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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): September 30, 2022
SCIENCE 37 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39727 | | 84-4278203 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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800 Park Offices Drive, Suite 3606 Research Triangle Park, NC | | 27709 |
| (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:
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Shares of Common stock, par value $0.0001 per share | | SNCE | | The Nasdaq Stock Market LLC |
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 ☒
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on Form 8-K of Science 37 Holdings, Inc. (the "Company") filed with the Securities and Exchange Commission on September 12, 2022, Michael Shipton was appointed as the Company’s Chief Commercial Officer, succeeding Steve Geffon. In connection with the termination of Mr. Geffon’s employment as Chief Commercial Officer, effective as of September 9, 2022 (the "Termination Date") and his transition to a role as a strategic advisor to the Company's Chief Executive Officer, Mr. Geffon entered into a Severance Agreement and General Release, dated September 26, 2022 (the “Severance Agreement”), with a subsidiary of the Company.
Pursuant to the terms of the Severance Agreement, Mr. Geffon is entitled to (i) continued payment of his base salary as severance pay for a period of six months following the Termination Date (the "Severance Period") payable in accordance with normal payroll practices, (ii) in exchange for Mr. Geffon's provision of consulting services to the Company until the first anniversary of the Termination Date, continued payment of base salary for a period of six months following the end of the Severance Period payable in six equal payments on the last day of each month, and (iii) Company-paid COBRA coverage for the Severance Period, and, contingent upon the fulfillment of certain initiatives by Mr. Geffon, Company-paid COBRA coverage for an additional six months following the Severance Period. Additionally, Mr. Geffon’s previously awarded unvested equity awards shall continue to vest for a period of twelve months following the Termination Date. The Severance Agreement also provides for a customary general release of claims by Mr. Geffon. The Severance Agreement is subject to revocation on the part of Mr. Geffon no later than October 3, 2022.
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.
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| | | Science 37 Holdings, Inc. |
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| Date: | September 30, 2022 | By: | /s/ Christine Pellizzari |
| | | Name: | Christine Pellizzari |
| | | Title: | Chief Legal Officer |