UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 15, 2021

 

Science 37 Holdings, Inc. 

(Exact name of registrant as specified in its charter)

 

Delaware   001-39727   84-4278203
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

600 Corporate Pointe

Suite 320

Culver City, CA

  90230
(Address of principal executive offices)   (Zip Code)

 

(984) 377-3737
Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 15, 2021, Science 37 Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth under Item 2.02 is incorporated herein by reference.

 

The information in Item 2.02 and Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  Description
     
99.1   Press release dated November 15, 2021

 

 

 

 

SIGNATURES

 

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

 

    Science 37 Holdings, Inc.
     
Date: November 15,  2021 By: /s/ David Coman
    Name:  David Coman
    Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

NEWS RELEASE

 

Science 37 Reports Quarterly Financial Results for the Period Ended September 30, 2021

 

 

LOS ANGELES, November 15, 2021 — Science 37 Holdings, Inc. (Nasdaq: SNCE), (“Science 37”) the Operating System for today’s more agile clinical trials, today reported its financial results for the quarter ended September 30, 2021.

 

“We are pleased to have delivered another quarter of strong financial performance, marked by the early achievement of our previously communicated full year net bookings projections in September,” said David Coman, Chief Executive Officer of Science 37. “These results reflect the rapidly expanding market and the adoption of our Operating System as the industry standard. We expect this strong momentum to continue as more pharmaceutical sponsors strive to accelerate clinical trials by enabling universal access to patients and providers, anywhere.”

 

Quarterly Financial Highlights

 

· Revenue was $14.2 million for the quarter ended September 30, 2021, a 116% increase compared to the same period in 2020.
· Net bookings were $35.9 million for the quarter ended September 30, 2021, a 342% increase compared to the same period in 2020.
· Adjusted Gross Profit was $4.0 million for the quarter ended September 30, 2021, compared to $(0.5) million for the same period in 2020. Adjusted Gross Margin was 28.4% for the quarter ended September 30, 2021, compared to (7.0%) percent for the same period in the prior year.
· Net loss was $14.7 million for the quarter ended September 30, 2021, resulting in diluted earnings per share of $(3.23), compared to a net loss of $7.7 million in the same period in 2020, or diluted earnings per share of $(0.90).
· Adjusted Net Loss was $13.9 million for the quarter ended September 30, 2021, compared to an Adjusted Net Loss of $7.8 million in the same period in 2020.
· Adjusted EBITDA was $(12.0) million for the quarter end September 30, 2021, compared to $(6.7) million in the same period in 2020.

 

2021 Financial Outlook

 

Science 37 is providing guidance for the calendar year ending December 31, 2021 as follows:

 

· Total revenues between $53.7 and $54.2 million.
· Adjusted EBITDA between $(43.7) and $(45.7) million.
· Basic shares outstanding are expected to be approximately 114.7 million.

 

The foregoing 2021 Financial Outlook statements represent management's current estimates as of the date of this release. Actual results may differ materially depending on a number of factors. Investors are urged to read the Cautionary Note Regarding Forward-Looking Statements included in this release. Management does not assume any obligation to update these estimates.

 

 

NEWS RELEASE

 

 

Webcast and Conference Call Details

 

Science 37 will host a conference call today, November 15, 2021, at 8:00 a.m. ET to discuss its quarter ended September 30, 2021 financial results. The conference call can be accessed live by dialing (844) 467-7754 for domestic callers or (270) 215-9366 for international callers and referring to Conference ID: 3157111. A live webcast of the conference call will be available on the “Investor Relations” section of the Company's website at https://investors.science37.com/. An archived copy of the webcast will be available on the website after the call.

 

About Science 37

 

Science 37’s mission is to enable universal access to clinical research—making it easier for patients and providers to participate from anywhere and helping to accelerate the development of treatments that impact patient lives. As a pioneer of decentralized clinical trials, the Science 37 Clinical Trial Operating System (OS) supports today’s more agile clinical research designs with its full stack, end-to-end technology platform and specialized networks of patient communities, telemedicine investigators, mobile nurses, remote coordinators and connected devices. Configurable to enable any study type, the Science 37 OS enables up to 15x faster enrollment, 28% better retention and 3x more people of color, as compared to the traditional site-centric clinical trial model, with industry-leading workflow orchestration, evidence generation and data harmonization. For more information, visit https://www.science37.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the services offered by Science 37 and the markets in which it operates, and Science 37’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to maintain the listing of Science 37’s securities on Nasdaq, (ii) volatility in the price of Science 37’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Science 37 plans to operate, variations in performance across competitors, changes in laws and regulations affecting Science 37’s business and changes in its capital structure, (iii) the ability to recognize anticipated benefits of the business combination between Science 37, Inc. and LifeSci Acquisition II Corp. (“LifeSci”), (iv) the ability to implement business plans, forecasts, and other expectations, and to identify and realize additional opportunities, (v) the risk that Science 37 may never achieve or sustain profitability, (vi) the risk that Science 37 will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (vii) the potential adverse effects of the ongoing global COVID-19 pandemic. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of LifeSci’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 24, 2021 and other documents filed by Science 37 from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Science 37 assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Science 37 does not give any assurance that Science 37 will achieve its expectations.

 

 

NEWS RELEASE

 

 

Use of Non-GAAP Financial Measures

 

In addition to the financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), this press release contains certain non-GAAP financial measures, including adjusted gross profit, adjusted EBITDA and adjusted net income (loss). A “non-GAAP financial measure” is generally defined as a numerical measure of a company’s financial performance that excludes or includes amounts from the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statements of cash flows of the Company. Please refer to the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in this press release and the accompanying tables contained at the end of this release.

 

The Company defines Adjusted Gross Profit as Gross Profit excluding share-based compensation expense.

 

The Company defines Adjusted Net Income (including adjusted diluted earnings per share) as net income (including diluted earnings per share) excluding transactions that the Company believes are not representative of its core operations, namely: restructuring and other costs; transaction and integration-related expenses; share-based compensation expense; other income (expense), net; and gain or loss on extinguishment of debt.

 

EBITDA represents earnings before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA, further adjusted to exclude expenses and transactions that the Company believes are not representative of its core operations, namely: restructuring and other costs; transaction and integration-related expenses; share-based compensation expense; other income (expense), net; and gain or loss on extinguishment of debt.

 

Each of the non-GAAP measures noted above are used by management and the Board to evaluate the Company's core operating results because they exclude certain items whose fluctuations from period-to-period do not necessarily correspond to changes in the core operations of the business.

 

Management believes that adjusted gross profit, adjusted EBITDA and adjusted net income (Loss) are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical periods. In addition, these measures are frequently used by analysts, investors, and other interested parties to evaluate and assess performance.

 

 

NEWS RELEASE

 

 

Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. Also, other companies might calculate these measures differently.

 

Contacts:

 

 

INVESTOR RELATIONS:

Caroline Paul

Gilmartin Group

investors@science37.com

 

MEDIA INQUIRIES:

Margie Kooman

Science 37

Phone: (984) 377-3737

Email: pr@science37.com

 

 

 

NEWS RELEASE

 

 

SCIENCE 37, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2021     2020     2021     2020  
Revenues (including amounts with related parties)   $ 14,235,697     $ 6,583,413     $ 39,221,524     $ 12,541,208  
                                 
Operating expenses:                                
Cost of revenues (including amounts with related parties)     10,318,268       7,050,897       26,245,932       10,929,068  
Selling, general and administrative     16,931,866       6,301,712       37,477,055       17,870,603  
Depreciation and amortization     1,915,517       1,141,801       5,188,586       3,162,424  
Restructuring Costs                       699,473  
Total operating expenses     29,165,651       14,494,410       68,911,573       32,661,568  
                                 
Loss from operations     (14,929,954 )     (7,910,997 )     (29,690,049 )     (20,120,360 )
                                 
Other income:                                
Interest income     151       1,554       1,424       76,019  
Sublease income (including amounts with related parties)     230,235       232,294       444,153       696,882  
Other income     7,697       (6,681 )     11,954       (2,489 )
Total other income     238,083       227,167       457,531       770,412  
                                 
Net loss and other comprehensive loss   $ (14,691,871 )   $ (7,683,830 )   $ (29,232,518 )   $ (19,349,948 )
                                 
Loss per share:                                
Basic and diluted   $ (3.23 )   $ (0.90 )   $ (7.66 )   $ (2.29 )
                                 
Weighted average common shares outstanding:                                
Weighted average shares used to compute basic and diluted net loss per share     4,551,755       8,522,923       3,818,717       8,458,434  

 

 

NEWS RELEASE

 

 

SCIENCE 37, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    (unaudited)        
    September 30, 2021     December 31, 2020  
Assets                
Current assets:                
Cash and cash equivalents   $ 7,996,362     $ 32,478,948  
Restricted cash     -       1,004,142  
Accounts receivable, net (including amounts with related parties)     6,998,708       11,200,252  
Prepaid expenses and other current assets     4,226,079       1,364,162  
Total current assets     19,221,149       46,047,504  
                 
Property and equipment, net     1,157,818       535,384  
Operating lease right-of-use assets     2,362,445       2,210,253  
Capitalized software, net     16,679,024       8,054,367  
Other assets     325,782       183,718  
Total assets   $ 39,746,218     $ 57,031,226  
                 
Liabilities, redeemable convertible preferred stock and stockholders’ deficit                
Current liabilities:                
Accounts payable   $ 7,488,575     $ 4,401,874  
Accrued expenses and other liabilities     10,727,474       8,762,839  
Deferred revenue     6,571,281       5,136,457  
Total current liabilities     24,787,330       18,301,170  
                 
Long-term liabilities:                
Long-term deferred revenue     1,055,624       427,667  
Operating lease liabilities     1,485,288       1,127,837  
Other long-term liabilities     1,541,313       223,619  
Total liabilities     28,869,555       20,080,293  
                 
Redeemable convertible preferred stock:                
Preferred stock, $0.0001 par value; 41,692,230 shares authorized, 41,587,368 issued and outstanding at September 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, 4,595,168 and 2,765,097 issued and outstanding at September 30, 2021 and December 31, 2020, respectively     1,039       856  
Additional paid-in capital     4,769,114       1,611,049  
Accumulated deficit     (136,979,761 )     (107,747,243 )
Total stockholders’ deficit     (132,209,608 )     (106,135,338 )
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit   $ 39,746,218     $ 57,031,226  

 

 

NEWS RELEASE

 

 

SCIENCE 37, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Nine Months Ended
September 30,
 
    2021     2020  
Operating activities                
Net loss   $ (29,232,518 )   $ (19,349,948 )
Adjustments to reconcile net loss to net cash used in                
operating activities:                
Depreciation and amortization     5,188,586       3,162,424  
Amortization of operating ROU assets     1,153,257       1,400,294  
Stock based compensation     1,913,096       1,789  
Changes in assets and liabilities:                
Accounts receivable (including amounts with related parties)     4,201,546       (3,265,235 )
Prepaid expenses and other current assets     (2,861,917 )     (1,265,844 )
Other assets     (142,065 )     363,156  
Accounts payable     2,109,901       3,163,309  
Accrued expenses and other current liabilities     577,494       3,158,333  
Deferred revenue     2,062,780       (976,377 )
Operating lease liabilities     (947,997 )     (3,399,177 )
Other long-term liabilities     1,317,693       143,369  
Net cash used in operating activities     (14,660,144 )     (16,863,907 )
                 
Investing activities                
Capitalized software development costs     (11,338,853 )     (3,938,788 )
Purchases of fixed assets     (732,883 )     (244,677 )
Net cash used in investing activities     (12,071,736 )     (4,183,465 )
                 
Financing activities                
Proceeds from Series D-1 financing, net of issuance costs           39,923,805  
Cash received from stock option exercises     1,245,152       116,240  
Net cash provided by financing activities     1,245,152       40,040,045  
                 
Net decrease in cash, cash equivalents, and restricted cash     (25,486,728 )     18,992,673  
Cash, cash equivalents, and restricted cash, beginning of period     33,483,090       28,808,017  
Cash, cash equivalents, and restricted cash, end of period   $ 7,996,362     $ 47,800,690  
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   $ (2,363,941 )   $ (208,363 )
ROU asset obtained in exchange for operating lease liabilities   $ (1,305,448 )   $ -  

 

 

NEWS RELEASE

 

 

SCIENCE 37, INC.

NON-GAAP FINANCIAL MEASURES

(Unaudited)

 

The following table reconciles Gross Profit (loss) to Adjusted Gross Profit:

 

    Three Months Ended 
September 30,
    Nine Months Ended 
September 30,
 
    2021     2020     2021     2020  
Gross profit   $ 3,917,429     $ (467,485 )   $ 12,975,591     $ 1,612,140  
Stock-based compensation expense (direct)     129,464       4,381       346,516       (70,058 )
Adjusted gross profit   $ 4,046,894     $ (463,104 )   $ 13,322,108     $ 1,542,082  

 

 

The following table reconciles Net income (loss) to Adjusted EBITDA:

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2021     2020     2021     2020  
Net loss   $ (14,691,871 )   $ (7,683,830 )   $ (29,232,518 )   $ (19,349,948 )
Interest income     (151 )     (1,554 )     (1,424 )     (76,019 )
Depreciation and amortization     1,915,517       1,141,801       5,188,586       3,162,424  
Other income (1)     (237,932 )     (225,613 )     (456,107 )     (694,394 )
Stock-based compensation expense     997,979       105,341       1,913,096       1,789  
Restructuring costs     -       -       -       699,473  
Adjusted EBITDA   $ (12,016,458 )   $ (6,663,855 )   $ (22,588,367 )   $ (16,256,674 )

 

(1) For the three months ended September 30, 2021 and 2020, other income includes $230,235 and $232,294, respectively, of sublease income. For the nine months ended September 30, 2021 and 2020, other income includes $444,153 and $696,882, respectively, of sublease income.

  

The following table reconciles Net Income (loss) to Adjusted Net Loss:

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2021     2020     2021     2020  
Net loss   $ (14,691,871 )   $ (7,683,830 )   $ (29,232,518 )   $ (19,349,948 )
Interest income     (151 )     (1,554 )     (1,424 )     (76,019 )
Other income (1)     (237,932 )     (225,613 )     (456,107 )     (694,394 )
Stock-based compensation expense     997,979       105,341       1,913,096       1,789  
Restructuring costs     -       -       -       699,473  
Adjusted net loss   $ (13,931,976 )   $ (7,805,656 )   $ (27,776,953 )   $ (19,419,098 )

 

(1) For the three months ended September 30, 2021 and 2020, other income includes $230,235 and $232,294, respectively, of sublease income. For the nine months ended September 30, 2021 and 2020, other income includes $444,153 and $696,882, respectively, of sublease income.