0001104659-21-125559.txt : 20211012 0001104659-21-125559.hdr.sgml : 20211012 20211012215648 ACCESSION NUMBER: 0001104659-21-125559 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211006 FILED AS OF DATE: 20211012 DATE AS OF CHANGE: 20211012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forman Darcy CENTRAL INDEX KEY: 0001887134 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39727 FILM NUMBER: 211320039 MAIL ADDRESS: STREET 1: C/O LIFESCI ACQUISITION II CORP. STREET 2: 250 W 55TH STREET, #3401 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Science 37 Holdings, Inc. CENTRAL INDEX KEY: 0001819113 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 844278203 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 600 CORPORATE POINTE STREET 2: SUITE 320 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: (984)377-3737 MAIL ADDRESS: STREET 1: 600 CORPORATE POINTE STREET 2: SUITE 320 CITY: CULVER CITY STATE: CA ZIP: 90230 FORMER COMPANY: FORMER CONFORMED NAME: Lifesci Acquisition II Corp. DATE OF NAME CHANGE: 20200723 4 1 tm2129868d1_4.xml FORM 4 X0306 4 2021-10-06 0 0001819113 Science 37 Holdings, Inc. SNCE 0001887134 Forman Darcy C/O 600 CORPORATE POINTE, SUITE 320 CULVER CITY CA 90230 0 1 0 0 Chief Delivery Officer Earn-Out Right 2021-10-06 4 A 0 50428 A Common Stock 50428 50428 D Stock Option 10.05 2021-10-07 4 A 0 1020754 0 A 2031-10-07 Common Stock 1020754 1020754 D On October 6, 2021, pursuant to the Agreement and Plan of Merger, dated May 6, 2021 (the "Merger Agreement"), LifeSci Acquisition II Corp. (the "Issuer"), LifeSci Acquisition II Merger Sub, Inc. ("Merger Sub") and Science 37, Inc. ("Legacy Science 37") consummated a business combination (the "Business Combination"), in which Merger Sub merged with and into Legacy Science 37 with Legacy Science 37 surviving such merger as a wholly-owned subsidiary of the Issuer, which subsequently changed its name to "Science 37 Holdings, Inc." Pursuant to the terms of the Merger Agreement, former holders of Legacy Science 37 common stock and former holders of Legacy Science 37 options are entitled to receive their pro rata share of up to 12,500,000 additional shares of the Issuer's Common Stock (the "Earn-Out Shares") if, within the three-year period following the closing date of the Merger Agreement, the volume weighted average price of Issuer's Common Stock equals or exceeds certain thresholds. Of the Earn-Out Shares, forty percent will be issued if the volume weighted average price of the Common Stock equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive trading days, and the remaining sixty percent will be issued if the volume weighted average price of the Issuer's Common Stock equals or exceeds $20.00 per share for a period of at least 20 days out of 30 consecutive trading days. The issuance of such shares are subject to certain adjustments set forth in the Merger Agreement. The Stock Option in shall vest and become exercisable as to 25% of the shares of Common Stock subject thereto on October 7, 2022, and the remaining underlying shares will vest in equal monthly installments until fully vested on October 7, 2025, subject to the grantee's continued service as a Service Provider through each applicable vesting date. /s/ Christine Pellizzari, Attorney-in-Fact for Darcy Forman 2021-10-12