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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 001-39727
SCIENCE 37 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware84-4278203
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
800 Park Offices Drive, Suite 3606
Research Triangle Park, North Carolina
27709
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (984) 377-3737
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, $0.0001 par value per shareSNCE
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
x
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x
As of November 4, 2022, there were 116,663,640 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

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Science 37 Holdings, Inc.
Form 10-Q
For the Quarter Ended September 30, 2022

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Page

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. They may appear in a number of places throughout this Quarterly Report on Form 10-Q, including Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding our future results of operations and financial position, business strategy, expectation as to the timing and amount of cost savings related to the planned cost reduction program, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results.
The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may impact such forward-looking statements include:
•our ability to respond to general economic and financial market conditions, including fluctuations in currency exchange rates, economic instability and inflationary conditions, changes in regulatory environment and/or competitive factors;
•our limited operating history;
•our ability to raise additional funding to strengthen our core business, expand into additional markets and extend the reach of our operating system;
•failure to realize anticipated cost savings;
•potential loss or non-renewal of Science 37’s contracts, any delay in our customers’ clinical trials or non-payment by its customers for services that we have performed;
•our ability to recognize the anticipated benefits of the Merger (defined below);
•our dependence on the clinical trial market;
•our reliance on third parties for important products, services and licenses to certain technology and intellectual property rights;
•the continuing impact of the COVID-19 pandemic;
•political, legal and compliance, operational, regulatory, economic and other risks associated with the international expansion of our operations;
•risks related to our technology, intellectual property and data privacy practices;
•our exposure to geopolitical risks and changes in applicable laws and regulations;
•litigation and regulatory enforcement risks; and
•volatility in the trading price of our common stock.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Furthermore, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the Company’s current expectations and beliefs and are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, that information may be limited or incomplete. Our forward-looking statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements
You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. The Company will not and does not undertake any
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obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as require by law.
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Part I - Financial Information
Item 1. Financial Statements
Science 37 Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
(In thousands, except share data)September 30,
2022		December 31,
2021
Assets
Current assets:
Cash and cash equivalents$130,239 $214,601 
Accounts receivable and unbilled services, net9,018 10,699 
Prepaid expenses and other current assets6,664 7,403 
Total current assets145,921 232,703 
Property and equipment, net1,074 1,393 
Operating lease right-of-use assets1,227 2,086 
Capitalized software, net41,049 24,290 
Other assets153 326 
Total assets$189,424 $260,798 
Liabilities, redeemable convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable$6,608 $12,819 
Accrued expenses and other liabilities11,877 17,073 
Deferred revenue4,603 5,130 
Total current liabilities23,088 35,022 
Non-current liabilities:
Deferred revenue4,170 2,478 
Operating lease liabilities873 1,322 
Other long-term liabilities1,390 1,477 
Long-term earn-out liability1,300 98,900 
Total liabilities30,821 139,199 
Commitments and Contingencies (Note 10)
Redeemable convertible preferred stock:
Redeemable convertible preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 issued and outstanding at September 30, 2022 and December 31, 2021, respectively
— — 
Stockholders’ equity:
Common stock, $0.0001 par value; 400,000,000 shares authorized, 116,574,031 and 114,991,026 issued and outstanding at September 30, 2022 and December 31, 2021, respectively
12 11 
Additional paid-in capital344,984 323,666 
Accumulated other comprehensive income152 — 
Accumulated deficit(186,545)(202,078)
Total stockholders’ equity158,603 121,599 
Total liabilities, redeemable convertible preferred stock and stockholders’ equity$189,424 $260,798 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Science 37 Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands, except per share data)2022202120222021
Revenue$16,249 $14,236 $54,210 $39,222 
Operating expenses:
Cost of revenue12,157 10,318 41,985 26,246 
Selling, general and administrative24,485 16,932 82,822 37,477 
Depreciation and amortization4,870 1,916 12,569 5,189 
Total operating expenses41,512 29,166 137,376 68,912 
Loss from operations(25,263)(14,930)(83,166)(29,690)
Other income (expense):
Interest income559 — 748 1 
Sublease income240 230 719 444 
Change in fair value of earn-out liability1,200 — 97,600 — 
Other income (expense), net(264)8 (369)12 
Total other income (expense), net1,735 238 98,698 457 
Income (loss) before income taxes(23,528)(14,692)15,532 (29,233)
Income tax expense (benefit)— — (1)— 
Net income (loss)$(23,528)$(14,692)$15,533 $(29,233)
Earnings (loss) per share:
Basic$(0.20)$(1.78)$0.13 $(4.22)
Diluted$(0.20)$(1.78)$0.12 $(4.22)
Weighted average common shares outstanding:
Basic116,412 8,238 115,935 6,925 
Diluted116,412 8,238 126,717 6,925 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Science 37 Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Three and Nine Months Ended September 30, 2022 and 2021
(unaudited)

Redeemable Convertible Preferred StockCommon Stock
Additional
Paid-In
Capital
Accumulated Other Comprehensive Income
Accumulated
Deficit
Total
Stockholders’ Equity
(In thousands)SharesAmountSharesAmount
Balance at December 31, 2021— $— 114,991 $11 $323,666 $— $(202,078)$121,599 
Stock-based compensation— — — — 7,557 — — 7,557 
Proceeds from option exercises— — 723 1 130 — — 131 
Net income— — — — — — 44,894 44,894 
Balance at March 31, 2022— $— 115,714 $12 $331,353 $— $(157,184)$174,181 
Stock-based compensation— — — — 7,103 — — 7,103 
Proceeds from option exercises— — 538 — 369 — — 369 
Net loss— — — — — — (5,833)(5,833)
Foreign currency translation— — — — — 27— 27 
Balance at June 30, 2022— $— 116,252 $12 $338,825 $27 $(163,017)$175,847 
Stock-based compensation— — — — 5,981 — — 5,981 
Proceeds from option exercises— — 322 — 178 — — 178 
Net loss— — — — — — (23,528)(23,528)
Foreign currency translation— — — — — 125 — 125 
Balance at September 30, 2022— $— 116,574 $12 $344,984 $152 $(186,545)$158,603 
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Redeemable Convertible Preferred StockCommon Stock
Additional
Paid-In
Capital
Accumulated Other Comprehensive Income
Accumulated
Deficit
Total
Stockholders’ Equity
(Deficit)
(In thousands)SharesAmountSharesAmount
Balances at December 31, 2020 (as previously reported)
41,587 $143,086 2,765 $1 $1,611 $— $(107,747)$(106,135)
Retroactive application of the recapitalization due to Merger1
33,908 — 2,255 — — — — — 
Balances at December 31, 2020, effect of Merger1
75,495 $143,086 5,020 $1 $1,611 $— $(107,747)$(106,135)
Stock-based compensation— — — — 225 — — 225 
Proceeds from option exercises— — 919 — 332 — — 332 
Net loss— — — — — — (6,826)(6,826)
Balances at March 31, 202175,495 $143,086 5,939 $1 $2,168 — $(114,573)$(112,404)
Stock-based compensation— — — — 690 — — 690 
Proceeds from option exercises— — 2,214 — 806 — — 806 
Net loss— — — — — — (7,715)(7,715)
Balances at June 30, 202175,495 $143,086 8,153 $1 $3,664 $— $(122,288)$(118,623)
Stock-based compensation— — — — 998 — — 998 
Proceeds from option exercises— — 189 — 107 — — 107 
Net loss— — — — — — (14,692)(14,692)
Balance at September 30, 202175,495 $143,086 8,342 $1 $4,769 $— $(136,980)$(132,210)
The accompanying notes are an integral part of these condensed consolidated financial statements.

________________________________
1 Historical shares and capital amounts have been retroactively adjusted for reverse recapitalization as described in Note 1 “Company Background and Basis of Presentation” to the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
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Science 37 Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30,
(In thousands)20222021
Cash flows from operating activities:
Net income (loss)$15,533 $(29,233)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization12,569 5,189 
Non-cash lease expense related to operating lease right-of-use assets859 1,153 
Stock-based compensation19,425 1,913 
Gain on change in fair value of earn-out liability(97,600)— 
Loss on foreign currency exchange rates282 — 
Provision for doubtful accounts147 143 
Changes in operating assets and liabilities:
Accounts receivable and unbilled services1,534 4,059 
Prepaid expenses and other current assets745 (2,862)
Other assets(72)(142)
Accounts payable(8,100)2,110 
Accrued expenses and other current liabilities(6,329)577 
Deferred revenue1,165 2,063 
Operating lease liabilities(449)(948)
Other, net(86)1,318 
Net cash used in operating activities(60,377)(14,660)
Cash flows from investing activities:
Payments related to capitalized software development costs(24,627)(11,339)
Purchases of property and equipment(162)(733)
Net cash used in investing activities(24,789)(12,072)
Cash flows from financing activities:
Proceeds from stock option exercises672 1,245 
Net cash provided by financing activities672 1,245 
Net decrease in cash and cash equivalents(84,494)(25,487)
Effect of foreign currency exchange rate changes on cash132 — 
Cash and cash equivalents, beginning of period214,601 33,483 
Cash and cash equivalents, end of period$130,239 $7,996 
Supplemental disclosures of non-cash activities
Balance in accounts payable, accrued expenses and other current liabilities, and capitalized stock-based compensation related to capitalized software and fixed asset additions$(3,482)$(2,364)
Right-of-use asset obtained in exchange for operating lease liabilities$— $(1,305)
Balance in prepaid expenses and other current assets related to stock option exercises$5 $— 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

1. Company Background and Basis of Presentation
Description of Business
Science 37 Holdings, Inc. and its subsidiaries (the “Company” or “Science 37”) is a leading provider of technology-based solutions that enable agile clinical trials and decentralized approaches on behalf of biopharmaceutical sponsors. The Company pioneered agile and decentralization methods and developed the industry’s first Agile Clinical Trial Operating System™ (“OS”) combining its unified technology platform, which orchestrates workflows, generates evidence and harmonizes data seamlessly, with its expansive centralized networks of patient communities, telemedicine investigators, mobile nursing, community providers, remote coordinators and data and devices. By making clinical research more accessible to patients and providers, the OS helps clinical research sponsors achieve faster patient enrollment, enable better patient retention and increase accessibility to representative patient populations. These improvements help accelerate the development of potentially life-saving treatments through faster study timelines and a more representative and diverse patient population. The Company operates under one reporting segment.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP.
Reclassification
Certain previously reported amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, (2) allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived assets, (5) stock-based compensation, and (6) fair value measurements, including the fair value of the contingent liability related to the Earn-Out Shares as further discussed in Note 2 “Business Combination”.
Emerging Growth Company and Smaller Reporting Company Status
As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed in the section below to reflect this election.
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

The Company is also a smaller reporting company as defined in Item 10(f) of Regulation S-K. Smaller reporting companies may take advantage of scaled disclosure requirements, including, among other things, providing audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years. To the extent the Company takes advantage of such scaled disclosure requirements, it may make the comparison of its financial statements with other public companies difficult or impossible.
Accounting Pronouncements Recently Adopted
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which eliminates certain exceptions to the guidance in Income Taxes (Topic 740) related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Accounting Pronouncements Issued but Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company does not expect the adoption of the guidance to have a material effect on the Company’s consolidated financial statements. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration. The Company plans to adopt the provisions of ASU 2016-13 effective January 1, 2023.
2. Business Combination
On October 6, 2021, the Company consummated a merger (the “Merger”) with LifeSci Acquisition II Corp (“LSAQ”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 6, 2021. Pursuant to the Merger Agreement, the Company merged with LSAQ, with the Company treated as the accounting acquirer, LSAQ treated as the accounting acquiree and the Merger Transaction reflected as a reverse recapitalization. Under this method of accounting, the consolidated financial statements of Science 37, Inc. (“Legacy Science 37”) are the historical financial statements of the Company. The net assets of LSAQ were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with GAAP, and were consolidated with Legacy Science 37’s financial statements on the closing date of the Merger Transaction. The shares and net loss per share available to holders of Legacy Science 37’s common and preferred stock prior to the Merger Transaction have been retroactively adjusted as shares reflecting the exchange ratio of approximately 1.815 established in the Merger Agreement.
An aggregate of 30,858,261 shares of the Company’s common stock was issued to LSAQ public shareholders, the LSAQ Sponsor, and private placement (“PIPE”) investors as part of the transaction. As a result of the Merger Transaction, Legacy Science 37 shareholders received aggregate consideration of $233.5 million in 2021, including the PIPE financing, net of LSAQ shareholder redemptions and transaction costs.
In addition, former holders of shares of Legacy Science 37 preferred and common stock and former holders of options to purchase shares of Legacy Science 37 common stock are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of the Company’s Common Stock (the “Earn-Out Shares”) if certain triggering events are met within 3 years from the date of the Merger. For more information on the Merger transaction, please refer to Note 1 “Company Background and Basis of Presentation” and Note 3 “Business Combination” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

3. Revenue from Contracts with Customers
Unsatisfied Performance Obligations
As of September 30, 2022, the aggregate amount of transaction price allocated to the unsatisfied performance obligations was $171.2 million. The Company expects to recognize this revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one month to 8.8 years. The amount of unsatisfied performance obligations is lower than the potential contractual revenue since it excludes revenue that is constrained. Revenue amounts excluded due to constraints include those amounts under contracts that (i) are wholly unperformed in which the customer has a unilateral right to cancel the arrangement, or (ii) require the Company to undertake numerous activities to fulfill the performance obligations, including various activities that are outside of the Company’s control.
Timing of Billing and Performance
During the three and nine months ended September 30, 2022, the Company recognized approximately $0.5 million and $4.6 million of revenue, respectively, that was included in the deferred revenue balance at the beginning of the periods. During the three and nine months ended September 30, 2022, revenue recognized from performance obligations partially satisfied in previous periods was $1.4 million and $3.5 million, respectively. These cumulative catch-up adjustments primarily related to contract modifications executed in the current period, which resulted in changes to the transaction price and changes in estimates such as estimated total costs.
Accounts Receivable, Unbilled Services, and Deferred Revenue
Accounts receivable and unbilled services (including contract assets) consisted of the following:
(In thousands)September 30, 2022December 31, 2021
Accounts receivable$7,162 $8,143 
Unbilled services2,272 2,825 
Total accounts receivable and unbilled services9,434 10,968 
Allowance for doubtful accounts(416)(269)
Total accounts receivable and unbilled services, net$9,018 $10,699 
As of September 30, 2022 and December 31, 2021, contract assets of $2.3 million and $2.8 million, respectively, were included in unbilled services.
Deferred revenue as of September 30, 2022 and December 31, 2021 was $8.8 million and $7.6 million, respectively. Changes in the Company’s accounts receivable, unbilled services and deferred revenue balances were impacted by timing differences between the Company’s satisfaction of performance obligations under its contracts, achievement of billing milestones, and customer payments.
Revenue by Geography
Substantially all of the Company’s revenue for the three and nine months ending September 30, 2022 and 2021 was derived from services performed within the United States. No other country represented more than 10% of total revenue for either period.
Concentration of Credit Risk
Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable and unbilled services. Based on the short-term nature and historical realization of the financial assets, as well as the reputable credit ratings of the financial institutions holding the deposits, the Company believes it bears minimal credit risk.
For the three months ended September 30, 2022 and 2021, two and four customers individually (totaling 24.4% and 58.7% of revenues, respectively) accounted for greater than 10% of revenue. For the nine months ended September 30,
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

2022 and 2021, two and three customers individually (totaling 26.9% and 57.7% of revenues, respectively) accounted for greater than 10% of revenue, respectively.
As of September 30, 2022 and December 31, 2021, two and three customers individually (totaling 45.4% and 78.4% of accounts receivable, net, respectively) accounted for greater than 10% of accounts receivable, net, respectively.
4. Capitalized Software, net
For the nine months ended September 30, 2022 and 2021, the Company capitalized $28.8 million and $13.5 million, respectively, of internal use software and recognized amortization expense of $12.1 million and $4.9 million, respectively.
Estimated amortization expense for the years ending December 31, 2022 through December 31, 2025 is as follows:
(In thousands)Amortization Expense
Year:
2022 (excluding the nine months ended September 30, 2022)
$4,785 
2023
18,523 
2024
14,483 
2025
3,258 
The following represents capitalized software balances as of September 30, 2022 and December 31, 2021:
September 30, 2022December 31, 2021
(In thousands)
Gross
Amount
Accumulated
Amortization
Net
Amount
Gross
Amount
Accumulated
Amortization
Net
Amount
Capitalized software$71,037 $(29,988)$41,049 $42,192 $(17,902)$24,290 
5. Leases
The following table presents lease liability maturities and balance sheet classification as of September 30, 2022:
(in thousands)
Years Ending December 31,Operating Leases
2022 (excluding the nine months ended September 30, 2022)
$189 
2023674 
2024599 
2025138 
202611 
2027 and thereafter
— 
Total future minimum lease payments1,611 
Less imputed interest(124)
Total lease liability$1,487 
Balance Sheet classification of lease liabilities reported as of September 30, 2022:
Current liabilities: Accrued expenses and other liabilities$614 
Non-current liabilities: Operating lease liabilities873 
Total$1,487 
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

6. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following:
(In thousands)September 30, 2022December 31, 2021
Compensation, including bonuses, fringe benefits, and payroll taxes$7,295 $11,611 
Professional fees, investigator fees, and pass-through expenses2,379 3,174 
Commissions payable1,418 1,168 
Current portion of operating lease liabilities614 1,120 
Other171 — 
Total accrued expenses and other liabilities$11,877 $17,073 
7. Fair Value Measurements
Financial instruments, including cash and cash equivalents, are recorded at cost, which approximates fair value. Former holders of shares of Legacy Science 37 common stock were allocated Earn-Out Shares in connection with the completion of the Merger. These Earn-Out Shares are accounted for as a liability and require fair value measurement on a recurring basis. Due to the significant unobservable inputs that are required to value these shares, they are classified as Level 3 in the fair value hierarchy. Please refer to Note 11 “Earn-Out Shares” for additional details surrounding the valuation methodology for the Earn-Out Shares.
None of the Company’s non-financial assets or liabilities are subject to fair value measurement on a non-recurring basis. There were no transfers between fair value measurement levels during the nine months ended September 30, 2022.
The following table summarizes the fair values of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of September 30, 2022:
(In thousands)Level 1Level 2Level 3Total
Assets:
Money market funds$125,382 $— $— $125,382 
Total$125,382 $— $— $125,382 
Liabilities:
Earn-out liability related to shareholders$— $— $1,300 $1,300 
Total$— $— $1,300 $1,300 
The following table summarizes the fair values of the Company’s assets and liabilities that are measured and reported at fair value on a recurring basis as of December 31, 2021:
(In thousands)Level 1Level 2Level 3Total
Assets:
Money market funds$19,033 $— $— $19,033 
Total$19,033 $— $— $19,033 
Liabilities:
Earn-out liability related to shareholders$— $— $98,900 $98,900 
Total$— $— $98,900 $98,900 
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

8. Earnings (Loss) Per Share
The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination” ):
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands, except per share amounts)2022202120222021
Numerator:
Net income (loss)$(23,528)$(14,692)$15,533 $(29,233)
Denominator:
Basic weighted average common shares outstanding
116,412 8,238 115,935 6,925 
Effect of dilutive securities:
Stock options— — 9,829 — 
Restricted stock units— — 937 — 
ESPP— — 16 — 
Diluted weighted average common shares outstanding116,412 8,238 126,717 6,925 
Earnings (loss) per share:
Basic$(0.20)$(1.78)$0.13 $(4.22)
Diluted$(0.20)$(1.78)$0.12 $(4.22)
In connection with the closing of the Merger, the Company adopted an Employee Stock Purchase Plan (the “ESPP”). Please refer to Note 12 “Share-Based Compensation” for information regarding the ESPP as well as the ESPP offering period that began on September 1, 2022.
Potential common shares that are considered anti-dilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock-based awards issued under stock-based compensation programs, preferred stock and warrants may be determined to be anti-dilutive based on the application of the treasury stock method. Potential common shares are also considered anti-dilutive in periods when the Company incurs a net loss. Earn-Out Shares are contingent upon the price of the Company’s common stock over a specified period of time and the target stock prices have not been achieved as of the end of the reporting period.
The number of potential shares outstanding that were anti-dilutive and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were as follows (as adjusted for the Merger Exchange Ratio as described in Note 2 “Business Combination”):
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2022202120222021
Redeemable convertible preferred stock— 75,495 — 75,495 
Stock options26,279 15,809 16,095 15,373 
Restricted stock units5,307 — — — 
ESPP81 — — — 
Warrants— 12 — 12 
Earn-Out Shares12,500 — 12,500 — 
Total anti-dilutive shares44,167 91,316 28,595 90,880 
9. Related-Party Transactions
For the three and nine months ended September 30, 2022, the Company had revenue of $1.1 million and $5.4 million, respectively, from Pharmaceutical Product Development, LLC (“PPD”), a wholly-owned subsidiary of Thermo Fisher Scientific, Inc. and a shareholder who beneficially owns 5% or more of the Company’s common stock. For the three and nine months ended September 30, 2021, the Company had revenue of $2.8 million and $10.8 million, respectively, from
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

PPD. In addition, as of September 30, 2022 and December 31, 2021, the Company had receivables of $0.6 million and $2.0 million, respectively, from PPD.
For the three and nine months ended months ended September 30, 2021, the Company had revenue of $0.3 million and $0.6 million, respectively, from Novartis Pharma AG, who had a 50% ownership in dRX Capital AG, a shareholder who, until July 2021, had a minority interest in the Company and a seat on the Company’s Board of Directors. In July 2021, dRX Capital AG was dissolved and their interest in the Company was distributed to their owners. This dissolution and distribution did not cause any other shareholder of the Company to obtain a minority interest in the Company.
For the three and nine months ended September 30, 2021, the Company had revenue of $0 and $0.4 million from AlloVir a company in which Redmile Group, LLC has a minority interest. Entities affiliated with Redmile Group, LLC collectively own 5% or more of the Company’s common stock. The Company did not have revenue from AlloVir during the nine months ended September 30, 2022.
10. Commitments and Contingencies
Legal Proceedings
The Company is subject to proceedings incidental to its business. The Company records accruals for claims, suits, investigations, and proceedings when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these contingencies regularly and records or adjusts accruals related to such matters to reflect the impact and status of any settlements, rulings, advice of counsel or other information pertinent to a particular matter. Gain contingencies are not recognized. Legal costs associated with contingencies are expensed as incurred. Since these matters are inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events.
As of September 30, 2022, the Company had no material contingent losses recorded.
Please refer to Note 5 “Leases” for information regarding lease commitments and Note 11 “Earn-Out Shares” for information regarding the contingent obligation related to the Earn-Out Shares.
11. Earn-Out Shares
In accordance with the Merger Agreement, former holders of shares of Legacy Science 37 common stock (including shares received as a result of the conversion of Legacy Science 37 preferred stock) and former holders of options to purchase shares of Legacy Science 37 are entitled to receive their respective pro rata shares of up to 12,500,000 Earn-Out Shares if, during the three years following the consummation of the Merger, the volume weighted average price of Science 37’s Common Stock for a period of at least 20 days out of 30 consecutive trading days:
i.is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made (“Trigger 1”); and
ii.is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made (“Trigger 2”).
As of December 31, 2021, the stockholders and option holders were estimated to receive approximately 10,914,421 and 1,585,579 Earn-Out Shares, respectively, based on the fully diluted capitalization table of Legacy Science 37. The fair value of the Earn-Out Shares was approximately $10.35 (Trigger 1) and approximately $8.20 (Trigger 2) per share as of December 31, 2021.
As of September 30, 2022, the stockholders and option holders are estimated to receive approximately 11,098,317 and 1,401,683 Earn-Out Shares, respectively. The fair value of the Earn-Out Shares was approximately $0.16 (Trigger 1) and approximately $0.09 (Trigger 2) per share as of September 30, 2022.
The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earn-out Period using the most reliable information available. This valuation method falls into Level 3 fair value hierarchy for inputs used in measuring fair value and is based on inputs that are unobservable and significant to the overall fair value measurement. Unobservable inputs are inputs that
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

reflect the Company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. To the extent that the valuation is based on models or inputs that are unobservable in the market, the determination of fair value requires management to exercise a high degree of judgment. Change in significant unobservable inputs could result in a higher or lower fair value measurement of the liability associated with of the Earn-Out shares. Assumptions used in the valuation were as follows:
September 30, 2022December 31, 2021
Stock price$1.61 $12.47 
Expected volatility80.0 %55.0 %
Risk-free interest rate4.22 %0.91 %
Forecast period (in years)2.0 2.8 
Former Science 37 Shareholders
The Company has determined that the contingent obligation to issue Earn-Out Shares to former Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to the common stock of the Company and, as such, liability classification is required. For the nine months ended September 30, 2022, there was a decrease in the fair value of the earn-out liability of $97.6 million, which was recorded as a gain in “Change in fair value of earn-out liability” within the condensed consolidated statements of operations. In accordance with the Merger Agreement, Earn-Out Shares attributable to former Science 37 option holders who discontinue providing service before the occurrence of the Triggering Event are reallocated to the remaining eligible former stockholders and former option holders.
The earn-out liability is recorded on the balance sheet as a non-current liability because potential payment of the liability will be settled in the Company’s common shares. The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the nine months ended September 30, 2022:

(In thousands)Earn-Out Liability
Balance at December 31, 2021
$98,900 
Change in fair value related to option holder forfeitures181 
Change in fair value related to share valuation inputs(97,781)
Total change in fair value recognized in earnings$(97,600)
Balance at September 30, 2022
$1,300 
Former Science 37 Option Holders
The contingent obligation to issue Earn-Out Shares to former Science 37 option holders falls within the scope of ASC 718, Compensation - Stock Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event(s). For the three and nine months ended September 30, 2022, the Company recorded approximately $1.5 million and $5.3 million, respectively, in stock-based compensation expense related to the Earn-Out Shares. Approximately $1.4 million of unrecognized compensation expense was remaining at September 30, 2022, which is expected to be recognized over the remaining derived service period of 0.1 years (Trigger 1) and 0.4 years (Trigger 2).
12. Stock-Based Compensation
The Company has one equity-based compensation plan, the Science 37 Holdings, Inc. 2021 Incentive Award Plan (the “2021 Plan”) from which stock-based compensation awards can be granted to employees, consultants, and non-executive directors. Prior to the consummation of the Merger in the fourth quarter of 2021, the Company granted stock options to employees under the Science 37, Inc. 2015 Stock Option Plan (the “2015 Plan”). No further awards have been or will be made under the 2015 Plan following the effectiveness of the 2021 Plan. The 2021 Plan allows for the grant of awards in the
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

form of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) dividend equivalents; and (vii) other stock and cash based awards.
In May 2022, the Company began granting RSUs to certain officers and employees, and to the Board of Directors. The RSUs are contingent upon continued service and vest over time in annual or bi-annual installments over the vesting period, which is typically 1 to 3 years. The fair value of the RSUs is based on the Company’s closing stock price on the grant date. The fair value of the RSUs is amortized straight-line over the vesting period.
In connection with the closing of the Merger, the Company adopted an Employee Stock Purchase Plan (the “ESPP”). The ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or end of the six-month offering periods. Employees may not purchase more than 5,000 shares annually under the plan.
The first six-month ESPP offering period began on September 1, 2022. The fair value of the shares under the ESPP is calculated on the first day of the offering period (the grant date) using the Black-Scholes valuation model and is amortized straight-line over the six-month offering period. For additional information on the ESPP, refer to the section labeled “Equity Incentive Plans” in the Company’s prospectus, dated January 25, 2022, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b)(3) of the Securities Act on February 10, 2022.
The following table summarizes stock option awards outstanding as of September 30, 2022, as well as activity during the nine months then ended:
(In thousands, except per share amounts)Number of
Options		Weighted Average
Exercise Price
Outstanding at December 31, 202125,425 $5.30 
Granted4,323 10.55 
Exercised(1,583)0.57 
Forfeited(2,162)8.02 
Outstanding at September 30, 202226,003 $6.26 
The following table summarizes RSU awards outstanding as of September 30, 2022, as well as activity during the nine months then ended:
(In thousands, except per share amounts)Number of
RSUs		Weighted Average
Grant Date Fair Value		Aggregate Fair Value
Outstanding at December 31, 2021— $— 
Granted9,072 $2.19 
Vested— $— 
Forfeited(100)$3.29 
Outstanding at September 30, 20228,972 $2.18 $19,559 
As of September 30, 2022, the total unrecognized compensation expense related to outstanding stock options and RSU awards was $51.3 million and $17.4 million, respectively, which the Company expects to recognize over a weighted-average period of 2.66 and 2.76 years, respectively.
As of September 30, 2022, the total unrecognized compensation expense related to the ESPP was $0.1 million, which the Company expects to recognize over a period of 0.41 years.
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Science 37 Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 was as follows:
Statement of operations classificationThree Months Ended September 30,Nine Months Ended September 30,
(In thousands)2022202120222021
Cost of revenue (stock options, RSUs and ESPP)$505 $129 $1,481 $346 
Selling, general and administrative (stock options, RSUs and ESPP)3,710 869 12,669 1,567 
Selling, general and administrative (Earn-Out Shares)1,524 — 5,275 — 
Total stock-based compensation expense$5,739 $998 $19,425 $1,913 
Stock-based compensation expense recognized in the statements of operations may differ from the impact of stock-based compensation to additional paid in capital due to stock-based compensation capitalized as part of software development activities.
13. Income Taxes
The Company has incurred net operating losses since inception and is forecasting additional losses through December 31, 2022. No U.S. Federal or material state income taxes are expected for 2022 and foreign income taxes are expected to be immaterial; as such, the provision for income taxes recorded as of September 30, 2022 was immaterial. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of the Company’s net deferred tax assets. Accordingly, as of September 30, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since, as of that time, the Company could not assert that it was more likely than not that these deferred tax assets would be realized.
14. Subsequent Events
On November 10, 2022, the Company committed to and commenced a cost reduction program. This program included a reduction in force affecting 90 employees (representing approximately 16% of total employees prior to these actions). The Company’s Board of Directors approved the program on November 9, 2022 and the majority of the affected employees were informed of the reduction in force on November 10, 2022. The Company expects the majority of the reduction in force to be completed by the end of the fourth quarter of 2022. The Company expects that the cost reduction program will generate annual gross cash savings of approximately $21 million.
Total cash expenditures for the cost reduction program are estimated at $3.5 million to $3.8 million, substantially all of which are related to employee severance costs. The Company expects to recognize most of these pre-tax reduction in force charges in the fourth quarter of 2022. The Company’s estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the cost reduction program.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other documents filed by us from time to time with the Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Science 37, Inc. (“Legacy Science 37”) prior to the Merger and to Science 37 Holdings, Inc. following the closing of the Merger.
Overview of Our Business and Services
Science 37 is a leading provider of technology-based solutions that enable agile clinical trials and decentralized approaches on behalf of biopharmaceutical sponsors. The Company pioneered agile and decentralization methods and developed the industry’s first Agile Clinical Trial Operating System™ (“OS”) combining its unified technology platform, which orchestrates workflows, generates evidence and harmonizes data seamlessly, with its expansive centralized networks of patient communities, telemedicine investigators, mobile nursing, community providers, remote coordinators and data and devices. By making clinical research more accessible to patients and providers, we believe that the OS helps clinical research sponsors achieve faster patient enrollment, enable better patient retention and increase accessibility to representative patient populations. We believe that these improvements help accelerate the development of potentially life-saving treatments through faster study timelines and a more representative and diverse patient population. The Company operates under one reporting segment.
Key Factors Affecting Our Performance
We review certain key performance measures, as discussed below, to evaluate our business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to the Company’s investors because they are used to measure and model the performance of companies such as ours.
We derive our revenue primarily from contractual arrangements to enable and enhance clinical trials through technology and services as well as licensing our proprietary technology platform to a variety of life science institutions. Thus, the following factors have been important to our business and we expect them to impact our business, results of operations and financial condition in future periods:
Core business growth
Our sustained growth will require continued adoption and utilization of our products and service offerings by new and existing customers. Our revenue growth rate and long-term profitability are affected by our ability to expand our customer base through market penetration and drive broader adoption of our technology platform. Our financial performance will depend on our ability to attract, retain and sell additional solutions to our customers under favorable contractual terms.
Expansion into adjacent markets
Maintaining our growth will require additional expansion of our offerings across key verticals, including Contract Research Organization (“CRO”) partnerships, electronic clinical outcome assessment capabilities, real-world evidence, clinical care, and diversity in clinical research. Our financial performance will depend on our ability to continue to execute our expansion across these key verticals with favorable contractual terms.
Continued investment in growth
We plan to continue investing in our business, including our internally developed OS, so we can capitalize on our market opportunity and increase awareness of the value that can be realized with decentralized clinical trials. We also expect to continue to make focused investments in marketing to drive brand awareness, increase the number of opportunities and further penetrate the market. We also intend to make certain investments in our general and administrative functions as we scale to meet our reporting, compliance and other obligations as a public company.
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Although we expect these activities will negatively impact our results in the near term, we believe that these investments will contribute to our long-term growth and positively impact our business and results of operations.
Inflation
Our long-term contracts generally include inflation or cost of living adjustments for the portion of the services to be performed beyond one year from the contract date. In the event actual inflation rates are greater than our contractual inflation rates or cost of living adjustments, inflation could have a material adverse effect on our operations or financial condition.
Backlog and Net Bookings
Our backlog represents anticipated revenue for work not yet completed or performed (i) under signed contracts, letters of intent and, in some cases, bookings that are supported by other forms of written communication and (ii) where there is sufficient or reasonable certainty about the customer’s ability and intent to fund and commence the services within six months. Backlog and backlog conversion (defined as quarterly revenue for the period divided by opening backlog for that period) vary from period to period depending upon new authorizations, contract modifications, cancellations and the amount of revenue recognized under existing contracts.
We continually evaluate our backlog to determine if any previously awarded work is no longer expected to be performed. If we determine that previously awarded work is no longer probable of performance, we will remove the value from our backlog based on the risk of cancellation. We recognize revenue from these bookings as services are performed, provided the Company has received proper authorization from the customer. We exclude revenue that has been recognized and reported in the statement of operations from backlog.
Although an increase in backlog will generally result in an increase in future revenue to be recognized over time (depending on future contract modifications, contract cancellations and other adjustments), an increase in backlog at a particular point in time does not necessarily correspond to an increase in revenue during a particular period. The timing and extent to which backlog will result in revenue depends on many factors, including the timing of commencement of work, the rate at which services are performed, scope changes, cancellations, delays, receipt of regulatory approvals and the nature, duration, size, complexity, and phase of the studies. The Company’s contracts generally have terms ranging from several months to several years. In addition, delayed projects remain in backlog unless they are canceled. As a result of these and other factors, our backlog might not be a reliable indicator of future revenue and we might not realize all or any part of the revenue from the authorizations in backlog as of any point in time.
Net bookings represent new business awards, net of contract modifications, contract cancellations, and other adjustments. Net bookings represent the minimum contractual value for the initial planned duration of a contract as of the contract execution date. The minimum fixed fees, upfront implementation fees and technology and support fees are included in net bookings. Estimates of variable revenue for utilization in excess of the contracted amounts are not included in the value of net bookings. Net bookings vary from period to period depending on numerous factors, including customer authorization volume, sales performance and the overall outlook of the life sciences industry, among others.
Our backlog as of September 30, 2022 and 2021 was as follows:
(In thousands)20222021Change
Backlog$170,357 $141,059 $29,298 20.8 %
Our net bookings for the three months ended September 30, 2022 and 2021 were as follows:
Three Months Ended September 30,
(In thousands)20222021Change
Net bookings$4,708 $35,864 (31,156)(86.9)%

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Components of Results of Operations
Revenue
The Company derives its revenue primarily from two sources: (i) contractual arrangements to enable and enhance clinical trials through technology and services, and (ii) licensing of its proprietary technology platform to a variety of life science institutions.
Total revenue are comprised of revenue from the provision of the Company’s decentralized services, including enhanced services from the use of the Company’s hosted proprietary software. Revenue also include reimbursable and out of pocket expenses provided for in the Company’s contracts with its customers.
See “Critical Accounting Policies and Estimates — Revenue Recognition,” below for a discussion of our revenue recognition policy.
Cost of Revenue
Cost of revenue include the direct costs to conduct the Company’s trials remotely and make available the Company’s technology solutions. Cost of revenue consist primarily of compensation, benefits, and other employee-related costs, including expenses for stock-based compensation, contract labor, trial advertising and marketing, investigator payments, and reimbursable out-of-pocket expenses directly related to delivering on the Company’s contracts. Cost of revenue is driven primarily by the number of clinical trials in which the Company is contracted, and it typically increases or decreases with changes in revenue but may fluctuate from period to period as a percentage of revenue due to project labor utilization and experience level mix of personnel assigned to projects, the type of services, changes to the timing of work performed and project inefficiencies, among other factors. Our business and operational models are designed to be highly scalable and leverage variable costs to support revenue-generating activities.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include costs related to sales, marketing, and administrative functions (including human resources, legal, finance, information technology and general management) such as compensation expense and benefits, including stock-based compensation, travel, professional services, facilities, recruiting and relocation, training, sales commissions.
Depreciation and Amortization
Depreciation and amortization represent the costs charged for the Company’s property, equipment and capitalized software development. We anticipate continued increase in investment in our technology platform to expand its capabilities and facilitate our customers realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our depreciation and amortization expense in the future.
Other Income (Expense), net
Other income (expense), net, consists of interest income, sublease income, and change in the fair value of the earn-out liability.
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Results of Operations
Comparison of the three and nine months ended September 30, 2022 and 2021
The following table sets forth our unaudited condensed consolidated statements of operations data for the three and nine months ended September 30, 2022 and 2021:
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2022202120222021
Revenue$16,249 $14,236 $54,210 $39,222 
Cost of revenue and operating expenses:
Cost of revenue12,157 10,318 41,985 26,246 
Selling, general and administrative24,485 16,932 82,822 37,477 
Depreciation and amortization4,870 1,916 12,569 5,189 
Total operating expenses41,512 29,166 137,376 68,912 
Loss from operations(25,263)(14,930)(83,166)(29,690)
Total other income (expense), net1,735 238 98,698 457 
Income (loss) before income taxes(23,528)(14,692)15,532 (29,233)
Income tax expense (benefit)— — (1)— 
Net income (loss)$(23,528)$(14,692)$15,533 $(29,233)
Revenue
Revenue for the three and nine months ended September 30, 2022 and 2021 was as follows:
Three Months Ended September 30,
(In thousands)20222021Change
Revenue$16,249 $14,236 $2,013 14.1 %
Nine Months Ended September 30,
(In thousands)20222021Change
Revenue$54,210 $39,222 $14,988 38.2 %
For the three months ended September 30, 2022, our revenue increased by $2.0 million, or 14.1%, to $16.2 million, as compared to $14.2 million for the same period in 2021. For the nine months ended September 30, 2022, our revenue increased by $15.0 million, or 38.2%, to $54.2 million, as compared to $39.2 million for the same period in 2021. These increases were primarily driven by volume growth seen in higher opening backlog at the beginning of the period as compared to the prior year, as well as from new bookings and associated revenue driven by continued growth in demand for our core offerings, decentralized clinical trial and clinical trial support solutions.
Cost of Revenue
Cost of revenue for the three and nine months ended September 30, 2022 and 2021 was as follows:
Three Months Ended September 30,
(In thousands)20222021Change
Cost of revenue$12,157 $10,318 $1,839 17.8 %
% of revenue74.8 %72.5 %
Nine Months Ended September 30,
(In thousands)20222021Change
Cost of revenue$41,985 $26,246 $15,739 60.0 %
% of revenue77.4 %66.9 %
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For the three months ended September 30, 2022, cost of revenue increased by $1.8 million, or 17.8%, to $12.2 million, as compared to $10.3 million for the same period in 2021. For the nine months ended September 30, 2022, cost of revenue increased by $15.7 million, or 60.0%, to $42.0 million, as compared to $26.2 million for the same period in 2021. These increases were primarily a result of revenue growth during the three and nine months ended September 30, 2022. To support this growth, we incurred cost increases, primarily in compensation-related expenses to support growth in key verticals and market expansion and hosting fees for our proprietary operating system.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three and nine months ended September 30, 2022 and 2021 were as follows:
Three Months Ended September 30,
(In thousands)20222021Change
Selling, general and administrative$24,485 $16,932 $7,553 44.6 %
% of revenue150.7 %118.9 %
Nine Months Ended September 30,
(In thousands)20222021Change
Selling, general and administrative$82,822 $37,477 $45,345 121.0 %
% of revenue152.8 %95.6 %
Selling, general and administrative expense increased by $7.6 million, or 44.6%, to $24.5 million for the three months ended September 30, 2022 as compared to $16.9 million for the same period in 2021. Selling, general and administrative expense increased by $45.3 million, or 121.0%, to $82.8 million for the nine months ended September 30, 2022 as compared to $37.5 million for the same period in 2021. These increases in both periods were mainly due to investments to support continuing company growth and expenses related to becoming a publicly traded company in conjunction with the Merger. This resulted in increased headcount leading to increases in salaries and benefits, and web services and software. Stock-based compensation expense also increased for the three and nine months ended September 30, 2022 due to (i) the stock option issuances during 2021 with a fair value impacted by an increase in the value of the Company’s stock during 2021 in anticipation of the Merger, (ii) additional stock option issuances to new and existing employees, and (iii) the issuance of Earn-Out Shares (defined below) to existing Legacy Science 37 option holders in conjunction with the Merger.
Depreciation and Amortization
Depreciation and amortization expense for the three and nine months ended September 30, 2022 and 2021 was as follows:
Three Months Ended September 30,
(In thousands)20222021Change
Depreciation and amortization$4,870 $1,916 $2,954 154.2 %
% of revenue30.0 %13.5 %
Nine Months Ended September 30,
(In thousands)20222021Change
Depreciation and amortization$12,569 $5,189 $7,380 142.2 %
% of revenue23.2 %13.2 %
Depreciation and amortization expense increased by $3.0 million, or 154.2%, to $4.9 million for the three months ended September 30, 2022 as compared to $1.9 million for the same period in 2021. Depreciation and amortization expense increased by $7.4 million, or 142.2%, to $12.6 million for the nine months ended September 30, 2022 as compared to $5.2 million for the same period in 2021. This increase in depreciation and amortization expense during both periods is attributable to amortization of the Company’s internally developed software year over year, consistent with our focus on continuous development of new features and functionality within our proprietary operating system.
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Other Income (Expense)
The components of other income (expense), net were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2022202120222021
Interest income$559 $— $748 $1 
Sublease income240 230 719 444 
Change in fair value of earn-out liability1,200 — 97,600 — 
Other income (expense), net(264)8 (369)12 
Total other income (expense), net$1,735 $238 $98,698 $457 
Other income (expense) for the three and nine months ended September 30, 2022 was income of $1.7 million and $98.7 million, respectively, as compared to income of $0.2 million and $0.5 million for the three and nine months ended September 30, 2021, respectively. This increase was primarily due to the recognition of $1.2 million and $97.6 million gain on change in fair value of the earn-out liability for the three and nine months ended September 30, 2022, respectively. In addition, interest income increased for the three and nine months ended September 30, 2022 due to interest rate increases during the year, partly offset by foreign exchange losses.
Liquidity and Capital Resources
Key measures of our liquidity were as follows:
(In thousands)September 30, 2022December 31, 2021
Balance sheet data:
Cash and cash equivalents$130,239 $214,601 
Working capital122,833 197,681 
As of September 30, 2022, the Company had cash and cash equivalents of $130.2 million. For the nine months ended September 30, 2022, the Company recorded net income (loss) of $15.5 million (which included a non-cash gain of $97.6 million on revaluation of the earn-out liability), and used $60.4 million and $24.8 million of net cash in operating and investing activities, respectively, while financing activities provided $0.7 million of net cash. Cash outflows from operating activities are attributable primarily to losses from operations incurred in the nine months ended September 30, 2022 and 2021. The Company has limited operating history and is in an early stage of growth, incurring significant costs in developing and commercializing its products and related services, while generating limited revenue from sales of its products and related services that are insufficient to cover operating costs. In addition, loss from operations for the nine months ended September 30, 2022 includes administrative, compliance and other costs related to becoming a publicly traded company as a result of the Merger.
From inception through the consummation of the Merger, the Company had primarily been financed with net proceeds from the issuance of multiple series of redeemable preferred stock in the private market. In conjunction with the Merger, which was consummated on October 6, 2021, the Company received $200.0 million from the private placement of an aggregate of 20,000,000 newly-issued shares of common stock from leading institutional and strategic investors (the “PIPE financing”) to further fund the Company’s decentralized OS and extend into adjacent markets. As a result of the Merger and inclusive of the PIPE financing, the Company received $233.5 million, net of fees and expenses paid in connection with the closing of the Merger.
As of September 30, 2022, the Company’s principal source of liquidity was cash and cash equivalents provided from the Merger and the PIPE financing. The Company believes that the current cash balances will be adequate to support its working capital needs, capital expenditures and other currently anticipated liquidity requirements for at least the next twelve months.
Our future capital requirements will depend on many factors, including investments in growth and technology. To meet these future capital requirements, we may enter into arrangements to acquire or invest in complementary businesses, services, technologies and other assets, which may require us to seek additional equity or debt financing.
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Cash and Cash Equivalents
Our cash flows from operating, investing, and financing activities were as follows:
Nine Months Ended September 30,
(In thousands)20222021Change
Net cash used in operating activities$(60,377)$(14,660)$(45,717)
Net cash used in investing activities(24,789)(12,072)(12,717)
Net cash provided by financing activities672 1,245 (573)
Operating activities
Net cash used in operating activities for the nine months ended September 30, 2022 was $60.4 million, consisting primarily of net income of $15.5 million, offset by changes in working capital of $(11.6) million and net adjustments for non-cash items of $(64.3) million. Changes in working capital were primarily due to decreases in accounts payable and accrued expenses, partly offset by a decrease in net receivables due to strong cash collections during the three months ended September 30, 2022. In April 2022, U.S. exempt employees transitioned from a paid time off (“PTO”) to a flexible time off (“FTO”) policy with impacted employees receiving cash consideration of approximately $3.2 million for earned and accrued PTO which, as of March 31, 2022, had not been used under the previous policy. The Company paid the 2021 annual employee bonuses in March 2022 and the PTO to FTO transitional payments in May 2022. Net adjustments for non-cash items consisted primarily of a $97.6 million gain recorded from the change in fair value of the earn-out liability, partially offset by the stock-based compensation expense and depreciation and amortization.
Net cash used in operating activities for the nine months ended September 30, 2021 was $14.7 million, consisting primarily of a net loss of $29.2 million, partially offset by changes in working capital of $6.2 million and net adjustments for non-cash items of $8.4 million. Changes in working capital were primarily due to a decrease in accounts receivable due to strong collections, an increase in accounts payable and accrued expenses due to increased expenses in line with company growth and the timing of vendor payments, partially offset by payment of the 2020 employee bonuses in March 2021, an increase in commissions payable on higher net bookings, and an increase in up front cash received on contracts related to new business growth. These changes were partially offset by an increase in prepaid expenses and other current assets due to capitalized commissions on higher net bookings compared to the same period in the prior year and higher prepaid transaction related expenses related to the merger. Net adjustments for non-cash items primarily consisted of depreciation and amortization and stock-based compensation expense.
Investing activities
Net cash used in investing activities for the nine months ended September 30, 2022 was $24.8 million, consisting of $24.6 million in payments related to capitalized software development costs and $0.2 million in purchases of property and equipment.
Net cash used in investing activities for the nine months ended September 30, 2021 was $12.1 million, consisting of $11.3 million in payments related to capitalized software development costs and $0.7 million in purchases of property and equipment.
Increase in cash used in investing activities for the nine months ended September 30, 2022 compared to 2021 reflects the Company’s continued focus on the development of new features and functionality within our OS.
We expect to make expenditures for additions and enhancements to our proprietary technology platform and for purchases of property and equipment. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow.
Financing activities
Net cash provided by financing activities was $0.7 million and $1.2 million for each of the nine months ended September 30, 2022 and 2021, respectively, consisting of cash received from stock option exercises in each period.
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Contractual Obligations and Commitments
Except as set forth in Note 5 “Leases” and Note 11 “Earn-Out Shares” of the notes to our condensed consolidated financial statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 22, 2022.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
While our significant accounting policies are more fully described in Note 2 “Summary of Significant Accounting Policies” of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective, and complex judgments.
Revenue Recognition
The majority of our contracts are service contracts for clinical trial support that represent a single performance obligation. Science 37 provides a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. We recognize revenue over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other pass-through expenses related to clinical activities). This cost-based method of revenue recognition requires us to make estimates of costs to complete projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates as they are based on various assumptions to project future outcomes of events that often span several years. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days’ notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract.
Capitalized Software and the Recognition of Related Amortization to Expense
Science 37’s internal use proprietary software organizes workflows, captures real-time evidence, and harmonizes data during clinical trial support or enhancement. As such, we capitalize software development costs related to the development of our proprietary platform in accordance with ASC Topic 350-40, Internal Use Software. Capitalized software is recorded at cost less accumulated amortization. Costs incurred during the development stage are capitalized and consist of payroll labor and benefits, to the extent of time spent directly on the development of software, and external direct costs of materials and labor. Payroll and benefits are allocated based on the percentage of technical employees’ time spent directly on the software which involves some level of estimation. Vacation, holidays, sick time, extended leave, training, and administrative meetings are considered and excluded from the percent capitalized. Training and maintenance costs are expensed as incurred. Amortization commences once the respective assets are placed into service. The amortization of these capitalized software costs for internal use proprietary software is included in depreciation and amortization over an estimated life of three years. The determination of the useful life for capitalized software involves some level of judgment. Amortization expense can be affected by various factors, including new software releases, acquisitions or divestitures of software, and/or impairments.
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The Company reviews capitalized software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected undiscounted future cash flow from the use of the capitalized software and its eventual disposition is less than the carrying value, an impairment loss is recognized and measured using the fair value of the related asset. No impairments were recognized for the three and nine months ended September 30, 2022 or 2021.
Stock-Based Compensation
We recognize the cost of stock-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. We reverse previously recognized costs for unvested awards in the period that forfeitures occur. We determine the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions:
•Expected Term—We use the simplified method when calculating the expected term due to insufficient historical exercise data.
•Expected Volatility—Given the limited market trading history of our common stock, volatility is based on a benchmark of comparable companies within the traditional CRO and health technology industries.
•Expected Dividend Yield—We have not paid any cash dividends on common stock and do not anticipate doing so in the foreseeable future.
•Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
Prior to the Merger, due to the absence of an active market for Legacy Science 37’s common stock, the fair value of the common stock for purposes of determining the common stock price for stock option grants was determined by Legacy Science 37’s Board of Directors. Legacy Science 37’s Board of Directors set the exercise price of stock options at least equal to the fair value of its common stock on the date of grant. Legacy Science 37’s Board of Directors exercised judgment while considering numerous objective and subjective factors in order to determine the fair market value on each date of grant in accordance with the guidance in the American Institute of Certified Public Accountants Technical Practice Aid entitled, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the AICPA Practice Aid, including the receipt of a valuation prepared by an independent third party with extensive experience valuing common stock of privately held companies.
Earn-Out Shares
Former holders of shares of Legacy Science 37 common stock (including shares received as a result of the conversion of Legacy Science 37 preferred stock) and former holders of options to purchase shares of Legacy Science 37 are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of the Company’s common stock (the “Earn-Out Shares”) if, during the three years following the consummation of the Merger (the “Earn-Out Period”), the volume weighted average price of the Company’s common stock for a period of at least 20 days out of 30 consecutive trading days (each, a “Triggering Event”):
•is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made; and
•is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made.
In respect of former holders of Legacy Science 37 options, receipt of the Earn-Out Shares is subject to continued services to the Company or one of its subsidiaries at the time of the applicable Triggering Event. If there is a change of control of Science 37 during the Earn-Out Period that will result in the holders of common stock receiving a per share price equal to or in excess of any Triggering Event threshold, then immediately prior to such change of control, any Triggering Event that has not previously occurred shall be deemed to have occurred and Science 37 shall issue the Earn-Out Shares to the former holders of shares of Legacy Science 37 Common Stock and former holders of Legacy Science 37 options in accordance with their respective pro rata shares. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the Earn-Out Period using the most reliable information available.
The Company determined that the contingent obligation to issue Earn-Out Shares to existing Legacy Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40 and therefore equity treatment is precluded. The Triggering Event(s) that determine the issuance of the Earn-Out Shares include terms that are not solely indexed to our common stock, and as such liability classification is required. Equity-linked instruments classified as liabilities are
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recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss).
The Company determined that the contingent obligation to issue Earn-Out Shares to existing Legacy Science 37 option holders falls within the scope of ASC Topic 718, Compensation - Stock Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event(s). The fair value of the option holder Earn-Out Shares is recorded as stock-based compensation on a straight-line basis over the derived service period determined using the Monte Carlo simulation valuation model and recognized in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.
Emerging Growth Company Status
Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. The Company expects to remain an emerging growth company at least through the end of 2022 and expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 1 “Company Background and Basis of Presentation” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Under SEC rules and regulations, because we are considered to be a “smaller reporting company”, we are not required to provide the information required by this item.
Item 4. Controls and Procedures
Limitations on Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
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Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting, as identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, during the fiscal quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows.
Item 1A. Risk Factors
The Company’s risk factors are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These factors could materially, adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. There have been no material changes to the Company’s risk factors since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 22, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Equity Securities
None.

Purchases of Equity Securities
The Company did not repurchase shares of its common stock during the three months ended September 30, 2022.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
The following disclosure is included in this Quarterly Report on Form 10-Q in lieu of filing a Current Report on Form 8-K with respect to disclosure required under Item 2.05 thereof.
On November 10, 2022, the Company committed to and commenced a cost reduction program. This program included a reduction in force affecting 90 employees (representing approximately 16% of total employees prior to these actions). The Company’s Board of Directors approved the program on November 9, 2022 and the majority of the affected employees were informed of the reduction in force on November 10, 2022. The Company expects the majority of the reduction in force to be completed by the end of the fourth quarter of 2022. The Company expects that the cost reduction program generate annual gross cash savings of approximately $21 million.
Total cash expenditures for the cost reduction program are estimated at $3.5 million to $3.8 million, substantially all of which are related to employee severance costs. The Company expects to recognize most of these pre-tax reduction in force charges in the fourth quarter of 2022. The Company’s estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the cost reduction program.

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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Incorporated by Reference (Unless Otherwise Indicated)
Exhibit NumberDescription of ExhibitFormExhibitFiling Date
2.1#8-K2.1May 7, 2021
10.1+8-K10.1September 12, 2022
10.2+*
31.1*
31.2*
32.1**
32.2**
101.INSInline XBRL Instance Document.*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.SCHInline XBRL Taxonomy Extension Schema Document.*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.*
104Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101).*
________________________
*        Filed herewith.
**        Furnished herewith.
#    Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+     Indicates management contract or compensatory plan or arrangement.
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Signatures
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SCIENCE 37 HOLDINGS, INC.
Date:November 10, 2022/s/ David Coman
Name:David Coman
Title:Chief Executive Officer
(Principal Executive Officer)
Date:November 10, 2022/s/ Mike Zaranek
Name:Mike Zaranek
Title:Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



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1 CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE FOR EXECUTIVE LEVEL EMPLOYEES This Confidential Severance Agreement and General Release for Executive Level Employees (“Agreement”) is made by and between Steve Geffon (“Employee”) and Science 37, Inc., its subsidiaries, affiliates, successors, and assigns (“Company”) (collectively, the “Parties”): WHEREAS, Employee has been employed with Company as of December 9, 2019; Employee’s job title was Chief Commercial Officer; Employee was and is a resident of New Jersey; Employee has previously entered into an Employee Proprietary Information and Inventions Agreement (the “Confidentiality Agreement”) with Company, and Employee’s last day of employment is September 9th, 2022 (the “Separation Date”); WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that the Employee may have against the Company, including but not limited to, any and all claims arising or in any way related to Employee’s employment with or separation from the Company. NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows: 1. Payments and Consideration. (a) Employee will be paid, at Employee’s regular rate of pay, for all hours worked through the Separation Date, regardless of whether Employee signs this Agreement. Employee will be paid in accordance with normal payroll procedures, less all applicable deductions and withdrawals. Employee acknowledges that these amounts are all of the amounts owed to the Employee by the Company through the Separation Date. As of the Separation Date, Employee is not to hold Employee out as an employee, agent, or authorized representative of Company, or to negotiate or enter into any agreements on behalf of Company, or to otherwise attempt to bind Company. (b) In exchange for Employee’s execution of this Agreement, Company agrees to provide Employee two hundred thousand dollars ($200,000.00), equal to six (6) months of base salary less all applicable withholdings (the “Severance Pay”). In addition, in exchange for Employee’s agreement to provide consulting services to Company for a period of approximately twelve (12) months concluding on or around September 9th, 2023 (the “Consulting Period”) pursuant to the Consulting Agreement attached hereto as Exhibit A, the Company agrees to provide Employee two hundred thousand dollars ($200,000.00), equal to six (6) months of base salary, less all applicable withholding (the “Consulting Pay”). The Severance Pay shall be paid over a period of six (6) months, effective from the Separation Date, in accordance with Company’s standard payroll practices. The Consulting Pay will be paid in six (6) equal payments monthly on the last day of the month. Employee acknowledges and agrees that but for executing this Agreement and agreeing to the promises herein, including providing a general release, Employee is not otherwise entitled to the Severance Pay and/or Consulting Pay.

 
2 (c) Employee agrees to re-execute and not revoke this Agreement as to the provisions contained in Sections 6 and 7 covering the time period following the date the Employee executes this Agreement through the Separation Date. Employee further agrees to execute and not revoke the Supplemental Separation Agreement and Release of Claims (“Supplemental Release”), attached hereto as Exhibit B, on or after the conclusion of the Consulting Period. In exchange for Employee’s execution and non-revocation of the Supplemental Release, the Company will not claw back the Consulting Pay received by Employee during the Consulting Period. (d) Employee will be reimbursed for all ordinary and necessary, reasonable business- related expenses incurred by Employee in connection with Employee’s employment with Company through Employee’s Separation Date. Employee must submit all requests for reimbursement for such expenses no later than ten (10) days after the Effective Date of this Agreement, accompanied by proper documentation, to hr@Science37.com. (e) Company agrees to pay Employee an amount sufficient to reimburse Employee for the premiums required to continue employee’s group health coverage for a period of six (6) months under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Employee elects to continue and remains eligible for these benefits under COBRA, and does not obtain health coverage through another employer during this period, and provided further that Employee is in full compliance with Employee’s obligations under this Separation Agreement. The reimbursement payments shall be subject to all applicable withholdings and taxes, and shall be paid directly to Employee. Employee understands that Employee must elect COBRA benefits and make payments directly and that Company is not responsible for making any payments to anyone other than Employee related to Employee’s COBRA and/or health benefits. Employee understands that Employee will receive COBRA information separately after the Separation Date. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Employee on the first day of each month of the COBRA’s Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Employee may, but is not obliged to, use such Special Severance Payment toward the cost of COBRA premiums. (f) In the event that Employee successfully closes out certain Q3 initiatives as agreed between Employee and the CEO, David Coman, Company will provide Employee with an additional six (6) months of COBRA reimbursement (for a total of twelve (12) months) under Section 1(e). (g) By Employee’s signature below, Employee acknowledges and agrees that the terms set forth in this Agreement include compensation and benefits to which Employee is not otherwise entitled. Furthermore, Employee acknowledges that, except as expressly set forth above, after

 
3 Employee’s execution of this Agreement, Employee will not be entitled to any other or further compensation, remuneration, or benefits from the Company. 2. Tax Treatment. Employee understands and agrees that the Company is neither providing tax nor legal advice, nor is the Company making representations regarding tax obligations or consequences, if any, related to this Agreement. Employee further agrees that Employee will assume any such tax obligations or consequences that may arise from this Agreement, and that Employee shall not seek any indemnification from the Company in this regard. Employee agrees that, in the event that any taxing body determines that additional taxes are due from Employee, Employee acknowledges and assumes all responsibility for the payment of any such taxes and agrees to indemnify, defend, and hold the Company harmless from the payment of such taxes, and any failure to withhold. Employee further agrees to pay, on the Company’s behalf, any interest or penalties imposed as a consequence of such tax obligations, and to pay any judgments, penalties, taxes, costs, and attorneys’ fees incurred by the Company as a consequence of Employee’s failure to pay any taxes due. 3. Stock Options. In accordance with the terms of Company’s stock option grant, Company agrees that Employee will continue to provide Services to the Company during the Consulting Period, and any stock options will continue to vest during that time, subject to the terms of the Science 37 2015 and 2021 Stock Plans, respectively (the “Stock Plans”). Employee shall be treated the same as other US-based employees with respect to any modifications made by the administrator of such plans to grants currently issued and outstanding thereunder applicable to all such employees during the Consulting Period) and further subject to the terms of the Science 37 Executive Severance Policy, effective October 7, 2021, only as it applies to the treatment of Equity Awards within the Change of Control period as defined therein. In the event that Employee is no longer employed with Company, and is not providing services to the Company as a consultant, Employee’s stock options shall cease vesting as provided by the Stock Plans. 4. Confidential Information. Employee acknowledges that, as part of their employment, Employee had access to information of a nature not generally disclosed to the public, and Employee agrees to keep confidential and not disclose to anyone the Company’s business, proprietary, and trade secret information in Employee’s possession, or any personal, confidential, or otherwise proprietary information regarding the Company’s employees, customers, and clients, or the Company’s personnel practices and related matters. This obligation is understood to be in addition to, and not as any replacement for, any agreements Employee may have signed with the Company concerning confidentiality, trade secrets, non-disclosure, non-competition, non- solicitation, or assignment of inventions or other intellectual property developments, which agreements will remain in full force and effect. Employee agrees that Employee will not take, copy, use, or distribute in any form or manner documents or information that the Company deems proprietary, including without limitation research and development materials, information regarding customers, clients, business partners, or prospective customers, clients, or business partners, financial information, business and strategic plans, software programs and codes, access codes, and other similar materials or information. 5. Return of the Company Property. Employee agrees to return to the Company any and all the Company property in Employee’s possession, including without limitation any computer or other electronic devices; software programs; other the Company equipment, tools, records, or

 
4 technical materials; information related to the Company customers, clients and business contacts; marketing information; pricing information; cellular phones; personnel materials or files, handbooks, manuals, or policies; memoranda, notes, and drafts thereof; and any other documents or property (and any summaries or copies thereof), developed by Employee and/or obtained by Employee or on Employee’s behalf, directly or indirectly, pursuant to Employee’s employment with the Company. Employee may retain information necessary to perform the consulting services after notification to Company of same. 6. Release of Claims. (a) Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Company. THIS IS A GENERAL RELEASE OF ALL CLAIMS. As consideration for the Severance Pay, Employee, on Employee’s own behalf, and on behalf of Employee’s respective heirs, family members, executors, administrators, attorneys, representatives, and assigns, hereby fully and forever releases Company and its legal representatives, officers, directors, fiduciaries, employees, investors, shareholders, insurers, agents, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, both in their individual and corporate capacities (including its current and former parent companies, subsidiaries, and other affiliated companies as well as any of their current and former insurers, directors, officers, agents, shareholders, and employees), (collectively, the “Releasees”), of and from any and all claims and causes of action, demands, duties, obligations, agreements, promises, liabilities, damages, costs, and/or fees, whether known or unknown, suspected or unsuspected, arising out of or relating to Employee’s employment, including the termination of employment, including without limitation: (1) any and all claims relating to or arising from Employee’s employment relationship with Company and the termination of that relationship; (2) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of, shares of stock of Company, including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law; (3) any and all claims under the law of any jurisdiction, including without limitation, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent and intentional infliction of emotional distress; negligent and intentional misrepresentation; negligent and intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (4) any and all claims for violation of any federal, state, or municipal statute, including without limitation all employment laws, including without

 
5 limitation the Age Discrimination in Employment Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866; the Civil Rights Act of 1871; the Fair Labor Standards Act; the Americans with Disabilities Act; the Older Workers’ Benefits Protection Act; the Family Medical Leave Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974; the National Labor Relations Act; the Equal Employment Practices Act; the Retaliatory Employment Discrimination Act; the New Jersey Labor Code; the New Jersey Business and Professions Code; the New Jersey Civil Code; the New Jersey Constitution; and any other federal, state, and local laws against discrimination or applicable to employment that may be the subject of a release under applicable law; (5) any and all claims for violation of the federal, or any state, constitution; (6) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (7) any and all claims arising out of any personnel policies, contracts of employment, any other contracts, Severance Pay agreements, and covenants of good faith and fair dealing; (8) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; (9) any claim or damage arising out of Employee’s employment with or separation from Company under any common law theory or any federal, state, or local statute or ordinance, not specifically referred to above; (10) any and all claims for unpaid or withheld wages, severance, benefits, bonuses, commissions, and other compensation of any kind that Employee may have against the Releasees; and (11) any and all claims for attorneys’ fees and costs. (b) Employee understands and agrees that, to the fullest extent permitted by law, Employee is precluded from filing or pursuing any legal claim of any kind against any of the Releasees at any time in the future, in any federal, state, or municipal court, administrative agency, or other tribunal, arising out of any of the claims that Employee has waived by virtue of executing this Agreement. Employee agrees not to file or pursue any such legal claims and, if Employee does pursue such legal claims, Employee waives any right to receive monetary recovery. By Employee’s signature below, Employee represents that Employee has not filed any such legal claims against any of the Releasees in any federal, state, or municipal court, administrative agency, or other tribunal.

 
6 (c) Nothing in this Agreement shall be construed to waive any claims that cannot be waived as a matter of law. In addition, this Agreement does not prevent Employee from filing an administrative charge against any Releasee that may not be released as a matter of law. Nothing in this Agreement shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization. This release does not waive any rights or claims that may arise after the date that Employee executed this Agreement. (d) Nothing in this Agreement will affect the ability of Employee or Company to enforce rights or entitlements specifically provided for under this Agreement as set forth above, or any rights or claims that may arise after the date that Employee executed this Agreement. By Employee’s signature below, Employee represents that: (a) Employee is not aware of any unpaid wages, vacation, bonuses, expense reimbursements, or other amounts owed to Employee by Company; (b) however, to the extent Employee is aware of any claims for unpaid wages, severance, benefits, bonuses, commissions, and other compensation of any kind, there is a bona fide dispute between the Parties regarding the fact of and amount of such claims, and Employee further agrees to release such claims and acknowledges that Employee's release is not barred or void under Labor Code section 206.5; (c) Employee has not been denied any request for leave to which Employee believes Employee was legally entitled, and Employee was not otherwise deprived of any of Employee’s rights under the Family and Medical Leave Act or any similar state or local statute; and (d) Employee has not assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the claims released in the foregoing general release and waiver. Company’s obligations under this Agreement are contingent upon Employee’s compliance with all terms and conditions provided for herein. 7. Age Discrimination in Employment Act. Employee acknowledges, agrees, and understands that: (a) under the general release detailed above, Employee is waiving and releasing, among other claims, any rights and claims that may exist under the Age Discrimination in Employment Act (“ADEA”); (b) the waiver and release of claims set forth in the release above does not apply to any rights or claims that may arise under the ADEA after the date of execution of this Agreement; (c) the payments and other consideration that are being provided to Employee are of significant value and are in addition to what Employee otherwise would be entitled; (d) Employee is being advised in writing to consult with an attorney before signing this Agreement; (e) Employee is being given a period of twenty-one (21) days within which to review and consider this Agreement before signing it, though Employee may sign earlier, and if Employee fails to sign and return this Agreement within the twenty-one (21) day consideration period, the Company’s offer and this Agreement will expire on its own terms;

 
7 (f) Employee may revoke acceptance of this Agreement by providing written notice to the Company within seven (7) days following its execution, and any notice of revocation of this Agreement must be in writing and transmitted by hand or certified mail to Human Resources with a copy to Legal Department; and, (g) Because of Employee’s right to revoke this Agreement, this Agreement shall not become effective and enforceable until the eighth (8th) day after the return of an executed copy of this Agreement by Employee to the Company (the “Effective Date”), and Employee will not be entitled to any of the benefits set forth in this Agreement until after the Effective Date. 8. Non-Disparagement. (a) Employee understands and agrees that Employee’s entitlement to the compensation and benefits due under this Agreement is conditioned upon Employee’s continued support of the Company. Employee agrees to refrain from taking any action, and from making any statement (oral or written), that disparages or criticizes the Company, its affiliates, parent companies, subsidiaries, and related entities, or its officers, directors, or employees, or that harms the Company’s or any of the Company’s affiliates’, parent companies’, subsidiaries’, and related entities’, or the Company’s officers’, directors’, or employees’ respective reputations, or that disrupts or impairs the Company’s normal, ongoing business operations. Employee specifically agrees not to post false, misleading, or inaccurate information about the Company on job review sites or other anonymous platforms and/or any other social media platforms, including but not limited to Glassdoor, Twitter, Instagram, Medium, or any other social media site, and hereby represents and warrants that Employee has not violated this Paragraph as of the date of the execution of this Agreement. This provision applies to all of Employee’s interactions with third parties, including without limitation any conversations or correspondence that Employee might have with organizations, governmental entities, and persons with whom the Company engages in business, as well as with employees of the Company. Employee understands that this provision does not apply on occasions when Employee is subpoenaed or ordered by a court or other governmental authority to testify or give evidence and must respond truthfully. Employee further agrees not to otherwise interfere with the Company’s business operations, including, without limitation, the Company’s efforts to market and sell its products. (b) All inquiries by potential future employers as to Employee will be directed to hr@Science37.com. Upon inquiry, the Company shall only state the following information: Employee’s last position and dates of employment. 9. Confidentiality of Agreement. The Parties acknowledge that Employee’s agreement to keep the terms and conditions of this Agreement confidential is a material factor on which Employee and the Company relied in entering into this Agreement. Employee warrants that Employee has not disclosed the fact of this Agreement or any of the terms of this Agreement, or the negotiations leading thereto, to anyone other than Employee’s attorneys, accountants, or tax consultants, or Employee’s spouse. Employee represents and agrees that (i) Employee will keep the fact and amount of this settlement and the terms of this Agreement completely confidential, except and unless disclosure is required and compelled by lawful court order; (ii) if disclosure is compelled by court order, Employee will disclose only so much information as is necessary for

 
8 compliance; and (iii) confidentiality is the essence of this Agreement. Accordingly, Employee shall not publicize or disclose the fact of this Agreement, the Severance Pay amount, or the terms of this Agreement in any manner whatsoever, whether in writing or orally, to any person, directly or indirectly, or by or through any agent or representative, except as necessary to effectuate the terms of this Agreement, and other than to the following: (1) Employee’s attorneys; (2) Employee’s accountants and tax consultants; (3) other representatives or entities as required and compelled by law or lawful court order; and (4) Employee’s spouse. With respect to any individuals referred to above and to whom Employee knowingly discloses any information regarding this Agreement or its terms, Employee agrees that Employee will inform such individuals that the information is strictly confidential and may not be reviewed, discussed, or disclosed, orally or in writing, with any other person, organization, or entity whatsoever, at any time. Employee further represents that no disclosure inconsistent with this Paragraph and its subparts has been made by Employee prior to the date of Employee’s execution of this Agreement. (a) This Confidentiality Agreement specifically includes, without limitation, an obligation on the part of Employee and Employee’s respective attorneys and other representatives, not to knowingly disclose, or cause to be disclosed, the terms of this Agreement to any of the Company’s current or former employees or to any of the Company’s affiliates, or to any individual associated with the press or the media. Employee agrees that Employee shall be separately responsible and liable for Employee’s own disclosure prohibited by this Paragraph and its subparts, including disclosures made by Employee’s respective representatives. (b) It shall not be a breach of this Paragraph or its subparts for Employee or the Company to respond, if asked, that any dispute regarding Employee’s employment or termination of employment with the Company has been resolved. (c) If Employee breaches any of the promises contained in this Paragraph or its subparts, the Company shall be entitled to recover its reasonable attorneys’ fees and other costs in the event that the Company prevails in a proceeding to enforce any provision of this Paragraph or its subparts. 10. No Cooperation. Employee agrees Employee will not act in any manner that might damage the business of the Company. Employee agrees that Employee will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company or any officer, director, employee, agent, representative, shareholder, or attorney of the Company, unless under a subpoena or other court order to do so. Employee further agrees both to immediately notify the Company upon receipt of any court order, subpoena, or any legal discovery device that seeks or might require the disclosure or production of the existence or terms of this Agreement, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery device to the Company. 11. Injunctive Relief. Employee's breach of any obligation or covenant set forth in this Agreement may have a material and adverse effect upon the Company and could potentially cause the Company irreparable harm, and therefore damages arising from any breach may be difficult to ascertain. Consequently, in addition to all of the remedies otherwise available to the Company, including, but not limited to, the recovery of monetary damages and reasonable attorneys' fees

 
9 incurred in enforcing this Agreement, the Company shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement. All of the Company's remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. Employee agrees and consents that the Company shall be entitled to injunctive relief; both preliminary and permanent, without bond. If the Employee breaches any of the restrictive covenants set forth in this Agreement, then the restricted time period of each of the covenants shall be extended by an amount of time equal to the duration of such breach or violation. 12. Non-Admissibility; No Admission of Liability. Employee agrees that this Agreement shall not be admissible as evidence in any future proceeding of any kind, except in court on a claim of breach of this Agreement. The Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Parties hereto, or either of them, either previously or in connection with this Agreement, shall be deemed or construed to be: (a) an admission of the truth or falsity of any claims heretofore made; or (b) an acknowledgment or admission by either Party of any fault or liability whatsoever to the other Party or to any third party. 13. No Knowledge of Wrongdoing. Employee represents that Employee has no knowledge of any wrongdoing involving improper or false claims against a federal or state governmental agency, or any other wrongdoing that involves Employee or other present or former the Company employees. 14. Contingent Obligation. The Company’s continuing obligations under this Agreement are contingent upon Employee’s compliance with all terms and conditions provided for herein. In the event that Employee breaches any of Employee’s obligations under this Agreement, Employee agrees that the Company may cease making any payments due under this Agreement, and may seek to recover all payments already made under this Agreement, in addition to all other available legal remedies. 15. Fees and Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees, and other fees incurred in connection with the execution of this Agreement. 16. Arbitration. The Parties agree that any and all disputes arising out of the terms of this Agreement, their interpretation, and any of the matters herein released, shall be subject to binding arbitration in the State of New Jersey before the American Arbitration Association under its Employment Arbitration Rules, available at www.adr.org/rules, or by a judge to be mutually agreed upon. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties agree that the Company shall pay any administrative or hearing fees charged by the arbitrator or AAA, except that Employee shall separately pay any filing fees associated with any arbitration Employee initiates. The Parties agree that the prevailing party in any arbitration shall be awarded its reasonable attorneys’ fees and costs. THE PARTIES HEREBY AGREE TO WAIVE

 
10 THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. This Paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to Employee’s obligations under this Agreement and the agreements incorporated herein by reference. 17. No Representations. The Parties represent that they each have had the opportunity to consult with an attorney, at their own expense, and have carefully read and understand the scope and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement. 18. Severability. In the event that any provision in this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original intent of the Parties. 19. Entire Agreement. Employee acknowledges that this Agreement is a full and accurate embodiment of the understanding between Employee and the Company, and that it supersedes any prior agreements or understandings made by the Parties, except any confidentiality, non- disclosure, non-competition, non-solicitation, trade secret, assignment of inventions, and other intellectual property provisions to which Employee’s employment was subject, including specifically the Confidentiality Agreement, which will remain in effect subsequent to the execution of this Agreement. The terms of this Agreement may not be modified, except by mutual consent of the Parties. Any and all modifications must be reduced to writing and signed by the Parties to be effective. 20. Governing Law and Venue. This Agreement shall be deemed to have been executed and delivered within the State of New Jersey, and it shall be construed, interpreted, governed, and enforced in accordance with the laws of the State of New Jersey, without regard to choice of law principles. In the event of any dispute in connection with this Agreement, the venue in which said dispute will be resolved, whether in arbitration or in connection with an injunction, will be in Monmouth County, New Jersey. 21. Clawback. In the event that Employee breaches this Agreement, including all exhibits and attachments, Company shall cease payment of any future compensation, as well as seek reimbursement of any compensation paid to Employee under this Agreement. The obligation to repay will only arise if a final, non-appealable judicial determination is issued in favor of the Company for breach of this Agreement or the parties voluntarily settle any dispute. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 23. Good Faith Compliance. The Parties agree to cooperate in good faith and to do all things necessary to effectuate this Agreement.

 
11 24. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW. [Signatures on the Following Page]

 
12 Science 37, Inc. Employee By: /s/ David Coman By: /s/ Steve Geffon Name: David Coman Name: Steve Geffon Title: CEO Title: Chief Commercial Officer Date: 9/26/22 Date: 9/26/22

 
13 EXHIBIT A Consulting Agreement

 
Confidential Separation Agreement and General Release for Executive Level Employees 14 EXHIBIT B Supplemental Release

 

Exhibit 31.1
CERTIFICATION

I, David Coman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Science 37 Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2022
By:/s/ David Coman
Name:David Coman
Title:Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION

I, Mike Zaranek, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Science 37 Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2022
By:/s/ Mike Zaranek
Name:Mike Zaranek
Title:Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Science 37 Holdings, Inc. (the “Company”) for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, the undersigned, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 10, 2022
By:/s/ David Coman
Name:David Coman
Title:Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Science 37 Holdings, Inc. (the “Company”) for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, the undersigned, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 10, 2022
By:/s/ Mike Zaranek
Name:Mike Zaranek
Title:Chief Financial Officer
(Principal Financial Officer)