cotliar
|
| | | | 50 | | | | Chief Medical Officer | |
Steven Geffon
|
| | | | 43 | | | | Chief Commercial Officer | |
Chris Ceppi
|
| | | | 50 | | | | Chief Product Officer | |
Christine Pellizzari
|
| | | | 53 | | | | Chief Legal Officer | |
John W. Hubbard
|
| | | | 65 | | | | Director | |
Neil Tiwari
|
| | | | 35 | | | | Director | |
Robert Faulkner
|
| | | | 58 | | | | Director | |
Adam Goulburn
|
| | | | 39 | | | | Director | |
Bhooshitha B. De Silva
|
| | | | 46 | | | | Director | |
Emily Rollins
|
| | | | 51 | | | | Director | |
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Assuming
No Redemptions |
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||||||||||||||
Pre-Business Combination directors and officers
|
| | | | | | | ||||||||||||||||||||||||||||||
Andrew McDonald Ph.D.(1)
|
| | | | 1,772,034(2) | | | | | | 17.7% | | | | | | 3,710,770(2) | | | | | | | | | | | | 3,710,770(2) | | | | | | | | |
Michael Rice(1)
|
| | | | 1,772,034(2) | | | | | | 17.7% | | | | | | 3,710,770(2) | | | | | | | | | | | | 3,710,770(2) | | | | | | | | |
David Dobkin(1)
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
Thomas Wynn(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Thomas Mathers(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Graham Walmsley(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Elizabeth Barrett(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Scott Janssen(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
All pre-Business Combination officers and directors as a group (8 individuals)
|
| | | | 1,802,034 | | | | | | 18.0% | | | | | | 3,740,770 | | | | | | | | | | | | 3,740,770 | | | | | | | | |
Five Percent Holders | | | | | | | | ||||||||||||||||||||||||||||||
RTW Investments, LP(3)
|
| | | | 975,000 | | | | | | 9.7% | | | | | | 3,975,000 | | | | | | | | | | | | 3,975,000 | | | | | | | | |
BlackRock, Inc.(4)
|
| | | | 750,000 | | | | | | 7.5% | | | | | | 2,250,000 | | | | | | | | | | | | 2,250,000 | | | | | | | | |
Cowen and Company, LLC(5)
|
| | | | 682,776 | | | | | | 6.8% | | | | | | 682,776 | | | | | | * | | | | | | 682,776 | | | | | | * | | |
Ikarian Capital, LLC(6)
|
| | | | 512,450 | | | | | | 5.1% | | | | | | 512,450 | | | | | | * | | | | | | 512,450 | | | | | | * | | |
Foresite Capital Management(7)
|
| | | | 500,000 | | | | | | 5.0% | | | | | | 500,000 | | | | | | * | | | | | | 500,000 | | | | | | * | | |
LifeSci Holdings LLC(1)(8)
|
| | | | 1,772,034 | | | | | | 17.7% | | | | | | 1,772,034 | | | | | | | | | | | | 1,772,034 | | | | | | | | |
Entities affiliated with Lux Capital(9)
|
| | | | 0 | | | | | | — | | | | | | 15,106,890 | | | | | | | | | | | | 15,106,890 | | | | | | | | |
Pharmaceutical Product
Development, LLC(10) |
| | | | 0 | | | | | | — | | | | | | 17,314,315 | | | | | | | | | | | | 17,314,315 | | | | | | | | |
Entities affiliated with Redmile Group, LLC(11)
|
| | | | 0 | | | | | | — | | | | | | 19,750,786 | | | | | | | | | | | | 19,750,786 | | | | | | | | |
Post-Business Combination directors and officers
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David Coman
|
| | | | 0 | | | | | | — | | | | | | 2,906,853 | | | | | | | | | | | | 2,906,853 | | | | | | | | |
Mike Zaranek
|
| | | | 0 | | | | | | — | | | | | | 322,783 | | | | | | * | | | | | | 322,783 | | | | | | * | | |
Darcy Forman
|
| | | | 0 | | | | | | — | | | | | | 146,923 | | | | | | * | | | | | | 146,923 | | | | | | * | | |
Jonathan Cotliar
|
| | | | 0 | | | | | | — | | | | | | 963,865 | | | | | | * | | | | | | 963,865 | | | | | | * | | |
Steven Geffon
|
| | | | 0 | | | | | | — | | | | | | 417,719 | | | | | | * | | | | | | 417,719 | | | | | | * | | |
Chris Ceppi
|
| | | | 0 | | | | | | — | | | | | | 642,511 | | | | | | * | | | | | | 642,511 | | | | | | * | | |
Christine Pellizzari
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | |
John W. Hubbard
|
| | | | 0 | | | | | | — | | | | | | 134,113 | | | | | | * | | | | | | 134,113 | | | | | | * | | |
Neil Tiwari
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | |
Robert Faulkner
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Assuming
No Redemptions |
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||||||||||||||
Adam Goulburn
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
Bhooshitha B. De Silva
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
Emily Rollins
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
All post-Business Combination directors and officers as a group (13 individuals)
|
| | | | 0 | | | | | | — | | | | | | 5,534,767 | | | | | | | | | | | | 5,534,767 | | | | | | | | |
Name
|
| |
Aggregate
Purchase Price |
| |||
RTW Investments, LP.(1)
|
| | | $ | 30,000,000 | | |
BlackRock Health Sciences Trust II(2)
|
| | | | 15,000,000 | | |
LifeSci Venture Partners II, LP(3)
|
| | | | 1,000,000 | | |
Purchaser(1)
|
| |
Shares of Series D Preferred
Stock |
| |
Cash purchase price
|
| ||||||
Funds affiliated with Lux Capital
|
| | | | 1,616,019 | | | | | $ | 4,591,756 | | |
Pharmaceutical Product Development, LLC
|
| | | | 7,038,784 | | | | | $ | 20,000,001 | | |
Funds affiliated with Redmile Group
|
| | | | 1,308,364 | | | | | $ | 3,717,585 | | |
dRx Capital AG
|
| | | | 1,253,736 | | | | | $ | 3,562,365 | | |
Purchaser(1)
|
| |
Shares of Series D-1 Preferred
Stock |
| |
Cash purchase price
|
| ||||||
Funds affiliated with Lux Capital
|
| | | | 903,849 | | | | | $ | 3,999,993 | | |
Pharmaceutical Product Development, LLC
|
| | | | 2,259,626 | | | | | $ | 9,999,997 | | |
Funds affiliated with Redmile Group
|
| | | | 2,259,625 | | | | | $ | 9,999,993 | | |
Affiliates of dRx Capital AG
|
| | | | 45,192 | | | | | $ | 199,998 | | |
Director
|
| |
Principal stockholder
|
|
Adam Goulburn | | | Funds affiliated with Lux Capital | |
Rob Faulkner | | | Funds affiliated with Redmile Group | |
Bhooshi DeSilva | | | Pharmaceutical Product Development, LLC | |
| | |
Page
|
| |||
AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
Page
|
| |||
UNAUDITED Condensed Consolidated Financial Statements for the SIX Months Ended JUNE 30, 2021 and 2020:
|
| | |||||
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | |
| | |
Page
|
| |||
AUDITED Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019:
|
| | | | | | |
| | | | F-37 | | | |
Consolidated Financial Statements | | | | | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
| | | | F-41 | | | |
| | | | F-42 | | |
| | |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 416,111 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 121,157 | | | | | | — | | |
Total Current Assets
|
| | | | 537,268 | | | | | | 25,000 | | |
Deferred offering costs
|
| | | | — | | | | | | 28,000 | | |
Investments held in Trust Account
|
| | | | 80,120,809 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 80,658,077 | | | | | $ | 53,000 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 131,805 | | | | | $ | 1,000 | | |
Accrued offering costs
|
| | | | — | | | | | | 28,000 | | |
TOTAL LIABILITIES
|
| | | | 131,805 | | | | | | 29,000 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption, 7,552,627 and no shares at $10.00
per share as of June 30, 2021 and 2020, respectively |
| | | | 75,526,270 | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding
|
| | | | — | | | | | | — | | |
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,458,674 and 2,156,250 shares issued and outstanding (excluding 7,552,627 and no shares subject to possible redemption) at June 30, 2021 and 2020, respectively
|
| | | | 246 | | | | | | 216 | | |
Additional paid-in capital
|
| | | | 5,562,205 | | | | | | 24,784 | | |
Accumulated deficit
|
| | | | (562,449) | | | | | | (1,000) | | |
Total Stockholders’ Equity
|
| | | | 5,000,002 | | | | | | 24,000 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 80,658,077 | | | | | $ | 53,000 | | |
| | |
Year Ended
June 30, 2021 |
| |
For the Period from
December 18, 2019 (inception) Through June 30, 2020 |
| ||||||
Formation and operating costs
|
| | | $ | 591,846 | | | | | $ | 1,000 | | |
Loss from operations
|
| | | | (591,846) | | | | | | (1,000) | | |
Other income: | | | | | | | | | | | | | |
Interest earned on investments held in Trust Account
|
| | | | 30,397 | | | | | | — | | |
Other income, net
|
| | | | 30,397 | | | | | | — | | |
Net loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Weighted average shares outstanding of redeemable common stock
|
| | | | 8,009,041 | | | | | | — | | |
Basic and diluted net loss per common stock
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Weighted average shares outstanding of non-redeemable common stock
|
| | | | 1,951,216 | | | | | | 1,875,000 | | |
Basic and diluted net loss per common stock
|
| | | $ | (0.29) | | | | | $ | 0.00 | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – December 18, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Sponsor
|
| | | | 2,156,250 | | | | | | 216 | | | | | | 24,784 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – June 30, 2020
|
| | | | 2,156,250 | | | | | $ | 216 | | | | | $ | 24,784 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
Sale of 8,009,041 Units, net of underwriting discounts and offering expenses
|
| | | | 8,009,041 | | | | | | 801 | | | | | | 78,231,111 | | | | | | — | | | | | | 78,231.912 | | |
Sale of 3,146,454 Private Placement
Warrants |
| | | | — | | | | | | — | | | | | | 2,831,809 | | | | | | — | | | | | | 2,831,809 | | |
Common stock subject to redemption
|
| | | | (7,552,627) | | | | | | (756) | | | | | | (75,525,514) | | | | | | — | | | | | | (75,526,270) | | |
Founder Shares Forfeited
|
| | | | (153,990) | | | | | | (15) | | | | | | 15 | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (561,449) | | | | | | (561,449) | | |
Balance – June 30, 2021
|
| | | | 2,458,674 | | | | | $ | 246 | | | | | $ | 5,562,205 | | | | | $ | (562,449) | | | | | $ | 5,000,002 | | |
| | |
Year Ended
June 30, 2021 |
| |
For the Period
from December 18, 2019 (Inception) Through June 30, 2020 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (30,397) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (121,157) | | | | | | — | | |
Accounts payable and accrued expenses
|
| | | | 130,805 | | | | | | 1,000 | | |
Net cash used in operating activities
|
| | |
|
(582,198)
|
| | | | | — | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (80,090,412) | | | | | | — | | |
Net cash used in investing activities
|
| | |
|
(80,090,412)
|
| | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of common stock to Sponsor
|
| | | | 25,000 | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 78,488,602 | | | | | | — | | |
Proceeds from sale of Private Placement Warrants
|
| | | | 2,831,809 | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | 175,000 | | | | | | — | | |
Repayment of promissory note – related party
|
| | | | (175,000) | | | | | | — | | |
Payment of offering costs
|
| | | | (256,690) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 81,063,721 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 391,111 | | | | | | 25,000 | | |
Cash – Beginning of period
|
| | | | 25,000 | | | | | | — | | |
Cash – End of period
|
| | | $ | 416,111 | | | | | $ | 25,000 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | — | | | | | $ | 28,000 | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | 76,087,640 | | | | | $ | — | | |
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (561,370) | | | | | $ | — | | |
| | |
Year Ended
June 30, 2021 |
| |
For the Period from
December 18, 2019 (Inception) Through June 30, 2020 |
| ||||||
Redeemable Common Stock | | | | | | | | | | | | | |
Numerator: Earnings allocable to Redeemable Common Stock
|
| | | | | | | | | | | | |
Interest Income
|
| | | $ | 30,397 | | | | | $ | — | | |
Franchise Tax
|
| | | | (30,397) | | | | | | — | | |
Net Earnings
|
| | | $ | — | | | | | $ | — | | |
Denominator: Weighted Average Redeemable Common Stock
|
| | | | | | | | | | | | |
Redeemable Common Stock, Basic and Diluted
|
| | | | 8,009,041 | | | | | | — | | |
Earnings/Basic and Diluted Redeemable Common Stock
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | | | | | | | |
Numerator: Net Loss minus Redeemable Net Earnings
|
| | | | | | | | | | | | |
Net Loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Redeemable Net Earnings
|
| | | | — | | | | | | — | | |
Non-Redeemable Net Loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Denominator: Weighted Average Non-Redeemable Common Stock
|
| | | | | | | | | | | | |
Non-Redeemable Common Stock, Basic and Diluted
|
| | | | 1,951,216 | | | | | | 1,875,000 | | |
Loss/Basic and Diluted Non-Redeemable Common Stock
|
| | | $ | (0.29) | | | | | $ | 0.00 | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax asset | | | | | | | | | | | | | |
Net operating loss carryforward
|
| | | $ | 6,802 | | | | | $ | 210 | | |
Startup/Organization Expenses
|
| | | | 111,312 | | | | | | — | | |
Total deferred tax asset
|
| | | | 118,114 | | | | | | 210 | | |
Valuation allowance
|
| | | | (118,114) | | | | | | (210) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Federal | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | (117,904) | | | | | | (210) | | |
State | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | — | | | | | | — | | |
Change in valuation allowance
|
| | | | 117,904 | | | | | | 210 | | |
Income tax provision
|
| | | $ | — | | | | | $ | — | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Statutory federal income tax rate
|
| | | | 21.0% | | | | | | 21.0% | | |
State taxes, net of federal tax benefit
|
| | | | 0.0% | | | | | | 0.0% | | |
Change in valuation allowance
|
| | | | (21.0)% | | | | | | (21.0)% | | |
Income tax provision
|
| | | | 0.0% | | | | | | 0.0% | | |
| | |
Trading Securities
|
| |
Level
|
| |
Amortized
Cost |
| |
Gross
Holding Gain |
| |
Fair Value
|
| ||||||||||||
June 30, 2021
|
| |
Mutual Fund
|
| | | | 1 | | | | | $ | 80,120,809 | | | | | $ | — | | | | | $ | 80,120,809 | | |
| | |
(unaudited)
|
| | | | | | | |||
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
18,808,458
|
| | | | $ | 32,478,948 | | |
Restricted cash
|
| | |
|
302,970
|
| | | | | 1,004,142 | | |
Accounts receivable, net (including amounts with related parties)
|
| | |
|
6,138,747
|
| | | | | 11,200,252 | | |
Prepaid expenses and other current assets
|
| | |
|
3,087,674
|
| | | | | 1,364,162 | | |
Total current assets
|
| | |
|
28,337,849
|
| | | | | 46,047,504 | | |
Property and equipment, net
|
| | |
|
687,134
|
| | | | | 535,384 | | |
Operating lease right-of-use assets
|
| | |
|
2,637,802
|
| | | | | 2,210,253 | | |
Capitalized software, net
|
| | |
|
12,079,577
|
| | | | | 8,054,367 | | |
Other assets
|
| | |
|
325,782
|
| | | | | 183,718 | | |
Total assets
|
| | |
$
|
44,068,144
|
| | | | $ | 57,031,226 | | |
Liabilities, redeemable convertible preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
3,624,172
|
| | | | $ | 4,401,874 | | |
Accrued expenses and other liabilities
|
| | |
|
6,513,335
|
| | | | | 8,762,839 | | |
Deferred revenue
|
| | |
|
5,734,747
|
| | | | | 5,136,457 | | |
Total current liabilities
|
| | |
|
15,872,254
|
| | | | | 18,301,170 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term deferred revenue
|
| | |
|
735,994
|
| | | | | 427,667 | | |
Operating lease liabilities
|
| | |
|
1,828,496
|
| | | | | 1,127,837 | | |
Other long-term liabilities
|
| | |
|
1,168,312
|
| | | | | 223,619 | | |
Total liabilities
|
| | |
|
19,605,056
|
| | | | | 20,080,293 | | |
Redeemable convertible preferred stock: | | | | | | | | | | | | | |
Redeemable convertible preferred stock, $0.0001 par value; 41,692,230 shares authorized, 41,587,368 issued and outstanding at June 30, 2021 and December 31, 2020
|
| | |
|
143,086,271
|
| | | | | 143,086,271 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 74,666,115 shares authorized,
4,488,416 and 2,765,097 issued and outstanding at June 30, 2021 and December 31, 2020, respectively |
| | |
|
1,028
|
| | | | | 856 | | |
Additional paid-in capital
|
| | |
|
3,663,679
|
| | | | | 1,611,049 | | |
Accumulated deficit
|
| | |
|
(122,287,890)
|
| | | | | (107,747,243) | | |
Total stockholders’ deficit
|
| | |
|
(118,623,183)
|
| | | |
|
(106,135,338)
|
| |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
|
| | |
$
|
44,068,144
|
| | | |
$
|
57,031,226
|
| |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Revenues (including amounts with related parties)
|
| | |
$
|
12,547,405
|
| | | | $ | 2,891,369 | | | | |
$
|
24,985,827
|
| | | | $ | 5,957,796 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | |
|
7,289,330
|
| | | | | 2,274,164 | | | | |
|
15,927,664
|
| | | | | 3,878,171 | | |
Selling, general and administrative
|
| | |
|
11,381,525
|
| | | | | 5,680,480 | | | | |
|
20,545,189
|
| | | | | 11,568,893 | | |
Depreciation and amortization
|
| | |
|
1,776,320
|
| | | | | 1,047,293 | | | | |
|
3,273,069
|
| | | | | 2,020,623 | | |
Restructuring costs
|
| | |
|
—
|
| | | | | 45,293 | | | | |
|
—
|
| | | | | 699,473 | | |
Total operating expenses
|
| | |
|
20,447,175
|
| | | | | 9,047,230 | | | | |
|
39,745,922
|
| | | | | 18,167,160 | | |
Loss from operations
|
| | |
|
(7,899,770)
|
| | | | | (6,155,861) | | | | |
|
(14,760,095)
|
| | | | | (12,209,364) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | |
|
514
|
| | | | | 4,133 | | | | |
|
1,272
|
| | | | | 74,465 | | |
Sublease income (including amounts with related parties)
|
| | |
|
181,318
|
| | | | | 232,294 | | | | |
|
213,918
|
| | | | | 464,588 | | |
Other income
|
| | |
|
2,818
|
| | | | | 2,487 | | | | |
|
4,258
|
| | | | | 4,193 | | |
Total other income
|
| | |
|
184,650
|
| | | | | 238,914 | | | | |
|
219,448
|
| | | | | 543,246 | | |
Net loss and other comprehensive loss
|
| | |
$
|
(7,715,120)
|
| | | | $ | (5,916,947) | | | | |
$
|
(14,540,647)
|
| | | | $ | (11,666,118) | | |
Loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (1.95) | | | | | $ | (0.70) | | | | | $ | (4.22) | | | | | $ | (1.38) | | |
Weighted average common shares outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares used to compute basic
and diluted net loss per share |
| | | | 3,956,455 | | | | | | 8,442,703 | | | | | | 3,446,123 | | | | | | 8,425,655 | | |
| | |
Redeemable Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balances at December 31, 2020
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
2,765,097
|
| | | |
$
|
856
|
| | | |
$
|
1,611,049
|
| | | |
$
|
(107,747,243)
|
| | | |
$
|
(106,135,338)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
225,623
|
| | | |
|
—
|
| | | |
|
225,623
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
506,707
|
| | | |
|
51
|
| | | |
|
331,740
|
| | | |
|
—
|
| | | |
|
331,791
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,825,527)
|
| | | |
|
(6,825,527)
|
| |
Balances at March 31, 2021
|
| | |
|
41,587,368
|
| | | |
|
143,086,271
|
| | | | |
|
3,271,804
|
| | | |
|
907
|
| | | |
|
2,168,412
|
| | | |
|
(114,572,770)
|
| | | |
|
(112,403,451)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
689,494
|
| | | |
|
—
|
| | | |
|
689,494
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
1,216,612
|
| | | |
|
121
|
| | | |
|
805,773
|
| | | |
|
—
|
| | | |
|
805,894
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(7,715,120)
|
| | | |
|
(7,715,120)
|
| |
Balances at June 30, 2021
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
4,488,416
|
| | | |
$
|
1,028
|
| | | |
$
|
3,663,679
|
| | | |
$
|
(122,287,890)
|
| | | |
$
|
(118,623,183)
|
| |
| | |
Redeemable Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balances at December 31, 2019
|
| | | | 32,653,742 | | | | | $ | 106,884,111 | | | | | | | 8,396,425 | | | | | $ | 839 | | | | | $ | 1,374,318 | | | | | $ | (75,961,521) | | | | | $ | (74,586,364) | | |
Impact of adoption of ASC 842
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (111,637) | | | | | | (111,637) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32,414 | | | | | | — | | | | | | 32,414 | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 13,284 | | | | | | 2 | | | | | | 16,937 | | | | | | — | | | | | | 16,939 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,749,171) | | | | | | (5,749,171) | | |
Balances at March 31, 2020
|
| | | | 32,653,742 | | | | | | 106,884,111 | | | | | | | 8,409,709 | | | | | | 841 | | | | | | 1,423,669 | | | | | | (81,822,329) | | | | | | (80,397,819) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (135,966) | | | | | | — | | | | | | (135,966) | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 59,033 | | | | | | 5 | | | | | | 56,047 | | | | | | — | | | | | | 56,052 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,916,947) | | | | | | (5,916,947) | | |
Balances at June 30, 2020
|
| | | | 32,653,742 | | | | | $ | 106,884,111 | | | | | | | 8,468,742 | | | | | $ | 846 | | | | | $ | 1,343,750 | | | | | $ | (87,739,276) | | | | | $ | (86,394,680) | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(14,540,647)
|
| | | | $ | (11,666,120) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
3,273,069
|
| | | | | 2,020,623 | | |
Amortization of operating ROU assets
|
| | |
|
877,899
|
| | | | | 924,396 | | |
Stock based compensation
|
| | |
|
915,117
|
| | | | | (103,552) | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
5,061,505
|
| | | | | (376,897) | | |
Prepaid expenses and other current assets
|
| | |
|
(1,718,813)
|
| | | | | (1,064,939) | | |
Other assets
|
| | |
|
(142,064)
|
| | | | | 363,158 | | |
Accounts payable
|
| | |
|
(1,161,500)
|
| | | | | 934,885 | | |
Accrued expenses and other current liabilities
|
| | |
|
(2,814,047)
|
| | | | | 2,688,055 | | |
Deferred revenue
|
| | |
|
906,617
|
| | | | | (2,154,719) | | |
Operating lease liabilities
|
| | |
|
(604,789)
|
| | | | | (3,195,432) | | |
Other long-term liabilities
|
| | |
|
944,693
|
| | | | | 394,298 | | |
Net cash used in operating activities
|
| | |
|
(9,002,960)
|
| | | | | (11,236,244) | | |
Investing activities | | | | | | | | | | | | | |
Capitalized software development costs
|
| | |
|
(6,117,212)
|
| | | | | (2,568,383) | | |
Purchases of fixed assets
|
| | |
|
(384,476)
|
| | | | | — | | |
Net cash used in investing activities
|
| | |
|
(6,501,688)
|
| | | | | (2,568,383) | | |
Financing activities | | | | | | | | | | | | | |
Cash received from stock option exercises
|
| | |
|
1,132,986
|
| | | | | 72,991 | | |
Net cash provided by financing activities
|
| | |
|
1,132,986
|
| | | | | 72,991 | | |
Net decrease in cash, cash equivalents, and restricted cash
|
| | |
|
(14,371,662)
|
| | | | | (13,731,636) | | |
Cash, cash equivalents, and restricted cash, beginning of period
|
| | |
|
33,483,090
|
| | | | | 28,808,017 | | |
Cash, cash equivalents, and restricted cash, end of period
|
| | |
$
|
19,111,428
|
| | | | $ | 15,076,381 | | |
Supplemental disclosures of non-cash activities: | | | | | | | | | | | | | |
Net change in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions
|
| | | $ | (948,342) | | | | | $ | (50,614) | | |
ROU asset obtained in exchange for operating lease liabilities
|
| | | $ | (1,305,448) | | | | | $ | — | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Accounts receivable
|
| | |
$
|
4,244,975
|
| | | | $ | 8,688,441 | | |
Unbilled services
|
| | |
|
2,019,196
|
| | | | | 2,511,811 | | |
Total accounts receivable and unbilled services
|
| | |
|
6,264,172
|
| | | | | 11,200,252 | | |
Allowance for doubtful accounts
|
| | |
|
(125,425)
|
| | | | | — | | |
Total accounts receivable and unbilled services, net
|
| | |
$
|
6,138,747
|
| | | | $ | 11,200,252 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Deferred revenue
|
| | |
$
|
6,470,741
|
| | | | $ | 5,564,124 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Common shares, beginning balance
|
| | |
|
3,271,804
|
| | | | | 8,409,709 | | | | |
|
2,765,097
|
| | | | | 8,396,425 | | |
Issuance of common shares
|
| | |
|
1,216,612
|
| | | | | 59,033 | | | | |
|
1,723,319
|
| | | | | 72,317 | | |
Common shares, ending balance
|
| | |
|
4,488,416
|
| | | | | 8,468,742 | | | | |
|
4,488,416
|
| | | | | 8,468,742 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss
|
| | |
$
|
(7,715,120)
|
| | | | $ | (5,916,947) | | | | |
$
|
(14,540,647)
|
| | | | $ | (11,666,118) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic weighted average common shares outstanding
|
| | |
|
3,956,455
|
| | | | | 8,442,703 | | | | |
|
3,446,123
|
| | | | | 8,425,655 | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(1.95)
|
| | | | $ | (0.70) | | | | |
$
|
(4.22)
|
| | | | $ | (1.38) | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Preferred stock
|
| | |
|
41,587,368
|
| | | | | 32,653,742 | | | | |
|
41,587,368
|
| | | | | 32,653,742 | | |
Stock options outstanding
|
| | |
|
8,154,762
|
| | | | | 6,599,248 | | | | |
|
8,478,016
|
| | | | | 5,772,226 | | |
Warrants outstanding
|
| | |
|
6,439
|
| | | | | 6,439 | | | | |
|
6,439
|
| | | | | 6,439 | | |
Total
|
| | |
|
49,748,569
|
| | | | | 39,259,429 | | | | |
|
50,071,823
|
| | | | | 38,432,407 | | |
| | |
Number of
Units |
| |
Weighted Average
Exercise Price |
| ||||||
Outstanding at January 1, 2021
|
| | | | 7,478,736 | | | | | $ | 0.68 | | |
Granted
|
| | | | 3,020,500 | | | | | | 6.09 | | |
Exercised
|
| | | | (1,723,319) | | | | | | 0.64 | | |
Forfeited
|
| | | | (368,462) | | | | | | 0.86 | | |
Outstanding at June 30, 2021
|
| | | | 8,407,455 | | | | | $ | 2.61 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Cost of revenues
|
| | |
|
162,205
|
| | | | | (4,464) | | | | |
|
217,052
|
| | | | | (74,439) | | |
Selling, general and administrative
|
| | |
|
527,289
|
| | | | | (131,502) | | | | |
|
698,065
|
| | | | | (29,113) | | |
Total stock-based compensation expense
|
| | |
|
689,494
|
| | | | | (135,966) | | | | |
|
915,117
|
| | | | | (103,552) | | |
| | |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
32,478,948
|
| | | | $ | 27,787,314 | | |
Restricted cash
|
| | |
|
1,004,142
|
| | | | | 720,703 | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
11,200,252
|
| | | | | 3,339,897 | | |
Prepaid expenses and other current assets
|
| | |
|
1,364,162
|
| | | | | 1,137,739 | | |
Total current assets
|
| | |
|
46,047,504
|
| | | | | 32,985,653 | | |
Noncurrent restricted cash
|
| | |
|
—
|
| | | | | 300,000 | | |
Property and equipment, net
|
| | |
|
535,384
|
| | | | | 626,278 | | |
Operating lease right-of-use assets
|
| | |
|
2,210,253
|
| | | | | — | | |
Capitalized software, net
|
| | |
|
8,054,367
|
| | | | | 5,868,915 | | |
Other assets
|
| | |
|
183,718
|
| | | | | 546,874 | | |
Total assets
|
| | |
$
|
57,031,226
|
| | | | $ | 40,327,720 | | |
Liabilities, preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
4,401,874
|
| | | | $ | 423,414 | | |
Accrued expenses and other liabilities
|
| | |
|
8,762,839
|
| | | | | 1,686,142 | | |
Deferred revenue
|
| | |
|
5,136,457
|
| | | | | 3,561,778 | | |
Deferred rent
|
| | |
|
—
|
| | | | | 478,603 | | |
Total current liabilities
|
| | |
|
18,301,170
|
| | | | | 6,149,937 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term deferred revenue
|
| | |
|
427,667
|
| | | | | 1,370,834 | | |
Long-term deferred rent
|
| | |
|
—
|
| | | | | 509,202 | | |
Operating lease liabilities
|
| | |
|
1,127,837
|
| | | | | — | | |
Other long-term liabilities
|
| | |
|
223,619
|
| | | | | — | | |
Total liabilities
|
| | |
|
20,080,293
|
| | | | | 8,029,973 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | |
Redeemable preferred stock: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 41,692,230 and 37,932,831 shares authorized, 41,587,368 and 32,653,742 issued and outstanding at December 31, 2020 and 2019, respectively
|
| | |
|
143,086,271
|
| | | | | 106,884,111 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 74,666,115 and 61,057,864 shares authorized, 2,765,097 and 8,396,425 issued and outstanding at December 31, 2020 and 2019, respectively
|
| | |
|
856
|
| | | | | 839 | | |
Additional paid-in capital
|
| | |
|
1,611,049
|
| | | | | 1,374,319 | | |
Accumulated deficit
|
| | |
|
(107,747,243)
|
| | | | | (75,961,522) | | |
Total stockholders’ deficit
|
| | |
|
(106,135,338)
|
| | | | | (74,586,364) | | |
Total liabilities, preferred stock and stockholders’ deficit
|
| | |
$
|
57,031,226
|
| | | | $ | 40,327,720 | | |
| | |
Year Ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Revenues (including amounts with related parties)
|
| | |
$
|
23,704,219
|
| | | | $ | 14,080,998 | | |
Operating expenses: | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | |
|
22,597,361
|
| | | | | 7,852,390 | | |
Selling, general and administrative
|
| | |
|
28,351,709
|
| | | | | 22,012,162 | | |
Depreciation and amortization
|
| | |
|
4,446,670
|
| | | | | 3,343,802 | | |
Restructuring costs
|
| | |
|
771,942
|
| | | | | — | | |
Total operating expenses
|
| | |
|
56,167,682
|
| | | | | 33,208,354 | | |
Loss from operations
|
| | |
|
(32,463,463)
|
| | | | | (19,127,356) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | |
|
77,229
|
| | | | | 625,608 | | |
Sublease income (including amounts with related parties)
|
| | |
|
709,283
|
| | | | | — | | |
Other income
|
| | |
|
2,867
|
| | | | | 32,972 | | |
Total other income
|
| | |
|
789,379
|
| | | | | 658,580 | | |
Net loss and other comprehensive loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Loss per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (3.86) | | | | | $ | (2.22) | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | |
Weighted average shares used to compute basic and diluted net loss per share
|
| | | | 8,197,409 | | | | | | 8,310,604 | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balances at December 31, 2018
|
| | | | 20,335,871 | | | | | $ | 72,155,654 | | | | | | | 8,273,865 | | | | | $ | 827 | | | | | $ | 941,902 | | | | | $ | (57,492,746) | | | | | $ | (56,550,017) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 392,566 | | | | | | — | | | | | | 392,566 | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 122,560 | | | | | | 12 | | | | | | 39,851 | | | | | | — | | | | | | 39,863 | | |
Preferred Series D issuance, net of issuance costs
|
| | | | 12,317,871 | | | | | | 34,728,457 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,468,776) | | | | | | (18,468,776) | | |
Balances at December 31, 2019
|
| | | | 32,653,742 | | | | | | 106,884,111 | | | | | | | 8,396,425 | | | | | | 839 | | | | | | 1,374,319 | | | | | | (75,961,522) | | | | | | (74,586,364) | | |
Impact of adoption of ASC 842
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(111,637)
|
| | | |
|
(111,637)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
122,032
|
| | | |
|
—
|
| | | |
|
122,032
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
164,886
|
| | | |
|
17
|
| | | |
|
131,785
|
| | | |
|
—
|
| | | |
|
131,802
|
| |
Preferred Series D-1 issuance, net of issuance costs
|
| | |
|
9,038,488
|
| | | |
|
39,860,073
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | |
Treasury stock
|
| | |
|
(104,862)
|
| | | |
|
(3,657,913)
|
| | | | |
|
(5,796,214)
|
| | | |
|
—
|
| | | |
|
(17,087)
|
| | | |
|
—
|
| | | |
|
(17,087)
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(31,674,084)
|
| | | |
|
(31,674,084)
|
| |
Balances at December 31, 2020
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
2,765,097
|
| | | |
$
|
856
|
| | | |
$
|
1,611,049
|
| | | |
$
|
(107,747,243)
|
| | | |
$
|
(106,135,338)
|
| |
| | |
Year Ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
4,446,670
|
| | | | | 3,343,802 | | |
Amortization of operating ROU assets
|
| | |
|
1,885,456
|
| | | | | — | | |
Stock based compensation
|
| | |
|
122,032
|
| | | | | 392,566 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
(7,860,356)
|
| | | | | 1,933,814 | | |
Prepaid expenses and other current assets
|
| | |
|
(226,423)
|
| | | | | (255,325) | | |
Other assets
|
| | |
|
363,156
|
| | | | | (142,251) | | |
Accounts payable
|
| | |
|
3,832,398
|
| | | | | (443,221) | | |
Accrued expenses and other current liabilities
|
| | |
|
6,782,108
|
| | | | | 735,379 | | |
Deferred revenue
|
| | |
|
631,513
|
| | | | | (2,889,187) | | |
Operating lease liabilities
|
| | |
|
(3,607,302)
|
| | | | | — | | |
Deferred rent
|
| | |
|
—
|
| | | | | 194,852 | | |
Other long-term liabilities
|
| | |
|
(170,677)
|
| | | | | — | | |
Net cash used in operating activities
|
| | |
|
(25,475,509)
|
| | | | | (15,598,347) | | |
Investing activities | | | | | | | | | | | | | |
Capitalized software development costs
|
| | |
|
(5,814,284)
|
| | | | | (4,429,289) | | |
Purchases of fixed assets
|
| | |
|
(352,009)
|
| | | | | (16,664) | | |
Proceeds from receipt of related party advances
|
| | | | — | | | | | | 454,200 | | |
Net cash used in investing activities
|
| | |
|
(6,166,293)
|
| | | | | (3,991,753) | | |
Financing activities | | | | | | | | | | | | | |
Proceeds from Series D-1 financing, net of issuance costs
|
| | |
|
39,860,073
|
| | | | | 34,728,457 | | |
Repurchase of common stock
|
| | |
|
(3,675,000)
|
| | | | | — | | |
Cash received from stock option exercises
|
| | |
|
131,802
|
| | | | | 39,863 | | |
Net cash provided by financing activities
|
| | |
|
36,316,875
|
| | | | | 34,768,320 | | |
Net increase in cash, cash equivalents, and restricted cash
|
| | |
|
4,675,073
|
| | | | | 15,178,220 | | |
Cash, cash equivalents, and restricted cash, beginning of period
|
| | |
|
28,808,017
|
| | | | | 13,629,797 | | |
Cash, cash equivalents, and restricted cash, end of year
|
| | |
$
|
33,483,090
|
| | | | $ | 28,808,017 | | |
Supplemental disclosures of non-cash activities | | | | ||||||||||
Net change in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions
|
| | |
$
|
(374,935)
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Compensation and benefits
|
| | |
$
|
16,696,017
|
| | | | $ | 13,094,579 | | |
Rent expense and other facilities costs
|
| | |
|
7,132,472
|
| | | | | 5,801,044 | | |
Professional fees and consultants
|
| | |
|
3,211,270
|
| | | | | 2,789,069 | | |
Legal settlement
|
| | |
|
1,125,000
|
| | | | | — | | |
Stock based compensation
|
| | |
|
186,950
|
| | | | | 327,470 | | |
Total
|
| | |
$
|
28,351,709
|
| | | | $ | 22,012,162 | | |
|
Furniture and fixtures
|
| | | | 5 years | | |
|
Computer equipment
|
| | | | 3 years | | |
|
Drug storage equipment
|
| | | | 5 years | | |
|
Leasehold improvements
|
| | | | 4 – 5 years | | |
| | |
2020
|
| |
2019
|
| ||||||
Accounts receivable
|
| | |
$
|
8,688,441
|
| | | | $ | 1,426,874 | | |
Unbilled services
|
| | |
|
2,511,811
|
| | | | | 1,913,023 | | |
Total accounts receivable and unbilled services
|
| | |
$
|
11,200,252
|
| | | | $ | 3,339,897 | | |
| | |
2020
|
| |
2019
|
| ||||||
Deferred revenue
|
| | |
$
|
5,564,124
|
| | | | $ | 4,932,612 | | |
| | |
2020
|
| |
2019
|
| ||||||
Capitalized commission cost, net
|
| | |
$
|
509,326
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Amortization of capitalized commission cost
|
| | |
$
|
(232,422)
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Furniture and fixtures
|
| | |
$
|
298,877
|
| | | | $ | 298,877 | | |
Drug storage equipment
|
| | |
|
115,054
|
| | | | | 115,054 | | |
Computer equipment
|
| | |
|
475,798
|
| | | | | 111,574 | | |
Leasehold improvements
|
| | |
|
1,239,147
|
| | | | | 1,252,885 | | |
| | | |
|
2,128,876
|
| | | | | 1,778,390 | | |
Less accumulated depreciation
|
| | |
|
(1,593,492)
|
| | | | | (1,152,112) | | |
Property and equipment, net
|
| | |
$
|
535,384
|
| | | | $ | 626,278 | | |
| | |
Amortization Expense
|
| |||
Year: | | | | | | | |
2021
|
| | | $ | 4,195,131 | | |
2022
|
| | | | 2,804,127 | | |
2023
|
| | | | 1,055,109 | | |
| | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
|
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
Amount |
| |
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
Amount |
| ||||||||||||||||||||
Capitalized software
|
| | |
$
|
18,638,249
|
| | | |
$
|
(10,583,882)
|
| | | |
$
|
8,054,367
|
| | | | $ | 12,461,245 | | | | | $ | (6,592,330) | | | | | $ | 5,868,915 | | |
| | |
Classification
|
| |
2020
|
| |||
Operating fixed lease cost
|
| |
Selling, general and administrative expenses
|
| | | $ | 2,126,662 | | |
Operating variable lease cost
|
| |
Selling, general and administrative expenses
|
| | | | 238,205 | | |
Total lease cost
|
| | | | | | $ | 2,364,867 | | |
| | |
2020
|
| |||
Supplemental cash flow | | | | | | | |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows for operating leases
|
| | | $ | 2,495,972 | | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | | | |
Operating leases
|
| | | $ | 4,095,709 | | |
Weighted average remaining lease term (years): | | | | | | | |
Operating leases
|
| | | | 2.24 | | |
Weight average discount rate: | | | | | | | |
Operating leases
|
| | | | 6.50% | | |
| | |
Operating Leases
|
| |||
2021
|
| | | $ | 1,462,045 | | |
2022
|
| | | | 801,800 | | |
2023
|
| | | | 130,332 | | |
2024
|
| | | | 134,054 | | |
2025
|
| | | | 137,888 | | |
Thereafter
|
| | | | 11,518 | | |
Total future minimum lease payments
|
| | | | 2,677,637 | | |
Less imputed interest
|
| | | | (197,263) | | |
Total
|
| | | $ | 2,480,374 | | |
Reported as of December 31, 2020: | | | | | | | |
Accrued expenses and other liabilities
|
| | | $ | 1,352,537 | | |
Operating lease liabilities
|
| | | | 1,127,837 | | |
Total
|
| | | $ | 2,480,374 | | |
|
2020
|
| | | $ | 2,325,562 | | |
|
2021
|
| | | | 1,360,130 | | |
|
2022
|
| | | | 752,532 | | |
|
2023
|
| | | | 124,068 | | |
|
2024
|
| | | | 127,790 | | |
|
Thereafter
|
| | | | 142,618 | | |
|
Total
|
| | | $ | 4,832,700 | | |
| | |
2020
|
| |||
Sublease income | | | | | | | |
Fixed
|
| | | $ | 709,283 | | |
Variable
|
| | | | 4,971 | | |
Total sublease income
|
| | | $ | 714,254 | | |
|
2021
|
| | | $ | 666,740 | | |
|
2022
|
| | | | 823,900 | | |
|
2023
|
| | | | 130,332 | | |
|
2024
|
| | | | 134,054 | | |
|
2025
|
| | | | 137,888 | | |
|
Thereafter
|
| | | | 11,517 | | |
|
Total
|
| | | $ | 1,904,431 | | |
| | |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | |
$
|
543,148
|
| | | | $ | 551,689 | | |
Good Dermatology receivable
|
| | |
|
—
|
| | | | | 448,098 | | |
Leased facility security deposit
|
| | |
|
231,901
|
| | | | | — | | |
Capitalized commission cost, net
|
| | |
|
509,326
|
| | | | | — | | |
Other
|
| | |
|
79,787
|
| | | | | 137,952 | | |
Total prepaid expenses and other current assets
|
| | |
$
|
1,364,162
|
| | | | $ | 1,137,739 | | |
| | |
2020
|
| |
2019
|
| ||||||
Professional fees
|
| | |
$
|
1,623,286
|
| | | | $ | 375,902 | | |
Compensation, including bonuses, fringe benefits, and payroll taxes
|
| | |
|
4,364,645
|
| | | | | 1,310,240 | | |
Current portion of operating lease liabilities
|
| | |
|
1,352,537
|
| | | | | — | | |
Commissions payable
|
| | |
|
197,371
|
| | | | | — | | |
Legal settlement
|
| | |
|
1,225,000
|
| | | | | — | | |
Total accrued expenses
|
| | |
$
|
8,762,839
|
| | | | $ | 1,686,142 | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred shares authorized | | | | | | | | | | | | | |
Series A preferred
|
| | |
|
6,746,233
|
| | | | | 6,746,233 | | |
Series B preferred
|
| | |
|
7,588,369
|
| | | | | 7,588,369 | | |
Series C preferred
|
| | |
|
6,001,269
|
| | | | | 6,001,269 | | |
Series D preferred
|
| | |
|
12,317,871
|
| | | | | 17,596,960 | | |
Series D1 preferred
|
| | |
|
9,038,488
|
| | | | | — | | |
Total preferred shares authorized
|
| | |
|
41,692,230
|
| | | | | 37,932,831 | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred shares issued and outstanding | | | | | | | | | | | | | |
Series A preferred
|
| | |
|
6,641,371
|
| | | | | 6,746,233 | | |
Series B preferred
|
| | |
|
7,588,369
|
| | | | | 7,588,369 | | |
Series C preferred
|
| | |
|
6,001,269
|
| | | | | 6,001,269 | | |
Series D preferred
|
| | |
|
12,317,871
|
| | | | | 12,317,871 | | |
Series D1 preferred
|
| | |
|
9,038,488
|
| | | | | — | | |
Total preferred shares issued and outstanding
|
| | |
|
41,587,368
|
| | | | | 32,653,742 | | |
| | |
2020
|
| |
2019
|
| ||||||
Common stock shares, beginning balance
|
| | |
|
8,396,425
|
| | | | | 8,273,865 | | |
Issuance of common stock
|
| | |
|
164,886
|
| | | | | 122,560 | | |
Repurchase of common stock
|
| | |
|
(5,796,214)
|
| | | | | — | | |
Common stock shares, ending balance
|
| | |
|
2,765,097
|
| | | | | 8,396,425 | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Denominator: | | | | | | | | | | | | | |
Basic weighted average common shares outstanding
|
| | |
|
8,197,409
|
| | | | | 8,310,333 | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(3.86)
|
| | | | $ | (2.22) | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred stock
|
| | |
|
36,338,255
|
| | | | | 30,610,834 | | |
Stock options outstanding
|
| | |
|
6,714,171
|
| | | | | 5,301,830 | | |
Warrants outstanding
|
| | |
|
6,439
|
| | | | | 6,439 | | |
Total
|
| | |
|
43,058,865
|
| | | | | 35,919,104 | | |
| | |
Number of
Units |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding as of January 1, 2019
|
| | | | 4,823,893 | | | | | $ | 1.20 | | | | | | 8.71 | | | | | | | | |
Granted
|
| | | | 1,654,000 | | | | | | 0.82 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (122,560) | | | | | | 0.33 | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (1,207,259) | | | | | | 1.33 | | | | | | — | | | | | | | | |
Outstanding as of January 1, 2020
|
| | | | 5,148,074 | | | | | $ | 1.10 | | | | | | 8.22 | | | | | | | | |
Granted
|
| | | | 4,704,932 | | | | | | 0.52 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (164,886) | | | | | | (0.80) | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (2,209,384) | | | | | | (1.26) | | | | | | — | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 7,478,736 | | | | | $ | 0.68 | | | | | | 8.35 | | | | | $ | 6,058,137 | | |
Exercisable at December 31, 2020
|
| | | | 3,142,881 | | | | | $ | 0.81 | | | | | | 7.30 | | | | | $ | 2,173,188 | | |
| | |
2020
|
| |
2019
|
| ||||||
Cost of revenues
|
| | | $ | (64,919) | | | | | $ | 65,096 | | |
Selling, general and administrative
|
| | | | 186,950 | | | | | | 327,470 | | |
Total stock-based compensation expense
|
| | | $ | 122,032 | | | | | $ | 392,566 | | |
| | |
2020
|
| |
2019
|
| ||||||
Total grant date fair value of stock options vested
|
| | | $ | 533,089 | | | | | $ | 643,425 | | |
| | |
2020
|
| |
2019
|
|
Expected term
|
| |
6.25 years
|
| |
2.25 years – 6.25 years
|
|
Weighted-average grant date fair value per stock option granted
|
| |
$0.23
|
| |
$0.28
|
|
Risk-free interest rate
|
| |
0.4% – 1.4%
|
| |
1.1% – 3.0%
|
|
Expected volatility
|
| |
43.5% – 46.4%
|
| |
32.3% – 37.9%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
| | |
2020
|
| |
2019
|
| ||||||
U.S. income (loss) before taxes
|
| | |
$
|
(31,666,084)
|
| | | | $ | (18,468,776) | | |
Foreign income (loss) before taxes
|
| | |
|
—
|
| | | | | — | | |
Total income (loss) before taxes
|
| | |
$
|
(31,666,084)
|
| | | | $ | (18,468,776) | | |
| | |
2020
|
| |
2019
|
| ||||||
Statutory U.S. federal rate
|
| | |
$
|
(6,649,878)
|
| | | | $ | (3,878,443) | | |
State income tax net of federal benefit
|
| | |
|
(1,141,758)
|
| | | | | (767,428) | | |
Permanent items
|
| | |
|
77,747
|
| | | | | 109,580 | | |
Other prior year adjustments
|
| | |
|
(99,275)
|
| | | | | (1,339) | | |
Rate adjustment
|
| | |
|
(12,921)
|
| | | | | 65,267 | | |
Valuation allowance
|
| | |
|
7,826,085
|
| | | | | 4,472,363 | | |
Total income tax expense (benefit)
|
| | |
$
|
—
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Net operating loss carryforwards
|
| | |
$
|
24,923,945
|
| | | | $ | 18,039,466 | | |
Amortizable assets
|
| | |
|
6,321
|
| | | | | 7,143 | | |
Equity compensation
|
| | |
|
50,118
|
| | | | | 77,916 | | |
Salaries and wages
|
| | |
|
1,048,104
|
| | | | | 151,442 | | |
Deferred rent
|
| | |
|
—
|
| | | | | 133,387 | | |
Deferred revenue
|
| | |
|
861,120
|
| | | | | 544,415 | | |
Leasehold improvements
|
| | |
|
611,657
|
| | | | | — | | |
Other
|
| | |
|
303,317
|
| | | | | 26,535 | | |
Total deferred tax assets
|
| | |
|
27,804,582
|
| | | | | 18,980,304 | | |
Less: valuation allowance
|
| | |
|
(25,316,127)
|
| | | | | (17,490,042) | | |
Net deferred tax asset
|
| | |
|
2,488,455
|
| | | | | 1,490,262 | | |
Operating lease ROU
|
| | |
|
(545,045)
|
| | | | | — | | |
Fixed assets
|
| | |
|
(1,943,410)
|
| | | | | (1,490,262) | | |
Total deferred tax liabilities
|
| | |
|
(2,488,455)
|
| | | | | (1,490,262) | | |
Net deferred tax assets (liabilities)
|
| | |
$
|
—
|
| | | | $ | — | | |
|
Unrecognized Tax Benefits – Beginning
|
| | | $ | 239,927 | | |
|
Gross increases – tax positions in prior period
|
| | | | — | | |
|
Gross decreases – tax positions in prior period
|
| | | | — | | |
|
Gross increase – current-period tax positions
|
| | | | — | | |
|
Gross decrease – current-period tax positions
|
| | | | — | | |
|
Settlements
|
| | | | — | | |
|
Lapse of statute of limitations
|
| | | | — | | |
|
Unrecognized Tax Benefits – Ending
|
| | | $ | 239,927 | | |
| | |
Page
|
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| | | | A-57 | | | |
| | | | A-58 | | |
|
Exhibit A
Definitions
|
| | | |
|
Exhibit B
Form of Support Agreement
|
| | | |
|
Exhibit C
Form of Amended and Restated Registration Rights Agreement
|
| | | |
|
Exhibit D
Form of Amended and Restated Bylaws of Parent
|
| | | |
|
Exhibit E
Form of Amended and Restated Certificate of Incorporation of Parent
|
| | | |
|
Exhibit F
Sponsor Lock-Up Agreement
|
| | | |
|
Exhibit G
Director Nomination Agreement Term Sheet
|
| | | |
| | | | Sincerely, | | |||
| | | | COMPANY STOCKHOLDERS | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | COMPANY: | | |||
| | | | SCIENCE 37 HOLDINGS, INC. | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | INVESTORS: | | |||
| | | | LIFESCI HOLDINGS LLC | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | CHARDAN HEALTHCARE INVESTMENTS LLC | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | LIFESCI ACQUISITION II CORP. | | |||
| | | | By: | | |
Name: Andrew McDonald
Title: Chief Executive Officer |
|
| | | | HOLDER | | |||
| | | | LIFESCI HOLDINGS LLC | | |||
| | | | By: | | |
Name: Andrew McDonald
Title: Chief Executive Officer
Address for Notice:
LifeSci Holdings LLC
250 West 55th Street, #3401 New York, NY 10019 (646) 889-1200 Attn: Andrew McDonald Email: andrew@lifesciacquisition.com
with a copy, which shall not constitute notice, to:
Loeb and Loeb LLP
345 Park Avenue, 19th Floor New York, NY 10154 Attn: Mitchell Nussbaum Email: mnussbaum@loeb.com |
|
| | | | NUMBER OF LOCK-UP SHARES: | | |||
| | | | | | |
1,772,034 shares of Parent Common Stock
3,146,453 Parent Warrants |
|
| Name of Investor | | | Address | |
| LifeSci Holdings LLC | | |
250 W 55th St, #3401
New York, NY 10019 |
|
| Chardan Healthcare Investments LLC | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| | |
Page
|
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| | | | C-20 | | | |
| | | | C-21 | | | |
| | | | C-21 | | | |
| | | | C-21 | | |
| | | |
[Name]
[Full Title of Secretary] |
|
Exhibit
|
| |
Description
|
| |
Incorporated by Reference
|
| |||||||||
|
Schedule/
Form |
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |||||
2.1# | | | | |
Form 8-K
|
| |
001-39727
|
| |
2.1
|
| |
May 7, 2021
|
| |
3.1 | | | | |
Form 8-K
|
| |
001-39727
|
| |
3.1
|
| |
November 25, 2020
|
| |
3.2 | | | | |
Form S-1/A
|
| |
333-249480
|
| |
3.3
|
| |
November 18, 2020
|
| |
3.3 | | | Second Amended and Restated Certificate of Incorporation of Combined Company (included as Annex B to this proxy statement/prospectus). | | | | | | | | | | | | | |
3.4 | | | | | | | | | | | | | | | | |
4.1 | | | | |
Form S-1/A
|
| |
333-249480
|
| |
4.1
|
| |
November 18, 2020
|
| |
4.2 | | | | |
Form 8-K
|
| |
001-39727
|
| |
4.1
|
| |
November 25, 2020
|
| |
4.3 | | | | | | | | | | | | | | | | |
5.1 | | | | | | | | | | | | | | | | |
10.1 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.1
|
| |
November 25, 2020
|
| |
10.2 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.2
|
| |
November 25, 2020
|
|
Exhibit
|
| |
Description
|
| |
Incorporated by Reference
|
| |||||||||
|
Schedule/
Form |
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |||||
10.3 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.3
|
| |
November 25, 2020
|
| |
10.4 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.4
|
| |
November 25, 2020
|
| |
10.5 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.5
|
| |
November 25, 2020
|
| |
10.6 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.6
|
| |
November 25, 2020
|
| |
10.7 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.1
|
| |
May 7, 2021
|
| |
10.8* | | | | | | | | | | | | | | | | |
10.9 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.2
|
| |
May 7, 2021
|
| |
10.10 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.3
|
| |
May 7, 2021
|
| |
10.11 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.4
|
| |
May 7, 2021
|
| |
10.12 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.5
|
| |
May 7, 2021
|
| |
10.13* | | | Form of 2021 Incentive Award Plan (included as Annex D to this proxy statement/prospectus). | | |
Form S-4
|
| |
333-258205
|
| |
10.13
|
| |
July 28, 2021
|
|
10.14* | | | Form of 2021 Employee Stock Purchase Plan (included as Annex E to this proxy statement/prospectus). | | |
Form S-4
|
| |
333-258205
|
| |
10.14
|
| |
July 28, 2021
|
|
10.15* | | | | |
Form S-4
|
| |
333-258205
|
| |
10.15
|
| |
July 28, 2021
|
| |
10.16* | | | | |
Form S-4
|
| |
333-258205
|
| |
10.16
|
| |
July 28, 2021
|
| |
10.17* | | | | |
Form S-4
|
| |
333-258205
|
| |
10.17
|
| |
July 28, 2021
|
| |
21.1 | | | | | | | | | | | | | | | | |
23.1 | | | | | | | | | | | | | | | |
Exhibit
|
| |
Description
|
| |
Incorporated by Reference
|
| |||||||||
|
Schedule/
Form |
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |||||
23.2 | | | Consent of Ernst & Young LLP,Independent Registered Public Accounting Firm. | | | | | | | | | | | | | |
23.3 | | | | | | | | | | | | | | | | |
24.1 | | | | |
Form S-4
|
| |
333-258205
|
| |
24.1
|
| |
July 28, 2021
|
| |
99.1 | | | | |
Form S-4
|
| |
333-258205
|
| |
99.1
|
| |
July 28, 2021
|
| |
99.2 | | | | |
Form S-4
|
| |
333-258205
|
| |
99.2
|
| |
July 28, 2021
|
| |
99.3 | | | | |
Form S-4
|
| |
333-258205
|
| |
99.3
|
| |
July 28, 2021
|
| |
99.4 | | | | |
Form S-4
|
| |
333-258205
|
| |
99.4
|
| |
July 28, 2021
|
| |
99.5 | | | | |
Form S-4
|
| |
333-258205
|
| |
99.5
|
| |
July 28, 2021
|
| |
99.6 | | | | |
Form S-4
|
| |
333-258205
|
| |
99.6
|
| |
July 28, 2021
|
| |
99.7 | | | Consent of Emily Rollins to be named as a director. | | | | | | ||||||||
99.8 | | | | | | | | | | | | | | | | |
101.INS | | | XBRL Instance Document. | | | | | | | | | | | | | |
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | | | | | | |
101.SCH | | | XBRL Taxonomy Extension Schema Document. | | | | | | | | | | | | | |
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | | | | | | |
101.LAB | | | XBRL Taxonomy Extension Labels Linkbase Document. | | | | | | | | | | | | | |
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Andrew McDonald
Andrew McDonald
|
| | Chairman and Chief Executive Officer (Principal Executive Officer) and Director | | |
August 31, 2021
|
|
|
/s/ David Dobkin
David Dobkin
|
| | Chief Financial Officer (Principal financial and accounting officer), Head of Strategy and Director | | |
August 31, 2021
|
|
|
/s/ *
Michael Rice
|
| | Chief Operating Officer and Director | | |
August 31, 2021
|
|
|
/s/ *
Thomas Wynn
|
| | Director | | |
August 31, 2021
|
|
|
/s/ *
Thomas Mathers
|
| | Director | | |
August 31, 2021
|
|
|
/s/ *
Elizabeth Barrett
|
| | Director | | |
August 31, 2021
|
|
|
/s/ *
Graham Walmsley
|
| | Director | | |
August 31, 2021
|
|
|
/s/ *
Scott Janssen
|
| | Director | | |
August 31, 2021
|
|
Exhibit 4.3
WARRANT EXCHANGE AGREEMENT
This WARRANT EXCHANGE AGREEMENT dated as of __, 2021, is by and between LifeSci Acquisition II Corp., a Delaware corporation (the “Company”) and LifeSci Holdings LLC, a Delaware limited liability company (“Holder”).
WHEREAS, on November 24, 2020, the Company entered into a Private Warrant Agreement (the “Warrant Agreement”) by and between the Company and the Holder;
WHEREAS, simultaneous with the closing of the Company’s initial public offering, the Company sold warrants (the “Private Warrants”) to purchase 3,146,453 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at a price of $11.50 per share;
WHEREAS, the Company and Holder entered into that certain Support Agreement dated as of May 6, 2021 (the “Support Agreement”) with Science 37, Inc., a Delaware corporation (“Science 37”), pursuant to which Holder agreed to, among other things, amend the Warrant Agreement or enter into such other agreement that provides for the Private Warrants to convert into the right to receive 3,146,453 shares of Common Stock, in the aggregate, immediately prior to the effective time of the Merger (as defined below); and
WHEREAS, the Support Agreement was entered into in connection with that certain Merger Agreement dated as of May 6, 2021 (“Merger Agreement”), by and among the Company, Science 37, and LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), pursuant to which, among other things Merger Sub will merge with and into Science 37, with Science 37 surviving as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The Holder is the registered owner of 3,146,453 Private Warrants. Contingent upon consummation of the Merger, and effective as of immediately prior to the effective time of the Merger, the Holder is returning the Private Warrants to the Company for cancellation and the Company is issuing to the Holder an equal number of shares of Common Stock.
2. The Company and the Holder have the full legal capacity to enter into this Agreement on their own behalf.
3. No further authorization or approval is required on the part of the Company or Holder to enter into this Agreement and carry out the provisions hereof.
[Intentionally Blank. Signature Page Follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
LIFESCI ACQUISITION II CORP. | |||
By: | |||
Name: | Andrew McDonald | ||
Title: | Chief Executive Officer |
Holder:
Accepted and Agreed:
LIFESCI HOLDINGS, LLC | ||
By: | ||
Name: Andrew McDonald | ||
Title: Manager | ||
By: | ||
Name: David Dobkin | ||
Title: Manager | ||
By: | ||
Name: Michael Rice | ||
Title: Manager |
[Signature Page to Warrant Exchange Agreement]
2
Exhibit 5.1
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154-1895 |
Main 212.407.4000
Fax 212.407.4990
|
August 31, 2021
LifeSci Acquisition II Corp. 250 W. 55th St., #3401 New York, NY 10019
|
Re: | LifeSci Acquisition II Corp. |
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission by LifeSci Acquisition II Corp., a Delaware corporation (the “Company”), under the Securities Act of 1933, as amended (the “Act”), covering an offering of 112,500,000 shares of common stock of the Company, par value of $0.0001 per share (the “Common Stock”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officer of the Company.
Based upon the foregoing, we are of the opinion that the Common Stock, when issued, as contemplated in the Registration Statement and in accordance with the terms of the Agreement and Plan of Merger by and among the Company, LifeSci Acquisition II Merger Sub, Inc. and Science 37, Inc., dated May 6, 2021, as amended, will be legally issued, fully paid and non-assessable.
We are opining solely on 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.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement 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.
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For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership. |
LifeSci Acquisition II Corp. August 31, 2021 Page 2 |
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
EXHIBIT 10.8
INDEMNIFICATION And Advancement AGREEMENT
This Indemnification and Advancement Agreement (as amended or amended and restated, this “Agreement”) is made as of [ l ], 2021 (the “Effective Date”) by and between Science 37 Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [ l ] of the Company (“Indemnitee”).
RECITALS:
WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws of the Company (as amended or amended and restated from time to time, the “Bylaws”) and the Second Amended and Restated Certificate of Incorporation of the Company (as amended or amended and restated from time to time, the “Certificate of Incorporation”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws, Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification and advancement of expenses;
WHEREAS, the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
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WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws, Certificate of Incorporation and any resolutions adopted pursuant thereto, and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder;
WHEREAS, Indemnitee does not regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses;
WHEREAS, Indemnitee may have certain rights to indemnification and/or insurance provided by another Person (as defined below) with whom Indemnitee is associated or insurer of any such Person, which Indemnitee and the Company intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board;
WHEREAS, the Company engaged in a merger transaction pursuant to which Science 37, Inc., a Delaware corporation (“Old Science 37”), became a wholly-owned subsidiary of the Company; and
WHEREAS, the Company and Indemnitee desire to terminate any prior indemnification agreement between the Company and Indemnitee or between Old Science 37 and Indemnitee in favor of the execution and delivery hereof.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Termination of Any Prior Indemnification Agreement. Any prior indemnification agreement between the Company or Old Science 37 and Indemnitee is hereby terminated as of the Effective Date.
Section 2. Services to the Company. Indemnitee agrees to serve or continue to serve, as applicable, as a director and/or officer of the Company. This Agreement does not create any obligation on the part of the Company to continue Indemnitee in such position or on the part of Indemnity to continue in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Section 3. Definitions. As used in this Agreement:
(a) “Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.
(b) A “Change in Control” occurs upon the earliest to occur after the Effective Date of any of the following events:
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i. Acquisition of Stock by Third Party. Any Person is or becomes (in a single transaction or series of related transactions) the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;
ii. Change in the Board. During any period of two (2) consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 3(b)(i), 3(b)(iii) or 3(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;
iii. Corporate Transactions. The effective date of a merger or consolidation of the Company (or any of its subsidiaries) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity (or the resulting parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity (or the resulting parent entity);
iv. Liquidation. The approval by the stockholders of the Company of the dissolution or a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and
v. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
vi. For purposes of this Section 3(b), the following terms have the following meanings:
1 | “Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity. |
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2 | “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. |
3 | “Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. |
(c) “Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.
(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(e) “Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.
(f) “Expenses” includes all reasonable attorneys’ fees, retainers, court costs, mediation fees, transcript costs, expenses, disbursements and fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone and facsimile charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or negotiating for the settlement of, responding to or objecting to requests to provide discovery in or otherwise participating in, a Proceeding. Expenses shall also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 13(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(g) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include a law firm, or a member of a law firm, who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
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(h) The term “Proceeding” includes any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, or any claim, counterclaim, cross claim, issue or matter therein, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, participant, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate in the institution of a Proceeding.
Section 4. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, was or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 5. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 5 if Indemnitee is, was or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company shall not indemnify Indemnitee for Expenses under this Section 5 related to any Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.
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Section 6. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by applicable law. For purposes of this Section 6 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 7. Indemnification For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.
Section 8. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
Section 9. Additional Indemnification. Notwithstanding any limitation in Sections 4, 5 or 6, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the Effective Date that expand the Company’s ability to indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).
Section 10. Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any Proceeding:
(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or
(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 3(b)) or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or
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(c) commenced by Indemnitee, including any Proceeding (or any part of any Proceeding) commenced by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses, including a Proceeding (or any part of any Proceeding) commenced pursuant to Section 15, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its commencement or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
Section 11. Advances of Expenses.
(a) The Company shall advance, to the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not commenced by Indemnitee or any Proceeding (or any part of any Proceeding) commenced by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses from the Company or Enterprise, including a Proceeding (or any party of any Proceeding) commenced pursuant to Section 15 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its commencement. The Company shall advance the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.
(b) Advances shall be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus, to the fullest extent permitted by applicable law, Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company and no other form of undertaking is required other than the execution of this Agreement. The Company shall make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
Section 12. Procedure for Notification of Claim for Indemnification or Advancement.
(a) Indemnitee shall notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee shall include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company shall not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement of Expenses hereunder.
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(b) The Company shall be entitled to participate in the Proceeding at its own expense.
Section 13. Procedure Upon Application for Indemnification.
(a) Unless a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made:
i. by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;
ii. by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;
iii. if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by the Board; or
iv. if so directed by the Board, by the stockholders of the Company.
(b) If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).
(c) The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 13 shall provide written notice of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 3, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the law firm, or member of a law firm, so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 12(a) and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for the appointment as Independent Counsel of a law firm, or member of a law firm, selected by the Delaware Court or by such other person as the Delaware Court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 15(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
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(d) Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not protected by the attorney-client privilege or similar protection or privilege and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall, to the fullest extent permitted by applicable law, advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly shall advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.
(e) If it is determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within thirty (30) days after such determination.
Section 14. Presumptions and Effect of Certain Proceedings.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent permitted by applicable law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 12(a), and the Company shall, to the fullest extent permitted by applicable law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 13 within sixty (60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 12(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period may be extended an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 13(a)(iv).
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(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 14(d) are not exclusive and do not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
(e) To the fullest extent permitted by applicable law, the knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.
Section 15. Remedies of Indemnitee.
(a) Indemnitee may commence a proceeding against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 13 that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 11, (iii) the determination of entitlement to indemnification is not made pursuant to Section 13 within the Determination Period, (iv) the Company does not indemnify Indemnitee or advance Expenses pursuant to Section 6 or 7 or the second to last sentence of Section 13(d) within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 4, 5, 6 or 7 within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. Alternatively, Indemnitee or the Company, at Indemnitee’s or the Company’s option, respectively, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence such proceeding seeking an adjudication or an award in arbitration within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 15(a); provided, however, that the foregoing clause does not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 6. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
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(b) If a determination is made pursuant to Section 13 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 15 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 15, to the fullest extent permitted by applicable law, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and shall not introduce evidence of the determination made pursuant to Section 13.
(c) If a determination is made pursuant to Section 13 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 15, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) The Company is, to the fullest extent not prohibited by applicable law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 15 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(e) It is the intent of the Company that, to the fullest extent permitted by applicable law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by applicable law, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company, and shall indemnify Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such action were made in bad faith or were frivolous or are prohibited by applicable law.
(f) To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations under this Agreement through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
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(g) (i) Whether or not the indemnification provided in Sections 4, 5 or 6 is available in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee, in each case, to the fullest extent permitted by applicable law. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(ii) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph (g)(i), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall, to the fullest extent permitted by applicable law, contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall, to the fullest extent permitted by applicable law, be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.
(iii) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.
Section 16. Non-exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.
(a) The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be eliminated or impaired by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
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(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company, Indemnitee shall be covered by such policy or policies to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a Proceeding pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable lawful action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such amounts and shall comply with the terms of such policies, including selection of approved panel counsel, if required.
(c) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable lawful action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.
(d) In the event of any payment made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee shall execute all papers required and take all lawful action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
Section 17. Duration of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 15 relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
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Section 18. Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 19. Interpretation. Any ambiguity in the terms of this Agreement shall be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted by applicable law. The Company and Indemnitee intend that this Agreement provide, to the fullest extent permitted by applicable law, for indemnification and advancement in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.
Section 20. Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Section 21. Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or constitutes a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
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Section 22. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.
Section 23. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.
(b) If to the Company to:
Science 37 Holdings, Inc.
600 Corporate Pointe, Suite 320
Culver City, CA 90230
Attention: Christine Pellizzari; Mike Zaranek
Email: christine.pellizzari@science37.com;
mike.zaranek@science37.com
or to any other address as may have been furnished to Indemnitee by the Company.
Section 24. Contribution. To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect: (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Section 25. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 15(a), to the fullest extent permitted by applicable law, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such proceeding in the Delaware Court, and (d) waive, and agree not to plead or to make, any claim that any such proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
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Section 26. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 27. Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction thereof.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.
COMPANY: | INDEMNITEE: | ||
SCIENCE 37 HOLDINGS, INC. | [ l ] | ||
By: | |||
Name: | Name: | ||
Office: | Address: |
[Signature Page to Indemnification Agreement]
Exhibit 21.1
List of Subsidiaries of LifeSci Acquisition II Corp.
Name of Subsidiary |
Jurisdiction of
Organization |
LifeSci Acquisition II Merger Sub, Inc. | Delaware |
List of Subsidiaries of Science 37, Inc.
Name of Subsidiary |
Jurisdiction of
Organization |
Science 37 s.r.o | Slovak Republic |
Science 37 Switzerland GmbH | Switzerland |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Prospectus constituting a part of this Registration Statement on Amendment No. 1 to Form S-4 of our report dated August 27, 2020, relating to the consolidated financial statements of LifeSci Acquisition II Corp., which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
August 31, 2021 |
Exhibit 23.2
Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated June 16, 2021 (except for the Liquidity section of Note 1 and the Going Concern section of Note 18 as to which the date is August 31, 2021) with respect to the consolidated financial statements of Science 37, Inc. included in the proxy statement/prospectus of LifeSci Acquisition II Corp. that is made a part of the Registration Statement (Form S-4 Amendment No. 1) and Prospectus of LifeSci Acquisition II Corp. for the registration of shares of its common stock.
/s/ Ernst and Young LLP
Los Angeles, California
August 31, 2021
Exhibit 99.7
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: August 20, 2021 | /s/ Emily Rollins |
Emily Rollins |
Exhibit 99.8
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
SPECIAL MEETING OF STOCKHOLDERS , 2021 This Proxy is Solicited On Behalf Of The Board Of Directors |
Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. |
¨FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ¨ THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NOS. 1, 2, 3 (INCLUDING EACH OF THE SUB-PROPOSALS), 4, 5, 6 AND 7 |
FOR | AGAINST | ABSTAIN | ||||
Proposal 1—Business Combination Proposal | ¨ | ¨ | ¨ | |||
To approve the transactions contemplated under the Agreement and Plan of Merger, dated as of May 6, 2021 (the “Business Combination Agreement”), by and among LifeSci Acquisition II Corp. (“LSAQ”), LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ and Science 37, Inc. | ||||||
FOR | AGAINST | ABSTAIN | ||||
Proposal 2—Charter Approval Proposal | ¨ | ¨ | ¨ | |||
To approve the Second Amended and Restated Certificate of Incorporation of LSAQ, to, among other things, change LSAQ’s name to “Science 37 Holdings, Inc.,” amend certain provisions related to authorized capital stock, the required vote to amend the charter and bylaws, and director removal. |
Proposal 3—The Governance Proposals
To approve on a non-binding advisory basis, five separate governance proposals relating to the following material differences between LSAQ’s current Amended and Restated Certificate of Incorporation and the proposed Second Amended and Restated Certificate of Incorporation:
FOR | AGAINST | ABSTAIN | ||||||
a. | Proposal 3A | ¨ | ¨ | ¨ | ||||
Increase the number of shares of (i) common stock LSAQ is authorized to issue from 30,000,000 shares to 500,000,000 shares and (ii) preferred stock LSAQ is authorized to issue from 1,000,000 shares to 100,000,000 shares; |
FOR | AGAINST | ABSTAIN | ||||||
b. | Proposal 3B | ¨ | ¨ | ¨ | ||||
Require the vote of at least two-thirds (66 and 2/3%) of the voting power of the then outstanding shares of voting stock of LSAQ entitled to vote at an election of directors, rather than a simple majority, to amend, alter, repeal or rescind the Combined Company’s bylaws; |
FOR | AGAINST | ABSTAIN | ||||||
c. | Proposal 3C | ¨ | ¨ | ¨ | ||||
Require the vote of at least two-thirds (66 and 2/3%) of the voting power of the then outstanding shares of voting stock of LSAQ entitled to vote at an election of directors, rather than a simple majority, to amend, alter, repeal or rescind the Proposed Charter; |
FOR | AGAINST | ABSTAIN | ||||||
d. | Proposal 3D | ¨ | ¨ | ¨ | ||||
Require the vote of at least two-thirds (66 and 2/3%) of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office; |
FOR | AGAINST | ABSTAIN | ||||||
e. | Proposal 3E | ¨ | ¨ | ¨ | ||||
Remove certain provisions related to LSAQ’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination. |
FOR | AGAINST | ABSTAIN | ||||
Proposal 4—The Stock Plan Proposal | ¨ | ¨ | ¨ | |||
To approve the Science 37 Holdings, Inc. 2021 Incentive Award Plan. |
FOR | AGAINST | ABSTAIN | ||||
Proposal 5—The Employee Stock Plan Proposal | ¨ | ¨ | ¨ | |||
To approve the Science 37 Holdings, Inc. 2021 Employee Stock Purchase Plan. |
FOR | AGAINST | ABSTAIN | ||||
Proposal 6 – The Nasdaq Proposal | ¨ | ¨ | ¨ | |||
To approve: (i) for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of LSAQ common stock and the resulting change in control in connection with the Business Combination, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the common stock in connection with the PIPE Investment upon the consummation of the Business Combination. |
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FOR | AGAINST | ABSTAIN | ||||
Proposal 7—Adjournment Proposal | ¨ | ¨ | ¨ | |||
To consider and vote upon a proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event LSAQ does not receive the requisite stockholder vote to approve the Proposals. |
CONTROL NUMBER |
Signature __________________________________Signature, if held jointly______________________________ Date , 2021. |
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If a partnership, please sign in partnership name by authorized person. |
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting to be held on , 2021:
This notice of meeting, and the accompanying proxy statement
are available at [ ]
¨ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ¨
PROXY
LIFESCI ACQUISITION II CORP.
250 W 55th St., #3401
New York, NY 10019
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
, 2021
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice of Special Meeting of Stockholders (the “Special Meeting”) and accompanying proxy statement/prospectus, dated , 2021, in connection with the Special Meeting to be held on , 2021 at __:__ a.m. Eastern time, via webcast at http://[•], and hereby appoints ____________and ________, and each of them (with full power to act alone), the attorneys-in-fact and proxies of the undersigned, with full power of substitution to each, to vote all shares of the Common Stock, of LifeSci Acquisition II Corp., registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposal set forth in the proxy statement/prospectus.
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THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS NOS. 1, 2, 3 (INCLUDING EACH OF THE SUB-PROPOSALS), 4, 5, 6 AND 7.
(Continued and to be marked, dated and signed, on the other side)
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