UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to ________________
Commission file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
|
||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Science 37 Holdings, Inc.
600 Corporate Pointe, Suite 320
Culver City, CA 90230
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
The |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ¨
Indicate
by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
x | Smaller reporting company | ||
Emerging Growth Company |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the registrant’s common stock held
by non-affiliates of the registrant was $
As of December 29, 2021, there were
shares of common stock, par value $0.0001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Science 37 Holdings, Inc. (formerly known as LifeSci Acquisition II Corp.) (the “Company,” “we,” “our” or “us”) is filing this Amendment No. 2 to the Annual Report on Form 10-K, or this Amendment No. 2, to amend our Annual Report on Form 10-K for the period ended June 30, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2021 (the “Original Filing”) and subsequently amended on December 20, 2021 (“Amendment No. 1”), to update the address of our principal executive offices as reported on the cover page of the Original Filing and Amendment No. 1.
Except as described above, this Amendment No. 2 does not amend, update or change any other items or disclosures contained in the Original Filing and Amendment No. 1, and accordingly, except as described above, this Amendment No. 2 does not reflect or purport to reflect any information or events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing, Amendment No. 1 and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing.
Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 2 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV hereof is amended to include the currently dated certifications as Exhibits 31.1 and 31.2. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 2.
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) (3) Exhibits
The following exhibits are filed with this Amendment No. 2. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.
* Filed as an exhibit to the Original Filing on August 27, 2021.
** Filed herewith.
*** Furnished as an exhibit to Amendment No. 1 on December 20, 2021.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SCIENCE 37 HOLDINGS, INC. | ||
Dated: December 30, 2021 | By: | /s/ David Coman |
Name: | David Coman | |
Chief Executive Officer (Principal Executive Officer and Authorized Signatory) |