UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39727

Science 37 Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		84-4278203
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 Corporate Pointe Suite 320 Culver City, CA 90230

(Address of Principal Executive Offices, including zip code)

(984) 377-3737
(Registrant’s telephone number, including area code)

LifeSci Acquisition II Corp. 250 W. 55th St., #3401 New York, NY 10019N/A
(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(s)	Name of each exchange on which registered
Shares of Common Stock, $0.0001 par value	SNCE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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. Yes ☒ No ☐

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). Yes ☒ No ☐

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
☒	Non-accelerated filer	☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of November 15, 2021, there were 10,011,301 shares of common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION		2

Item 1.	Unaudited Condensed Consolidated Financial Statements	2

	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and June 30, 2020	2

	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2021 and 2020 (unaudited)	3

	Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended September 30, 2021 and 2020 (unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2021 and 2020 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Controls and Procedures	22

PART II – OTHER INFORMATION		22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

SIGNATURES		24


	September 30,		June 30,
	2021		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	200,897	$	416,111
Prepaid expenses		88,500		121,157
Total Current Assets		289,397		537,268

Cash held in Trust Account		80,121,806		80,120,809
TOTAL ASSETS	$	80,411,203	$	80,658,077

LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$	714,561	$	131,805
Total Liabilities		714,561		131,805

Commitments and Contingencies

Common stock subject to possible redemption, 8,009,041 and shares at $10.00 per share as of September 30, 2021 and June 30, 2021		80,090,410		80,090,410

Stockholders’ (Deficit) 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; 2,002,260 shares issued and outstanding at September 30, 2021 and June 30, 2021, excluding 8,009,041 shares of common stock subject to possible redemption		201		201
Additional paid-in capital		998,110		998,110
Accumulated deficit		(1,392,079)		(562,449)
Total Stockholders’ (Deficit) Equity		(393,768)		435,862
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	80,411,203	$	80,658,077


	Three Months		Three Months
	ended		ended
	September 30, 2021		September 30, 2020
Formation and operating costs	$	830,627	$	80
Loss from operations		(830,627)		(80)

Other income:
Interest earned on marketable securities held in Trust Account		997		—

Net loss		(829,630)		(80)

Weighted average shares outstanding of common stock		10,011,301		1,875,000
Basic and diluted net loss per common share		(0.08)		0.00


	As Previously
Balance Sheet as of June 30, 2021 (audited)	Reported		Adjustment		As Revised
Common stock subject to possible redemption	$	75,526,270	$	4,564,140	$	80,090,410
Common stock	$	246	$	(45)	$	201
Additional paid-in capital	$	5,562,205	$	(4,564,095)	$	998,110
Accumulated deficit	$	(562,449)	$	—	$	(562,449)
Total Stockholders’ Equity (Deficit)	$	5,000,002	$	(4,564,140)	$	435,862


Gross proceeds	$	80,090,410
Less:
Common stock issuance costs	$	(1,858,498)
Plus:
Accretion of carrying value to redemption value	$	1,858,498
Common stock subject to possible redemption	$	80,090,410


	Three Months Ended
	September 30,
	2021
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	(829,630)
Denominator:
Basic and diluted weighted average shares outstanding		10,011,301
Basic and diluted net income (loss) per common stock	$	(0.08)


	Trading Securities	Level	Fair Value
June 30, 2021	Mutual Fund	1		80,120,809


No.		Description of Exhibit
2.1		Agreement and Plan of Merger dated as of May 6 2021, by and among LifeSci Acquisition II Corp., LifeSci Acquisition Acquisition II Merger Sub, Inc. and Science 37, Inc. (incorporated by reference to Exhibit 2.1 filed with the Company’s Form 8-K filed on May 7, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)


	SCIENCE 37 HOLDINGS, INC.

Date: November 15, 2021		/s/ David Coman
	Name:	David Coman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 15, 2021		/s/ Mike Zaranek
	Name:	Mike Zaranek
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Science 37 Holdings Inc.