Science 37 Holdings, Inc. (Form: 8-K, Received: 10/05/2022 16:18:52)

0001819113FALSE00018191132022-09-292022-09-29

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 29, 2022

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.)


800 Park Offices Drive, Suite 3606 Research Triangle Park, NC						27709
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code

(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

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.

On September 29, 2022, Adam Goulburn notified Science 37 Holdings, Inc. (the “Company”) of his decision to resign from the Board of Directors (the “Board”) of the Company and from the Nominating and Corporate Governance Committee of the Board, in each case effective as of September 30, 2022. Mr. Goulburn’s resignation was not the result of any disagreements with the Company.

On September 30, 2022, the Board (i) appointed Paul von Autenried as a Class II director to fill the vacancy left by Mr. Goulburn’s resignation. The Board has not yet determined the committees of the Board on which Mr. von Autenried is expected to serve. Mr. von Autenried’s compensation will be consistent with the terms of the Company’s standard compensatory arrangements for non-employee directors, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 23, 2022, under the heading “Director Compensation Program.” Mr. von Autenried is expected to enter into the Company’s standard indemnification agreement for directors and officers in the form filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4/A (File No. 333- 258205), filed with the SEC on August 31, 2021. There are no transactions between Mr. von Autenried and the Company that would be reportable under Item 404(a) of Regulation S-K.

Mr. von Autenried, 61, served as the Chief Information Officer and an Executive Committee member of Bristol Myers Squibb Company, a publicly-traded biopharmaceutical company from 2011 through 2022, and prior to that role, he held various leadership positions since 1996. Prior to joining Bristol Myers Squibb, from 1991 through 1996, he served as Director of Technology at Kraft General Foods. Mr. von Autenried received a Bachelor of Electrical Engineering degree and a Master of Science in Computer Science degree from Stevens Institute of Technology in 1983 and 1986 respectively. Mr. von Autenried is a board member of QuickBase, and a board advisor for several other privately held technology companies, including Intelepeer, SafeGuard Cyber, and Dotmatics. Mr. von Autenried has also served on the board of several non-profit entities, and is currently on the board of PennMedicine Princeton Healthcare.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company, dated October 5, 2022, announcing Mr. von Autenried’s appointment is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference as if fully set forth herein.

The information under this Item 7.01 and the press release attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statement and Exhibits.


Exhibit Number						Description

99.1						Press release, dated October 5, 2022
104						Cover Page Interactive Data File (formatted as inline XBRL).

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:	October 5, 2022	By:	/s/ Christine Pellizzari
		Name:	Christine Pellizzari
		Title:	Chief Legal Officer

Exhibit 99.1


NEWS RELEASE

Science 37 appoints Paul von Autenried to its Board of Directors

Former Chief Information officer and Executive Committee member for Bristol Myers Squibb brings deep industry and technology expertise to Science 37.

RESEARCH TRIANGLE PARK. October 5, 2022—Science 37 Holdings, Inc. (Nasdaq: SNCE), the Agile Clinical Trial Operating System™, today announced the appointment of seasoned industry and technology executive Paul von Autenried to its Board of Directors.

Mr. von Autenried spent 26 years in leadership roles at Bristol Myers Squibb Company, including most recently having served as Chief Information Officer and an Executive Committee member from 2011 to 2022.

“I’ve long admired Science 37 and its unique operating system to enable sponsors to accelerate clinical research,” said Mr. von Autenried. “I look forward to working with the board and management to support its evolution and next phase of growth.”

“I’m delighted to welcome Paul to our Board of Directors,” said David Coman, Chief Executive Officer of Science 37. “His extraordinarily deep industry and technology expertise will provide immense value to Science 37, as we continue to accelerate clinical research and enable access to patients without geographic limitations.”

As Mr. von Autenried joins the Board of Directors replacing Adam Goulburn.

“I would like to take this opportunity to provide a heartfelt ‘thank you’ to Adam for his valuable contribution to Science 37,” said Mr. Coman. “As a long-time member of our board, Adam was instrumental in helping us to achieve our extraordinary growth and was a catalyst to our public offering in 2021. We wish him all the best in his future endeavors.”

Science 37 Holdings, Inc.’s (Nasdaq: SNCE) 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 l Operating System (OS) supports today’s more agile clinical research designs with its full-stack, end-to-end technology platform and centralized networks of patient communities, telemedicine investigators, mobile nurses, remote coordinators, provider communities, and data and devices. Configurable to enable almost any study type, the Science 37 OS enables up to 21x faster enrollment, 28% better retention, and 3x more diverse patient population 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 products offered by Science 37, its sales pipeline and the markets in which it operates, and Science 37’s anticipated growth and profitability. 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 operates, 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 implement business plans, forecasts, and other expectations, and to identify and realize additional opportunities, (iv) the risk that Science 37 may never achieve or sustain profitability, (v) 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 (vi) 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 22, 2022 and in our 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.

Science 37 // Gilmartin

Investors@science37.com