0001819113-24-000021.txt : 20240312
0001819113-24-000021.hdr.sgml : 20240312
20240312100813
ACCESSION NUMBER: 0001819113-24-000021
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240312
FILED AS OF DATE: 20240312
DATE AS OF CHANGE: 20240312
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zaranek Mike
CENTRAL INDEX KEY: 0001886590
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39727
FILM NUMBER: 24740528
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]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 844278203
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 PARK OFFICES DRIVE
STREET 2: SUITE 3606
CITY: RESEARCH TRIANGLE PARK
STATE: NC
ZIP: 27709
BUSINESS PHONE: (984) 377-3737
MAIL ADDRESS:
STREET 1: 800 PARK OFFICES DRIVE
STREET 2: SUITE 3606
CITY: RESEARCH TRIANGLE PARK
STATE: NC
ZIP: 27709
FORMER COMPANY:
FORMER CONFORMED NAME: Lifesci Acquisition II Corp.
DATE OF NAME CHANGE: 20200723
4
1
wk-form4_1710252483.xml
FORM 4
X0508
4
2024-03-12
1
0001819113
Science 37 Holdings, Inc.
SNCE
0001886590
Zaranek Mike
800 PARK OFFICES DRIVE, SUITE 3606
RESEARCH TRIANGLE PARK
NC
27709
0
1
0
0
Chief Financial Officer
0
Common Stock
2024-03-12
4
U
0
9070
5.75
D
0
D
Common Stock
2024-03-12
4
D
0
22212
5.75
D
0
D
Restricted Stock Units
2024-03-12
4
D
0
25621
D
Common Stock
25621
0
D
Earn-Out Right
2024-03-12
4
D
0
6033
D
Common Stock
6033
0
D
Stock Option
5.60
2024-03-12
4
D
0
45746
D
Common Stock
45746
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2024, among the Issuer, eMed, LLC, a Delaware limited liability company ("Parent"), and Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer ("Issuer Common Stock") at a purchase price of $5.75 per share, without interest and subject to applicable withholding taxes (the "Offer Price"). After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of March 12, 2024 (such date and time of such merger, the "Effective Time"). These shares of Issuer Common Stock were tendered for purchase pursuant to the tender offer.
Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one share of Issuer Common Stock upon vesting of the RSU.
Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to (A) the Offer Price, multiplied by (B) the number of shares of Issuer Common Stock subject to such RSU.
Pursuant to the Merger Agreement, at the Effective Time, all "Earn-Out Rights" (that is, all rights to receive Issuer Common Stock that were reserved for issuance as "Earn-Out Shares" pursuant to, and under the circumstances set forth in, Section 2.8 of the Agreement and Plan of Merger dated as of May 6, 2021 by and among the Issuer, LifeSci Acquisition II Corp. and LifeSci Acquisition II Merger Sub, Inc.) that were outstanding immediately prior to the Effective Time automatically were cancelled and ceased to exist at the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Issuer Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Offer Price, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Issuer Common Stock under such option, multiplied by (B) the total number of shares of Issuer Common Stock subject to such option immediately prior to the Effective Time.
On December 8, 2023, the Issuer effected a reverse stock split of Issuer Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Issuer Common Stock, and the exercise price and shares of Issuer Common Stock underlying outstanding equity awards, have been adjusted accordingly versus any amounts previously reported by the Reporting Person.
/s/ Christine Pellizzari, Attorney-in-Fact for Mike Zaranek
2024-03-12