UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SCIENCE 37 HOLDINGS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Stock Options to Purchase Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
808644108
(CUSIP Number of Class of Securities)
Christine Pellizzari
Chief Legal and Human Resources Officer
Science 37 Holdings, Inc.
800 Park Offices Drive, Suite 3606
Research Triangle Park, NC 27709
(984) 377-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copies to:
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Amendment No. 2 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 2”) is filed by Science 37 Holdings, Inc., a Delaware corporation (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on April 3, 2023 (together with any amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to an offer (the “Exchange Offer”) to provide eligible participants with the opportunity to exchange outstanding eligible stock options for restricted stock units, upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for Restricted Stock Units dated April 3, 2023 (the “Offer to Exchange”), attached as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.
This Amendment No. 2 is being filed to reflect certain updates as described below. Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer to Exchange.
Page 37 of the Offer to Exchange.
Page 37 of the Offer to Exchange is amended and supplemented by replacing the third bullet under the first paragraph under “Section 15. Additional Information.” with the following:
· | the information contained in our Current Reports on Form 8-K filed with the SEC through the date of this amendment, except to the extent that information therein is furnished and not filed with the SEC. |
Item 12. Exhibits.
* Previously filed.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2023 | SCIENCE 37 HOLDINGS, INC. | |
By: | /s/ Christine Pellizzari | |
Name: | Christine Pellizzari | |
Title: | Chief Legal and Human Resources Officer |