|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
84-4278203
(I.R.S. Employer Identification Number) |
|
|
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq. Loeb & Loeb, LLC 345 Park Avenue New York, NY 10154 (212) 407-4000 (212) 407-4990 – Facsimile |
| |
Ryan J. Maierson, Esq.
Thomas G. Brandt, Esq. Erika L. Weinberg, Esq. Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 (713) 546-5400 (713) 546-5401 – Facsimile |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | ||||||||||||||||||||||||||||
Title of each class of securities to be registered
|
| | |
Amount to be
registered(1) |
| | |
Maximum
Offering Price Per Unit |
| | |
Proposed maximum
aggregate offering price(2) |
| | |
Amount of
registration fee(3) |
| ||||||||||||
Common stock, par value $0.0001 per share
|
| | | | | 112,500,000 | | | | | | | — | | | | | | $ | 5,516.03 | | | | | | $ | 1 | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 5 | | | |
| | | | | 15 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 31 | | | |
| | | | | 68 | | | |
| | | | | 73 | | | |
| | | | | 96 | | | |
| | | | | 99 | | | |
| | | | | 101 | | | |
| | | | | 106 | | | |
| | | | | 110 | | | |
| | | | | 112 | | | |
| | | | | 113 | | | |
| | | | | 118 | | | |
| | | | | 121 | | | |
| | | | | 125 | | | |
| | | | | 148 | | | |
| | | | | 158 | | | |
| | | | | 165 | | | |
| | | | | 168 | | | |
| | | | | 169 | | | |
| | | | | 173 | | | |
| | | | | 187 | | | |
| | | | | 188 | | | |
| | | | | 193 | | | |
| | | | | 203 | | | |
| | | | | 207 | | | |
| | | | | 210 | | | |
| | | | | 216 | | | |
| EXPERTS | | | | | 216 | | |
| | | | | 216 | | | |
| | | | | 216 | | | |
| | | | | 216 | | | |
| | | | | 216 | | | |
| | | | | 216 | | | |
| | | | | 217 | | | |
| | | | | F-1 | | |
Equity Capitalization Summary
|
| |
Scenario 1
Assuming No Redemptions |
| |
Scenario 2
Assuming Maximum Redemptions |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
LSAQ Initial Stockholders(1)
|
| | | | 2,002,260 | | | | | | 1.5% | | | | | | 2,002,260 | | | | | | 1.6% | | |
Shares from Conversion of LSAQ Warrants(2)
|
| | | | 3,146,453 | | | | | | 2.4% | | | | | | 3,146,453 | | | | | | 2.5% | | |
LSAQ Public Stockholders(3)
|
| | | | 8,009,041 | | | | | | 6.0% | | | | | | 418,846 | | | | | | 0.3% | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | | | | | 75.1% | | | | | | 100,000,000 | | | | | | 79.6% | | |
PIPE Shares(4)
|
| | | | 20,000,000 | | | | | | 15.0% | | | | | | 20,000,000 | | | | | | 15.9% | | |
Total common stock
|
| | | | 133,157,754 | | | | | | 100.0% | | | | | | 125,567,559 | | | | | | 100.0% | | |
| | |
Assuming No.
Redemptions |
| |
Assuming 25%
Redemptions |
| |
Assuming 50%
Redemptions |
| |
Assuming 75%
Redemptions |
| |
Assuming
Maximum Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| ||||||||||||||||||||||||||||||
Base Scenario(1)
|
| | | | 110,011,301 | | | | | $ | | | | | | 107,694,906 | | | | | $ | | | | | | 105,797,358 | | | | | $ | | | | | | 103,899,809 | | | | | $ | | | | | | 102,421,106 | | | | | $ | | | |||||
Conversion of
LSAQ Warrants(2) |
| | | | 113,157,754 | | | | | $ | | | | | | 110,841,359 | | | | | $ | | | | | | 108,943,811 | | | | | $ | | | | | | 107,046,262 | | | | | $ | | | | | | 105,567,559 | | | | | $ | | | |||||
Issuance of PIPE Shares(3)
|
| | | | 130,011,301 | | | | | $ | | | | | | 127,694,906 | | | | | $ | | | | | | 125,797,358 | | | | | $ | | | | | | 123,899,809 | | | | | $ | | | | | | 122,421,106 | | | | | $ | | | |
| | |
Assuming No Redemptions
|
| |
Assuming 25% Redemptions
|
| |
Assuming 50% Redemptions
|
| |
Assuming 75% Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceed (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemption) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| ||||||||||||||||||||||||||||||
| | | | | 8,009,041 | | | | | | 2.0% | | | | | | 5,692,646 | | | | | | 2.81% | | | | | | 3,795,098 | | | | | | 4.22% | | | | | | 1,897,549 | | | | | | 8.44% | | | | | | 418,846 | | | | | | 38.24% | | |
| | | | | | | | | | | |
Statement of Operations Data:
|
| |
For the
Period from December 18, 2019 (inception) through March 31, 2020 |
| |
Nine Months Ended
March 31, 2021 |
| ||||||
Revenues
|
| | | | — | | | | | $ | — | | |
Loss from operations
|
| | | | (1,000) | | | | | | (205,355) | | |
Income on Trust Account
|
| | | | — | | | | | | 19,593 | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net (loss)
|
| | | | (1,000) | | | | | | (185,762) | | |
Weighted average shares outstanding – basic and diluted, redeemable common stock
|
| | | | — | | | | | | 8,009,041 | | |
Basic and diluted net income per share, redeemable common stock
|
| | | | 0.00 | | | | | | 0.00 | | |
Weighted average shares outstanding – basic and diluted, non-redeemable common stock
|
| | | | 1,875,000 | | | | | | 1,913,085 | | |
Basic and diluted net loss per share, non-redeemable common stock
|
| | | | 0.00 | | | | | | (0.10) | | |
Balance Sheet Data:
|
| |
As of
June 30, 2020 |
| |
As of
March 31, 2021 |
| ||||||
Working capital (deficit)
|
| | | | (4,000) | | | | | $ | 791,954 | | |
Trust Account
|
| | | | — | | | | | | 80,110,005 | | |
Total assets
|
| | | | 53,000 | | | | | | 80,991,279 | | |
Total liabilities
|
| | | | 29,000 | | | | | | 89,320 | | |
Value of common stock subject to redemption
|
| | | | — | | | | | | 75,901,950 | | |
Stockholders’ equity
|
| | | | 24,000 | | | | | | 5,000,009 | | |
| | |
Three Months Ended
March 31, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Consolidated Statement of Operations and Comprehensive Loss:
|
| | | | | | | | | | | | | | | | | | | | |||||
Revenues:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues (including amounts with related
parties) |
| | | $ | 12,438,421 | | | | | $ | 3,066,427 | | | | | $ | 23,704,219 | | | | | $ | 14,080,998 | | |
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (including amounts with
related parties) |
| | | | 8,638,334 | | | | | | 1,604,007 | | | | | | 22,597,361 | | | | | | 7,852,390 | | |
Selling, general and administrative
|
| | | | 9,163,663 | | | | | | 5,888,413 | | | | | | 28,351,709 | | | | | | 22,012,162 | | |
Depreciation and amortization
|
| | | | 1,496,749 | | | | | | 973,330 | | | | | | 4,446,670 | | | | | | 3,343,802 | | |
Restructuring costs
|
| | | | — | | | | | | 654,180 | | | | | | 771,942 | | | | | | — | | |
Total operating expenses
|
| | | | 19,298,746 | | | | | | 9,119,930 | | | | | | 56,167,682 | | | | | | 33,208,354 | | |
Loss from operations
|
| | | | (6,860,325) | | | | | | (6,053,503) | | | | | | (32,463,463) | | | | | | (19,127,356) | | |
Other income:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 759 | | | | | | 70,332 | | | | | | 77,229 | | | | | | 625,608 | | |
Sublease income (including amounts with
related parties) |
| | | | 32,600 | | | | | | 232,294 | | | | | | 709,283 | | | | | | — | | |
Other income
|
| | | | 1,439 | | | | | | 1,706 | | | | | | 2,867 | | | | | | 32,972 | | |
Total other income
|
| | | | 34,798 | | | | | | 304,332 | | | | | | 789,379 | | | | | | 658,580 | | |
Net loss and other comprehensive loss
|
| | | $ | (6,825,527) | | | | | | (5,749,171) | | | | | $ | (31,674,084) | | | | | $ | (18,468,776) | | |
Loss per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (2.33) | | | | | $ | (0.68) | | | | | $ | (3.86) | | | | | $ | (2.22) | | |
Weighted average common shares outstanding:
|
| | | | | ||||||||||||||||||||
Weighted average shares used to compute basic and diluted net loss per share
|
| | | | 2,930,121 | | | | | | 8,408,417 | | | | | | 8,197,409 | | | | | | 8,310,604 | | |
| | |
March 31,
2021 |
| |
December 31,
|
| ||||||||||||
|
2020
|
| |
2019
|
| ||||||||||||||
Total assets
|
| | | $ | 47,874,469 | | | | | $ | 57,031,226 | | | | | $ | 40,327,720 | | |
Total liabilities
|
| | | | 17,191,649 | | | | | | 20,080,293 | | | | | | 8,029,973 | | |
Total preferred stock and stockholders’ deficit
|
| | | | 30,682,820 | | | | | | 36,950,933 | | | | | | 32,297,747 | | |
| | |
3-Month
% Stock Perf. |
| |
Valuation
|
| |
Projected Sales ($M)
|
| |
‘21 – ‘23
Sales CAGR |
| |
Implied EV/Sales Multiple
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
Equity
Value ($M) |
| |
Enterprise
Value ($M) |
| |
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Teladoc
|
| | | | -29.1% | | | | | $ | 28,767 | | | | | $ | 29,462 | | | | | $ | 1,367 | | | | | $ | 1,980 | | | | | $ | 2,614 | | | | | $ | 3,361 | | | | | $ | 4,350 | | | | | | 30.3% | | | | | | 21.6x | | | | | | 14.9x | | | | | | 11.3x | | | | | | 8.8x | | | | | | 6.8x | | |
GoodRx
|
| | | | -16.8% | | | | | $ | 15,765 | | | | | $ | 15,501 | | | | | $ | 551 | | | | | $ | 749 | | | | | $ | 1,040 | | | | | $ | 1,385 | | | | | $ | 1,871 | | | | | | 36.0% | | | | | | 28.1x | | | | | | 20.7x | | | | | | 14.9x | | | | | | 11.2x | | | | | | 8.3x | | |
1LifeHealthcare
|
| | | | -11.1% | | | | | $ | 6,129 | | | | | $ | 5,858 | | | | | $ | 380 | | | | | $ | 482 | | | | | $ | 600 | | | | | $ | 747 | | | | | $ | 471 | | | | | | 24.5% | | | | | | 15.4x | | | | | | 12.1x | | | | | | 9.8x | | | | | | 7.8x | | | | | | 12.4x | | |
American Well
|
| | | | -51.0% | | | | | $ | 4,098 | | | | | $ | 3,086 | | | | | $ | 245 | | | | | $ | 266 | | | | | $ | 339 | | | | | $ | 424 | | | | | $ | 570 | | | | | | 26.3% | | | | | | 12.6x | | | | | | 11.6x | | | | | | 9.1x | | | | | | 7.3x | | | | | | 5.4x | | |
Sema4
|
| | | | 8.1% | | | | | $ | 3,497 | | | | | $ | 2,997 | | | | | $ | 190 | | | | | $ | 265 | | | | | $ | 360 | | | | | $ | 504 | | | | | | NA | | | | | | 37.9% | | | | | | 15.8x | | | | | | 11.3x | | | | | | 8.3x | | | | | | 5.9x | | | | | | — | | |
Hims
|
| | | | -25.4% | | | | | $ | 2,345 | | | | | $ | 2,495 | | | | | $ | 149 | | | | | $ | 202 | | | | | $ | 240 | | | | | $ | 287 | | | | | $ | 393 | | | | | | 19.2% | | | | | | 16.8x | | | | | | 12.3x | | | | | | 10.4x | | | | | | 8.7x | | | | | | 6.3x | | |
Butterfly Network
|
| | | | -19.9% | | | | | $ | 2,760 | | | | | $ | 3,115 | | | | | $ | 44 | | | | | $ | 78 | | | | | $ | 138 | | | | | $ | 235 | | | | | $ | 334 | | | | | | 73.5% | | | | | | 70.8x | | | | | | 39.9x | | | | | | 22.6x | | | | | | 13.2x | | | | | | 9.3x | | |
Nano-X
|
| | | | -50.7% | | | | | $ | 1,636 | | | | | $ | 1,424 | | | | | $ | 0 | | | | | $ | 1 | | | | | $ | 51 | | | | | $ | 220 | | | | | $ | 571 | | | | | | NM | | | | | | — | | | | | | NM | | | | | | 27.8x | | | | | | 6.5x | | | | | | 2.5x | | |
Quantum-Si
|
| | | | 1.0% | | | | | $ | 1,517 | | | | | $ | 980 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 17 | | | | | $ | 49 | | | | | $ | 104 | | | | | | NM | | | | | | — | | | | | | — | | | | | | 57.7x | | | | | | 20.0x | | | | | | 9.4x | | |
Nautilus Biotech
|
| | | | 1.7% | | | | | $ | 1,479 | | | | | $ | 1,093 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 4 | | | | | $ | 17 | | | | | $ | 77 | | | | | | NM | | | | | | — | | | | | | — | | | | | | NM | | | | | | 64.3x | | | | | | 14.2x | | |
ShareCare
|
| | | | -15.1% | | | | | $ | 4,143 | | | | | $ | 3,742 | | | | | $ | 330 | | | | | $ | 396 | | | | | $ | 512 | | | | | $ | 629 | | | | | | NA | | | | | | 26.0% | | | | | | 11.3x | | | | | | 9.4x | | | | | | 7.3x | | | | | | 5.9x | | | | | | — | | |
Talkspace
|
| | | | -14.9% | | | | | $ | 1,635 | | | | | $ | 1,385 | | | | | $ | 74 | | | | | $ | 125 | | | | | $ | 205 | | | | | $ | 285 | | | | | | NA | | | | | | 51.0% | | | | | | 18.7x | | | | | | 11.1x | | | | | | 6.8x | | | | | | 4.9x | | | | | | — | | |
SomaLogic
|
| | | | NA | | | | | $ | 2,548 | | | | | $ | 1,862 | | | | | $ | 48 | | | | | $ | 33 | | | | | $ | 85 | | | | | $ | 111 | | | | | | NA | | | | | | 82.3% | | | | | | 38.8x | | | | | | 55.9x | | | | | | 21.9x | | | | | | 16.8x | | | | | | — | | |
Phreesia
|
| | | | -17.9% | | | | | $ | 2,656 | | | | | $ | 2,451 | | | | | $ | 149 | | | | | $ | 147 | | | | | $ | 184 | | | | | $ | 223 | | | | | $ | 271 | | | | | | 23.5% | | | | | | 16.5x | | | | | | 16.7x | | | | | | 13.3x | | | | | | 11.0x | | | | | | 9.1x | | |
Health Catalyst
|
| | | | 10.7% | | | | | $ | 2,517 | | | | | $ | 2,442 | | | | | $ | 189 | | | | | $ | 228 | | | | | $ | 275 | | | | | $ | 330 | | | | | $ | 397 | | | | | | 20.4% | | | | | | 12.9x | | | | | | 10.7x | | | | | | 8.9x | | | | | | 7.4x | | | | | | 6.2x | | |
Certara
|
| | | | -5.3% | | | | | $ | 5,005 | | | | | $ | 5,037 | | | | | $ | 244 | | | | | $ | 280 | | | | | $ | 321 | | | | | $ | 366 | | | | | $ | 430 | | | | | | 14.3% | | | | | | 20.7x | | | | | | 18.0x | | | | | | 15.7x | | | | | | 13.8x | | | | | | 11.7x | | |
Veeva
|
| | | | 2.3% | | | | | $ | 43,618 | | | | | $ | 42,018 | | | | | $ | 1,465 | | | | | $ | 1,448 | | | | | $ | 1,764 | | | | | $ | 2,097 | | | | | $ | 2,503 | | | | | | 20.3% | | | | | | 28.7x | | | | | | 29.0x | | | | | | 23.8x | | | | | | 20.0x | | | | | | 16.8x | | |
High
|
| | | | 10.7% | | | | | $ | 43,618 | | | | | $ | 42,018 | | | | | $ | 1,465 | | | | | $ | 1,980 | | | | | $ | 2,614 | | | | | $ | 3,361 | | | | | $ | 4,350 | | | | | | 82.3% | | | | | | 70.8x | | | | | | 55.9x | | | | | | 57.7x | | | | | | 64.3x | | | | | | 16.8x | | |
Mean | | | | | -14.6% | | | | | $ | 7,654 | | | | | $ | 7,350 | | | | | $ | 319 | | | | | $ | 393 | | | | | $ | 515 | | | | | $ | 663 | | | | | $ | 949 | | | | | | 34.7% | | | | | | 23.5x | | | | | | 19.5x | | | | | | 16.8x | | | | | | 13.7x | | | | | | 9.1x | | |
Median | | | | | -15.0% | | | | | $ | 2,760 | | | | | $ | 2,997 | | | | | $ | 189 | | | | | $ | 228 | | | | | $ | 275 | | | | | $ | 330 | | | | | $ | 430 | | | | | | 26.2% | | | | | | 17.7x | | | | | | 13.6x | | | | | | 12.3x | | | | | | 8.8x | | | | | | 9.1x | | |
Min
|
| | | | -51.0% | | | | | -$ | 686 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 4 | | | | | $ | 17 | | | | | $ | 0 | | | | | | 14.3% | | | | | | 6.8x | | | | | | 4.9x | | | | | | 2.5x | | | | | | 2.5x | | | | | | 2.5x | | |
Science 37
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 24 | | | | | $ | 52 | | | | | $ | 102 | | | | | $ | 182 | | | | | $ | 261 | | | | | | 87.1% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Science 37 Projected Sales ($M)
|
| |
2021 – 2023
Sales % CAGR |
| |||||||||||||||||||||||||||
|
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||||||
|
$24
|
| | | $ | 52 | | | | | $ | 102 | | | | | $ | 182 | | | | | $ | 261 | | | | | | 87.1% | | |
|
Enterprise Value/Sales – Science 37 Mean/Median Implied Valuation Range ($M)
|
| ||||||||||||||||||||||||
|
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||
| $573 – $433 | | | | $ | 1,016 – $708 | | | | | $ | 1,718 – $1,255 | | | | | $ | 2,500 – $1,595 | | | | | $ | 2,377 – $2,362 | | |
Equity Capitalization Summary
|
| |
Scenario 1
Assuming No Redemptions |
| |
Scenario 2
Assuming Maximum Redemptions |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
LSAQ Initial Stockholders(1)
|
| | | | 2,002,260 | | | | | | 1.5% | | | | | | 2,002,260 | | | | | | 1.6% | | |
Shares from Conversion of LSAQ Warrants(2)
|
| | | | 3,146,453 | | | | | | 2.4% | | | | | | 3,146,453 | | | | | | 2.5% | | |
LSAQ Public Stockholders(3)
|
| | | | 8,009,041 | | | | | | 6.0% | | | | | | 418,846 | | | | | | 0.3% | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | | | | | 75.1% | | | | | | 100,000,000 | | | | | | 79.6% | | |
PIPE Shares(4)
|
| | | | 20,000,000 | | | | | | 15.0% | | | | | | 20,000,000 | | | | | | 15.9% | | |
Total common stock
|
| | | | 133,157,754 | | | | | | 100.0% | | | | | | 125,567,559 | | | | | | 100.0% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Backlog
|
| | | $ | 87,865,458 | | | | | $ | 26,575,351 | | | | | $ | 62,290,107 | | | | | | 243.6% | | |
Net bookings
|
| | | | 40,708,317 | | | | | | 1,074,352 | | | | | | 39,633,966 | | | | | | 3689.1% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Backlog
|
| | | $ | 59,595,561 | | | | | $ | 27,567,426 | | | | | $ | 32,028,135 | | | | | | 116.2% | | |
Net bookings
|
| | | | 55,732,354 | | | | | | 12,182,262 | | | | | | 43,550,092 | | | | | | 357.5% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 12,438,421 | | | | | $ | 3,066,427 | | | | | $ | 9,371,994 | | | | | | 305.6% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 8,638,334 | | | | | $ | 1,604,007 | | | | | $ | 7,034,327 | | | | | | 438.5% | | |
% of revenue
|
| | | | 69.4% | | | | | | 52.3% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 9,163,663 | | | | | $ | 5,888,413 | | | | | $ | 3,275,250 | | | | | | 55.6% | | |
% of revenue
|
| | | | 73.7% | | | | | | 192.0% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 1,496,749 | | | | | $ | 973,330 | | | | | $ | 523,419 | | | | | | 53.8% | | |
% of revenue
|
| | | | 12.0% | | | | | | 31.7% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| ||||||
Restructuring costs
|
| | | $ | — | | | | | $ | 654,180 | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 759 | | | | | $ | 70,332 | | | | | $ | (69,573) | | | | | | -98.9% | | |
Sublease income
|
| | | $ | 32,600 | | | | | $ | 232,294 | | | | | $ | (199,694) | | | | | | -86.0% | | |
Other income
|
| | | $ | 1,440 | | | | | $ | 1,706 | | | | | $ | (266) | | | | | | -15.6% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 23,704,219 | | | | | $ | 14,080,998 | | | | | $ | 9,623,221 | | | | | | 68.3% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and
amortization |
| | | $ | 22,597,361 | | | | | $ | 7,852,390 | | | | | $ | 14,744,971 | | | | | | 187.8% | | |
% of revenue
|
| | | | 95.3% | | | | | | 55.8% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 28,351,709 | | | | | $ | 22,012,162 | | | | | $ | 6,339,547 | | | | | | 28.8% | | |
% of revenue
|
| | | | 119.6% | | | | | | 156.3% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 4,446,670 | | | | | $ | 3,343,802 | | | | | $ | 1,102,868 | | | | | | 33.0% | | |
% of revenue
|
| | | | 18.8% | | | | | | 23.7% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| ||||||
Restructuring costs
|
| | | $ | 771,942 | | | | | $ | — | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 77,229 | | | | | $ | 625,608 | | | | | $ | (548,379) | | | | | | -87.7% | | |
Sublease income
|
| | | | 709,283 | | | | | | — | | | | | | 709,283 | | | | | | — | | |
Other income
|
| | | | 2,867 | | | | | | 32,972 | | | | | | (30,105) | | | | | | -91.3% | | |
| | |
2021
|
| |
2020
|
| ||||||
Net loss
|
| | | $ | (6,825,527) | | | | | $ | (5,749,171) | | |
Interest income
|
| | | | (759) | | | | | | (70,332) | | |
Depreciation and amortization
|
| | | | 1,496,749 | | | | | | 973,330 | | |
Other income
|
| | | | (34,039) | | | | | | (234,000) | | |
Stock-based compensation expense
|
| | | | 225,623 | | | | | | 32,414 | | |
Restructuring costs
|
| | | | — | | | | | | 654,180 | | |
Adjusted EBITDA
|
| | | $ | (5,137,953) | | | | | $ | (4,393,579) | | |
| | |
2020
|
| |
2019
|
| ||||||
Net loss
|
| | | $ | (31,674,084) | | | | | $ | (18,468,776) | | |
Interest income
|
| | | | (77,229) | | | | | | (625,608) | | |
Depreciation and amortization
|
| | | | 4,446,670 | | | | | | 3,343,802 | | |
Other income(1)
|
| | | | (712,150) | | | | | | (32,972) | | |
Stock-based compensation expense
|
| | | | 122,032 | | | | | | 392,566 | | |
Restructuring costs
|
| | | | 771,942 | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | (27,122,819) | | | | | $ | (15,390,988) | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (7,087,197) | | | | | $ | (6,680,095) | | | | | $ | (407,102) | | |
Net cash (used in) investing activities
|
| | | | (2,409,580) | | | | | | (1,232,534) | | | | | | (1,177,046) | | |
Net cash provided by financing activities
|
| | | | 63,391 | | | | | | 16,939 | | | | | | 46,453 | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (25,475,509) | | | | | $ | (15,598,347) | | | | | $ | (9,877,162) | | |
Net cash (used in) investing activities
|
| | | | (6,166,293) | | | | | | (3,991,753) | | | | | | (2,174,540) | | |
Net cash provided by financing activities
|
| | | | 36,316,875 | | | | | | 34,768,320 | | | | | | 1,548,555 | | |
| | |
Assuming No
Redemption of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 8,009,041 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 133,157,754 | | |
| | |
Assuming
Maximum Redemptions of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 418,846 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 125,567,559 | | |
| | | | | |
Assuming No Redemption
of LSAQ Shares |
| |
Assuming Maximum
Redemptions of LSAQ Shares |
| |||||||||||||||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and equivalents
|
| | | $ | 23,746 | | | | | $ | 728 | | | | | $ | 80,110 | | | |
2 A
|
| | | $ | 274,887 | | | | | $ | 80,110 | | | |
2 A
|
| | | $ | 198,985 | | |
| | | | | | | | | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | |
| | | | | | | | | | | | | | | | | 200,000 | | | |
2 F
|
| | | | | | | | | | 200,000 | | | |
2 F
|
| | | | | | |
| | | | | | | | | | | | | | | | | 303 | | | |
2 G
|
| | | | | | | | | | 303 | | | |
2 G
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75,902) | | | |
2 I
|
| | | | | | |
Restricted cash
|
| | | | 303 | | | | | | — | | | | | | (303) | | | |
2 G
|
| | | | — | | | | | | (303) | | | |
2 G
|
| | | | — | | |
Accounts receivable (including amounts with related parties)
|
| | | | 9,062 | | | | | | — | | | | | | — | | | | | | | | | 9,062 | | | | | | — | | | | | | | | | 9,062 | | |
Prepaid expenses and other current assets
|
| | | | 2,478 | | | | | | 153 | | | | | | — | | | | | | | | | 2,631 | | | | | | — | | | | | | | | | 2,631 | | |
Total current assets
|
| | | | 35,589 | | | | | | 881 | | | | | | 250,110 | | | | | | | | | 286,580 | | | | | | 174,208 | | | | | | | | | 210,678 | | |
Cash and marketable securities held in Trust Account
|
| | | | — | | | | | | 80,110 | | | | | | (80,110) | | | |
2 A
|
| | | | — | | | | | | (80,110) | | | |
2 A
|
| | | | — | | |
Property, plant and equipment, net
|
| | | | 536 | | | | | | — | | | | | | — | | | | | | | | | 536 | | | | | | — | | | | | | | | | 536 | | |
Capitalized software, net
|
| | | | 9,708 | | | | | | — | | | | | | — | | | | | | | | | 9,708 | | | | | | — | | | | | | | | | 9,708 | | |
Operating lease right-of-use assets
|
| | | | 1,716 | | | | | | — | | | | | | — | | | | | | | | | 1,716 | | | | | | — | | | | | | | | | 1,716 | | |
Other assets
|
| | | | 325 | | | | | | — | | | | | | — | | | | | | | | | 325 | | | | | | — | | | | | | | | | 325 | | |
Total assets
|
| | | $ | 47,874 | | | | | $ | 80,991 | | | | | $ | 170,000 | | | | | | | | $ | 298,865 | | | | | $ | 94,098 | | | | | | | | $ | 222,963 | | |
Liabilities and Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 2,769 | | | | | $ | 89 | | | | | $ | — | | | | | | | | $ | 2,858 | | | | | $ | — | | | | | | | | $ | 2,858 | | |
Accrued expenses and other liabilities
|
| | | | 6,971 | | | | | | — | | | | | | — | | | | | | | | | 6,971 | | | | | | — | | | | | | | | | 6,971 | | |
Deferred revenue
|
| | | | 5,604 | | | | | | — | | | | | | — | | | | | | | | | 5,604 | | | | | | — | | | | | | | | | 5,604 | | |
Total current liabilities
|
| | | | 15,344 | | | | | | 89 | | | | | | — | | | | | | | | | 15,433 | | | | | | — | | | | | | | | | 15,433 | | |
Long-term deferred revenue
|
| | | | 485 | | | | | | — | | | | | | — | | | | | | | | | 485 | | | | | | — | | | | | | | | | 485 | | |
Operating lease liabilities
|
| | | | 912 | | | | | | — | | | | | | — | | | | | | | | | 912 | | | | | | — | | | | | | | | | 912 | | |
Contingent liability for issuance of earn-out shares
|
| | | | | | | | | | | | | | | | | | | |
2 J
|
| | | | | | | | | | | | | |
2 J
|
| | | | | | |
Other long-term liabilities
|
| | | | 451 | | | | | | — | | | | | | — | | | | | | | | | 451 | | | | | | — | | | | | | | | | 451 | | |
Total liabilities
|
| | |
|
17,192
|
| | | |
|
89
|
| | | | | — | | | | | | | |
|
17,281
|
| | | | | — | | | | | | | |
|
17,281
|
| |
Common stock subject to possible redemptions
|
| | |
|
—
|
| | | |
|
75,902
|
| | | |
|
(75,902)
|
| | |
2 C
|
| | |
|
—
|
| | | |
|
(75,902)
|
| | |
2 C
|
| | |
|
—
|
| |
Redeemable preferred stock
|
| | | | 143,086 | | | | | | — | | | | | | (143,086) | | | |
2 D
|
| | | | — | | | | | | (143,086) | | | |
2 D
|
| | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock, par value
|
| | | | 1 | | | | | | — | | | | | | 12 | | | |
CEF
|
| | | | 13 | | | | | | 12 | | | |
CEF
|
| | | | 13 | | |
Additional paid-in capital
|
| | | | 2,168 | | | | | | 5,187 | | | | | | (5,187) | | | |
2 C
|
| | | | 396,144 | | | | | | (5,187) | | | |
2 C
|
| | | | 320,242 | | |
| | | | | | | | | | | | | | | | | 81,088 | | | |
2 C
|
| | | | | | | | | | 81,088 | | | |
2 C
|
| | | | | | |
| | | | | | | | | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | |
| | | | | | | | | | | | | | | | | 143,086 | | | |
2 D
|
| | | | | | | | | | 143,086 | | | |
2 D
|
| | | | | | |
| | | | | | | | | | | | | | | | | (10) | | | |
2 E
|
| | | | | | | | | | (10) | | | |
2 E
|
| | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
2 E
|
| | | | | | | | | | 1 | | | |
2 E
|
| | | | | | |
| | | | | | | | | | | | | | | | | 199,998 | | | |
2 F
|
| | | | | | | | | | 199,998 | | | |
2 F
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75,902) | | | |
2 I
|
| | | | | | |
| | | | | | | | | | | | | | | | | (187) | | | |
2 H
|
| | | | | | | | | | (187) | | | |
2 H
|
| | | | | | |
Accumulated deficit
|
| | | | (114,573) | | | | | | (187) | | | | | | 187 | | | |
2 H
|
| | | | (114,573) | | | | | | 187 | | | |
2 H
|
| | | | (114,573) | | |
Total stockholders’ equity (deficit)
|
| | | | (112,404) | | | | | | 5,000 | | | | | | 388,988 | | | | | | | | | 281,584 | | | | | | 313,086 | | | | | | | | | 205,682 | | |
Total liabilities and stockholders’ equity (deficit)
|
| | | $ | 47,874 | | | | | $ | 80,991 | | | | | $ | 170,000 | | | | | | | | $ | 298,865 | | | | | $ | 94,098 | | | | | | | | $ | 222,963 | | |
| | | | | |
Pro Forma Combined
|
| |||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||
Revenues, including related party
|
| | | $ | 23,704 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 23,704 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 22,597 | | | | | | — | | | | | | — | | | | | | | | | 22,597 | | |
Selling, general and administrative
|
| | | | 28,351 | | | | | | 84 | | | | | | — | | | | | | | | | 28,435 | | |
Depreciation
|
| | | | 4,447 | | | | | | — | | | | | | — | | | | | | | | | 4,447 | | |
Restructuring costs
|
| | | | 772 | | | | | | — | | | | | | — | | | | | | | | | 772 | | |
Total operating expenses
|
| | | | 56,167 | | | | | | 84 | | | | | | — | | | | | | | | | 56,251 | | |
Loss from operations
|
| | | | (32,463) | | | | | | (84) | | | | | | — | | | | | | | | | (32,547) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 77 | | | | | | 5 | | | | | | (5) | | | |
K
|
| | | | 77 | | |
Sublease income (including amounts with related parties)
|
| | | | 709 | | | | | | — | | | | | | — | | | | | | | | | 709 | | |
Other income
|
| | | | 3 | | | | | | — | | | | | | — | | | | | | | | | 3 | | |
Total other income
|
| | | | 789 | | | | | | 5 | | | | | | (5) | | | | | | | | | 789 | | |
Net loss
|
| | | $ | (31,674) | | | | | $ | (79) | | | | | $ | (5) | | | | | | | | $ | (31,758) | | |
Weighted average common shares outstanding, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 133,157,754 | | |
Basic and diluted net loss per common share, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.24) | | |
Weighted average common shares outstanding,
assuming maximum redemptions of LSAQ shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 125,567,559 | | |
Basic and diluted net loss per common share,
assuming maximum redemptions of LSAQ shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.25) | | |
| | | | | |
Pro Forma Combined
|
| |||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||
Revenues, including related party
|
| | | $ | 12,438 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 12,438 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 8,638 | | | | | | — | | | | | | — | | | | | | | | | 8,638 | | |
Selling, general and administrative
|
| | | | 9,164 | | | | | | 120 | | | | | | — | | | | | | | | | 9,284 | | |
Depreciation
|
| | | | 1,497 | | | | | | — | | | | | | — | | | | | | | | | 1,497 | | |
Total operating expenses
|
| | | | 19,299 | | | | | | 120 | | | | | | — | | | | | | | | | 19,419 | | |
Loss from operations
|
| | | | (6,861) | | | | | | (120) | | | | | | — | | | | | | | | | (6,981) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 1 | | | | | | 15 | | | | | | (15) | | | |
K
|
| | | | 1 | | |
Sublease income
|
| | | | 33 | | | | | | — | | | | | | — | | | | | | | | | 33 | | |
Other income
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | | | | 1 | | |
Total other income
|
| | | | 35 | | | | | | 15 | | | | | | (15) | | | | | | | | | 35 | | |
Net loss
|
| | | $ | (6,826) | | | | | $ | (105) | | | | | $ | (15) | | | | | | | | $ | (6,946) | | |
Weighted average common shares outstanding, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 133,157,754 | | |
Basic and diluted net loss per common share, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.05) | | |
Weighted average common shares outstanding,
assuming maximum redemptions of LSAQ shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 125,567,559 | | |
Basic and diluted net loss per common share,
assuming maximum redemptions of LSAC shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.06) | | |
| | |
Assuming No
Redemption of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 8,009,041 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 133,157,754 | | |
| | |
Assuming
Maximum Redemptions of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 418,846 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 125,567,559 | | |
| | |
Science 37
(Historical) |
| |
LSAQ
(Historical) |
| |
Pro Forma
Combined (Assuming Minimum Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||
As of and for the Three Months Ended March 31,
2021 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (34.36) | | | | | $ | 2.07 | | | | | $ | 2.11 | | | | | $ | 1.64 | | |
Net loss per non-redeemable share – basic and diluted
|
| | | $ | (2.33) | | | | | $ | (0.05) | | | | | $ | (0.05) | | | | | $ | (0.06) | | |
Weighted average non-redeemable shares outstanding – basic and diluted
|
| | | | 2,930,121 | | | | | | 1,990,948 | | | | | | 133,157,754 | | | | | | 125,567,559 | | |
Net loss per redeemable share – basic and diluted
|
| | | $ | (0.16) | | | | | $ | — | | | | | | N/A | | | | | | N/A | | |
Weighted average redeemable shares outstanding – basic and diluted
|
| | | | N/A | | | | | | 8,009,041 | | | | | | N/A | | | | | | N/A | | |
As of and for the Year Ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (38.38) | | | | | $ | 1.95 | | | | | | N/A | | | | | | N/A | | |
Net loss per non-redeemable share – basic and diluted(2)
|
| | | $ | (3.86) | | | | | $ | (0.04) | | | | | $ | (0.24) | | | | | $ | (0.25) | | |
Weighted average non-redeemable shares outstanding – basic and diluted
|
| | | | 8,197,409 | | | | | | 1,875,000 | | | | | | 133,157,754 | | | | | | 125,567,559 | | |
Net loss per redeemable share – basic and diluted
|
| | | $ | (0.87) | | | | | $ | (0.10) | | | | | | N/A | | | | | | N/A | | |
Weighted average redeemable shares outstanding – basic and diluted
|
| | | | N/A | | | | | | 831,540 | | | | | | N/A | | | | | | N/A | | |
|
Science 37
|
| |
Combined Company
|
|
|
Authorized Capital Stock
|
| |||
|
Science 37 common stock. Science 37 is currently authorized to issue 62,958,114 shares of common stock, par value $0.0001 per share. As of [•], 2021, there were [•] shares of Science 37 Common Stock outstanding.
Science 37 preferred stock. Science 37 is currently authorized to issue 41,692,230 shares of preferred stock, par value $0.0001 per share; of such authorized and unissued shares of preferred stock, Science 37 created (i) a series of preferred stock designated as Series A Preferred Stock and is currently authorized to issue 6,746,233 shares of such Series A Preferred Stock, (ii) a series of preferred stock designated as Series B Preferred Stock and is currently authorized to issue 7,588,369 shares of such Series B Preferred Stock, (iii) a series of preferred stock designated as Series C Preferred Stock and is currently authorized to issue 6,001,269 shares of such Series B Preferred Stock, (iv) a series of preferred stock designated as Series D Preferred Stock and is currently authorized to issue 12,317,871 shares of such Series D Preferred Stock and (v) a series of preferred stock designated as Series D-1 Preferred Stock and is currently authorized to issue 9,038,488 shares of such Series D-1 Preferred Stock). As of [•], 2021, there
|
| |
Combined Company Common Stock. The Combined Company will be authorized to issue 500,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of common stock, par value $0.0001 per share and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share. As of [•], 2021, we expect there will be [•] shares of Combined Company Common Stock outstanding following consummation of the Business Combination.
Combined Company preferred stock. Following consummation of the Business Combination, the Combined Company is not expected to have any preferred stock outstanding.
|
|
|
Science 37
|
| |
Combined Company
|
|
| were [•] shares of Science 37 Preferred Stock outstanding. | | | | |
|
Conversion
|
| |||
|
At any time, each holder of Science 37 preferred stock shall have the right, at such holder’s option and by delivery of written notice to Science 37, to convert any or all of such holder’s shares of preferred stock into shares of common stock at the then effective conversion rate. Each share of Series A, Series B, Series C, Series D and Series D-1 Preferred Stock is currently convertible into one share of Science 37 Common Stock.
Upon the earlier of (i) the closing of Science 37’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act, the public offering price of which is not less than $17.50 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such shares) and $30,000,000 (net of underwriting discounts and commissions) in the aggregate, or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the affirmative vote or written consent of the holders of at least a majority of the shares of Science 37 Preferred Stock then outstanding (voting together as a single class and not as separate series, and on an as-converted basis), each share of Science 37 Preferred Stock then outstanding will automatically convert, without any action on the part of any holder thereof, into shares of Science 37 Common Stock at the then effective conversion rate.
|
| | There are no conversion rights relating to the Combined Company Common Stock | |
|
Number and Qualification of Directors
|
| |||
| The number of directors that constitute the Science 37 board of directors shall be seven (7). Directors need not be stockholders. | | | Subject to the Director Nomination Agreement, the number of directors that constitutes the Combined Company board of directors shall be determined from time to time by the board of directors. Directors need not be residents of the State of Delaware or stockholders. | |
|
Structure of Board; Election of Directors
|
| |||
| The holders of Series A Preferred Stock shall be entitled to elect two directors at any election of directors. The holders of Series B Preferred Stock shall be entitled to elect one director at any election of directors. The holders of Series D Preferred Stock shall be entitled to elect one director at any election of directors. The holders of Common Stock shall be entitled to elect one director at any election of directors. The holders of Science 37 Preferred Stock and Science 37 Common Stock (voting | | |
Following the Business Combination, the members of the Combined Company board of directors will be as elected by the holders of LSAQ common stock at the Special Meeting pursuant to the Director Election Proposal.
Combined Company stockholders shall elect directors, each of whom shall hold office for an initial term ending in either 2022, 2023 or 2024, and thereafter for a term of three years or until his or her successor is duly elected and qualified, subject to
|
|
|
Science 37
|
| |
Combined Company
|
|
|
together as a single class and not as a separate series, and on an as-converted basis) shall be entitled to elect any remaining directors at any election of directors.
The stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Subject to the rights of holders of any series of preferred stock to elect directors, any vacancy on the board of directors may be filled by the board of directors.
|
| | such director’s earlier death, resignation, disqualification or removal. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect directors. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, any vacancy on the board of directors and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. | |
|
Removal of Directors
|
| |||
| Any director or the entire Science 37 board of directors may be removed, with or without cause, by the holders of a majority of the voting power of outstanding shares of capital stock entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series. | | | Subject to the rights of holders of any series of preferred stock to elect directors, any director may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least 66 and 2/3% of the voting power of the issued and outstanding shares of capital stock of the Combined Company entitled to vote in the election of directors, voting together as a single class. | |
|
Voting
|
| |||
|
Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders, except in the case of certain approvals which only require the vote of the holders of preferred stock.
The holders of preferred stock shall be entitled to vote with the holders of common stock on all matters submitted for a vote of the holders of common stock. Each share of preferred stock is entitled to a number of votes equal to the number of shares of common stock into which each such share of preferred stock is then convertible, as calculated at the then effective conversion rate at the time of the related record date. Each share of Series A, Series B, Series C, Series D and Series D-1 Preferred Stock is currently convertible into one share of Science 37 common stock.
Except for the election of directors, any matter presented to the stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast by the holders of all shares of stock of Science 37 which are present in person or by proxy and voting affirmatively or negatively thereon.
Science 37 may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of Science 37
|
| | Each share of Combined Company Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. | |
|
Science 37
|
| |
Combined Company
|
|
| Preferred Stock, take any of the following actions: (i) liquidate, dissolve or wind-up the business and affairs of Science 37, or effect any other merger, acquisition or consolidation; (ii) amend, alter or repeal any provision of Science 37’s charter or Science 37’s bylaws; provided, however, that in order to effect any such amendment, alteration or repeal that affects the powers, rights, preferences, privileges or special rights of any series of Science 37 Preferred Stock adversely without so affecting the entire class of Preferred Stock in the same manner, then the separate approval of at least 66% of the outstanding shares of such series of Preferred Stock shall be required; (iii) pay or declare any dividend on any shares of capital stock; (iv) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock at the original purchase price or at the lower of the original purchase price or the then current fair market value of such shares from employees, officers, directors, consultants or other persons performing services for Science 37 or any subsidiary pursuant to agreements under which Science 37 has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal; (v) create, or authorize the creation of, or issue, or authorize the issuance of, any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of Science 37 and its subsidiaries for borrowed money following such action would exceed $2,000,000; (vi) create, or consummate a transaction that results in the corporation holding capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by Science 37, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of Science 37, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; change the authorized number of directors; (viii) increase the number of shares of Common Stock reserved for issuance to service providers pursuant to Science 37’s equity compensation or option plan or arrangements or authorize or create any new equity incentive plan; (ix) authorize or issue any equity security (including | | | | |
|
Science 37
|
| |
Combined Company
|
|
|
any other security convertible into or exercisable for any such equity security) having a preference over, or being on a parity with, any series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption; or (x) A) reclassify, alter or amend any existing security of Science 37 that is pari passu with any series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to such series of Science 37 Preferred Stock in respect of any such right, preference or privilege or (B) reclassify, alter or amend any existing security of this corporation that is junior to a series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with such series of Science 37 Preferred Stock in respect of any such right, preference or privilege.
Science 37 may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of Series D Preferred Stock and/or Series D-1 Preferred Stock, take any of the following actions: (i) increase or decrease the total number of authorized shares of Series D Preferred Stock and/or Series D-1 Preferred Stock; (ii) pay or declare any dividend on any shares of capital stock; (iii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Science 37 Preferred Stock or Science 37 Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Science 37 Common Stock at the original purchase price or at the lower of the original purchase price or the then current fair market value of such shares from employees, officers, directors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which Science 37 has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal; (iv) reclassify, alter or amend any existing security of Science 37 that is junior to the Series D Preferred Stock and/or the Series D-1 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series D Preferred Stock and/or the Series D-1 Preferred Stock in respect of any such right, preference or privilege; or (v) amend, alter or
|
| | | |
|
Science 37
|
| |
Combined Company
|
|
| repeal any provision of the charter or bylaws of Science 37 if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the shares of Series D Preferred Stock and/or Series D-1 Preferred Stock so as to affect them adversely. | | | | |
|
Supermajority Voting Provisions
|
| |||
| Not applicable. | | |
Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, the board of directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting entitled to vote at an election of directors.
The adoption, amendment or repeal of the Combined Company Bylaws by the stockholders shall require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote generally in an election of directors.
The following provisions in the Proposed Charter may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock entitled to vote thereon, voting together as a single class: Part B of Article IV (Capital Stock — Preferred Stock), Article V (Board of Directors), Article VI (Stockholders), Article VII (Liability), Article VIII (Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments).
|
|
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in Science 37’s charter; however, Science 37’s charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Unless otherwise provided by law or Science 37’s charter, any newly created directorship or any vacancy occurring in the Science 37 board of directors for any cause may be filled only by a majority of the remaining members of the board of directors, even if such majority is less than a quorum, or by the sole remaining director. | | | Unless otherwise provided by the Director Nomination Agreement and subject to any special rights of the holders of one or more outstanding series of preferred stock to elect directors, any vacancy on the board of directors and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. | |
|
Science 37
|
| |
Combined Company
|
|
|
Special Meeting of the Board of Directors
|
| |||
| Special meetings of the board of directors may be called by the Chief Executive Officer upon two (2) days’ notice to all directors, or by any two members of the board of directors, in like manner and on like notice. | | | The Combined Company Bylaws provide that special meetings of the Combined Company board of directors may be called by the chairperson of the Combined Company board of directors, the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the board of directors. | |
|
Amendment to Certificate of Incorporation
|
| |||
| Under Delaware law, an amendment to a charter generally requires the approval of Science 37’s board of directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class. In addition, in accordance with Science 37’s charter, (i) a majority of the voting power of the Science 37 Preferred Stock shall be required for any amendments that adversely affects the powers, preferences or rights of the Science 37 Preferred Stock; provided, however, that if any amendment, alteration or repeal affects the powers, rights, preferences, privileges or special rights of any series of Science 37 Preferred Stock adversely without so affecting the entire class of Science 37 Preferred Stock in the same manner, then the separate approval of at least 66% of the outstanding shares of such series of Preferred Stock shall be required, and (ii) a majority of the Series D Preferred Stock and/or Series D-1 Preferred Stock shall be required for amendments that alter or change the powers, preferences, or special rights of the shares of Series D Preferred Stock and/or Series D-1 Preferred Stock so as to affect them adversely. | | |
The Proposed Charter provides that the following provisions in Proposed Charter may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 and 2/3% in voting power all the then outstanding shares of Combined Company’s stock entitled to vote thereon, voting together as a single class: (i) Article IV of the Proposed Charter relating to the Combined Company’s capital stock; (ii) Article V of the Proposed Charter relating to the board of directors; (iii) Article VI of the Proposed Charter relating to relating to stockholder actions by written consent and annual and special stockholder meetings; (iv) Article VII of the Proposed Charter relating to limitation of director liability; (v) Article VIII of the Proposed Charter relating to indemnification; (vi) Article IX of the Proposed Charter relating to corporate opportunity; and (vii) Article X of the Proposed Charter relating to the amendment of the Proposed Charter.
For any other amendment, the Proposed Charter applies Delaware law, which allows an amendment to a charter generally with the affirmative vote of a majority of the outstanding shares of voting stock entitled to vote thereon, voting together as a single class.
|
|
|
Amendment of Bylaws
|
| |||
| Science 37’s bylaws may be amended, altered, rescinded or repealed by the vote of Science 37 stockholders entitled to cast at least a majority of the votes which all Science 37 stockholders are entitled to cast thereon. | | | The Proposed Charter provides that the board of directors is expressly authorized to adopt, amend or repeal the Combined Company’s bylaws. In addition, the Combined Company may adopt, amend or repeal any bylaw with the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of Combined Company’s stock entitled to vote thereon. | |
|
Quorum
|
| |||
|
Board of Directors. At any meetings of the Science 37 board of directors, a majority of the directors shall constitute a quorum for all purposes.
Stockholders. The presence in person or by proxy
|
| | Board of Directors. At all meetings of Combined Company’s board of directors, a majority of the directors will constitute a quorum for the transaction of business. | |
|
Science 37
|
| |
Combined Company
|
|
| of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting will constitute a quorum at any meeting of stockholders, unless or except to the extent that the presence of a larger number may be required by law; provided, however, that where a separate vote by a class or classes of capital stock is required by law or Science 37’s charter, the holders of a majority in voting power of the shares of such class or classes of capital stock of the corporation issued and outstanding and entitled to vote on such matter, present in person or by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. | | | Stockholders. The holders of record of a majority of the voting power of the Combined Company’s capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, constitute a quorum at all meetings of Combined Company stockholders for the transaction of business. | |
|
Stockholder Action by Written Consent
|
| |||
| Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to Science 37. | | | The Proposed Charter provides that any action required or permitted to be taken by the stockholders of the Combined Company must be effected at any annual or special meeting of stockholders may not be taken by written consent in lieu of a meeting. | |
|
Special Stockholder Meetings
|
| |||
| Special meetings of stockholders may be called at any time by the President, or the board of directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting. | | | The Proposed Charter provides that special meetings of stockholders for any purpose or purposes may be called at any time only by or at the direction of the board of directors, the chairperson of the board of directors, the chief executive officer or the president. | |
|
Notice of Stockholder Meetings
|
| |||
| Written notice of the place, date, and time of all meetings of Science 37’s stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided by law or Science 37’s charter. | | | Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the charter or the bylaws, notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. | |
|
Science 37
|
| |
Combined Company
|
|
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
| Any proper business, including the election of directors, may be transacted at the annual meeting of stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. | | |
No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in Combined Company’s notice of meeting (or any supplement thereto) delivered pursuant to the Combined Company’s bylaws, (ii) properly brought before the annual meeting by or at the direction of the board of directors or the chairperson of the board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Combined Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in the Combined Company Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the Combined Company.
The stockholder must (i) give timely notice thereof in proper written form to the Secretary of the Combined Company, and (ii) the business must be a proper matter for stockholder action. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Combined Company not less than ninety (90) or more than one-hundred twenty (120) days before the meeting. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Combined Company’s bylaws.
|
|
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
| Nominations of persons for election to the Science 37 board of directors at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in Science 37’s notice of such special meeting, may be made (i) as provided by or at the direction of the board of directors or (ii) by any stockholder of Science 37(x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in Science 37’s bylaws. | | |
Nominations of persons for election to the Combined Company board of directors may be made at an annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in Combined Company’s notice of such special meeting, (i) by or at the direction of the Combined Company board of directors or (ii) by any stockholder of the Combined Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in the bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the Combined Company.
For a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be
|
|
|
Science 37
|
| |
Combined Company
|
|
| | | | received by the Secretary at the principal executive offices of the Combined Company (i) in the case of an annual meeting, not later than the close of business not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by Combined Company. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Combined Company Bylaws. | |
|
Limitation of Liability of Directors and Officers
|
| |||
| A director of Science 37 shall not be personally liable to Science 37 or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Science 37 or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the DGCL or (iv) for any transaction from which the director derived any improper personal benefit. Any repeal or modification of this provision in Science 37’s charter by the stockholders of the Corporation shall not adversely affect any right or protection of a director of Science 37 existing at the time of, or increase the liability of any director of Science 37 with respect to any acts or omissions of such director occurring prior to, such repeal or modification. | | | A director of the Combined Company shall not be personally liable to Combined Company or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same now exists or may hereafter be amended. The amendment, repeal or modification of this provision in Proposed Charter shall not eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Combined Company existing at the time of such amendment, repeal, adoption or modification. | |
|
Indemnification of Directors, Officers, Employees and Agents
|
| |||
| To the fullest extent permitted by applicable law, Science 37 is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of Science 37 (and any other persons to which the DGCL permits Science 37 to provide indemnification) through bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by section 145 of the DGCL, subject only to limits created by the DGCL (statutory or nonstatutory), with respect to actions for breach of duty to Science 37, its | | | Combined Company will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any director or officer of the Combined Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being a director or officer of the Combined Company or, while serving as a director or officer, is or was serving at the request of the Combined Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service | |
|
Science 37
|
| |
Combined Company
|
|
|
stockholders and others.
Any amendment, repeal or modification of this provision in Science 37’s charter shall not adversely affect any right or protection of a director, officer, employee, agent or other person existing at the time of, or increase the liability of any such person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification.
|
| |
with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such person in connection with any such proceeding.
The right to indemnification includes the right to be paid by Combined Company the expenses (including attorney’s fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses will be made only upon delivery to Combined Company of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it will ultimately be determined that the indemnitee is not entitled to be indemnified for the expenses.
Such rights will continue as to an indemnitee who has ceased to be a director or officer and will inure to the benefit of his or her estate, heirs, executors, administrators, legatees and distributees.
|
|
|
Dividends, Distributions and Stock Repurchases
|
| |||
|
Dividends upon the capital stock of Science 37, subject to the provisions of Science 37’s charter, may be declared by the board of directors from time to time and to such extent as they deem advisable.
Before Science 37’s board of directors (or, in the event of a reorganization event, the board of directors of the relevant successor parent, as applicable) shall declare a dividend upon the then outstanding shares of common stock, Science 37 shall first declare and pay to each holder of preferred stock a dividend at the then-applicable Dividend Rate described in Science 37’s charter. After payment of such dividends, any additional dividends or distributions shall be distributed among all the holders of common stock and preferred stock, with the amount and kind of dividends or distributions as would be payable in respect of the number of shares of common stock issuable upon the conversion of a share of preferred stock assuming such share of preferred stock had been converted immediately prior to the record date.
|
| | Subject to the rights of the holders of Combined Company preferred stock, and to the other provisions of the Proposed Charter, dividends in cash, property or capital stock of the Combined Company may be declared and paid ratably on the shares of the Combined Company’s capital stock out of the assets of the Combined Company which are legally available for this purpose at such times and in such amounts as the board of directors in its discretion shall determine. | |
|
Liquidation
|
| |||
| Upon any liquidation, dissolution or winding up of Science 37, after satisfaction of all liabilities and obligations to creditors of Science 37 and before any distribution or payment is made to holders of Science 37 common stock, each holder of Series D Preferred Stock and/or Series D-1 Preferred Stock shall be entitled to receive, out of the assets of | | | The Proposed Charter provides that, in the event of any liquidation, dissolution or winding up of the Combined Company, the holders of shares of Combined Company Common Stock are entitled to receive, subject to the rights and preferences of any holders of any shares of any outstanding series of preferred stock, their ratable and proportionate | |
|
Science 37
|
| |
Combined Company
|
|
|
Science 37 or proceeds thereof, the original issue price per share plus any dividends declared but unpaid thereon.
After such distributions and payments made to the holders of Series D Preferred Stock and/or Series D-1 Preferred Stock, each holder of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to receive, out of the assets of Science 37 or proceeds thereof, the original issue price per share plus any dividends declared but unpaid thereon.
After such distributions and payments made to the holders of Science 37 Preferred Stock, each holder of Science 37 Common Stock shall be entitled to receive their pro rata portion of the remainder of the assets of Science 37 or proceeds thereof available for distribution.
|
| | share of the remaining fund and assets of the Combined Company. | |
|
Stockholder Rights Plan
|
| |||
| While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | | | While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | |
| Science 37 does not have a stockholder rights plan currently in effect, but under the DGCL, Science 37’s board of directors could adopt such a plan without stockholder approval. | | | The Combined Company will not have a stockholder rights plan in effect, but under the DGCL, the Combined Company’s board of directors could adopt such a plan without stockholder approval. | |
|
Preemptive Rights
|
| |||
| Science 37’s charter and Science 37’s bylaws do not provide holders of Science 37 common stock and/or preferred stock with preemptive rights. Thus, as a general matter, if additional shares of Science 37 capital stock are issued, the current holders of Science 37 capital stock will own a proportionately smaller interest in a larger number of outstanding shares of Science 37 capital stock to the extent that they do not participate in the additional issuance. However, stockholders that are party to the Science 37 investors’ rights agreement are entitled to certain preemptive rights as provided therein. | | | There are no preemptive rights relating to shares of Combined Company Common Stock. | |
|
Duties of Directors
|
| |||
| Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Science 37’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. | | | Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Combined Company’s affairs to use that level of care which ordinarily careful and prudent persons would use in | |
|
Science 37
|
| |
Combined Company
|
|
| When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. | | | similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. | |
|
Science 37’s board of directors may exercise all such powers of Science 37 and do all such lawful acts and things as are not by statute or Science 37’s charter or bylaws directed or required to be exercised or done solely by the stockholders.
|
| | The Combined Company’s board of directors may exercise all such authority and powers of the Combined Company and do all such lawful acts and things as are not by statute or the Proposed Charter directed or required to be exercised or done solely by the stockholders. | |
|
Inspection of Books and Records; Stockholder Lists
|
| |||
| Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from Science 37’s stock ledger, a list of its stockholders and its other books and records. | | | Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from the Combined Company’s stock ledger, a list of its stockholders and its other books and records. | |
| Voting List. Science 37 will prepare and make available, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list shall not be open to the examination of any stockholder, except as required by Delaware law. The list shall be kept either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. | | | Voting List. The Combined Company will prepare, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network or (ii) during ordinary business hours at the principal executive office of the Combined Company. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting will be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. | |
|
Choice of Forum
|
| |||
| Not Applicable. | | | The Combined Company Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for (i) any derivative proceeding brought by a stockholder on behalf of the Combined Company, (ii) any proceeding asserting a claim of breach of a fiduciary duty owed by any of Combined Company’s directors, officers or stockholders, (iii) any proceeding against the Combined Company pursuant to the DGCL, its charter or its bylaws (as either may be amended from time to time) or (iv) any proceeding asserting a claim against the Combined Company governed by | |
|
Science 37
|
| |
Combined Company
|
|
| | | | the internal affairs doctrine. The Combined Company Bylaws designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Andrew McDonald, Ph.D.
|
| | | | 47 | | | |
Chairman, Chief Executive Officer and Board Member
|
|
Michael Rice
|
| | | | 56 | | | | Chief Operating Officer and Board Member | |
David Dobkin
|
| | | | 42 | | | | Chief Financial Officer and Board Member | |
Thomas Wynn
|
| | | | 52 | | | | Board Member | |
Thomas Mathers
|
| | | | 54 | | | | Board Member | |
Elizabeth Barrett
|
| | | | 58 | | | | Board Member | |
Graham Walmsley
|
| | | | 34 | | | | Board Member | |
Scott Janssen
|
| | | | 51 | | | | Board Member | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Coman
|
| | | | | | | |
Chief Executive Officer and Director
|
|
Mike Zaranek
|
| | | | 49 | | | | Chief Financial Officer | |
Darcy Forman
|
| | | | | | | | Chief Delivery Officer | |
Jonathan Cotliar
|
| | | | | | | | Chief Medical Officer | |
Steven Geffon
|
| | | | | | | | Chief Commercial Officer | |
Chris Ceppi
|
| | | | | | | | Chief Product Officer | |
John W. Hubbard
|
| | | | 64 | | | | Director | |
Neil Tiwari
|
| | | | 34 | | | | Director | |
Robert Faulkner
|
| | | | 58 | | | | Director | |
Adam Goulburn
|
| | | | 39 | | | | Director | |
Bhooshitha B. De Silva
|
| | | | 46 | | | | Director | |
Name and Principal
Position |
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Option Awards ($)(1)
|
| |
Non-Equity Incentive
Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total
|
| |||||||||||||||||||||
David Coman
|
| | | | 2020 | | | | | | 400,000 | | | | | | — | | | | | | 453,602 | | | | | | 208,000 | | | | | | 53,220(3) | | | | | | 1,114,822 | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Geffon
|
| | | | 2020 | | | | | | 325,000 | | | | | | 100,000(4) | | | | | | 90,721 | | | | | | 134,000 | | | | | | 10,350(5) | | | | | | 660,071 | | |
Chief Commercial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan Cotliar
|
| | | | 2020 | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 101,250 | | | | | | 10,350(6) | | | | | | 487,200 | | |
Chief Medical Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Named Executive Officer
|
| |
2020 Stock Options Granted
|
| |||
David Coman
|
| | | | 2,520,013 | | |
Stephen Geffon
|
| | | | 504,003 | | |
| | |
Option Awards
|
| |||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Vesting Start
Date |
| |
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
|
David Coman
|
| |
4/22/2020
|
| |
11/18/2019
|
| |
(1)(2)
|
| |
682,503
|
| |
1,837,510
|
| | | | |
0.50
|
| |
4/21/2030
|
|
Stephen Geffon
|
| |
4/22/2020
|
| |
12/9/2019
|
| |
(1)(3)
|
| |
126,000
|
| |
378.003
|
| | | | |
0.50
|
| |
4/21/2030
|
|
Jonathan Cotliar
|
| |
2/2/2017
|
| |
11/15/2016
|
| |
(1)
|
| |
100,000
|
| |
0
|
| | | | |
0.98
|
| |
2/2/2027
|
|
Jonathan Cotliar
|
| |
8/1/2017
|
| |
8/2/2017
|
| |
(4)
|
| |
33,333
|
| |
6,667
|
| | | | |
1.53
|
| |
8/1/2027
|
|
Jonathan Cotliar
|
| |
3/7/2018
|
| |
3/9/2018
|
| |
(1)
|
| |
17,747
|
| |
8,067
|
| | | | |
1.53
|
| |
3/7/2028
|
|
Jonathan Cotliar
|
| |
6/19/2019
|
| |
6/6/2019
|
| |
(4)(5)
|
| |
112,500
|
| |
187,500
|
| | | | |
0.72
|
| |
6/18/2029
|
|
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
John Hubbard
|
| | | | — | | | | | $ | 40,049.28 | | | | | | — | | | | | $ | 40,049.28 | | |
All Other Non-Employee Directors(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Coman
|
| | | | | | | |
Chief Executive Officer and Director
|
|
Mike Zaranek
|
| | | | 49 | | | | Chief Financial Officer | |
John W. Hubbard
|
| | | | 64 | | | | Director | |
Neil Tiwari
|
| | | | 34 | | | | Director | |
Robert Faulkner
|
| | | | 58 | | | | Director | |
Adam Goulburn
|
| | | | 39 | | | | Director | |
Bhooshitha B. De Silva
|
| | | | 46 | | | | Director | |
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||
| | |
Number of
Shares |
| |
Assuming
No Redemptions |
| |
Assuming Maximum
Redemptions |
| |||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||
Andrew McDonald Ph.D.(1)
|
| | | | 1,772,034(2) | | | | | | 17.7% | | | |
|
| |
|
| |
|
| |
|
|
Michael Rice(1)
|
| | | | 1,772,034(2) | | | | | | 17.7% | | | | | | | | | | | | | | |
David Dobkin(1)
|
| | | | 0 | | | | | | 0 | | | | | | | | | | | | | | |
Thomas Wynn(1)
|
| | | | 6,000 | | | | | | * | | | | | | | | | | | | | | |
Thomas Mathers(1)
|
| | | | 6,000 | | | | | | * | | | | | | | | | | | | | | |
Graham Walmsley(1)
|
| | | | 6,000 | | | | | | * | | | | | | | | | | | | | | |
Elizabeth Barrett(1)
|
| | | | 6,000 | | | | | | * | | | | | | | | | | | | | | |
Scott Janssen(1)
|
| | | | 6,000 | | | | | | * | | | | | | | | | | | | | | |
All officers and directors as a group (7 individuals)
|
| | | | | | | | | | | | | | | | | | | | | ||||
RTW Investments, LP(3)
|
| | | | 975,000 | | | | | | 9.7% | | | | | | | | | | | | | | |
BlackRock, Inc.(4)
|
| | | | 750,000 | | | | | | 7.5% | | | | | | | | | | | | | | |
Cowen and Company, LLC(5)
|
| | | | 682,776 | | | | | | 6.8% | | | | | | | | | | | | | | |
Ikarian Capital, LLC(6)
|
| | | | 512,450 | | | | | | 5.1% | | | | | | | | | | | | | | |
Foresite Capital Management(7)
|
| | | | 500,000 | | | | | | 5.0% | | | | | | | | | | | | | | |
LifeSci Holdings LLC(1)(8)
|
| | | | 1,772,034 | | | | | | 17.7% | | | | | | | | | | | | | | |
Chardan Healthcare Investments LLC(9)
|
| | | | 200,226 | | | | | | 2.0% | | | | | | | | | | | | | | |
Jonas Grossman
|
| | | | 200,226(10) | | | | | | 2.0% | | | | | | | | | | | | | | |
Name
|
| |
Aggregate
Purchase Price |
| |||
RTW Investments, LP.(1)
|
| | | $ | 30,000,000 | | |
BlackRock Health Sciences Trust II(2)
|
| | | | 15,000,000 | | |
LifeSci Venture Partners II, LP(3)
|
| | | | 1,000,000 | | |
Purchaser(1)
|
| |
Shares of Series D Preferred
Stock |
| |
Cash purchase price
|
| ||||||
Funds affiliated with Lux Capital
|
| | | | 1,616,019 | | | | | $ | 4,591,756 | | |
Pharmaceutical Product Development, LLC
|
| | | | 7,038,784 | | | | | $ | 20,000,001 | | |
Funds affiliated with Redmile Group
|
| | | | 1,308,364 | | | | | $ | 3,717,585 | | |
dRx Capital AG
|
| | | | 1,253,736 | | | | | $ | 3,562,365 | | |
Purchaser(1)
|
| |
Shares of Series D-1 Preferred
Stock |
| |
Cash purchase price
|
| ||||||
Funds affiliated with Lux Capital
|
| | | | 903,849 | | | | | $ | 3,999,993 | | |
Pharmaceutical Product Development, LLC
|
| | | | 2,259,626 | | | | | $ | 9,999,997 | | |
Funds affiliated with Redmile Group
|
| | | | 2,259,625 | | | | | $ | 9,999,993 | | |
Affiliates of dRx Capital AG
|
| | | | 45,192 | | | | | $ | 199,998 | | |
Director
|
| |
Principal stockholder
|
|
Adam Goulburn | | | Funds affiliated with Lux Capital | |
Rob Faulkner | | | Funds affiliated with Redmile Group | |
Bhooshi DeSilva | | | Pharmaceutical Product Development, LLC | |
| | |
Page
|
| |||
UNAUDITED CONDENSED FINANCIAL STATEMENTS AS OF MARCH 31, 2021: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| | |
Page
|
| |||
AUDITED CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2020: | | | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | |
| | |
Page
|
| |||
UNAUDITED Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2021 and 2020:
|
| | |||||
| | | | F-31 | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-35 | | |
| | |
Page
|
| |||
AUDITED Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019:
|
| | | | | | |
| | | | F-45 | | | |
Consolidated Financial Statements | | | | | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | |
| | |
March 31,
2021 |
| |
June 30,
2020 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 727,926 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 153,348 | | | | | | — | | |
Total Current Assets
|
| | | | 881,274 | | | | | | 25,000 | | |
Deferred offering costs
|
| | | | — | | | | | | 28,000 | | |
Cash and marketable securities held in Trust Account
|
| | | | 80,110,005 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 80,991,279 | | | | | $ | 53,000 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 89,320 | | | | | $ | 1,000 | | |
Accrued offering costs
|
| | | | — | | | | | | 28,000 | | |
Total Liabilities
|
| | | | 89,320 | | | | | | 29,000 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption, 7,590,195 shares at $10.00 per share
|
| | | | 75,901,950 | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
| | | | — | | | | | | — | | |
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,421,106 and 2,156,250 shares issued and outstanding (excluding 7,590,195 and no shares subject to possible redemption) at March 31, 2021 and June 30, 2020, respectively
|
| | | | 242 | | | | | | 216 | | |
Additional paid-in capital
|
| | | | 5,186,529 | | | | | | 24,784 | | |
Accumulated deficit
|
| | | | (186,762) | | | | | | (1,000) | | |
Total Stockholders’ Equity
|
| | | | 5,000,009 | | | | | | 24,000 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 80,991,279 | | | | | $ | 53,000 | | |
| | |
Three Months
ended March 31, 2021 |
| |
Three Months
ended March 31, 2020 |
| |
Nine Months
ended March 31, 2021 |
| |
For the Period
from December 18, 2019 (inception) Through March 31, 2020 |
| ||||||||||||
Formation and operating costs
|
| | |
$
|
119,891
|
| | | |
$
|
—
|
| | | |
$
|
205,355
|
| | | |
$
|
1,000
|
| |
Loss from operations
|
| | | | (119,891) | | | | |
|
—
|
| | | | | (205,355) | | | | | | (1,000) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 14,752 | | | | |
|
—
|
| | | | | 19,593 | | | | |
|
—
|
| |
Net loss
|
| | | | (105,139) | | | | | | — | | | | | | (185,762) | | | | | | (1,000) | | |
Weighted average shares outstanding of redeemable common stock
|
| | | | 8,009,041 | | | | |
|
—
|
| | | | | 8,009,041 | | | | |
|
—
|
| |
Basic and diluted net loss per common share
|
| | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | |
Weighted average shares outstanding of non-redeemable common stock
|
| | | | 1,990,948 | | | | | | 1,875,000 | | | | | | 1,913,085 | | | | | | 1,875,000 | | |
Basic and diluted net loss per common share
|
| | | | (0.05) | | | | | | 0.00 | | | | | | (0.10) | | | | | | 0.00 | | |
| | |
Common Stock
|
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – July 1, 2020
|
| | | | 2,156,250 | | | | | $ | 216 | | | | | $ | 24,784 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (80) | | | | | | (80) | | |
Balance – September 30, 2020
|
| | | | 2,156,250 | | | | | | 216 | | | | | | 24,784 | | | | | | (1,080) | | | | | | 23,920 | | |
Sale of 8,009,041 Public Shares, net of underwriting discounts and offering costs
|
| | | | 8,009,041 | | | | | | 801 | | | | | | 78,231,111 | | | | | | — | | | | | | 78,231,912 | | |
Sale of 3,146,454 Private Warrants
|
| | | | — | | | | | | — | | | | | | 2,831,809 | | | | | | — | | | | | | 2,831,809 | | |
Common stock subject to possible redemption
|
| | | | (7,600,709) | | | | | | (761) | | | | | | (76,006,329) | | | | | | — | | | | | | (76,007,090) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (80,543) | | | | | | (80,543) | | |
Balance – December 31, 2020
|
| | | | 2,564,582 | | | | | | 256 | | | | | | 5,081,375 | | | | | | (81,623) | | | | | | 5,000,008 | | |
Common stock subject to possible redemption
|
| | | | 10,514 | | | | | | 1 | | | | | | 105,139 | | | | | | — | | | | | | 105,140 | | |
Forfeiture of Founder Shares
|
| | | | (153,990) | | | | | | (15) | | | | | | 15 | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (105,139) | | | | | | (105,139) | | |
Balance – March 31, 2021
|
| | | | 2,421,106 | | | | | $ | 242 | | | | | $ | 5,186,529 | | | | | $ | (186,762) | | | | | $ | 5,000,009 | | |
| | |
Common Stock
|
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – December 18, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (1,000) | | | | | | (1,000) | | |
Balance – December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | (1,000) | | | | | | (1,000) | | |
Issuance of common stock to Sponsor
|
| | | | 2,156,250 | | | | | | 216 | | | | | | 24,784 | | | | |
|
—
|
| | | | | 25,000 | | |
Balance – March 31, 2020
|
| | | | 2,156,250 | | | | | $ | 216 | | | | | $ | 24,784 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
| | |
Nine Months
Ended March 31, 2021 |
| |
For the Period
from December 18, 2019 (Inception) Through March 31, 2020 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (185,762) | | | | | $ | (1,000) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (19,593) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (153,348) | | | | | | — | | |
Accounts payable and accrued expenses
|
| | | | 88,320 | | | | | | 1,000 | | |
Net cash used in operating activities
|
| | | | (270,383) | | | | | | — | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | (80,090,412) | | | | | | — | | |
Net cash used in investing activities
|
| | |
|
(80,090,412)
|
| | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of common stock to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds from sale of Public Shares, net of underwriting discounts paid
|
| | | | 78,488,602 | | | | | | — | | |
Proceeds from sale of Private Warrants
|
| | | | 2,831,809 | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | 175,000 | | | | | | — | | |
Repayment of promissory note – related party
|
| | | | (175,000) | | | | | | — | | |
Payments of offering costs
|
| | | | (256,690) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 81,063,721 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 702,926 | | | | | | 25,000 | | |
Cash – Beginning
|
| | | | 25,000 | | | | | | — | | |
Cash – Ending | | | | $ | 727,926 | | | | | $ | 25,000 | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | 76,087,640 | | | | | $ | — | | |
Change in value of common stock subject to possible redemption
|
| | | $ | (185,690) | | | | | $ | — | | |
| | |
Three Months
Ended March 31, 2021 |
| |
Three Months
Ended March 31, 2020 |
| |
Nine Months
Ended March 31, 2021 |
| |
For the Period
from December 18, 2019 (inception) Through March 31, 2020 |
| ||||||||||||
Redeemable Common Stock
|
| | |
$
|
|
| | | |
$
|
|
| | | |
$
|
|
| | | |
$
|
|
| |
Numerator: Earnings allocable to Redeemable Common Stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest Income
|
| | | | 14,752 | | | | |
|
—
|
| | | | | 19,593 | | | | |
|
—
|
| |
Income and Franchise Tax
|
| | | | (14,752) | | | | |
|
—
|
| | | | | (19,593) | | | | |
|
—
|
| |
Net earnings
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Denominator: Weighted Average
Redeemable Common Stock Redeemable Common Stock, Basic and Diluted |
| | | | 8,009,041 | | | | | | — | | | | | | 8,009,041 | | | | | | — | | |
Earnings/Basic and Diluted Redeemable Common Stock
|
| | | | 0.00 | | | | | | — | | | | | | 0.00 | | | | | | — | | |
Non-Redeemable Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: Net Loss minus Redeemable
Net Earnings |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (105,139) | | | | |
|
—
|
| | | | | (185,762) | | | | | | (1,000) | | |
Redeemable earnings
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Non-Redeemable Net Loss
|
| | | | (105,139) | | | | |
|
—
|
| | | | | (185,762) | | | | | | (1,000) | | |
Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted
|
| | | | 1,990,948 | | | | | | 1,875,000 | | | | | | 1,913,085 | | | | | | 1,875,000 | | |
Loss/Basic and Diluted Non-Redeemable Common Stock
|
| | | | (0.05) | | | | | | (0.00) | | | | | | (0.10) | | | | | | 0.00 | | |
| | |
Held-To-Maturity
|
| |
Level
|
| |
Amortized
Cost |
| |
Unrealized
Gain |
| |
Fair Value
|
| ||||||||||||
March 31, 2021
|
| |
U.S. Treasury Securities (Mature on 6/3/2021)
|
| | | | 1 | | | | | $ | 80,089,511 | | | | | $ | 8,086 | | | | | $ | 80,097,597 | | |
| | |
September 30, 2020
|
| |
June 30, 2020
|
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash
|
| | | $ | 108,725 | | | | | $ | 25,000 | | |
Other receivable
|
| | | | 25,000 | | | | | | — | | |
Total Current Assets
|
| | | | 133,725 | | | | | | 25,000 | | |
Deferred offering costs
|
| | | | 88,645 | | | | | | 28,000 | | |
TOTAL ASSETS
|
| | | $ | 222,370 | | | | | $ | 53,000 | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 1,000 | | | | | $ | 1,000 | | |
Accrued offering costs
|
| | | | 22,450 | | | | | | 28,000 | | |
Promissory note – related party
|
| | | | 175,000 | | | | | | — | | |
Total Current Liabilities
|
| | | | 198,450 | | | | | | 29,000 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Stockholder’s Equity | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 5,000,000 shares authorized; 2,156,250 shares issued and outstanding(1)
|
| | | | 216 | | | | | | 216 | | |
Additional paid-in capital
|
| | | | 24,784 | | | | | | 24,784 | | |
Accumulated deficit
|
| | | | (1,080) | | | | | | (1,000) | | |
Total Stockholder’s Equity
|
| | | | 23,920 | | | | | | 24,000 | | |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
|
| | | $ | 222,370 | | | | | $ | 53,000 | | |
| | |
Three Months Ended
September 30, 2020 |
| |
For the period
from December 18, 2019 (inception) Through June 30, 2020 |
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Formation and operating costs
|
| | | $ | 80 | | | | | $ | 1,000 | | |
Net Loss
|
| | | $ | (80) | | | | | $ | (1,000) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 1,875,000 | | | | | | 1,875,000 | | |
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – December 18, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Sponsor(1)
|
| | | | 2,156,250 | | | | | | 216 | | | | | | 24,784 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – June 30, 2020 (audited)
|
| | | | 2,156,250 | | | | | $ | 216 | | | | | $ | 24,784 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (80) | | | | | | (80) | | |
Balance – September 30, 2020 (unaudited)
|
| | | | 2,156,250 | | | | | $ | 216 | | | | | $ | 24,784 | | | | | $ | (1,080) | | | | | $ | 23,920 | | |
| | |
Three Months Ended
September 30, 2020 |
| |
For the period
from December 18, 2019 (inception) Through June 30, 2020 |
| ||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (80) | | | | | $ | (1,000) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Other receivable
|
| | | | (25,000) | | | | | | — | | |
Accrued expenses
|
| | | | — | | | | | | 1,000 | | |
Net cash used in operating activities
|
| | | | (25,080) | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of common stock to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds from promissory note – related party
|
| | | | 175,000 | | | | | | — | | |
Payment of offering costs
|
| | | | (66,195) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 108,805 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 83,725 | | | | | | 25,000 | | |
Cash – Beginning of period
|
| | | | 25,000 | | | | |
|
—
|
| |
Cash – End of period
|
| | | $ | 108,725 | | | | | $ | 25,000 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 22,450 | | | | | $ | 28,000 | | |
| | |
(unaudited)
|
| | | | | | | |||
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
23,746,233
|
| | | | $ | 32,478,948 | | |
Restricted cash
|
| | |
|
303,472
|
| | | | | 1,004,142 | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
9,061,385
|
| | | | | 11,200,252 | | |
Prepaid expenses and other current assets
|
| | |
|
2,477,671
|
| | | | | 1,364,162 | | |
Total current assets
|
| | |
|
35,588,761
|
| | | | | 46,047,504 | | |
Property and equipment, net
|
| | |
|
536,320
|
| | | | | 535,384 | | |
Operating lease right-of-use assets
|
| | |
|
1,715,646
|
| | | | | 2,210,253 | | |
Capitalized software, net
|
| | |
|
9,707,958
|
| | | | | 8,054,367 | | |
Other assets
|
| | |
|
325,784
|
| | | | | 183,718 | | |
Total assets
|
| | |
$
|
47,874,469
|
| | | | $ | 57,031,226 | | |
Liabilities, preferred stock and stockholders’ (deficit) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
2,768,501
|
| | | | $ | 4,401,874 | | |
Accrued expenses and other liabilities
|
| | |
|
6,970,867
|
| | | | | 8,762,839 | | |
Deferred revenue
|
| | |
|
5,604,104
|
| | | | | 5,136,457 | | |
Total current liabilities
|
| | |
|
15,343,472
|
| | | | | 18,301,170 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term deferred revenue
|
| | |
|
485,148
|
| | | | | 427,667 | | |
Operating lease liabilities
|
| | |
|
911,689
|
| | | | | 1,127,837 | | |
Other long-term liabilities
|
| | |
|
451,340
|
| | | | | 223,619 | | |
Total liabilities
|
| | |
|
17,191,649
|
| | | | | 20,080,293 | | |
Commitments and contingencies (Note 9) | | | | ||||||||||
Redeemable preferred stock: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 41,692,230 shares authorized, 41,587,368 issued and outstanding at March 31, 2021 and December 31, 2020
|
| | |
|
143,086,271
|
| | | | | 143,086,271 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 74,666,115 shares authorized, 3,271,804 and 2,765,097 issued and outstanding at March 31, 2021 and December 31, 2020, respectively
|
| | |
|
907
|
| | | | | 856 | | |
Additional paid-in capital
|
| | |
|
2,168,412
|
| | | | | 1,611,049 | | |
Accumulated deficit
|
| | |
|
(114,572,770)
|
| | | | | (107,747,243) | | |
Total stockholders’ deficit
|
| | |
|
(112,403,451)
|
| | | | | (106,135,338) | | |
Total liabilities, preferred stock and stockholders’ deficit
|
| | |
$
|
47,874,469
|
| | | | $ | 57,031,226 | | |
| | |
Three Months Ended March 31
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Revenues (including amounts with related parties)
|
| | |
$
|
12,438,421
|
| | | | $ | 3,066,427 | | |
Operating expenses: | | | | ||||||||||
Cost of revenues (including amounts with related parties)
|
| | |
|
8,638,334
|
| | | | | 1,604,007 | | |
Selling, general and administrative
|
| | |
|
9,163,663
|
| | | | | 5,888,413 | | |
Depreciation and amortization
|
| | |
|
1,496,749
|
| | | | | 973,330 | | |
Restructuring Costs
|
| | |
|
—
|
| | | | | 654,180 | | |
Total operating expenses
|
| | |
|
19,298,746
|
| | | | | 9,119,930 | | |
Loss from operations
|
| | |
|
(6,860,325)
|
| | | | | (6,053,503) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | |
|
759
|
| | | | | 70,332 | | |
Sublease income (including amounts with related parties)
|
| | |
|
32,600
|
| | | | | 232,294 | | |
Other income
|
| | |
|
1,439
|
| | | | | 1,706 | | |
Total other income
|
| | |
|
34,798
|
| | | | | 304,332 | | |
Net loss and other comprehensive loss
|
| | |
$
|
(6,825,527)
|
| | | | $ | (5,749,171) | | |
Loss per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (2.33) | | | | | $ | (0.68) | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | |
Weighted average shares used to compute basic and diluted net loss per share
|
| | | | 2,930,121 | | | | | | 8,408,417 | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balances at December 31, 2020
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
2,765,097
|
| | | |
$
|
856
|
| | | |
$
|
1,611,049
|
| | | |
$
|
(107,747,243)
|
| | | |
$
|
(106,135,338)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
225,623
|
| | | |
|
—
|
| | | |
|
225,623
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
506,707
|
| | | |
|
51
|
| | | |
|
331,740
|
| | | |
|
—
|
| | | |
|
331,791
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,825,527)
|
| | | |
|
(6,825,527)
|
| |
Balances at March 31, 2021
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
3,271,804
|
| | | |
$
|
907
|
| | | |
$
|
2,168,412
|
| | | |
$
|
(114,572,770)
|
| | | |
$
|
(112,403,451)
|
| |
Balances at December 31, 2019
|
| | | | 32,653,742 | | | | | $ | 106,884,111 | | | | | | | 8,396,425 | | | | | $ | 839 | | | | | $ | 1,374,318 | | | | | $ | (75,961,521) | | | | | $ | (74,586,364) | | |
Impact of adoption of ASC 842
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (111,637) | | | | | | (111,637) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32,414 | | | | | | — | | | | | | 32,414 | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 13,284 | | | | | | 2 | | | | | | 16,937 | | | | | | — | | | | | | 16,939 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,749,171) | | | | | | (5,749,171) | | |
Balances at March 31, 2020
|
| | | | 32,653,742 | | | | | $ | 106,884,111 | | | | | | | 8,409,709 | | | | | $ | 841 | | | | | $ | 1,423,669 | | | | | $ | (81,822,329) | | | | | $ | (80,397,819) | | |
| | |
Three Months Ended March 31
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(6,825,527)
|
| | | | $ | (5,749,171) | | |
Adjustments to reconcile net loss to net cash used in | | | | | | | | | | | | | |
operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
1,496,749
|
| | | | | 973,330 | | |
Amortization of operating ROU assets
|
| | |
|
494,608
|
| | | | | 457,684 | | |
Stock based compensation
|
| | |
|
225,623
|
| | | | | 32,414 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
2,138,868
|
| | | | | (571,431) | | |
Prepaid expenses and other current assets
|
| | |
|
(845,110)
|
| | | | | (352,745) | | |
Other assets
|
| | |
|
(142,066)
|
| | | | | 131,254 | | |
Accounts payable
|
| | |
|
(1,953,686)
|
| | | | | (74,426) | | |
Accrued expenses and other current liabilities
|
| | |
|
(2,213,356)
|
| | | | | 2,008,859 | | |
Deferred revenue
|
| | |
|
525,127
|
| | | | | (1,072,341) | | |
Operating lease liabilities
|
| | |
|
(216,148)
|
| | | | | (2,857,819) | | |
Other long-term liabilities
|
| | |
|
227,721
|
| | | | | 394,297 | | |
Net cash used in operating activities
|
| | |
|
(7,087,197)
|
| | | | | (6,680,095) | | |
Investing activities | | | | | | | | | | | | | |
Capitalized software development costs
|
| | |
|
(2,298,739)
|
| | | | | (1,232,534) | | |
Purchases of fixed assets
|
| | |
|
(110,841)
|
| | | | | — | | |
Net cash used in investing activities
|
| | |
|
(2,409,580)
|
| | | | | (1,232,534) | | |
Financing activities | | | | | | | | | | | | | |
Cash received from stock option exercises
|
| | |
|
63,391
|
| | | | | 16,939 | | |
Net cash provided by financing activities
|
| | |
|
63,391
|
| | | | | 16,939 | | |
Net decrease in cash, cash equivalents, and restricted cash
|
| | |
|
(9,433,386)
|
| | | | | (7,895,690) | | |
Cash, cash equivalents, and restricted cash, beginning of period
|
| | |
|
33,483,090
|
| | | | | 28,808,017 | | |
Cash, cash equivalents, and restricted cash, end of year
|
| | |
$
|
24,049,704
|
| | | | $ | 20,912,327 | | |
Supplemental disclosures of non-cash activities | | | | ||||||||||
Net change in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions
|
| | |
$
|
(741,697)
|
| | | | $ | (59,299) | | |
Net change in prepaid expenses and other current assets related to stock option exercises
|
| | |
$
|
268,400
|
| | | | $ | — | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Accounts receivable
|
| | |
$
|
7,336,788
|
| | | | $ | 8,688,441 | | |
Unbilled services
|
| | |
|
1,724,597
|
| | | | | 2,511,811 | | |
Total accounts receivable and unbilled services
|
| | |
$
|
9,061,385
|
| | | | $ | 11,200,252 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Deferred revenue
|
| | |
$
|
6,089,252
|
| | | | $ | 5,564,124 | | |
| | |
2021
|
| |
2020
|
| ||||||
Common shares, beginning balance
|
| | |
|
2,765,097
|
| | | | | 8,396,425 | | |
Issuance of common shares
|
| | |
|
506,707
|
| | | | | 13,284 | | |
Common shares, ending balance
|
| | |
|
3,271,804
|
| | | | | 8,409,709 | | |
| | |
2021
|
| |
2020
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | |
$
|
(6,825,527)
|
| | | | $ | (5,749,171) | | |
Denominator: | | | | | | | | | | | | | |
Basic weighted average common shares outstanding
|
| | |
|
2,930,121
|
| | | | | 8,408,417 | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(2.33)
|
| | | | $ | (0.68) | | |
| | |
2021
|
| |
2020
|
| ||||||
Preferred stock
|
| | |
|
41,587,368
|
| | | | | 32,653,742 | | |
Stock options outstanding
|
| | |
|
8,787,919
|
| | | | | 4,946,152 | | |
Warrants outstanding
|
| | |
|
6,439
|
| | | | | 6,439 | | |
Total
|
| | |
|
50,381,726
|
| | | | | 37,606,333 | | |
| | |
Number of
Units |
| |
Weighted Average
Exercise Price |
| ||||||
Outstanding at December 31, 2020
|
| | | | 7,478,736 | | | | | $ | 0.68 | | |
Granted
|
| | | | 2,089,500 | | | | | | — | | |
Exercised
|
| | | | (481,593) | | | | | | 0.69 | | |
Forfeited
|
| | | | (243,555) | | | | | | 0.73 | | |
Outstanding at March 31, 2021
|
| | | | 8,843,088 | | | | | $ | 0.87 | | |
| | |
2021
|
| |
2020
|
| ||||||
Cost of revenues
|
| | | | 54,847 | | | | | | (69,975) | | |
Selling, general and administrative
|
| | | | 170,776 | | | | | | 102,389 | | |
Total stock-based compensation expense
|
| | | | 225,623 | | | | | | 32,414 | | |
| | |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
32,478,948
|
| | | | $ | 27,787,314 | | |
Restricted cash
|
| | |
|
1,004,142
|
| | | | | 720,703 | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
11,200,252
|
| | | | | 3,339,897 | | |
Prepaid expenses and other current assets
|
| | |
|
1,364,162
|
| | | | | 1,137,739 | | |
Total current assets
|
| | |
|
46,047,504
|
| | | | | 32,985,653 | | |
Noncurrent restricted cash
|
| | |
|
—
|
| | | | | 300,000 | | |
Property and equipment, net
|
| | |
|
535,384
|
| | | | | 626,278 | | |
Operating lease right-of-use assets
|
| | |
|
2,210,253
|
| | | | | — | | |
Capitalized software, net
|
| | |
|
8,054,367
|
| | | | | 5,868,915 | | |
Other assets
|
| | |
|
183,718
|
| | | | | 546,874 | | |
Total assets
|
| | |
$
|
57,031,226
|
| | | | $ | 40,327,720 | | |
Liabilities, preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
4,401,874
|
| | | | $ | 423,414 | | |
Accrued expenses and other liabilities
|
| | |
|
8,762,839
|
| | | | | 1,686,142 | | |
Deferred revenue
|
| | |
|
5,136,457
|
| | | | | 3,561,778 | | |
Deferred rent
|
| | |
|
—
|
| | | | | 478,603 | | |
Total current liabilities
|
| | |
|
18,301,170
|
| | | | | 6,149,937 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term deferred revenue
|
| | |
|
427,667
|
| | | | | 1,370,834 | | |
Long-term deferred rent
|
| | |
|
—
|
| | | | | 509,202 | | |
Operating lease liabilities
|
| | |
|
1,127,837
|
| | | | | — | | |
Other long-term liabilities
|
| | |
|
223,619
|
| | | | | — | | |
Total liabilities
|
| | |
|
20,080,293
|
| | | | | 8,029,973 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | |
Redeemable preferred stock: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 41,692,230 and 37,932,831 shares authorized, 41,587,368 and 32,653,742 issued and outstanding at December 31, 2020 and 2019, respectively
|
| | |
|
143,086,271
|
| | | | | 106,884,111 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 74,666,115 and 61,057,864 shares authorized, 2,765,097 and 8,396,425 issued and outstanding at December 31, 2020 and 2019, respectively
|
| | |
|
856
|
| | | | | 839 | | |
Additional paid-in capital
|
| | |
|
1,611,049
|
| | | | | 1,374,319 | | |
Accumulated deficit
|
| | |
|
(107,747,243)
|
| | | | | (75,961,522) | | |
Total stockholders’ deficit
|
| | |
|
(106,135,338)
|
| | | | | (74,586,364) | | |
Total liabilities, preferred stock and stockholders’ deficit
|
| | |
$
|
57,031,226
|
| | | | $ | 40,327,720 | | |
| | |
Year Ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Revenues (including amounts with related parties)
|
| | |
$
|
23,704,219
|
| | | | $ | 14,080,998 | | |
Operating expenses: | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | |
|
22,597,361
|
| | | | | 7,852,390 | | |
Selling, general and administrative
|
| | |
|
28,351,709
|
| | | | | 22,012,162 | | |
Depreciation and amortization
|
| | |
|
4,446,670
|
| | | | | 3,343,802 | | |
Restructuring costs
|
| | |
|
771,942
|
| | | | | — | | |
Total operating expenses
|
| | |
|
56,167,682
|
| | | | | 33,208,354 | | |
Loss from operations
|
| | |
|
(32,463,463)
|
| | | | | (19,127,356) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | |
|
77,229
|
| | | | | 625,608 | | |
Sublease income (including amounts with related parties)
|
| | |
|
709,283
|
| | | | | — | | |
Other income
|
| | |
|
2,867
|
| | | | | 32,972 | | |
Total other income
|
| | |
|
789,379
|
| | | | | 658,580 | | |
Net loss and other comprehensive loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Loss per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (3.86) | | | | | $ | (2.22) | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | |
Weighted average shares used to compute basic and diluted net loss per share
|
| | | | 8,197,409 | | | | | | 8,310,604 | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balances at December 31, 2018
|
| | | | 20,335,871 | | | | | $ | 72,155,654 | | | | | | | 8,273,865 | | | | | $ | 827 | | | | | $ | 941,902 | | | | | $ | (57,492,746) | | | | | $ | (56,550,017) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 392,566 | | | | | | — | | | | | | 392,566 | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 122,560 | | | | | | 12 | | | | | | 39,851 | | | | | | — | | | | | | 39,863 | | |
Preferred Series D issuance, net of issuance costs
|
| | | | 12,317,871 | | | | | | 34,728,457 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,468,776) | | | | | | (18,468,776) | | |
Balances at December 31, 2019
|
| | | | 32,653,742 | | | | | | 106,884,111 | | | | | | | 8,396,425 | | | | | | 839 | | | | | $ | 1,374,319 | | | | | | (75,961,522) | | | | | | (74,586,364) | | |
Impact of adoption of ASC 842
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(111,637)
|
| | | |
|
(111,637)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
122,032
|
| | | |
|
—
|
| | | |
|
122,032
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
164,886
|
| | | |
|
17
|
| | | |
|
131,785
|
| | | |
|
—
|
| | | |
|
131,802
|
| |
Preferred Series D-1 issuance, net of issuance costs
|
| | |
|
9,038,488
|
| | | |
|
39,860,073
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | |
Treasury stock
|
| | |
|
(104,862)
|
| | | |
|
(3,657,913)
|
| | | | |
|
(5,796,214)
|
| | | |
|
—
|
| | | |
|
(17,087)
|
| | | |
|
—
|
| | | |
|
(17,087)
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(31,674,084)
|
| | | |
|
(31,674,084)
|
| |
Balances at December 31, 2020
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
2,765,097
|
| | | |
$
|
856
|
| | | |
$
|
1,611,049
|
| | | |
$
|
(107,747,243)
|
| | | |
$
|
(106,135,338)
|
| |
| | |
Year Ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
4,446,670
|
| | | | | 3,343,802 | | |
Amortization of operating ROU assets
|
| | |
|
1,885,456
|
| | | | | — | | |
Stock based compensation
|
| | |
|
122,032
|
| | | | | 392,566 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
(7,860,356)
|
| | | | | 1,933,814 | | |
Prepaid expenses and other current assets
|
| | |
|
(226,423)
|
| | | | | (255,325) | | |
Other assets
|
| | |
|
363,156
|
| | | | | (142,251) | | |
Accounts payable
|
| | |
|
3,832,398
|
| | | | | (443,221) | | |
Accrued expenses and other current liabilities
|
| | |
|
6,782,108
|
| | | | | 735,379 | | |
Deferred revenue
|
| | |
|
631,513
|
| | | | | (2,889,187) | | |
Operating lease liabilities
|
| | |
|
(3,607,302)
|
| | | | | — | | |
Deferred rent
|
| | |
|
—
|
| | | | | 194,852 | | |
Other long-term liabilities
|
| | |
|
(170,677)
|
| | | | | — | | |
Net cash used in operating activities
|
| | |
|
(25,475,509)
|
| | | | | (15,598,347) | | |
Investing activities | | | | | | | | | | | | | |
Capitalized software development costs
|
| | |
|
(5,814,284)
|
| | | | | (4,429,289) | | |
Purchases of fixed assets
|
| | |
|
(352,009)
|
| | | | | (16,664) | | |
Proceeds from receipt of related party advances
|
| | | | — | | | | | | 454,200 | | |
Net cash used in investing activities
|
| | |
|
(6,166,293)
|
| | | | | (3,991,753) | | |
Financing activities | | | | | | | | | | | | | |
Proceeds from Series D-1 financing, net of issuance costs
|
| | |
|
39,860,073
|
| | | | | 34,728,457 | | |
Repurchase of common stock
|
| | |
|
(3,675,000)
|
| | | | | — | | |
Cash received from stock option exercises
|
| | |
|
131,802
|
| | | | | 39,863 | | |
Net cash provided by financing activities
|
| | |
|
36,316,875
|
| | | | | 34,768,320 | | |
Net increase in cash, cash equivalents, and restricted cash
|
| | |
|
4,675,073
|
| | | | | 15,178,220 | | |
Cash, cash equivalents, and restricted cash, beginning of period
|
| | |
|
28,808,017
|
| | | | | 13,629,797 | | |
Cash, cash equivalents, and restricted cash, end of year
|
| | |
$
|
33,483,090
|
| | | | $ | 28,808,017 | | |
Supplemental disclosures of non-cash activities | | | | ||||||||||
Net change in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions
|
| | |
$
|
(374,935)
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Compensation and benefits
|
| | |
$
|
16,696,017
|
| | | | $ | 13,094,579 | | |
Rent expense and other facilities costs
|
| | |
|
7,132,472
|
| | | | | 5,801,044 | | |
Professional fees and consultants
|
| | |
|
3,211,270
|
| | | | | 2,789,069 | | |
Legal settlement
|
| | |
|
1,125,000
|
| | | | | — | | |
Stock based compensation
|
| | |
|
186,950
|
| | | | | 327,470 | | |
Total
|
| | |
$
|
28,351,709
|
| | | | $ | 22,012,162 | | |
|
Furniture and fixtures
|
| | | | 5 years | | |
|
Computer equipment
|
| | | | 3 years | | |
|
Drug storage equipment
|
| | | | 5 years | | |
|
Leasehold improvements
|
| | | | 4 – 5 years | | |
| | |
2020
|
| |
2019
|
| ||||||
Accounts receivable
|
| | |
$
|
8,688,441
|
| | | | $ | 1,426,874 | | |
Unbilled services
|
| | |
|
2,511,811
|
| | | | | 1,913,023 | | |
Total accounts receivable and unbilled services
|
| | |
$
|
11,200,252
|
| | | | $ | 3,339,897 | | |
| | |
2020
|
| |
2019
|
| ||||||
Deferred revenue
|
| | |
$
|
5,564,124
|
| | | | $ | 4,932,612 | | |
| | |
2020
|
| |
2019
|
| ||||||
Capitalized commission cost, net
|
| | |
$
|
509,326
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Amortization of capitalized commission cost
|
| | |
$
|
(232,422)
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Furniture and fixtures
|
| | |
$
|
298,877
|
| | | | $ | 298,877 | | |
Drug storage equipment
|
| | |
|
115,054
|
| | | | | 115,054 | | |
Computer equipment
|
| | |
|
475,798
|
| | | | | 111,574 | | |
Leasehold improvements
|
| | |
|
1,239,147
|
| | | | | 1,252,885 | | |
| | | |
|
2,128,876
|
| | | | | 1,778,390 | | |
Less accumulated depreciation
|
| | |
|
(1,593,492)
|
| | | | | (1,152,112) | | |
Property and equipment, net
|
| | |
$
|
535,384
|
| | | | $ | 626,278 | | |
| | |
Amortization Expense
|
| |||
Year: | | | | | | | |
2021
|
| | | $ | 4,195,131 | | |
2022
|
| | | | 2,804,127 | | |
2023
|
| | | | 1,055,109 | | |
| | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
|
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
Amount |
| |
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
Amount |
| ||||||||||||||||||||
Capitalized software
|
| | |
$
|
18,638,249
|
| | | |
$
|
(10,583,882)
|
| | | |
$
|
8,054,367
|
| | | | $ | 12,461,245 | | | | | $ | (6,592,330) | | | | | $ | 5,868,915 | | |
| | |
Classification
|
| |
2020
|
| |||
Operating fixed lease cost
|
| |
Selling, general and administrative expenses
|
| | | $ | 2,126,662 | | |
Operating variable lease cost
|
| |
Selling, general and administrative expenses
|
| | | | 238,205 | | |
Total lease cost
|
| | | | | | $ | 2,364,867 | | |
| | |
2020
|
| |||
Supplemental cash flow | | | | | | | |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows for operating leases
|
| | | $ | 2,495,972 | | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | | | |
Operating leases
|
| | | $ | 4,095,709 | | |
Weighted average remaining lease term (years): | | | | | | | |
Operating leases
|
| | | | 2.24 | | |
Weight average discount rate: | | | | | | | |
Operating leases
|
| | | | 6.50% | | |
| | |
Operating Leases
|
| |||
2021
|
| | | $ | 1,462,045 | | |
2022
|
| | | | 801,800 | | |
2023
|
| | | | 130,332 | | |
2024
|
| | | | 134,054 | | |
2025
|
| | | | 137,888 | | |
Thereafter
|
| | | | 11,518 | | |
Total future minimum lease payments
|
| | | | 2,677,637 | | |
Less imputed interest
|
| | | | (197,263) | | |
Total
|
| | | $ | 2,480,374 | | |
Reported as of December 31, 2020: | | | | | | | |
Accrued expenses and other liabilities
|
| | | $ | 1,352,537 | | |
Operating lease liabilities
|
| | | | 1,127,837 | | |
Total
|
| | | $ | 2,480,374 | | |
|
2020
|
| | | $ | 2,325,562 | | |
|
2021
|
| | | | 1,360,130 | | |
|
2022
|
| | | | 752,532 | | |
|
2023
|
| | | | 124,068 | | |
|
2024
|
| | | | 127,790 | | |
|
Thereafter
|
| | | | 142,618 | | |
|
Total
|
| | | $ | 4,832,700 | | |
| | |
2020
|
| |||
Sublease income | | | | | | | |
Fixed
|
| | | $ | 709,283 | | |
Variable
|
| | | | 4,971 | | |
Total sublease income
|
| | | $ | 714,254 | | |
|
2021
|
| | | $ | 666,740 | | |
|
2022
|
| | | | 823,900 | | |
|
2023
|
| | | | 130,332 | | |
|
2024
|
| | | | 134,054 | | |
|
2025
|
| | | | 137,888 | | |
|
Thereafter
|
| | | | 11,517 | | |
|
Total
|
| | | $ | 1,904,431 | | |
| | |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | |
$
|
543,148
|
| | | | $ | 551,689 | | |
Good Dermatology receivable
|
| | |
|
—
|
| | | | | 448,098 | | |
Leased facility security deposit
|
| | |
|
231,901
|
| | | | | — | | |
Capitalized commission cost, net
|
| | |
|
509,326
|
| | | | | — | | |
Other
|
| | |
|
79,787
|
| | | | | 137,952 | | |
Total prepaid expenses and other current assets
|
| | |
$
|
1,364,162
|
| | | | $ | 1,137,739 | | |
| | |
2020
|
| |
2019
|
| ||||||
Professional fees
|
| | |
$
|
1,623,286
|
| | | | $ | 375,902 | | |
Compensation, including bonuses, fringe benefits, and payroll taxes
|
| | |
|
4,364,645
|
| | | | | 1,310,240 | | |
Current portion of operating lease liabilities
|
| | |
|
1,352,537
|
| | | | | — | | |
Commissions payable
|
| | |
|
197,371
|
| | | | | — | | |
Legal settlement
|
| | |
|
1,225,000
|
| | | | | — | | |
Total accrued expenses
|
| | |
$
|
8,762,839
|
| | | | $ | 1,686,142 | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred shares authorized | | | | | | | | | | | | | |
Series A preferred
|
| | |
|
6,746,233
|
| | | | | 6,746,233 | | |
Series B preferred
|
| | |
|
7,588,369
|
| | | | | 7,588,369 | | |
Series C preferred
|
| | |
|
6,001,269
|
| | | | | 6,001,269 | | |
Series D preferred
|
| | |
|
12,317,871
|
| | | | | 17,596,960 | | |
Series D1 preferred
|
| | |
|
9,038,488
|
| | | | | — | | |
Total preferred shares authorized
|
| | |
|
41,692,230
|
| | | | | 37,932,831 | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred shares issued and outstanding | | | | | | | | | | | | | |
Series A preferred
|
| | |
|
6,641,371
|
| | | | | 6,746,233 | | |
Series B preferred
|
| | |
|
7,588,369
|
| | | | | 7,588,369 | | |
Series C preferred
|
| | |
|
6,001,269
|
| | | | | 6,001,269 | | |
Series D preferred
|
| | |
|
12,317,871
|
| | | | | 12,317,871 | | |
Series D1 preferred
|
| | |
|
9,038,488
|
| | | | | — | | |
Total preferred shares issued and outstanding
|
| | |
|
41,587,368
|
| | | | | 32,653,742 | | |
| | |
2020
|
| |
2019
|
| ||||||
Common stock shares, beginning balance
|
| | |
|
8,396,425
|
| | | | | 8,273,865 | | |
Issuance of common stock
|
| | |
|
164,886
|
| | | | | 122,560 | | |
Repurchase of common stock
|
| | |
|
(5,796,214)
|
| | | | | — | | |
Common stock shares, ending balance
|
| | |
|
2,765,097
|
| | | | | 8,396,425 | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Denominator: | | | | | | | | | | | | | |
Basic weighted average common shares outstanding
|
| | |
|
8,197,409
|
| | | | | 8,310,333 | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(3.86)
|
| | | | $ | (2.22) | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred stock
|
| | |
|
36,338,255
|
| | | | | 30,610,834 | | |
Stock options outstanding
|
| | |
|
6,714,171
|
| | | | | 5,301,830 | | |
Warrants outstanding
|
| | |
|
6,439
|
| | | | | 6,439 | | |
Total
|
| | |
|
43,058,865
|
| | | | | 35,919,104 | | |
| | |
Number of
Units |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding as of January 1, 2019
|
| | | | 4,823,893 | | | | | $ | 1.20 | | | | | | 8.71 | | | | | | | | |
Granted
|
| | | | 1,654,000 | | | | | | 0.82 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (122,560) | | | | | | 0.33 | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (1,207,259) | | | | | | 1.33 | | | | | | — | | | | | | | | |
Outstanding as of January 1, 2020
|
| | | | 5,148,074 | | | | | $ | 1.10 | | | | | | 8.22 | | | | | | | | |
Granted
|
| | | | 4,704,932 | | | | | | 0.52 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (164,886) | | | | | | (0.80) | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (2,209,384) | | | | | | (1.26) | | | | | | — | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 7,478,736 | | | | | $ | 0.68 | | | | | | 8.35 | | | | | $ | 6,058,137 | | |
Exercisable at December 31, 2020
|
| | | | 3,142,881 | | | | | $ | 0.81 | | | | | | 7.30 | | | | | $ | 2,173,188 | | |
| | |
2020
|
| |
2019
|
| ||||||
Cost of revenues
|
| | | $ | (64,919) | | | | | $ | 65,096 | | |
Selling, general and administrative
|
| | | | 186,950 | | | | | | 327,470 | | |
Total stock-based compensation expense
|
| | | $ | 122,032 | | | | | $ | 392,566 | | |
| | |
2020
|
| |
2019
|
| ||||||
Total grant date fair value of stock options vested
|
| | | $ | 533,089 | | | | | $ | 643,425 | | |
| | |
2020
|
| |
2019
|
|
Expected term
|
| |
6.25 years
|
| |
2.25 years – 6.25 years
|
|
Weighted-average grant date fair value per stock option granted
|
| |
$0.23
|
| |
$0.28
|
|
Risk-free interest rate
|
| |
0.4% – 1.4%
|
| |
1.1% – 3.0%
|
|
Expected volatility
|
| |
43.5% – 46.4%
|
| |
32.3% – 37.9%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
| | |
2020
|
| |
2019
|
| ||||||
U.S. income (loss) before taxes
|
| | |
$
|
(31,666,084)
|
| | | | $ | (18,468,776) | | |
Foreign income (loss) before taxes
|
| | |
|
—
|
| | | | | — | | |
Total income (loss) before taxes
|
| | |
$
|
(31,666,084)
|
| | | | $ | (18,468,776) | | |
| | |
2020
|
| |
2019
|
| ||||||
Statutory U.S. federal rate
|
| | |
$
|
(6,649,878)
|
| | | | $ | (3,878,443) | | |
State income tax net of federal benefit
|
| | |
|
(1,141,758)
|
| | | | | (767,428) | | |
Permanent items
|
| | |
|
77,747
|
| | | | | 109,580 | | |
Other prior year adjustments
|
| | |
|
(99,275)
|
| | | | | (1,339) | | |
Rate adjustment
|
| | |
|
(12,921)
|
| | | | | 65,267 | | |
Valuation allowance
|
| | |
|
7,826,085
|
| | | | | 4,472,363 | | |
Total income tax expense (benefit)
|
| | |
$
|
—
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Net operating loss carryforwards
|
| | |
$
|
24,923,945
|
| | | | $ | 18,039,466 | | |
Amortizable assets
|
| | |
|
6,321
|
| | | | | 7,143 | | |
Equity compensation
|
| | |
|
50,118
|
| | | | | 77,916 | | |
Salaries and wages
|
| | |
|
1,048,104
|
| | | | | 151,442 | | |
Deferred rent
|
| | |
|
—
|
| | | | | 133,387 | | |
Deferred revenue
|
| | |
|
861,120
|
| | | | | 544,415 | | |
Leasehold improvements
|
| | |
|
611,657
|
| | | | | — | | |
Other
|
| | |
|
303,317
|
| | | | | 26,535 | | |
Total deferred tax assets
|
| | |
|
27,804,582
|
| | | | | 18,980,304 | | |
Less: valuation allowance
|
| | |
|
(25,316,127)
|
| | | | | (17,490,042) | | |
Net deferred tax asset
|
| | |
|
2,488,455
|
| | | | | 1,490,262 | | |
Operating lease ROU
|
| | |
|
(545,045)
|
| | | | | — | | |
Fixed assets
|
| | |
|
(1,943,410)
|
| | | | | (1,490,262) | | |
Total deferred tax liabilities
|
| | |
|
(2,488,455)
|
| | | | | (1,490,262) | | |
Net deferred tax assets (liabilities)
|
| | |
$
|
—
|
| | | | $ | — | | |
|
Unrecognized Tax Benefits – Beginning
|
| | | $ | 239,927 | | |
|
Gross increases – tax positions in prior period
|
| | | | — | | |
|
Gross decreases – tax positions in prior period
|
| | | | — | | |
|
Gross increase – current-period tax positions
|
| | | | — | | |
|
Gross decrease – current-period tax positions
|
| | | | — | | |
|
Settlements
|
| | | | — | | |
|
Lapse of statute of limitations
|
| | | | — | | |
|
Unrecognized Tax Benefits – Ending
|
| | | $ | 239,927 | | |
| | |
Page
|
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|
Exhibit A
Definitions
|
| | | |
|
Exhibit B
Form of Support Agreement
|
| | | |
|
Exhibit C
Form of Amended and Restated Registration Rights Agreement
|
| | | |
|
Exhibit D
Form of Amended and Restated Bylaws of Parent
|
| | | |
|
Exhibit E
Form of Amended and Restated Certificate of Incorporation of Parent
|
| | | |
|
Exhibit F
Sponsor Lock-Up Agreement
|
| | | |
|
Exhibit G
Director Nomination Agreement Term Sheet
|
| | | |
| | | | Sincerely, | | |||
| | | | COMPANY STOCKHOLDERS | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | COMPANY: | | |||
| | | | SCIENCE 37 HOLDINGS, INC. | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | INVESTORS: | | |||
| | | | LIFESCI HOLDINGS LLC | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | CHARDAN HEALTHCARE INVESTMENTS LLC | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | LIFESCI ACQUISITION II CORP. | | |||
| | | | By: | | |
Name: Andrew McDonald
Title: Chief Executive Officer |
|
| | | | HOLDER | | |||
| | | | LIFESCI HOLDINGS LLC | | |||
| | | | By: | | |
Name: Andrew McDonald
Title: Chief Executive Officer
Address for Notice:
LifeSci Holdings LLC
250 West 55th Street, #3401 New York, NY 10019 (646) 889-1200 Attn: Andrew McDonald Email: andrew@lifesciacquisition.com
with a copy, which shall not constitute notice, to:
Loeb and Loeb LLP
345 Park Avenue, 19th Floor New York, NY 10154 Attn: Mitchell Nussbaum Email: mnussbaum@loeb.com |
|
| | | | NUMBER OF LOCK-UP SHARES: | | |||
| | | | | | |
1,772,034 shares of Parent Common Stock
3,146,453 Parent Warrants |
|
| Name of Investor | | | Address | |
| LifeSci Holdings LLC | | |
250 W 55th St, #3401
New York, NY 10019 |
|
| Chardan Healthcare Investments LLC | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
Exhibit
|
| |
Description
|
| |
Incorporated by Reference
|
| |||||||||
|
Schedule/
Form |
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |||||
2.1# | | | | |
Form 8-K
|
| |
001-39727
|
| |
2.1
|
| |
May 7, 2021
|
| |
3.1 | | | | |
Form 8-K
|
| |
001-39727
|
| |
3.1
|
| |
November 25, 2020
|
| |
3.2 | | | | |
Form S-1/A
|
| |
333-249480
|
| |
3.3
|
| |
November 18, 2020
|
| |
3.3+ | | | Second Amended and Restated Certificate of Incorporation of Combined Company (included as Annex B to this proxy statement/prospectus). | | | | | | | | | | | | | |
3.4+ | | | Amended and Restated Bylaws of Combined Company (included as Annex C to this proxy statement/prospectus). | | | | | | | | | | | | | |
4.1 | | | | |
Form S-1/A
|
| |
333-249480
|
| |
4.1
|
| |
November 18, 2020
|
| |
4.2+ | | | Specimen Common Stock Certificate of Combined Company. | | | | | | | | | | | | | |
4.3 | | | | |
Form 8-K
|
| |
001-39727
|
| |
4.1
|
| |
November 25, 2020
|
| |
4.4+ | | | Form of Amendment to Private Warrant Agreement. | | | | | | | | | | | | | |
5.1+ | | | Opinion of Loeb & Loeb LLP regarding the validity of the securities. | | | | | | | | | | | | | |
10.1 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.1
|
| |
November 25, 2020
|
| |
10.2 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.2
|
| |
November 25, 2020
|
|
Exhibit
|
| |
Description
|
| |
Incorporated by Reference
|
| |||||||||
|
Schedule/
Form |
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |||||
10.3 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.3
|
| |
November 25, 2020
|
| |
10.4 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.4
|
| |
November 25, 2020
|
| |
10.5 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.5
|
| |
November 25, 2020
|
| |
10.6 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.6
|
| |
November 25, 2020
|
| |
10.7 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.1
|
| |
May 7, 2021
|
| |
10.8*+ | | |
Form of Indemnification Agreement.
|
| | | | | | | | | | | | |
10.9 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.2
|
| |
May 7, 2021
|
| |
10.10 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.3
|
| |
May 7, 2021
|
| |
10.11 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.4
|
| |
May 7, 2021
|
| |
10.12 | | | | |
Form 8-K
|
| |
001-39727
|
| |
10.5
|
| |
May 7, 2021
|
| |
10.13* | | | Form of 2021 Incentive Award Plan (included as Annex D to this proxy statement/prospectus). | | | | | | | | | | | | | |
10.14* | | | Form of 2021 Employee Stock Purchase Plan (included as Annex E to this proxy statement/prospectus). | | | | | | | | | | | | | |
10.15* | | | Offer Letter by and between Science 37, Inc. and David Coman, dated November 13, 2019. | | | | | | | | | | | | | |
10.16* | | | Offer Letter by and between Science 37, Inc. and Stephen Geffon, dated November 13, 2019. | | | | | | | | | | | | | |
10.17* | | | Offer Letter by and between Science 37, Inc. and Jonathan Cotliar, dated October 20, 2016. | | | | | | | | | | | | | |
22.1+ | | | List of Subsidiaries. | | | | | | | | | | | | | |
23.1 | | | | | | | | | | | | | | | |
Exhibit
|
| |
Description
|
| |
Incorporated by Reference
|
| |||||||||
|
Schedule/
Form |
| |
File Number
|
| |
Exhibits
|
| |
Filing Date
|
| |||||
23.2 | | | | | | | | | | | | | | | | |
23.3+ | | | Consent of Loeb & Loeb LLP (included in Exhibit 5.1). | | | | | | | | | | | | | |
24.1 | | | | | | | | | | | | | | | | |
99.1 | | | | | | | | | | | | | | | | |
99.2 | | | | | | | | | | | | | | | | |
99.3 | | | | | | | | | | | | | | | | |
99.4 | | | | | | | | | | | | | | | | |
99.5 | | | | | | | | | | | | | | | | |
99.6 | | | | | | | | | | | | | | | | |
99. 7+ | | | Preliminary Proxy Card. | | | | | | | | | | | | | |
101.INS | | | XBRL Instance Document. | | | | | | | | | | | | | |
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | | | | | | |
101.SCH | | | XBRL Taxonomy Extension Schema Document. | | | | | | | | | | | | | |
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | | | | | | |
101.LAB | | | XBRL Taxonomy Extension Labels Linkbase Document. | | | | | | | | | | | | | |
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Andrew McDonald
Andrew McDonald
|
| | Chairman and Chief Executive Officer (Principal Executive Officer) and Director | | |
July 27, 2021
|
|
|
/s/ David Dobkin
David Dobkin
|
| | Chief Financial Officer (Principal financial and accounting officer), Head of Strategy and Director | | |
July 27, 2021
|
|
|
/s/ Michael Rice
Michael Rice
|
| | Chief Operating Officer and Director | | |
July 27, 2021
|
|
|
/s/ Thomas Wynn
Thomas Wynn
|
| | Director | | |
July 27, 2021
|
|
|
/s/ Thomas Mathers
Thomas Mathers
|
| | Director | | |
July 27, 2021
|
|
|
/s/ Elizabeth Barrett
Elizabeth Barrett
|
| | Director | | |
July 27, 2021
|
|
|
/s/ Graham Walmsley
Graham Walmsley
|
| | Director | | |
July 27, 2021
|
|
|
/s/ Scott Janssen
Scott Janssen
|
| | Director | | |
July 27, 2021
|
|
Exhibit 10.15
David Coman
November 13, 2019
12121 Bluff Creek Drive,
Suite 100 Los Angeles, CA
90094
Phone: 984.377.3737
Fax: 888.534.6531
November 13, 2019
David Coman
Re: Offer
of Employment
Dear David,
On behalf of Science 37, Inc. ("Science 37"), I am pleased to offer you employment in the position of Chief Executive Officer, reporting to Science 37's Board of Directors (the "Board of Directors"). This letter sets out the terms of your employment relationship with Science 37, which will start on November 18, 2019, or such earlier date as may be mutually agreed upon, should you accept this offer.
If you decide to join us, your initial salary will be $33,333.33 per month, which annualizes to $400,000 per year, less applicable tax and other withholdings, paid in accordance with Science 37's normal payroll practices. In addition, you will be eligible to receive an annual discretionary bonus of up to 50% of your annualized base salary, prorated for your start date. This bonus, if any, will be based on mutually agreed corporate and individual performance objectives set forth in writing which will be subject to the discretion of and approval by the Board of Directors. For the 2020 calendar year, the parties will endeavor to establish the corporate and individual performance objectives for such bonus within the first ninety (90) days following your employment start dart. Future adjustments in compensation, if any, will be made by the Board in its sole and absolute discretion. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday or 40 hours in a workweek. In addition to being the CEO of Science 37, you will be appointed as a director of Science 37 for the duration of your employment in such position.
In addition, you will be eligible to participate in Science 37's fringe benefit plans, including health insurance premium contributions, vacation program, and 401(k) retirement savings plan in accordance with the benefit plan requirements. Science 37 may change or eliminate its benefit plans from time to time in accordance with applicable laws.
In exchange for your accepting employment with Company and remaining employed with Science 37 for a period of twelve (12) months, you will receive a one-time signing and retention bonus in the amount of $120,000 (less applicable taxes and withholdings) paid to you in advance within thirty (30) days following your employment start date. Should you decide to voluntarily terminate your employment with Science 37 or if your employment is terminated for Cause (as defined in the Severance Policy described below) by Science 37, in either case during the twelve (12) months following your employment start date, you will be responsible for paying back a prorated portion of such bonus to Science 37. Such payment will be due to Science 37 within ten (10) days of your last day of employment.
David Coman
November 13, 2019
You have expressed your desire to remain a resident of North Carolina during your employment with Science 37. To the extent you commute from North Carolina to Science 37's offices in Los Angeles, California, Science 37 will cover the reasonable monthly base rent payments for a modest apartment near Science 37 (for example, assumed to be a one-bedroom), such rent to first be approved in writing by the Chairperson of the Science 37 Audit Committee, for up to twenty-four (24) months following the start of your employment, and your coach travel incurred in connection with such commuting for the first twenty- four (24) months of your employment. Any such lease of an apartment will be entered into by Science 37, and Science 37 will bear sole responsibility for all monthly base rent payments due and payable during such initial twenty-four (24) month period (unless any additional term is approved in writing by the Science 37 Board of Directors (the "Board of Directors") on account of such lease, as well as any customary out-of-pocket early termination penalties which become payable to the landlord arising from the early termination of such lease if you have an Involuntary Termination (as defined below), and will indemnify and hold you harmless from the same. In no event shall Science 37 otherwise be responsible for any utilities associated with such apartment, or the termination thereof, or any other costs associated with such apartment, including but not limited to any amounts which may become payable on account of any damages to such apartment. We trust that you will seek to maintain these expenses in an appropriate range for an unprofitable start-up company without causing discomfort. Such expenses shall be subject to reimbursement in accordance with the Science 37 reimbursement policies as in effect from time to time.
Subject to the approval of the Board of Directors or its Compensation Committee, you will be granted an option to purchase a number of shares of Science 37's Common Stock equal to 5% of Science 37's fully-diluted capitalization as of your employment start date (the "Option"). The exercise price per share of the Option will be equal to the then-current fair market value of one share of the Common Stock of Science 37, as determined by the Board of Directors or the Compensation Committee when the Option is granted, as is required by law. The Option will be subject to the terms and conditions applicable to options granted under the Science 37, Inc. 2015 Stock Plan (as amended from time to time, the "Plan"), as described in the Plan and the applicable Stock Option Agreement, except that the Option Agreement shall provide that the Option shall be exercisable until the earlier of the date which is (i) ten (10) years after the Date of Grant (as defined in the Plan) and (ii) six (6) months following the termination of your Service (as defined in the Plan) for any reason other than Death (as defined in the Plan). You will vest in 25% of the Option shares after 12 months of continuous employment with Science 37 (the "Initial Vesting Date"), and the balance will vest in equal monthly installments over the 36 month period of continuous service from and after the Initial Vesting Date, as described in the applicable Stock Option Agreement. Notwithstanding the foregoing, if you have an Involuntary Termination (as defined in the Science 37 Severance Policy (as attached hereto as Exhibit A, the "Severance Policy")) at any time during the period beginning on the date which is 30 days prior to the closing of a transaction constituting a Liquidation Event (as described in subsection (e)(i) of Section B.2 of Article IV of the Science 37 Amended and Restated Certificate of Incorporation, as amended from time to time), and ending on the date which is the twelve (12) month anniversary of the closing of such Liquidation Event, then, subject to and contingent upon the consummation of such Liquidation Event and your satisfaction of any requirements set forth in the section titled "Conditions to Severance Benefits" in the Severance Policy, the Option shall become fully vested and exercisable as of the effective date of the Involuntary Termination.
In the event that you have an Involuntary Termination, you will be eligible to receive severance benefits in accordance with the Severance Policy or any successor or amended version of the Severance Policy as may be adopted after the date of this letter by the Board of Directors or its Compensation Committee, whichever provides greater benefits to you. Though the Severance Policy provides that C-Level employees must be employed by the Company for at least six months before they shall be eligible for severance pay, such minimum service period shall not be applicable to you, and you shall be entitled to six months' severance pay otherwise subject to the terms of the Severance Policy from the start date of your employment.
In addition, for purposes of the Severance Policy as applied to you "Involuntary Termination" shall be deemed to include any termination of your employment by you for Good Reason. "Good Reason" shall mean the occurrence, without your consent, of any of the following: (A) (i) a material reduction of your base salary as then in effect, unless (A) the reduction is made as part of, and is generally consistent with, a general reduction of base salaries of similarly situated executive officers of Science 37, or (ii) such reduction is by less than 10% of your then current base salary, (B) Science 37 materially breaches its obligations under this letter agreement, or (C) a material diminution of your duties and responsibilities so that your duties and responsibilities are no longer consistent with the position of the most senior executive officer of Science 37. For any of the above events to constitute "Good Reason," you must inform Science 37 of the occurrence of the event within 30 days following the initial occurrence of the event, after which Science 37 shall have no less than 30 days to cure the event which would otherwise constitute "Good Reason," and if Science 37 has failed to timely cure such event, you must terminate your employment with Science 37 for such Good Reason no later than 90 days after the initial occurrence of the event which prompted your resignation for Good Reason.
David Coman
November 13, 2019
By accepting this offer, you represent that you are not a party to any other agreement which will interfere with your ability to fully and satisfactorily provide the services for which you are being employed by Science 37. During your employment with Science 37, you will not breach any agreement between you and any third party to keep in confidence proprietary information, knowledge or data belonging to that third party that was acquired by you prior to your employment with Science 37. In addition, you agree that you will not disdose to Science 37, or induce Science 37 to use, any confidential or proprietary information or material belonging to any previous employer or others. You agree not to enter into any agreement, whether written or oral, in conflict with your promises in this provision. Further, by accepting this offer, you will adhere to the restrictive covenants as outlined in Science 37's Proprietary Information and Inventions Agreement to which you will become a party as a condition of your employment.
If you accept this offer, your employment with Science 37 will be "at will." This means it is not for any specific period of time and can be terminated by you at any time for any reason. Likewise, Science 37 can terminate the employment relationship at any time, with or without cause or advance notice. In addition, Science 37 reserves the right to modify your compensation, position, duties or reporting relationship to meet business needs and use its managerial discretion in deciding on appropriate discipline. Any change to the at-will employment relationship must be approved by the Board of Directors and set forth in a specific, written agreement signed by you and an authorized designee of the Board of Directors.
During your employment with Science 37, you agree that you will not engage in any work, paid or unpaid, that creates an actual conflict of interest with Science 37. Such work shall include, but is not limited to, directly or indirectly competing with Science 37 in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Science 37 is now engaged or in which Science 37 becomes engaged during your employment with Science 37, as may be determined by Science 37 in its sole discretion. If Science 37 believes such a conflict exists, Science 37 may ask you to choose to discontinue the other work or resign employment with Science 37.
This offer is contingent upon you: (1) signing Science 37's standard form of Employee Proprietary Information and Inventions Agreement; (2) affirming that you have not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts; (3) timely providing Science 37 with appropriate documents establishing your identity and right to work in the United States; (4) providing the Board of Directors with a written waiver, termination or other written assurance from a duly authorized officer or representative of eResearch Technology, Inc. ("ERT') that (i) ERT is aware of and expressly consents to your employment with Science 37 as contemplated herein, and (ii) your employment with Science 37 as contemplated herein will not violate or otherwise breach any non-competition restriction, non-solicitation restriction, confidentiality agreement, non-disclosure restriction, or other restrictive covenant or similar provision to which you are subject and/or which you previously entered into with ERT; in each such case, to the reasonable satisfaction of the Board of Directors; and (5) signing Science 37's standard form of Mutual Agreement to Mediate/Arbitrate.
David Coman
November 13, 2019
This letter, the Employee Proprietary Information and Inventions Agreement, the Mutual Agreement to Mediate/Arbitrate and the Severance Policy, constitute the entire agreement between you and Science 37 regarding the terms and conditions of your employment, and supersede all negotiations, representations or agreements, whether prior or contemporaneous, written or oral, between you and Science 37 on this subject. The provisions of this agreement, including those regarding "at will" employment, may only be modified by a document signed by you and an authorized representative of Science 37.
Any dispute or question concerning the meaning, effect, interpretation, enforcement, or validity of this letter shall be governed by and resolved in accordance with the laws of the State of North Carolina without giving effect to any choice of laws or conflict of laws rules or provisions (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of North Carolina. In furtherance of the foregoing, the internal law of the State of North Carolina shall control the interpretation and construction of this letter, even though under North Carolina's choice of law or conflict of analysis, the substantive law of some other jurisdiction would ordinarily apply. You further acknowledge and agree that the State of North Carolina bears a substantial relationship to this transaction and to my offer of employment from, and the commencement of my employment with, Science 37. Science 37 and you further agree that any dispute or controversy between the parties in any way relating to or arising under this letter shall be resolved only and exclusively in the courts of the State of North Carolina or the United States District Court for the Eastern District of North Carolina and the appellate courts having jurisdiction of appeals in such courts. Science 37 and you each submits and consent to the jurisdiction and venue of such courts and hereby waive any and all defenses and objections thereto. You agree you have sought the advice of counsel regarding your desire to remain a resident of North Carolina, and the application of North Carolina law and venue to your employment relationship with Science 37.
David, we look forward to working with you at Science 37. This offer will remain open until November 13, 2019. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of Science 37's offer on the terms set forth in this letter.
Sincerely, | ||
Science 37, Inc. | ||
/s/ Robert Faulkner | ||
Name: | Robert Faulkner | |
Title: | Chairman of the Board of Directors |
I agree to and accept employment with Science 37 on the terms and conditions set forth in this agreement. I affirm that I have not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts. I understand and agree that my employment with Company is at-will.
Date: | 11/12/19 | /s/ David Coman | |
David Coman |
David Coman
November 13, 2019
Exhibit A
Science 37, Inc. Severance Policy
Exhibit 10.16
Steve Geffon
November 13, 2019
12121 Bluff Creek Drive,
Suite 100 Los Angeles,
CA 90094
Phone: 984377.3737
Fax: 888.534.6531
November 13, 2019
Steve Geffon
Re: Offer of Employment
Dear Steve:
On behalf of Science 37, Inc. ("Science 37"), I am pleased to offer you employment in the position of Chief Commercial Officer (CCO), reporting to Science 37's Chief Executive Officer. This letter sets out the terms of your employment relationship with Science 37, which will start on December 9, 2019, or such earlier date as may be mutually agreed upon, should you accept this offer.
If you decide to join us, your initial salary will be $27,083.33 per month, which annualizes to $325,000 per year, less applicable tax and other withholdings, paid in accordance with Science 37's normal payroll practices. In addition, starting with the 2020 calendar year, you will be eligible to receive an annual discretionary bonus of up to 70% of your annualized base salary. This bonus, if any, will be based on mutually agreed corporate and individual performance objectives set forth in writing which will be subject to the discretion of and approval by the Science 37 Board of Directors (the "Board of Directors"). For the 2020 calendar year, the parties will endeavor to establish the corporate and individual performance objectives for such bonus within the first ninety (90) days following your employment start dart. Future adjustments in compensation, if any, will be made by the Board in its sole and absolute discretion. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday or 40 hours in a workweek.
In addition, you will be eligible to participate in Science 37's fringe benefit plans, including health insurance premium contributions, vacation program, and 401(k) retirement savings plan in accordance with the benefit plan requirements. Science 37 may change or eliminate its benefit plans from time to time in accordance with applicable laws.
In exchange for your accepting employment with Science 37, your employment with Science 37 starting December 9, 2019 and your remaining continuously employed with Science 37 for a period of twelve (12) months from your employment start date, you will receive a one-time retention bonus in the amount of $150,000 (less applicable taxes and withholdings) (the "Retention Bonus") paid to you in advance as follows: $50,000 within two weeks following your start date of December 9, 2019; $25,000 paid 2 weeks following end of Q1 2020, $25,000 paid 2 weeks following end of Q2 2020; $25,000 paid 2 weeks following end of Q3 2020; and $25,000 paid 2 weeks following end of Q4 2020. You will earn the Retention Bonus if you are an active employee in good standing with Science 37 on the twelve month anniversary of your employment start date (such date, the "Earn Date"). You acknowledge and agree that Science 37 is agreeing to pay the Retention Bonus in advance of it being earned by you, subject to your obligation to repay a pro-rata amount of the Retention Bonus if your employment with Science 37 ends prior to the Earn Date as described below. Should you decide to voluntarily terminate your employment with Science 37 or if your employment is terminated for Cause (as defined in the Severance Policy described below) by Science 37, in either case during the twelve (12) months following your employment start date, you will be responsible for paying back a prorated portion of such bonus to Science 37 based on the number of full months you were continuously employed in good standing with Science 37 from your employment start date through the Earn Date (the "Pro-Rata Amount"). Such payment will be due to Science 37 within ten (10) days of your last day of employment, provided, however, you further agree that Science 37 may deduct, in accordance with applicable law, said amount from your final paycheck, any vacation payout, expense reimbursement, bonus payments, and any other amounts owed to you by Science 37. Should you start after December 9, 2019, then the Retention Bonus is null and void and shall not be payable to you.
Steve Geffon
November 13, 2019
Subject to the approval of the Board of Directors or its Compensation Committee, you will be granted an option to purchase a number of shares of Science 37's Common Stock equal to 1% of Science 37's fully-diluted capitalization as of your employment start date (the "Option"). The exercise price per share of the Option will be equal to the then-current fair market value of one share of the Common Stock of Science 37, as determined by the Board of Directors or the Compensation Committee when the Option is granted, as is required by law. The Option will be subject to the terms and conditions applicable to options granted under the Science 37, Inc. 2015 Stock Plan (as amended from time to time, the "Plan"), as described in the Plan and the applicable Stock Option Agreement. You will vest in 25% of the Option shares after 12 months of continuous employment with Science 37 (the "Initial Vesting Date"), and the balance will vest in equal monthly installments over the 36 month period of continuous service from and after the Initial Vesting Date, as described in the applicable Stock Option Agreement. Notwithstanding the foregoing, if you have an Involuntary Termination (as defined in the Science 37 Severance Policy as in effect from time to time (the "Severance Policy")) at any time during the period beginning on the date which is 30 days prior to the closing of a transaction constituting a Liquidation Event (as described in subsection (e)(i) of Section B.2 of Article IV of the Science 37 Amended and Restated Certificate of Incorporation, as amended from time to time), and ending on the date which is the twelve (12) month anniversary of the closing of such Liquidation Event, then, subject to and contingent upon the consummation of such Liquidation Event and your satisfaction of any requirements set forth in the section titled "Conditions to Severance Benefits" in the Severance Policy, the Option shall become fully vested and exercisable as of the effective date of the Involuntary Termination.
By accepting this offer, you represent that you are not a party to any other agreement which will interfere with your ability to fully and satisfactorily provide the services for which you are being employed by Science 37. During your employment with Science 37, you will not breach any agreement between you and any third party to keep in confidence proprietary information, knowledge or data belonging to that third party that was acquired by you prior to your employment with Science 37. In addition, you agree that you will not disclose to Science 37, or induce Science 37 to use, any confidential or proprietary information or material belonging to any previous employer or others. You agree not to enter into any agreement, whether written or oral, in conflict with your promises in this provision. Further, by accepting this offer, you will adhere to the restrictive covenants as outlined in Science 37's Proprietary Information and Inventions Agreement to which you will become a party as a condition of your employment.
This offer is contingent upon you: (1) signing Science 37's standard form of Employee Proprietary Information and Inventions Agreement; (2) affirming that you have not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts; (3) timely providing Science 37 with appropriate documents establishing your identity and right to work in the United States; and (4) signing Science 37's standard form of Mutual Agreement to Mediate/Arbitrate.
Steve Geffon
November 13, 2019
Steve, we look forward to working with you at Science 37. This offer will remain open until November 15, 2019. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of Science 37's offer on the terms set forth in this letter.
Sincerely, | ||
Science 37, Inc. | ||
/s/ Robert Faulkner | ||
Name: | Robert Faulkner | |
Title: | Chairman of the Board of Directors |
I agree to and accept employment with Science 37 on the terms and conditions set forth in this agreement. I affirm that I have not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts. I understand and agree that my employment with Science 37 is at-will.
Date: | 11/15/2019 | /s/ Steve Geffon | |
Steve Geffon |
Exhibit 10.17
5875 Green Valley Circle, Suite 100
Culver City, CA 90230
Phone: 984.377.3737
Fax: 888.534.6531
October 20, 2016
Jonathan Cotliar, M.D.
Re: Offer of Employment
Dear Jonathan,
On behalf of Science 37, Inc. (“Science 37”), I am pleased to offer you employment in the position of Vice President of Medical Affairs, reporting to Belinda Tan, M.D., Ph.D., Chief Medical Officer. Your responsibilities in this position would include but not be limited to: advising on trial execution and overseeing trial operations from a medical and investigator standpoint; serving as Principal Investigator in Dermatology trials, as needed; responding to sponsor questions regarding trial feasibility; and helping establish strategic partnerships. This letter sets out the terms of your employment with Science 37, which will start on November 1, 2016 at 50% time and on January 1, 2017 at 100% time, should you accept this offer.
If you decide to join us, for the period during which you are 50% time, your salary will be $10,000 per month. When you shift to 100% time, your salary will be $20,000 per month, which annualizes to $240,000 per year, less applicable tax and other withholdings, paid in accordance with Science 37’s normal payroll practices. Future adjustments in compensation, if any, will be made by Science 37 in its sole and absolute discretion. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday or 40 hours in a workweek.
In addition, you will be eligible to participate in Science 37’s fringe benefit plans, including health insurance premium contributions, vacation program, and 401(k) retirement savings plan in accordance with the benefit plan requirements, as long as your percent time is at least 80%. Science 37 may change its benefit plans from time to time in accordance with applicable laws. You may also be eligible to participate in any incentive compensation plan that may be established by Science 37 during your employment.
To support your relocation, we will provide you with a one-time, upfront payment of $25,000 to reimburse you in advance for your relocation costs. Please submit all receipts to ensure treatment of reimbursement. Any unused portion of the $25,000 relocation expense will be treated as taxable wages subject to withholding of all applicable taxes.
As the Vice President of Medical Affairs, we will provide you $7,500 annually for conferences that are mutually determined to further the mission of Science 37 with the understanding that there will be some overlap between your professional interests in Dermatology and Science 37’s mission.
Subject to the approval of Science 37’s Board of Directors, you will be granted an option to purchase 100,000 shares of Science 37 common stock in accordance with Science 37’s Stock Option Agreement. Should the Board approve the grant, you will be required to sign the Science 37 Stock Option Plan Agreement and your option will be subject to the terms and conditions of the same. Any option granted will vest over a period of to be determined by Science 37’s Board of Directors.
Jonathan Cotliar, M.D.
October 20, 2016
Page 2
If you accept this offer, your employment with Science 37 will be “at will.” This means it is not for any specific period of time and can be terminated by you at any time for any reason. Likewise, Science 37 can terminate the employment relationship at any time, with or without cause or advance notice. In addition, Science 37 reserves the right to modify your compensation, position, duties or reporting relationship to meet business needs and use its managerial discretion in deciding on appropriate discipline.
This offer is contingent upon you: 1) signing Science 37’s standard form of Employee Proprietary Information and Inventions Agreement (a copy of which is enclosed); 2) affirming that you have not been not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts; and 3) timely providing Science 37 with appropriate documents establishing your identity and right to work in the United States.
This letter and the Employee Proprietary Information and Inventions Agreement constitute the entire agreement between you and Science 37 regarding the terms and conditions of your employment, and supersede all negotiations, representations or agreements, whether prior or contemporaneous, written or oral, between you and Science 37 on this subject. The provisions of this agreement regarding “at will” employment may only be modified by a document signed by you and an authorized representative of Science 37.
Jonathan, we look forward to working with you at Science 37. This offer will remain open until October 31, 2016. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of Science 37’s offer on the terms set forth in this letter.
Sincerely,
Science 37, Inc. |
By | /s/ Noah Craft | |
Noah Craft, M.D., Ph.D., D.T.M.H. | ||
Chief Executive Officer |
I agree to and accept employment with Science 37 on the terms and conditions set forth in this agreement. I affirm that I have not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts. I understand and agree that my employment with Company is at-will.
Date: | 11/14/16 | /s/ Jonathan Cotliar, M.D. | |
Jonathan Cotliar, M.D. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Prospectus constituting a part of this Registration Statement on Form S-4 of our report dated October 14, 2020, relating to the financial statements of LifeSci Acquisition II Corp., which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
July 27, 2021 |
Exhibit 23.2
Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated June 16, 2021, with respect to the consolidated financial statements of Science 37, Inc. included in the proxy statement/prospectus of LifeSci Acquisition II Corp. that is made a part of the Registration Statement (Form S-4) and Prospectus of LifeSci Acquisition II Corp. for the registration of shares of its common stock.
/s/Ernst & Young LLP |
Los Angeles, California
July 27, 2021
Exhibit 99.1
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: July 27, 2021 | /s/ David Coman |
David Coman |
Exhibit 99.2
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: July 27, 2021 | /s/ John W. Hubbard |
John W. Hubbard |
Exhibit 99.3
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: July 27, 2021 | /s/ Robert Faulkner |
Robert Faulkner |
Exhibit 99.4
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: July 27, 2021 | /s/ Adam Goulburn |
Adam Goulburn |
Exhibit 99.5
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: July 27, 2021 | /s/ Bhooshi DeSilva |
Bhooshi DeSilva |
Exhibit 99.6
Consent to be Named as a Director Nominee
In connection with the filing by LifeSci Acquisition II Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of LifeSci Acquisition II Corp. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: July 27, 2021 | /s/ Neil Tiwari |
Neil Tiwari |
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