| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 5 | | | |
| | | | | 14 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 29 | | | |
| | | | | 66 | | | |
| | | | | 70 | | | |
| | | | | 94 | | | |
| | | | | 97 | | | |
| | | | | 99 | | | |
| | | | | 104 | | | |
| | | | | 109 | | | |
| | | | | 111 | | | |
| | | | | 112 | | | |
| | | | | 117 | | | |
| | | | | 120 | | | |
| | | | | 124 | | | |
| | | | | 147 | | | |
| | | | | 159 | | | |
| | | | | 166 | | | |
| | | | | 169 | | | |
| | | | | 170 | | | |
| | | | | 174 | | | |
| | | | | 187 | | | |
| | | | | 188 | | | |
| | | | | 193 | | | |
| | | | | 203 | | | |
| | | | | 208 | | | |
| | | | | 212 | | | |
| | | | | 218 | | | |
| EXPERTS | | | | | 218 | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 218 | | | |
| | | | | 219 | | | |
| | | | | F-1 | | |
Equity Capitalization Summary
|
| |
Scenario 1
Assuming No Redemption |
| |
Scenario 2
Assuming Maximum Redemptions |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
LSAQ Initial Stockholders(1)
|
| | | | 2,002,260 | | | | | | 1.5% | | | | | | 2,002,260 | | | | | | 1.6% | | |
Shares from Conversion of LSAQ Private Warrants(2)
|
| | | | 3,146,453 | | | | | | 2.4% | | | | | | 3,146,453 | | | | | | 2.5% | | |
LSAQ Public Stockholders(3)
|
| | | | 8,009,041 | | | | | | 6.0% | | | | | | 456,414 | | | | | | 0.4% | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | | | | | 75.1% | | | | | | 100,000,000 | | | | | | 79.6% | | |
PIPE Shares(4)
|
| | | | 20,000,000 | | | | | | 15.0% | | | | | | 20,000,000 | | | | | | 15.9% | | |
Total common stock
|
| | | | 133,157,754 | | | | | | 100.0% | | | | | | 125,605,127 | | | | | | 100.0% | | |
| | |
Assuming No
Redemption |
| |
Assuming 25%
Redemptions |
| |
Assuming 50%
Redemptions |
| |
Assuming 75%
Redemptions |
| |
Assuming
Maximum Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| |
Number of
Shares |
| |
Book Value per
Share |
| ||||||||||||||||||||||||||||||
Base Scenario(1)
|
| | | | 110,011,301 | | | | | $ | 0.16 | | | | | | 107,694,906 | | | | | $ | (0.01) | | | | | | 105,797,358 | | | | | $ | (0.19) | | | | | | 103,899,809 | | | | | $ | (0.37) | | | | | | 102,421,106 | | | | | $ | (0.56) | | |
Conversion of
LSAQ Warrants(2) |
| | | | 113,157,754 | | | | | $ | 0.16 | | | | | | 110,841,359 | | | | | $ | (0.01) | | | | | | 108,943,811 | | | | | $ | (0.18) | | | | | | 107,046,262 | | | | | $ | (0.36) | | | | | | 105,567,559 | | | | | $ | (0.54) | | |
Issuance of PIPE Shares(3)
|
| | | | 130,011,301 | | | | | $ | 1.49 | | | | | | 127,694,906 | | | | | $ | 1.37 | | | | | | 125,797,358 | | | | | $ | 1.24 | | | | | | 123,899,809 | | | | | $ | 1.11 | | | | | | 122,421,106 | | | | | $ | 0.97 | | |
| | |
Assuming No Redemption
|
| |
Assuming 25% Redemptions
|
| |
Assuming 50% Redemptions
|
| |
Assuming 75% Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceed (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemption) |
| |
Number of
Shares Remaining |
| |
Fee as a % of
IPO Proceeds (net of Redemptions) |
| ||||||||||||||||||||||||||||||
| | | | | 8,009,041 | | | | | | 2.0% | | | | | | 5,664,470 | | | | | | 2.83% | | | | | | 3,776,314 | | | | | | 4.24% | | | | | | 1,888,157 | | | | | | 8.48% | | | | | | 456,414 | | | | | | 35.1% | | |
| | | | | | | | | | | |
Statement of Operations Data:
|
| |
For the
Period from December 18, 2019 (inception) through June 30, 2020 |
| |
Year
Ended June 30, 2021 |
| ||||||
Revenues
|
| | | $ | — | | | | | $ | — | | |
Loss from operations
|
| | | | (1,000) | | | | | | (591,846) | | |
Interest earned on investments held in Trust Account
|
| | | | — | | | | | | 30,397 | | |
Net (loss)
|
| | | | (1,000) | | | | | | (561,449) | | |
Weighted average shares outstanding – basic and diluted, redeemable common stock
|
| | | | — | | | | | | 8,009,041 | | |
Basic and diluted net income per share, redeemable common stock
|
| | | | 0.00 | | | | | | 0.00 | | |
Weighted average shares outstanding – basic and diluted, non-redeemable common stock
|
| | | | 1,875,000 | | | | | | 1,951,216 | | |
Basic and diluted net loss per share, non-redeemable common stock
|
| | | | 0.00 | | | | | | (0.29) | | |
Balance Sheet Data:
|
| |
As of
June 30, 2020 |
| |
As of
June 30, 2021 |
| ||||||
Working capital (deficit)
|
| | | $ | (4,000) | | | | | $ | 405,463 | | |
Trust Account
|
| | | | — | | | | | | 80,120,809 | | |
Total assets
|
| | | | 53,000 | | | | | | 80,658,077 | | |
Total liabilities
|
| | | | 29,000 | | | | | | 131,805 | | |
Value of common stock subject to redemption
|
| | | | — | | | | | | 75,526,270 | | |
Stockholders’ equity
|
| | | | 24,000 | | | | | | 5,000,002 | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
Consolidated Statement of Operations and Comprehensive Loss:
|
| | | | | | | | | | | | | | | | | | | | |||||
Revenues:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Revenues (including amounts with related parties)
|
| | | $ | 24,985,827 | | | | | $ | 5,957,796 | | | | | $ | 23,704,219 | | | | | $ | 14,080,998 | | |
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | | | 15,927,664 | | | | | | 3,878,171 | | | | | | 22,597,361 | | | | | | 7,852,390 | | |
Selling, general and administrative
|
| | | | 20,545,189 | | | | | | 11,568,893 | | | | | | 28,351,709 | | | | | | 22,012,162 | | |
Depreciation and amortization
|
| | | | 3,273,069 | | | | | | 2,020,623 | | | | | | 4,446,670 | | | | | | 3,343,802 | | |
Restructuring costs
|
| | | | — | | | | | | 699,473 | | | | | | 771,942 | | | | | | — | | |
Total operating expenses
|
| | | | 39,745,922 | | | | | | 18,167,160 | | | | | | 56,167,682 | | | | | | 33,208,354 | | |
Loss from operations
|
| | | | (14,760,095) | | | | | | (12,209,364) | | | | | | (32,463,463) | | | | | | (19,127,356) | | |
Other income:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 1,272 | | | | | | 74,465 | | | | | | 77,229 | | | | | | 625,608 | | |
Sublease income (including amounts with related parties)
|
| | | | 213,918 | | | | | | 464,588 | | | | | | 709,283 | | | | | | — | | |
Other income
|
| | | | 4,258 | | | | | | 4,193 | | | | | | 2,867 | | | | | | 32,972 | | |
Total other income
|
| | | | 219,448 | | | | | | 543,246 | | | | | | 789,379 | | | | | | 658,580 | | |
Net loss and other comprehensive loss
|
| | | $ | (14,540,647) | | | | | $ | (11,666,118) | | | | | $ | (31,674,084) | | | | | $ | (18,468,776) | | |
Loss per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (4.22) | | | | | $ | (1.38) | | | | | $ | (3.86) | | | | | $ | (2.22) | | |
Weighted average common shares outstanding:
|
| | | | | ||||||||||||||||||||
Weighted average shares used to
compute basic and diluted net loss per share |
| | | | 3,446,123 | | | | | | 8,425,655 | | | | | | 8,197,409 | | | | | | 8,310,604 | | |
| | |
June 30,
2021 |
| |
December 31,
|
| ||||||||||||
|
2020
|
| |
2019
|
| ||||||||||||||
Total assets
|
| | | $ | 44,068,144 | | | | | $ | 57,031,226 | | | | | $ | 40,327,720 | | |
Total liabilities
|
| | | | 19,605,056 | | | | | | 20,080,293 | | | | | | 8,029,973 | | |
Total preferred stock and stockholders’ deficit
|
| | | | 24,463,088 | | | | | | 36,950,933 | | | | | | 32,297,747 | | |
| | |
3-Month
% Stock Perf. |
| |
Valuation
|
| |
Projected Sales ($M)
|
| |
‘21 – ‘23
Sales CAGR |
| |
Implied EV/Sales Multiple
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
Equity
Value ($M) |
| |
Enterprise
Value ($M) |
| |
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Teladoc
|
| | | | -29.1% | | | | | $ | 28,767 | | | | | $ | 29,462 | | | | | $ | 1,367 | | | | | $ | 1,980 | | | | | $ | 2,614 | | | | | $ | 3,361 | | | | | $ | 4,350 | | | | | | 30.3% | | | | | | 21.6x | | | | | | 14.9x | | | | | | 11.3x | | | | | | 8.8x | | | | | | 6.8x | | |
GoodRx
|
| | | | -16.8% | | | | | $ | 15,765 | | | | | $ | 15,501 | | | | | $ | 551 | | | | | $ | 749 | | | | | $ | 1,040 | | | | | $ | 1,385 | | | | | $ | 1,871 | | | | | | 36.0% | | | | | | 28.1x | | | | | | 20.7x | | | | | | 14.9x | | | | | | 11.2x | | | | | | 8.3x | | |
1LifeHealthcare
|
| | | | -11.1% | | | | | $ | 6,129 | | | | | $ | 5,858 | | | | | $ | 380 | | | | | $ | 482 | | | | | $ | 600 | | | | | $ | 747 | | | | | $ | 471 | | | | | | 24.5% | | | | | | 15.4x | | | | | | 12.1x | | | | | | 9.8x | | | | | | 7.8x | | | | | | 12.4x | | |
American Well
|
| | | | -51.0% | | | | | $ | 4,098 | | | | | $ | 3,086 | | | | | $ | 245 | | | | | $ | 266 | | | | | $ | 339 | | | | | $ | 424 | | | | | $ | 570 | | | | | | 26.3% | | | | | | 12.6x | | | | | | 11.6x | | | | | | 9.1x | | | | | | 7.3x | | | | | | 5.4x | | |
Sema4
|
| | | | 8.1% | | | | | $ | 3,497 | | | | | $ | 2,997 | | | | | $ | 190 | | | | | $ | 265 | | | | | $ | 360 | | | | | $ | 504 | | | | | | NA | | | | | | 37.9% | | | | | | 15.8x | | | | | | 11.3x | | | | | | 8.3x | | | | | | 5.9x | | | | | | — | | |
Hims
|
| | | | -25.4% | | | | | $ | 2,345 | | | | | $ | 2,495 | | | | | $ | 149 | | | | | $ | 202 | | | | | $ | 240 | | | | | $ | 287 | | | | | $ | 393 | | | | | | 19.2% | | | | | | 16.8x | | | | | | 12.3x | | | | | | 10.4x | | | | | | 8.7x | | | | | | 6.3x | | |
Butterfly Network
|
| | | | -19.9% | | | | | $ | 2,760 | | | | | $ | 3,115 | | | | | $ | 44 | | | | | $ | 78 | | | | | $ | 138 | | | | | $ | 235 | | | | | $ | 334 | | | | | | 73.5% | | | | | | 70.8x | | | | | | 39.9x | | | | | | 22.6x | | | | | | 13.2x | | | | | | 9.3x | | |
Nano-X
|
| | | | -50.7% | | | | | $ | 1,636 | | | | | $ | 1,424 | | | | | $ | 0 | | | | | $ | 1 | | | | | $ | 51 | | | | | $ | 220 | | | | | $ | 571 | | | | | | NM | | | | | | — | | | | | | NM | | | | | | 27.8x | | | | | | 6.5x | | | | | | 2.5x | | |
Quantum-Si
|
| | | | 1.0% | | | | | $ | 1,517 | | | | | $ | 980 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 17 | | | | | $ | 49 | | | | | $ | 104 | | | | | | NM | | | | | | — | | | | | | — | | | | | | 57.7x | | | | | | 20.0x | | | | | | 9.4x | | |
Nautilus Biotech
|
| | | | 1.7% | | | | | $ | 1,479 | | | | | $ | 1,093 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 4 | | | | | $ | 17 | | | | | $ | 77 | | | | | | NM | | | | | | — | | | | | | — | | | | | | NM | | | | | | 64.3x | | | | | | 14.2x | | |
ShareCare
|
| | | | -15.1% | | | | | $ | 4,143 | | | | | $ | 3,742 | | | | | $ | 330 | | | | | $ | 396 | | | | | $ | 512 | | | | | $ | 629 | | | | | | NA | | | | | | 26.0% | | | | | | 11.3x | | | | | | 9.4x | | | | | | 7.3x | | | | | | 5.9x | | | | | | — | | |
Talkspace
|
| | | | -14.9% | | | | | $ | 1,635 | | | | | $ | 1,385 | | | | | $ | 74 | | | | | $ | 125 | | | | | $ | 205 | | | | | $ | 285 | | | | | | NA | | | | | | 51.0% | | | | | | 18.7x | | | | | | 11.1x | | | | | | 6.8x | | | | | | 4.9x | | | | | | — | | |
SomaLogic
|
| | | | NA | | | | | $ | 2,548 | | | | | $ | 1,862 | | | | | $ | 48 | | | | | $ | 33 | | | | | $ | 85 | | | | | $ | 111 | | | | | | NA | | | | | | 82.3% | | | | | | 38.8x | | | | | | 55.9x | | | | | | 21.9x | | | | | | 16.8x | | | | | | — | | |
Phreesia
|
| | | | -17.9% | | | | | $ | 2,656 | | | | | $ | 2,451 | | | | | $ | 149 | | | | | $ | 147 | | | | | $ | 184 | | | | | $ | 223 | | | | | $ | 271 | | | | | | 23.5% | | | | | | 16.5x | | | | | | 16.7x | | | | | | 13.3x | | | | | | 11.0x | | | | | | 9.1x | | |
Health Catalyst
|
| | | | 10.7% | | | | | $ | 2,517 | | | | | $ | 2,442 | | | | | $ | 189 | | | | | $ | 228 | | | | | $ | 275 | | | | | $ | 330 | | | | | $ | 397 | | | | | | 20.4% | | | | | | 12.9x | | | | | | 10.7x | | | | | | 8.9x | | | | | | 7.4x | | | | | | 6.2x | | |
Certara
|
| | | | -5.3% | | | | | $ | 5,005 | | | | | $ | 5,037 | | | | | $ | 244 | | | | | $ | 280 | | | | | $ | 321 | | | | | $ | 366 | | | | | $ | 430 | | | | | | 14.3% | | | | | | 20.7x | | | | | | 18.0x | | | | | | 15.7x | | | | | | 13.8x | | | | | | 11.7x | | |
Veeva
|
| | | | 2.3% | | | | | $ | 43,618 | | | | | $ | 42,018 | | | | | $ | 1,465 | | | | | $ | 1,448 | | | | | $ | 1,764 | | | | | $ | 2,097 | | | | | $ | 2,503 | | | | | | 20.3% | | | | | | 28.7x | | | | | | 29.0x | | | | | | 23.8x | | | | | | 20.0x | | | | | | 16.8x | | |
High
|
| | | | 10.7% | | | | | $ | 43,618 | | | | | $ | 42,018 | | | | | $ | 1,465 | | | | | $ | 1,980 | | | | | $ | 2,614 | | | | | $ | 3,361 | | | | | $ | 4,350 | | | | | | 82.3% | | | | | | 70.8x | | | | | | 55.9x | | | | | | 57.7x | | | | | | 64.3x | | | | | | 16.8x | | |
Mean | | | | | -14.6% | | | | | $ | 7,654 | | | | | $ | 7,350 | | | | | $ | 319 | | | | | $ | 393 | | | | | $ | 515 | | | | | $ | 663 | | | | | $ | 949 | | | | | | 34.7% | | | | | | 23.5x | | | | | | 19.5x | | | | | | 16.8x | | | | | | 13.7x | | | | | | 9.1x | | |
Median | | | | | -15.0% | | | | | $ | 2,760 | | | | | $ | 2,997 | | | | | $ | 189 | | | | | $ | 228 | | | | | $ | 275 | | | | | $ | 330 | | | | | $ | 430 | | | | | | 26.2% | | | | | | 17.7x | | | | | | 13.6x | | | | | | 12.3x | | | | | | 8.8x | | | | | | 9.1x | | |
Min
|
| | | | -51.0% | | | | | -$ | 686 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 4 | | | | | $ | 17 | | | | | $ | 0 | | | | | | 14.3% | | | | | | 6.8x | | | | | | 4.9x | | | | | | 2.5x | | | | | | 2.5x | | | | | | 2.5x | | |
Science 37
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 24 | | | | | $ | 52 | | | | | $ | 102 | | | | | $ | 182 | | | | | $ | 261 | | | | | | 87.1% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Science 37 Projected Sales ($M)
|
| |
2021 – 2023
Sales % CAGR |
| |||||||||||||||||||||||||||
|
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||||||
|
$24
|
| | | $ | 52 | | | | | $ | 102 | | | | | $ | 182 | | | | | $ | 261 | | | | | | 87.1% | | |
|
Enterprise Value/Sales – Science 37 Mean/Median Implied Valuation Range ($M)
|
| ||||||||||||||||||||||||
|
LTM/2020
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||
| $573 – $433 | | | | $ | 1,016 – $708 | | | | | $ | 1,718 – $1,255 | | | | | $ | 2,500 – $1,595 | | | | | $ | 2,377 – $2,362 | | |
Equity Capitalization Summary
|
| |
Scenario 1
Assuming No Redemption |
| |
Scenario 2
Assuming Maximum Redemptions |
| ||||||||||||||||||
|
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||
LSAQ Initial Stockholders(1)
|
| | | | 2,002,260 | | | | | | 1.5% | | | | | | 2,002,260 | | | | | | 1.6% | | |
Shares from Conversion of LSAQ Private Warrants(2)
|
| | | | 3,146,453 | | | | | | 2.4% | | | | | | 3,146,453 | | | | | | 2.5% | | |
LSAQ Public Stockholders(3)
|
| | | | 8,009,041 | | | | | | 6.0% | | | | | | 456,414 | | | | | | 0.4% | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | | | | | 75.1% | | | | | | 100,000,000 | | | | | | 79.6% | | |
PIPE Shares(4)
|
| | | | 20,000,000 | | | | | | 15.0% | | | | | | 20,000,000 | | | | | | 15.9% | | |
Total common stock
|
| | | | 133,157,754 | | | | | | 100.0% | | | | | | 125,605,127 | | | | | | 100.0% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Backlog
|
| | | $ | 119,430,990 | | | | | $ | 47,873,404 | | | | | $ | 71,557,586 | | | | | | 149.5% | | |
Net bookings
|
| | | | 44,109,227 | | | | | | 25,189,422 | | | | | | 18,919,805 | | | | | | 75.1% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Backlog
|
| | | $ | 59,595,561 | | | | | $ | 27,567,426 | | | | | $ | 32,028,135 | | | | | | 116.2% | | |
Net bookings
|
| | | | 55,732,354 | | | | | | 12,182,262 | | | | | | 43,550,092 | | | | | | 357.5% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 12,547,405 | | | | | $ | 2,891,369 | | | | | $ | 9,656,037 | | | | | | 334.0% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 7,289,330 | | | | | $ | 2,274,164 | | | | | $ | 5,015,167 | | | | | | 220.5% | | |
% of revenue
|
| | | | 58.1% | | | | | | 78.7% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 11,381,525 | | | | | $ | 5,680,479 | | | | | $ | 5,701,046 | | | | | | 100.4% | | |
% of revenue
|
| | | | 90.7% | | | | | | 196.5% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 1,776,320 | | | | | $ | 1,047,293 | | | | | $ | 729,027 | | | | | | 69.6% | | |
% of revenue
|
| | | | 14.2% | | | | | | 36.2% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| ||||||
Restructuring costs
|
| | | $ | — | | | | | $ | 45,293 | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 514 | | | | | $ | 4,133 | | | | | $ | (3,619) | | | | | | -87.6% | | |
Sublease income
|
| | | $ | 181,318 | | | | | $ | 232,294 | | | | | $ | (50,976) | | | | | | -21.9% | | |
Other income (expense)
|
| | | $ | 2,818 | | | | | $ | 2,487 | | | | | $ | 331 | | | | | | 13.3% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 24,985,827 | | | | | $ | 5,957,796 | | | | | $ | 19,028,031 | | | | | | 319.4% | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 15,927,664 | | | | | $ | 3,878,171 | | | | | $ | 12,049,494 | | | | | | 310.7% | | |
% of revenue
|
| | | | 63.7% | | | | | | 65.1% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 20,545,189 | | | | | $ | 11,568,893 | | | | | $ | 8,976,296 | | | | | | 77.6% | | |
% of revenue
|
| | | | 82.2% | | | | | | 194.2% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 3,273,069 | | | | | $ | 2,020,623 | | | | | $ | 1,252,446 | | | | | | 62.0% | | |
% of revenue
|
| | | | 13.1% | | | | | | 33.9% | | | | | | | | | | | | | | |
| | |
2021
|
| |
2020
|
| ||||||
Restructuring costs
|
| | | $ | — | | | | | $ | 699,473 | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 1,272 | | | | | $ | 74,465 | | | | | $ | (73,193) | | | | | | -98.3% | | |
Sublease income
|
| | | $ | 213,918 | | | | | $ | 464,588 | | | | | $ | (250,670) | | | | | | -54.0% | | |
Other income (expense)
|
| | | $ | 4,258 | | | | | $ | 4,193 | | | | | $ | 65 | | | | | | 1.5% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Revenue
|
| | | $ | 23,704,219 | | | | | $ | 14,080,998 | | | | | $ | 9,623,221 | | | | | | 68.3% | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Cost of revenues, exclusive of depreciation and amortization
|
| | | $ | 22,597,361 | | | | | $ | 7,852,390 | | | | | $ | 14,744,971 | | | | | | 187.8% | | |
% of revenue
|
| | | | 95.3% | | | | | | 55.8% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Selling, general and administrative expenses
|
| | | $ | 28,351,709 | | | | | $ | 22,012,162 | | | | | $ | 6,339,547 | | | | | | 28.8% | | |
% of revenue
|
| | | | 119.6% | | | | | | 156.3% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Depreciation and amortization
|
| | | $ | 4,446,670 | | | | | $ | 3,343,802 | | | | | $ | 1,102,868 | | | | | | 33.0% | | |
% of revenue
|
| | | | 18.8% | | | | | | 23.7% | | | | | | | | | | | | | | |
| | |
2020
|
| |
2019
|
| ||||||
Restructuring costs
|
| | | $ | 771,942 | | | | | $ | — | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||||||||
Interest income
|
| | | $ | 77,229 | | | | | $ | 625,608 | | | | | $ | (548,379) | | | | | | -87.7% | | |
Sublease income
|
| | | | 709,283 | | | | |
|
—
|
| | | | | 709,283 | | | | |
|
—
|
| |
Other income
|
| | | | 2,867 | | | | | | 32,972 | | | | | | (30,105) | | | | | | -91.3% | | |
| | |
2021
|
| |
2020
|
| ||||||
Net loss
|
| | |
$
|
(7,715,120)
|
| | | | $ | (5,916,947) | | |
Interest income
|
| | |
|
(514)
|
| | | | | (4,133) | | |
Depreciation and amortization
|
| | |
|
1,776,320
|
| | | | | 1,047,293 | | |
Other income
|
| | |
|
(184,136)
|
| | | | | (234,781) | | |
Stock-based compensation expense
|
| | |
|
689,494
|
| | | | | (135,966) | | |
Restructuring costs
|
| | |
|
—
|
| | | | | 45,293 | | |
Adjusted EBITDA
|
| | | $ | (5,433,956) | | | | |
$
|
(5,199,240)
|
| |
| | |
2021
|
| |
2020
|
| ||||||
Net loss
|
| | |
$
|
(14,540,647)
|
| | | | $ | (11,666,118) | | |
Interest income
|
| | |
|
(1,272)
|
| | | | | (74,465) | | |
Depreciation and amortization
|
| | |
|
3,273,069
|
| | | | | 2,020,623 | | |
| | |
2021
|
| |
2020
|
| ||||||
Other income
|
| | |
|
(218,176)
|
| | | | | (468,781) | | |
Stock-based compensation expense
|
| | |
|
915,117
|
| | | | | 225,623 | | |
Restructuring costs
|
| | |
|
—
|
| | | | | 699,473 | | |
Adjusted EBITDA
|
| | |
$
|
(10,571,910)
|
| | | | $ | (9,263,645) | | |
|
| | |
2020
|
| |
2019
|
| ||||||
Net loss
|
| | | $ | (31,674,084) | | | | | $ | (18,468,776) | | |
Interest income
|
| | | | (77,229) | | | | | | (625,608) | | |
Depreciation and amortization
|
| | | | 4,446,670 | | | | | | 3,343,802 | | |
Other income(1)
|
| | | | (712,150) | | | | | | (32,972) | | |
Stock-based compensation expense
|
| | | | 122,032 | | | | | | 392,566 | | |
Restructuring costs
|
| | | | 771,942 | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | (27,122,819) | | | | | $ | (15,390,988) | | |
| | |
2021
|
| |
2020
|
| |
Change
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (8,796,316) | | | | | $ | (11,244,929) | | | | | $ | 2,448,614 | | |
Net cash (used in) investing activities
|
| | | | (6,708,333) | | | | | | (2,559,698) | | | | | | (4,148,635) | | |
Net cash provided by financiing activities
|
| | | | 1,132,986 | | | | | | 72,991 | | | | | | 1,059,995 | | |
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||
Net cash (used in) operating activities
|
| | | $ | (25,475,509) | | | | | $ | (15,598,347) | | | | | $ | (9,877,162) | | |
Net cash (used in) investing activities
|
| | | | (6,166,293) | | | | | | (3,991,753) | | | | | | (2,174,540) | | |
Net cash provided by financiing activities
|
| | | | 36,316,875 | | | | | | 34,768,320 | | | | | | 1,548,555 | | |
| | |
Assuming No
Redemption of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 8,009,041 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 133,157,754 | | |
| | |
Assuming
Maximum Redemptions of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 456,414 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 125,605,127 | | |
| | | | | | | | | | | | | | |
Assuming No Redemption
of LSAQ Shares |
| |
Assuming Maximum
Redemptions of LSAQ Shares |
| ||||||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||||||||
Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and equivalents
|
| | | $ | 18,808 | | | | | $ | 416 | | | | | $ | 80,121 | | | |
2 A
|
| | | $ | 269,648 | | | | | $ | 80,121 | | | |
2 A
|
| | | $ | 194,122 | | |
| | | | | | | | | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | |
| | | | | | | | | | | | | | | | | 200,000 | | | |
2 F
|
| | | | | | | | | | 200,000 | | | |
2 F
|
| | | | | | |
| | | | | | | | | | | | | | | | | 303 | | | |
2 G
|
| | | | | | | | | | 303 | | | |
2 G
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75,526) | | | |
2 I
|
| | | | | | |
Restricted cash
|
| | | | 303 | | | | | | — | | | | | | (303) | | | |
2 G
|
| | | | — | | | | | | (303) | | | |
2 G
|
| | | | — | | |
Accounts receivable (including amounts with related
parties) |
| | | | .6,139 | | | | | | — | | | | | | — | | | | | | | | | 6,139 | | | | | | — | | | | | | | | | 6,139 | | |
Prepaid expenses and other current assets
|
| | | | 3,088 | | | | | | 121 | | | | | | — | | | | | | | | | 3,209 | | | | | | — | | | | | | | | | 3,209 | | |
Total current assets
|
| | | | 28,338 | | | | | | 537 | | | | | | 250,121 | | | | | | | | | 278,996 | | | | | | 174,595 | | | | | | | | | 203,470 | | |
Cash and marketable securities held in Trust Account
|
| | | | — | | | | | | 80,121 | | | | | | (80,121) | | | |
2 A
|
| | | | — | | | | | | (80,121) | | | |
2 A
|
| | | | — | | |
Property, plant and equipment, net
|
| | | | 687 | | | | | | — | | | | | | — | | | | | | | | | 687 | | | | | | — | | | | | | | | | 687 | | |
Capitalized software, net
|
| | | | 12,080 | | | | | | — | | | | | | — | | | | | | | | | 12,080 | | | | | | — | | | | | | | | | 12,080 | | |
Operating lease right-of-use assets
|
| | | | 2,638 | | | | | | — | | | | | | — | | | | | | | | | 2,638 | | | | | | — | | | | | | | | | 2,638 | | |
Other assets
|
| | | | 325 | | | | | | — | | | | | | — | | | | | | | | | 325 | | | | | | — | | | | | | | | | 325 | | |
Total assets
|
| | | $ | 44,068 | | | | | $ | 80,658 | | | | | $ | 170,000 | | | | | | | | $ | 294,726 | | | | | $ | 94,474 | | | | | | | | $ | 219,200 | | |
Liabilities and Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 3,624 | | | | | $ | 132 | | | | | $ | — | | | | | | | | $ | 3,756 | | | | | $ | — | | | | | | | | $ | 3,756 | | |
Accrued expenses and other liabilities. .
|
| | | | 6,513 | | | | | | — | | | | | | — | | | | | | | | | 6,513 | | | | | | — | | | | | | | | | 6,513 | | |
Deferred revenue
|
| | | | 5,735 | | | | | | — | | | | | | — | | | | | | | | | 5,735 | | | | | | — | | | | | | | | | 5,735 | | |
Total current liabilities
|
| | | | 15,872 | | | | | | 132 | | | | | | — | | | | | | | | | 16,004 | | | | | | — | | | | | | | | | 16,004 | | |
Long-term deferred revenue
|
| | | | 736 | | | | | | — | | | | | | — | | | | | | | | | 736 | | | | | | — | | | | | | | | | 736 | | |
Operating lease liabilities. .
|
| | | | 1,829 | | | | | | — | | | | | | — | | | | | | | | | 1,829 | | | | | | — | | | | | | | | | 1,829 | | |
Contingent liability for issuance of earn-out shares
|
| | | | | | | | | | | | | | | | 81,000 | | | |
2 J
|
| | | | 81,000 | | | | | | 81,000 | | | |
2 J
|
| | | | 81,000 | | |
Other long-term liabilities
|
| | | | 1,168 | | | | | | — | | | | | | — | | | | | | | | | 1,168 | | | | | | — | | | | | | | | | 1,168 | | |
Total liabilities
|
| | | | 19,605 | | | | | | 132 | | | | | | 81,000 | | | | | | | | | 100,737 | | | | | | 81,000 | | | | | | | | | 100,737 | | |
Common stock subject to possible redemptions
|
| | |
|
—
|
| | | |
|
75,526
|
| | | |
|
(75,526)
|
| | |
2 C
|
| | |
|
—
|
| | | |
|
(75,526)
|
| | |
2 C
|
| | |
|
—
|
| |
Redeemable convertible preferred stock
|
| | |
|
143,086
|
| | | |
|
—
|
| | | |
|
(143,086)
|
| | |
2 D
|
| | |
|
—
|
| | | |
|
(143,086)
|
| | |
2 D
|
| | |
|
—
|
| |
Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock, par value
|
| | | | 1 | | | | | | — | | | | | | 12 | | | |
CEF
|
| | | | 13 | | | | | | 12 | | | |
CEF
|
| | | | 13 | | |
Additional paid-in capital
|
| | | | 3,664 | | | | | | 5,562 | | | | | | (5,562) | | | |
2 C
|
| | | | 316,264 | | | | | | (5,562) | | | |
2 C
|
| | | | 240,738 | | |
| | | | | | | | | | | | | | | | | 81,087 | | | |
2 C
|
| | | | | | | | | | 81,087 | | | |
2 C
|
| | | | | | |
| | | | | | | | | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | | | | | (30,000) | | | |
2 B
|
| | | | | | |
| | | | | | | | | | | | | | | | | 143,086 | | | |
2 D
|
| | | | | | | | | | 143,086 | | | |
2 D
|
| | | | | | |
| | | | | | | | | | | | | | | | | (10) | | | |
2 E
|
| | | | | | | | | | (10) | | | |
2 E
|
| | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
2 E
|
| | | | | | | | | | 1 | | | |
2 E
|
| | | | | | |
| | | | | | | | | | | | | | | | | 199,998 | | | |
2 F
|
| | | | | | | | | | 199,998 | | | |
2 F
|
| | | | | | |
| | | | | | | | | | | | | | | | | (81,000) | | | |
2 J
|
| | | | | | | | | | (81,000) | | | |
2 J
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75,526) | | | |
2 I
|
| | | | | | |
| | | | | | | | | | | | | | | | | (562) | | | |
2 H
|
| | | | | | | | | | (562) | | | |
2 H
|
| | | | | | |
Accumulated deficit
|
| | | | (122,288) | | | | | | (562) | | | | | | 562 | | | |
2 H
|
| | | | (122,288) | | | | | | 562 | | | |
2 H
|
| | | | (122,288) | | |
Total stockholders’ equity (deficit)
|
| | | | (118,623) | | | | | | 5,000 | | | | | | 307,612 | | | | | | | | | 193,989 | | | | | | 232,086 | | | | | | | | | 118,463 | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
|
| | | $ | 44,068 | | | | | $ | 80,658 | | | | | $ | 170,000 | | | | | | | | $ | 294,726 | | | | | $ | 94,474 | | | | | | | | $ | 219,200 | | |
| | | | | |
Pro Forma Combined
|
| | | | | | | |||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| | | ||||||||||||||||
Revenues, including related party
|
| | | $ | 23,704 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 23,704 | | | | | ||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Cost of revenues
|
| | | | 22,597 | | | | | | — | | | | | | — | | | | | | | | | 22,597 | | | | | ||||
Selling, general and administrative
|
| | | | 28,351 | | | | | | 84 | | | | | | — | | | | | | | | | 28,435 | | | | | ||||
Depreciation
|
| | | | 4,447 | | | | | | — | | | | | | — | | | | | | | | | 4,447 | | | | | ||||
Restructuring costs
|
| | | | 772 | | | | | | — | | | | | | — | | | | | | | | | 772 | | | | | ||||
Total operating expenses
|
| | | | 56,167 | | | | | | 84 | | | | | | — | | | | | | | | | 56,251 | | | | | ||||
Loss from operations
|
| | | | (32,463) | | | | | | (84) | | | | | | — | | | | | | | | | (32,547) | | | | | ||||
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Interest income
|
| | | | 77 | | | | | | 5 | | | | | | (5) | | | |
K
|
| | | | 77 | | | | | ||||
Sublease income (including amounts with related parties)
|
| | | | 709 | | | | | | — | | | | | | — | | | | | | | | | 709 | | | | | ||||
Other income
|
| | | | 3 | | | | | | — | | | | | | — | | | | | | | | | 3 | | | | | ||||
Total other income
|
| | | | 789 | | | | | | 5 | | | | | | (5) | | | | | | | | | 789 | | | | | ||||
Net loss
|
| | | $ | (31,674) | | | | | $ | (79) | | | | | $ | (5) | | | | | | | | $ | (31,758) | | | | | ||||
Weighted average common shares outstanding, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 133,157,755 | | | | | ||||
Basic and diluted net loss per common share, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.24) | | | | | ||||
Weighted average common shares outstanding, assuming maximum redemptions of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 125,605,127 | | | | | ||||
Basic and diluted net loss per common share, assuming maximum redemptions of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.25) | | | | |
| | | | | |
Pro Forma Combined
|
| |||||||||||||||||||||
| | |
Science 37
Historical |
| |
LSAQ
Historical |
| |
Transaction
Accounting Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||
Revenues, including related parties
|
| | | $ | 24,986 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 24,986 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 15,928 | | | | | | — | | | | | | — | | | | | | | | | 15,928 | | |
Selling, general and administrative
|
| | | | 20,545 | | | | | | 506 | | | | | | — | | | | | | | | | 21,051 | | |
Depreciation
|
| | | | 3,273 | | | | | | — | | | | | | — | | | | | | | | | 3,273 | | |
Total operating expenses
|
| | | | 39,746 | | | | | | 506 | | | | | | — | | | | | | | | | 40,252 | | |
Loss from operations
|
| | | | (14,760) | | | | | | (506) | | | | | | — | | | | | | | | | (15,266) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 1 | | | | | | 25 | | | | | | (25) | | | |
K
|
| | | | 1 | | |
Sublease income
|
| | | | 214 | | | | | | — | | | | | | — | | | | | | | | | 214 | | |
Other income
|
| | | | 4 | | | | | | — | | | | | | — | | | | | | | | | 4 | | |
Total other income
|
| | | | 219 | | | | | | 25 | | | | | | (25) | | | | | | | | | 219 | | |
Net loss
|
| | | $ | (14,541) | | | | | $ | (481) | | | | | $ | (25) | | | | | | | | $ | (15,047) | | |
Weighted average common shares outstanding, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 133,157,755 | | |
Basic and diluted net loss per common share, assuming no redemption of LSAQ shares
|
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.11) | | |
Weighted average common shares outstanding, assuming maximum redemptions of LSAQ
shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | | 125,605,127 | | |
Basic and diluted net loss per common share, assuming maximum redemptions of LSAC
shares |
| | | | | | | | | | | | | | | | | | | |
Note 3
|
| | | $ | (0.12) | | |
| | |
Assuming No
Redemption of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 8,009,041 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 133,157,754 | | |
| | |
Assuming
Maximum Redemptions of LSAQ Shares |
| |||
LSAQ Initial Stockholders
|
| | | | 2,002,260 | | |
Shares from Conversion of LSAQ Private Warrants
|
| | | | 3,146,453 | | |
LSAQ Public Stockholders
|
| | | | 456,414 | | |
Science 37 Rollover Shares
|
| | | | 100,000,000 | | |
PIPE Shares
|
| | | | 20,000,000 | | |
Total
|
| | | | 125,605,127 | | |
| | |
Science 37
(Historical) |
| |
LSAQ
(Historical) |
| |
Pro Forma
Combined (Assuming Minimum Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||
As of and for the Six Months Ended June 30, 2021
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (26.43) | | | | | $ | 2.03 | | | | | $ | 1.46 | | | | | $ | 0.94 | | |
Net loss per non-redeemable share – basic and diluted
|
| | | $ | (4.22) | | | | | $ | (0.24) | | | | | $ | (0.11) | | | | | $ | (0.12) | | |
Weighted average non-redeemable shares outstanding – basic and diluted
|
| | | | 3,446,123 | | | | | | 1,951,216 | | | | | | 133,157,754 | | | | | | 605,127 | | |
Net loss per redeemable share – basic and diluted
|
| | | $ | (0.35) | | | | | $ | 0.00 | | | | | | N/A | | | | | | N/A | | |
Weighted average redeemable shares outstanding – basic and diluted
|
| | | | N/A | | | | | | 8,009,041 | | | | | | N/A | | | | | | N/A | | |
As of and for the Year Ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (38.38) | | | | | $ | 1.95 | | | | | | N/A | | | | | | N/A | | |
Net loss per non-redeemable share – basic and diluted(2)
|
| | | $ | (3.86) | | | | | $ | (0.04) | | | | | $ | (0.24) | | | | | $ | (0.25) | | |
Weighted average non-redeemable shares outstanding – basic and diluted
|
| | | | 8,197,409 | | | | | | 1,875,000 | | | | | | 133,157,754 | | | | | | 125,605,127 | | |
Net loss per redeemable share – basic and diluted
|
| | | $ | (0.87) | | | | | $ | 0.00 | | | | | | N/A | | | | | | N/A | | |
Weighted average redeemable shares outstanding – basic and diluted
|
| | | | N/A | | | | | | 8,009,041 | | | | | | N/A | | | | | | N/A | | |
|
Science 37
|
| |
Combined Company
|
|
|
Authorized Capital Stock
|
| |||
|
Science 37 common stock. Science 37 is currently authorized to issue 62,958,114 shares of common stock, par value $0.0001 per share. As of August 19, 2021, there were 4,533,510 shares of Science 37 Common Stock outstanding.
Science 37 preferred stock. Science 37 is currently authorized to issue 41,692,230 shares of preferred stock, par value $0.0001 per share; of such authorized and unissued shares of preferred stock, Science 37 created (i) a series of preferred stock designated as Series A Preferred Stock and is currently authorized to issue 6,746,233 shares of such Series A Preferred Stock, (ii) a series of preferred stock designated as Series B Preferred Stock and is currently authorized to issue 7,588,369 shares of such Series B Preferred Stock, (iii) a series of preferred stock designated as Series C Preferred Stock and is currently authorized to issue 6,001,269 shares of such Series B Preferred Stock, (iv) a series of preferred stock designated as Series D Preferred Stock and is currently authorized to issue 12,317,871 shares of such Series D Preferred Stock and (v) a series of preferred stock designated as Series D-1 Preferred Stock and is currently authorized to issue 9,038,488 shares of such Series D-1 Preferred Stock). As of August 19, 2021,
|
| |
Combined Company Common Stock. The Combined Company will be authorized to issue 500,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of common stock, par value $0.0001 per share and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share. As of August 19, 2021, we expect there will be 130,011,000 shares of Combined Company Common Stock outstanding following consummation of the Business Combination.
Combined Company preferred stock. Following consummation of the Business Combination, the Combined Company is not expected to have any preferred stock outstanding.
|
|
|
Science 37
|
| |
Combined Company
|
|
| there were 41,587,368 shares of Science 37 Redeemable Convertible Preferred Stock outstanding. | | | | |
|
Conversion
|
| |||
|
At any time, each holder of Science 37 preferred stock shall have the right, at such holder’s option and by delivery of written notice to Science 37, to convert any or all of such holder’s shares of preferred stock into shares of common stock at the then effective conversion rate. Each share of Series A, Series B, Series C, Series D and Series D-1 Preferred Stock is currently convertible into one share of Science 37 Common Stock.
Upon the earlier of (i) the closing of Science 37’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act, the public offering price of which is not less than $17.50 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such shares) and $30,000,000 (net of underwriting discounts and commissions) in the aggregate, or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the affirmative vote or written consent of the holders of at least a majority of the shares of Science 37 Preferred Stock then outstanding (voting together as a single class and not as separate series, and on an as-converted basis), each share of Science 37 Preferred Stock then outstanding will automatically convert, without any action on the part of any holder thereof, into shares of Science 37 Common Stock at the then effective conversion rate.
|
| | There are no conversion rights relating to the Combined Company Common Stock | |
|
Number and Qualification of Directors
|
| |||
| The number of directors that constitute the Science 37 board of directors shall be seven (7). Directors need not be stockholders. | | | Subject to the Director Nomination Agreement, the number of directors that constitutes the Combined Company board of directors shall be determined from time to time by the board of directors. Directors need not be residents of the State of Delaware or stockholders. | |
|
Structure of Board; Election of Directors
|
| |||
| The holders of Series A Preferred Stock shall be entitled to elect two directors at any election of directors. The holders of Series B Preferred Stock shall be entitled to elect one director at any election of directors. The holders of Series D Preferred Stock shall be entitled to elect one director at any election of directors. The holders of Common Stock shall be entitled to elect one director at any election of directors. The holders of Science 37 Preferred Stock and Science 37 Common Stock (voting | | |
Following the Business Combination, the members of the Combined Company board of directors will be as elected by the holders of LSAQ common stock at the Special Meeting pursuant to the Director Election Proposal.
Combined Company stockholders shall elect directors, each of whom shall hold office for an initial term ending in either 2022, 2023 or 2024, and thereafter for a term of three years or until his or her successor is duly elected and qualified, subject to
|
|
|
Science 37
|
| |
Combined Company
|
|
|
together as a single class and not as a separate series, and on an as-converted basis) shall be entitled to elect any remaining directors at any election of directors.
The stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Subject to the rights of holders of any series of preferred stock to elect directors, any vacancy on the board of directors may be filled by the board of directors.
|
| | such director’s earlier death, resignation, disqualification or removal. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect directors. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, any vacancy on the board of directors and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. | |
|
Removal of Directors
|
| |||
| Any director or the entire Science 37 board of directors may be removed, with or without cause, by the holders of a majority of the voting power of outstanding shares of capital stock entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series. | | | Subject to the rights of holders of any series of preferred stock to elect directors, any director may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least 66 and 2/3% of the voting power of the issued and outstanding shares of capital stock of the Combined Company entitled to vote in the election of directors, voting together as a single class. | |
|
Voting
|
| |||
|
Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders, except in the case of certain approvals which only require the vote of the holders of preferred stock.
The holders of preferred stock shall be entitled to vote with the holders of common stock on all matters submitted for a vote of the holders of common stock. Each share of preferred stock is entitled to a number of votes equal to the number of shares of common stock into which each such share of preferred stock is then convertible, as calculated at the then effective conversion rate at the time of the related record date. Each share of Series A, Series B, Series C, Series D and Series D-1 Preferred Stock is currently convertible into one share of Science 37 common stock.
Except for the election of directors, any matter presented to the stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast by the holders of all shares of stock of Science 37 which are present in person or by proxy and voting affirmatively or negatively thereon.
Science 37 may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of Science 37 Preferred Stock, take any of the following actions:
|
| | Each share of Combined Company Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. | |
|
Science 37
|
| |
Combined Company
|
|
| (i) liquidate, dissolve or wind-up the business and affairs of Science 37, or effect any other merger, acquisition or consolidation; (ii) amend, alter or repeal any provision of Science 37’s charter or Science 37’s bylaws; provided, however, that in order to effect any such amendment, alteration or repeal that affects the powers, rights, preferences, privileges or special rights of any series of Science 37 Preferred Stock adversely without so affecting the entire class of Preferred Stock in the same manner, then the separate approval of at least 66% of the outstanding shares of such series of Preferred Stock shall be required; (iii) pay or declare any dividend on any shares of capital stock; (iv) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock at the original purchase price or at the lower of the original purchase price or the then current fair market value of such shares from employees, officers, directors, consultants or other persons performing services for Science 37 or any subsidiary pursuant to agreements under which Science 37 has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal; (v) create, or authorize the creation of, or issue, or authorize the issuance of, any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of Science 37 and its subsidiaries for borrowed money following such action would exceed $2,000,000; (vi) create, or consummate a transaction that results in the corporation holding capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by Science 37, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of Science 37, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; change the authorized number of directors; (viii) increase the number of shares of Common Stock reserved for issuance to service providers pursuant to Science 37’s equity compensation or option plan or arrangements or authorize or create any new equity incentive plan; (ix) authorize or issue any equity security (including any other security convertible into or exercisable for | | | | |
|
Science 37
|
| |
Combined Company
|
|
|
any such equity security) having a preference over, or being on a parity with, any series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption; or (x) A) reclassify, alter or amend any existing security of Science 37 that is pari passu with any series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to such series of Science 37 Preferred Stock in respect of any such right, preference or privilege or (B) reclassify, alter or amend any existing security of this corporation that is junior to a series of Science 37 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with such series of Science 37 Preferred Stock in respect of any such right, preference or privilege.
Science 37 may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of Series D Preferred Stock and/or Series D-1 Preferred Stock, take any of the following actions: (i) increase or decrease the total number of authorized shares of Series D Preferred Stock and/or Series D-1 Preferred Stock; (ii) pay or declare any dividend on any shares of capital stock; (iii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Science 37 Preferred Stock or Science 37 Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Science 37 Common Stock at the original purchase price or at the lower of the original purchase price or the then current fair market value of such shares from employees, officers, directors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which Science 37 has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal; (iv) reclassify, alter or amend any existing security of Science 37 that is junior to the Series D Preferred Stock and/or the Series D-1 Preferred Stock with respect to dividends, liquidation or redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series D Preferred Stock and/or the Series D-1 Preferred Stock in respect of any such right, preference or privilege; or (v) amend, alter or repeal any provision of the charter or bylaws of
|
| | | |
|
Science 37
|
| |
Combined Company
|
|
| Science 37 if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the shares of Series D Preferred Stock and/or Series D-1 Preferred Stock so as to affect them adversely. | | | | |
|
Supermajority Voting Provisions
|
| |||
| Not applicable. | | |
Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, the board of directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting entitled to vote at an election of directors.
The adoption, amendment or repeal of the Combined Company Bylaws by the stockholders shall require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock entitled to vote generally in an election of directors.
The following provisions in the Proposed Charter may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock entitled to vote thereon, voting together as a single class: Part B of Article IV (Capital Stock — Preferred Stock), Article V (Board of Directors), Article VI (Stockholders), Article VII (Liability), Article VIII (Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments).
|
|
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in Science 37’s charter; however, Science 37’s charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Unless otherwise provided by law or Science 37’s charter, any newly created directorship or any vacancy occurring in the Science 37 board of directors for any cause may be filled only by a majority of the remaining members of the board of directors, even if such majority is less than a quorum, or by the sole remaining director. | | | Unless otherwise provided by the Director Nomination Agreement and subject to any special rights of the holders of one or more outstanding series of preferred stock to elect directors, any vacancy on the board of directors and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. | |
|
Science 37
|
| |
Combined Company
|
|
|
Special Meeting of the Board of Directors
|
| |||
| Special meetings of the board of directors may be called by the Chief Executive Officer upon two (2) days’ notice to all directors, or by any two members of the board of directors, in like manner and on like notice. | | | The Combined Company Bylaws provide that special meetings of the Combined Company board of directors may be called by the chairperson of the Combined Company board of directors, the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the board of directors. | |
|
Amendment to Certificate of Incorporation
|
| |||
| Under Delaware law, an amendment to a charter generally requires the approval of Science 37’s board of directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class. In addition, in accordance with Science 37’s charter, (i) a majority of the voting power of the Science 37 Preferred Stock shall be required for any amendments that adversely affects the powers, preferences or rights of the Science 37 Preferred Stock; provided, however, that if any amendment, alteration or repeal affects the powers, rights, preferences, privileges or special rights of any series of Science 37 Preferred Stock adversely without so affecting the entire class of Science 37 Preferred Stock in the same manner, then the separate approval of at least 66% of the outstanding shares of such series of Preferred Stock shall be required, and (ii) a majority of the Series D Preferred Stock and/or Series D-1 Preferred Stock shall be required for amendments that alter or change the powers, preferences, or special rights of the shares of Series D Preferred Stock and/or Series D-1 Preferred Stock so as to affect them adversely. | | |
The Proposed Charter provides that the following provisions in Proposed Charter may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 and 2/3% in voting power all the then outstanding shares of Combined Company’s stock entitled to vote thereon, voting together as a single class: (i) Article IV of the Proposed Charter relating to the Combined Company’s capital stock; (ii) Article V of the Proposed Charter relating to the board of directors; (iii) Article VI of the Proposed Charter relating to relating to stockholder actions by written consent and annual and special stockholder meetings; (iv) Article VII of the Proposed Charter relating to limitation of director liability; (v) Article VIII of the Proposed Charter relating to indemnification; (vi) Article IX of the Proposed Charter relating to corporate opportunity; and (vii) Article X of the Proposed Charter relating to the amendment of the Proposed Charter.
For any other amendment, the Proposed Charter applies Delaware law, which allows an amendment to a charter generally with the affirmative vote of a majority of the outstanding shares of voting stock entitled to vote thereon, voting together as a single class.
|
|
|
Amendment of Bylaws
|
| |||
| Science 37’s bylaws may be amended, altered, rescinded or repealed by the vote of Science 37 stockholders entitled to cast at least a majority of the votes which all Science 37 stockholders are entitled to cast thereon. | | | The Proposed Charter provides that the board of directors is expressly authorized to adopt, amend or repeal the Combined Company’s bylaws. In addition, the Combined Company may adopt, amend or repeal any bylaw with the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of Combined Company’s stock entitled to vote thereon. | |
|
Quorum
|
| |||
|
Board of Directors. At any meetings of the Science 37 board of directors, a majority of the directors shall constitute a quorum for all purposes.
Stockholders. The presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the
|
| |
Board of Directors. At all meetings of Combined Company’s board of directors, a majority of the directors will constitute a quorum for the transaction of business.
Stockholders. The holders of record of a majority of the voting power of the Combined Company’s
|
|
|
Science 37
|
| |
Combined Company
|
|
| meeting will constitute a quorum at any meeting of stockholders, unless or except to the extent that the presence of a larger number may be required by law; provided, however, that where a separate vote by a class or classes of capital stock is required by law or Science 37’s charter, the holders of a majority in voting power of the shares of such class or classes of capital stock of the corporation issued and outstanding and entitled to vote on such matter, present in person or by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. | | | capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, constitute a quorum at all meetings of Combined Company stockholders for the transaction of business. | |
|
Stockholder Action by Written Consent
|
| |||
| Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to Science 37. | | | The Proposed Charter provides that any action required or permitted to be taken by the stockholders of the Combined Company must be effected at any annual or special meeting of stockholders may not be taken by written consent in lieu of a meeting. | |
|
Special Stockholder Meetings
|
| |||
| Special meetings of stockholders may be called at any time by the President, or the board of directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting. | | | The Proposed Charter provides that special meetings of stockholders for any purpose or purposes may be called at any time only by or at the direction of the board of directors, the chairperson of the board of directors, the chief executive officer or the president. | |
|
Notice of Stockholder Meetings
|
| |||
| Written notice of the place, date, and time of all meetings of Science 37’s stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided by law or Science 37’s charter. | | | Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the charter or the bylaws, notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. | |
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
| Any proper business, including the election of directors, may be transacted at the annual meeting | | | No business may be transacted at an annual meeting of stockholders, other than business that is either | |
|
Science 37
|
| |
Combined Company
|
|
| of stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. | | |
(i) specified in Combined Company’s notice of meeting (or any supplement thereto) delivered pursuant to the Combined Company’s bylaws, (ii) properly brought before the annual meeting by or at the direction of the board of directors or the chairperson of the board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Combined Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in the Combined Company Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the Combined Company.
The stockholder must (i) give timely notice thereof in proper written form to the Secretary of the Combined Company, and (ii) the business must be a proper matter for stockholder action. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Combined Company not less than ninety (90) or more than one-hundred twenty (120) days before the meeting. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Combined Company’s bylaws.
|
|
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
| Nominations of persons for election to the Science 37 board of directors at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in Science 37’s notice of such special meeting, may be made (i) as provided by or at the direction of the board of directors or (ii) by any stockholder of Science 37(x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in Science 37’s bylaws. | | |
Nominations of persons for election to the Combined Company board of directors may be made at an annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in Combined Company’s notice of such special meeting, (i) by or at the direction of the Combined Company board of directors or (ii) by any stockholder of the Combined Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in the bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the Combined Company.
For a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Combined Company (i) in the case of an annual meeting, not later than the close of business not less than ninety (90) days nor more
|
|
|
Science 37
|
| |
Combined Company
|
|
| | | | than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Combined Company. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Combined Company Bylaws. | |
|
Limitation of Liability of Directors and Officers
|
| |||
| A director of Science 37 shall not be personally liable to Science 37 or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Science 37 or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the DGCL or (iv) for any transaction from which the director derived any improper personal benefit. Any repeal or modification of this provision in Science 37’s charter by the stockholders of the Corporation shall not adversely affect any right or protection of a director of Science 37 existing at the time of, or increase the liability of any director of Science 37 with respect to any acts or omissions of such director occurring prior to, such repeal or modification. | | | A director of the Combined Company shall not be personally liable to the Combined Company or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same now exists or may hereafter be amended. The amendment, repeal or modification of this provision in Proposed Charter shall not eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Combined Company existing at the time of such amendment, repeal, adoption or modification. | |
|
Indemnification of Directors, Officers, Employees and Agents
|
| |||
|
To the fullest extent permitted by applicable law, Science 37 is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of Science 37 (and any other persons to which the DGCL permits Science 37 to provide indemnification) through bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by section 145 of the DGCL, subject only to limits created by the DGCL (statutory or nonstatutory), with respect to actions for breach of duty to Science 37, its stockholders and others.
Any amendment, repeal or modification of this provision in Science 37’s charter shall not adversely affect any right or protection of a director, officer,
|
| | The Combined Company will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any director or officer of the Combined Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being a director or officer of the Combined Company or, while serving as a director or officer, is or was serving at the request of the Combined Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by such person in | |
|
Science 37
|
| |
Combined Company
|
|
| employee, agent or other person existing at the time of, or increase the liability of any such person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification. | | |
connection with any such proceeding.
The right to indemnification includes the right to be paid by the Combined Company the expenses (including attorney’s fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses will be made only upon delivery to the Combined Company of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it will ultimately be determined that the indemnitee is not entitled to be indemnified for the expenses.
Such rights will continue as to an indemnitee who has ceased to be a director or officer and will inure to the benefit of his or her estate, heirs, executors, administrators, legatees and distributees.
|
|
|
Dividends, Distributions and Stock Repurchases
|
| |||
|
Dividends upon the capital stock of Science 37, subject to the provisions of Science 37’s charter, may be declared by the board of directors from time to time and to such extent as they deem advisable.
Before Science 37’s board of directors (or, in the event of a reorganization event, the board of directors of the relevant successor parent, as applicable) shall declare a dividend upon the then outstanding shares of common stock, Science 37 shall first declare and pay to each holder of preferred stock a dividend at the then-applicable Dividend Rate described in Science 37’s charter. After payment of such dividends, any additional dividends or distributions shall be distributed among all the holders of common stock and preferred stock, with the amount and kind of dividends or distributions as would be payable in respect of the number of shares of common stock issuable upon the conversion of a share of preferred stock assuming such share of preferred stock had been converted immediately prior to the record date.
|
| | Subject to the rights of the holders of Combined Company preferred stock, and to the other provisions of the Proposed Charter, dividends in cash, property or capital stock of the Combined Company may be declared and paid ratably on the shares of the Combined Company’s capital stock out of the assets of the Combined Company which are legally available for this purpose at such times and in such amounts as the board of directors in its discretion shall determine. | |
|
Liquidation
|
| |||
|
Upon any liquidation, dissolution or winding up of Science 37, after satisfaction of all liabilities and obligations to creditors of Science 37 and before any distribution or payment is made to holders of Science 37 common stock, each holder of Series D Preferred Stock and/or Series D-1 Preferred Stock shall be entitled to receive, out of the assets of Science 37 or proceeds thereof, the original issue price per share plus any dividends declared but unpaid thereon.
After such distributions and payments made to the holders of Series D Preferred Stock and/or
|
| | The Proposed Charter provides that, in the event of any liquidation, dissolution or winding up of the Combined Company, the holders of shares of Combined Company Common Stock are entitled to receive, subject to the rights and preferences of any holders of any shares of any outstanding series of preferred stock, their ratable and proportionate share of the remaining fund and assets of the Combined Company. | |
|
Science 37
|
| |
Combined Company
|
|
|
Series D-1 Preferred Stock, each holder of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be entitled to receive, out of the assets of Science 37 or proceeds thereof, the original issue price per share plus any dividends declared but unpaid thereon.
After such distributions and payments made to the holders of Science 37 Preferred Stock, each holder of Science 37 Common Stock shall be entitled to receive their pro rata portion of the remainder of the assets of Science 37 or proceeds thereof available for distribution.
|
| | | |
|
Stockholder Rights Plan
|
| |||
| While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | | | While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | |
| Science 37 does not have a stockholder rights plan currently in effect, but under the DGCL, Science 37’s board of directors could adopt such a plan without stockholder approval. | | | The Combined Company will not have a stockholder rights plan in effect, but under the DGCL, the Combined Company’s board of directors could adopt such a plan without stockholder approval. | |
|
Preemptive Rights
|
| |||
| Science 37’s charter and Science 37’s bylaws do not provide holders of Science 37 common stock and/or preferred stock with preemptive rights. Thus, as a general matter, if additional shares of Science 37 capital stock are issued, the current holders of Science 37 capital stock will own a proportionately smaller interest in a larger number of outstanding shares of Science 37 capital stock to the extent that they do not participate in the additional issuance. However, stockholders that are party to the Science 37 investors’ rights agreement are entitled to certain preemptive rights as provided therein. | | | There are no preemptive rights relating to shares of Combined Company Common Stock. | |
|
Duties of Directors
|
| |||
| Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Science 37’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. | | | Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Combined Company’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. | |
| Science 37’s board of directors may exercise all such powers of Science 37 and do all such lawful acts and things as are not by statute or Science 37’s charter | | |
The Combined Company’s board of directors may exercise all such authority and powers of the Combined Company and do all such lawful acts and things as are not
|
|
|
Science 37
|
| |
Combined Company
|
|
| or bylaws directed or required to be exercised or done solely by the stockholders. | | |
by statute or the Proposed Charter directed or required to be exercised or done solely by the stockholders.
|
|
|
Inspection of Books and Records; Stockholder Lists
|
| |||
| Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from Science 37’s stock ledger, a list of its stockholders and its other books and records. | | | Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from the Combined Company’s stock ledger, a list of its stockholders and its other books and records. | |
| Voting List. Science 37 will prepare and make available, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list shall not be open to the examination of any stockholder, except as required by Delaware law. The list shall be kept either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. | | | Voting List. The Combined Company will prepare, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network or (ii) during ordinary business hours at the principal executive office of the Combined Company. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting will be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. | |
|
Choice of Forum
|
| |||
| Not Applicable. | | | The Combined Company Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for (i) any derivative proceeding brought by a stockholder on behalf of the Combined Company, (ii) any proceeding asserting a claim of breach of a fiduciary duty owed by any of Combined Company’s directors, officers or stockholders, (iii) any proceeding against the Combined Company pursuant to the DGCL, its charter or its bylaws (as either may be amended from time to time) or (iv) any proceeding asserting a claim against the Combined Company governed by the internal affairs doctrine. The Combined Company Bylaws designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Andrew McDonald, Ph.D.
|
| | | | 47 | | | |
Chairman, Chief Executive Officer and Board Member
|
|
Michael Rice
|
| | | | 57 | | | | Chief Operating Officer and Board Member | |
David Dobkin
|
| | | | 42 | | | | Chief Financial Officer and Board Member | |
Thomas Wynn
|
| | | | 52 | | | | Board Member | |
Thomas Mathers
|
| | | | 54 | | | | Board Member | |
Elizabeth Barrett
|
| | | | 59 | | | | Board Member | |
Graham Walmsley
|
| | | | 34 | | | | Board Member | |
Scott Janssen
|
| | | | 52 | | | | Board Member | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Coman
|
| | | | 52 | | | |
Chief Executive Officer and Director
|
|
Mike Zaranek
|
| | | | 49 | | | | Chief Financial Officer | |
Darcy Forman
|
| | | | 46 | | | | Chief Delivery Officer | |
Jonathan Cotliar
|
| | | | 50 | | | | Chief Medical Officer | |
Steven Geffon
|
| | | | 43 | | | | Chief Commercial Officer | |
Chris Ceppi
|
| | | | 50 | | | | Chief Product Officer | |
Christine Pellizzari
|
| | | | 53 | | | | Chief Legal Officer | |
John W. Hubbard
|
| | | | 65 | | | | Director | |
Neil Tiwari
|
| | | | 35 | | | | Director | |
Robert Faulkner
|
| | | | 58 | | | | Director | |
Adam Goulburn
|
| | | | 39 | | | | Director | |
Bhooshitha B. De Silva
|
| | | | 46 | | | | Director | |
Name and Principal
Position |
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Option Awards ($)(1)
|
| |
Non-Equity Incentive
Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
David Coman
|
| | | | 2020 | | | | | | 400,000 | | | | | | — | | | | | | 453,602 | | | | | | 208,000 | | | | | | 53,220(3) | | | | | | 1,114,822 | | |
Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Geffon
|
| | | | 2020 | | | | | | 325,000 | | | | | | 100,000(4) | | | | | | 90,721 | | | | | | 134,000 | | | | | | 10,350(5) | | | | | | 660,071 | | |
Chief Commercial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan Cotliar
|
| | | | 2020 | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 101,250 | | | | | | 10,350(6) | | | | | | 487,200 | | |
Chief Medical Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Named Executive Officer
|
| |
2020 Stock Options Granted
|
| |||
David Coman
|
| | | | 2,520,013 | | |
Stephen Geffon
|
| | | | 504,003 | | |
| | |
Option Awards
|
| |||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Vesting Start
Date |
| |
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
|
David Coman
|
| |
4/22/2020
|
| |
11/18/2019
|
| |
(1)(2)
|
| |
682,503
|
| |
1,837,510
|
| |
—
|
| |
0.50
|
| |
4/21/2030
|
|
Stephen Geffon
|
| |
4/22/2020
|
| |
12/9/2019
|
| |
(1)(3)
|
| |
126,000
|
| |
378.003
|
| |
—
|
| |
0.50
|
| |
4/21/2030
|
|
Jonathan Cotliar
|
| |
2/2/2017
|
| |
11/15/2016
|
| |
(1)
|
| |
100,000
|
| |
0
|
| |
—
|
| |
0.98
|
| |
2/2/2027
|
|
Jonathan Cotliar
|
| |
8/1/2017
|
| |
8/2/2017
|
| |
(4)
|
| |
33,333
|
| |
6,667
|
| |
—
|
| |
1.53
|
| |
8/1/2027
|
|
Jonathan Cotliar
|
| |
3/7/2018
|
| |
3/9/2018
|
| |
(1)
|
| |
17,747
|
| |
8,067
|
| |
—
|
| |
1.53
|
| |
3/7/2028
|
|
Jonathan Cotliar
|
| |
6/19/2019
|
| |
6/6/2019
|
| |
(4)(5)
|
| |
112,500
|
| |
187,500
|
| |
—
|
| |
0.72
|
| |
6/18/2029
|
|
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
John Hubbard
|
| | | | — | | | | | $ | 40,049.28 | | | | | | — | | | | | $ | 40,049.28 | | |
All Other Non-Employee Directors(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Coman
|
| | | | 52 | | | |
Chief Executive Officer and Director
|
|
Mike Zaranek
|
| | | | 49 | | | | Chief Financial Officer | |
Darcy Forman
|
| | | | 46 | | | | Chief Delivery Officer | |
Jonathan Cotliar
|
| | | | 50 | | | | Chief Medical Officer | |
Steven Geffon
|
| | | | 43 | | | | Chief Commercial Officer | |
Christine Pellizzari
|
| | | | 53 | | | | Chief Legal Officer | |
John W. Hubbard
|
| | | | 65 | | | | Director | |
Neil Tiwari
|
| | | | 35 | | | | Director | |
Robert Faulkner
|
| | | | 58 | | | | Director | |
Adam Goulburn
|
| | | | 39 | | | | Director | |
Bhooshitha B. De Silva
|
| | | | 46 | | | | Director | |
Emily Rollins
|
| | | | 51 | | | | Director | |
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Assuming
No Redemption |
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||||||||||||||
Pre-Business Combination directors and officers
|
| | | | | | | ||||||||||||||||||||||||||||||
Andrew McDonald Ph.D.(1)
|
| | | | 1,772,034(2) | | | | | | 17.7% | | | | | | 6,857,223(2) | | | | | | 5.1% | | | | | | 6,857,223(2) | | | | | | 5.5% | | |
Michael Rice(1)
|
| | | | 1,772,034(2) | | | | | | 17.7% | | | | | | 6,857,223(2) | | | | | | 5.1% | | | | | | 6,857,223(2) | | | | | | 5.5% | | |
David Dobkin(1)
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
Thomas Wynn(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Thomas Mathers(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Graham Walmsley(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Elizabeth Barrett(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
Scott Janssen(1)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | * | | |
All pre-Business Combination officers and directors as a group (8 individuals)
|
| | | | 1,802,034 | | | | | | 18.0% | | | | | | 6,887,223 | | | | | | 5.2% | | | | | | 6,887,223 | | | | | | 5.5% | | |
Five Percent Holders | | | | | | | | ||||||||||||||||||||||||||||||
RTW Investments, LP(3)
|
| | | | 975,000 | | | | | | 9.7% | | | | | | 3,975,000 | | | | | | 3.0% | | | | | | 3,975,000 | | | | | | 3.2% | | |
BlackRock, Inc.(4)
|
| | | | 750,000 | | | | | | 7.5% | | | | | | 2,250,000 | | | | | | 1.7% | | | | | | 2,250,000 | | | | | | 1.8% | | |
Cowen and Company, LLC(5)
|
| | | | 682,776 | | | | | | 6.8% | | | | | | 682,776 | | | | | | * | | | | | | 682,776 | | | | | | * | | |
Ikarian Capital, LLC(6)
|
| | | | 512,450 | | | | | | 5.1% | | | | | | 512,450 | | | | | | * | | | | | | 512,450 | | | | | | * | | |
Foresite Capital Management(7)
|
| | | | 500,000 | | | | | | 5.0% | | | | | | 500,000 | | | | | | * | | | | | | 500,000 | | | | | | * | | |
LifeSci Holdings LLC(1)(8)
|
| | | | 1,772,034 | | | | | | 17.7% | | | | | | 4,918,487 | | | | | | 3.7% | | | | | | 4,918,487 | | | | | | 3.9% | | |
Entities affiliated with Lux Capital(9)
|
| | | | 0 | | | | | | — | | | | | | 15,106,890 | | | | | | 11.3% | | | | | | 15,106,890 | | | | | | 11.3% | | |
Pharmaceutical Product
Development, LLC(10) |
| | | | 0 | | | | | | — | | | | | | 17,314,315 | | | | | | 13.0% | | | | | | 17,314,315 | | | | | | 13.8% | | |
Entities affiliated with Redmile Group, LLC(11)
|
| | | | 0 | | | | | | — | | | | | | 19,750,786 | | | | | | 14.8% | | | | | | 19,750,786 | | | | | | 15.7% | | |
Post-Business Combination directors and officers
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David Coman
|
| | | | 0 | | | | | | — | | | | | | 2,906,853 | | | | | | 2.2% | | | | | | 2,906,853 | | | | | | 2.3% | | |
Mike Zaranek
|
| | | | 0 | | | | | | — | | | | | | 322,783 | | | | | | * | | | | | | 322,783 | | | | | | * | | |
Darcy Forman
|
| | | | 0 | | | | | | — | | | | | | 146,923 | | | | | | * | | | | | | 146,923 | | | | | | * | | |
Jonathan Cotliar
|
| | | | 0 | | | | | | — | | | | | | 963,865 | | | | | | * | | | | | | 963,865 | | | | | | * | | |
Steven Geffon
|
| | | | 0 | | | | | | — | | | | | | 417,719 | | | | | | * | | | | | | 417,719 | | | | | | * | | |
Christine Pellizzari
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | |
John W. Hubbard
|
| | | | 0 | | | | | | — | | | | | | 134,113 | | | | | | * | | | | | | 134,113 | | | | | | * | | |
Neil Tiwari
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | |
Robert Faulkner
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | |
Adam Goulburn
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
| | |
Pre-Business
Combination |
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Number of
Shares |
| |
Assuming
No Redemption |
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| |
Number of
Shares |
| |
% of
Class |
| ||||||||||||||||||
Bhooshitha B. De Silva
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
Emily Rollins
|
| | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | — | | |
All post-Business Combination directors and officers as a group (12 individuals)
|
| | | | 0 | | | | | | — | | | | | | 4,892,256 | | | | | | 3.7% | | | | | | 4,892,256 | | | | | | 3.9% | | |
Name
|
| |
Aggregate
Purchase Price |
| |||
RTW Investments, LP.(1)
|
| | | $ | 30,000,000 | | |
BlackRock Health Sciences Trust II(2)
|
| | | | 15,000,000 | | |
LifeSci Venture Partners II, LP(3)
|
| | | | 1,000,000 | | |
Purchaser(1)
|
| |
Shares of Series D Preferred
Stock |
| |
Cash purchase price
|
| ||||||
Funds affiliated with Lux Capital
|
| | | | 1,616,019 | | | | | $ | 4,591,756 | | |
Pharmaceutical Product Development, LLC
|
| | | | 7,038,784 | | | | | $ | 20,000,001 | | |
Funds affiliated with Redmile Group
|
| | | | 1,308,364 | | | | | $ | 3,717,585 | | |
dRx Capital AG
|
| | | | 1,253,736 | | | | | $ | 3,562,365 | | |
Purchaser(1)
|
| |
Shares of Series D-1 Preferred
Stock |
| |
Cash purchase price
|
| ||||||
Funds affiliated with Lux Capital
|
| | | | 903,849 | | | | | $ | 3,999,993 | | |
Pharmaceutical Product Development, LLC
|
| | | | 2,259,626 | | | | | $ | 9,999,997 | | |
Funds affiliated with Redmile Group
|
| | | | 2,259,625 | | | | | $ | 9,999,993 | | |
Affiliates of dRx Capital AG
|
| | | | 45,192 | | | | | $ | 199,998 | | |
Director
|
| |
Principal stockholder
|
|
Adam Goulburn | | | Funds affiliated with Lux Capital | |
Rob Faulkner | | | Funds affiliated with Redmile Group | |
Bhooshi DeSilva | | | Pharmaceutical Product Development, LLC | |
| | |
Page
|
| |||
AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
Page
|
| |||
UNAUDITED Condensed Consolidated Financial Statements for the SIX Months Ended JUNE 30, 2021 and 2020:
|
| | |||||
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | |
| | |
Page
|
| |||
AUDITED Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019:
|
| | | | | | |
| | | | F-37 | | | |
Consolidated Financial Statements | | | | | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
| | | | F-41 | | | |
| | | | F-42 | | |
| | |
June 30,
2021 |
| |
June 30,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 416,111 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 121,157 | | | | | | — | | |
Total Current Assets
|
| | | | 537,268 | | | | | | 25,000 | | |
Deferred offering costs
|
| | | | — | | | | | | 28,000 | | |
Investments held in Trust Account
|
| | | | 80,120,809 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 80,658,077 | | | | | $ | 53,000 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 131,805 | | | | | $ | 1,000 | | |
Accrued offering costs
|
| | | | — | | | | | | 28,000 | | |
TOTAL LIABILITIES
|
| | | | 131,805 | | | | | | 29,000 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption, 7,552,627 and no shares at $10.00
per share as of June 30, 2021 and 2020, respectively |
| | | | 75,526,270 | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding
|
| | | | — | | | | | | — | | |
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,458,674 and 2,156,250 shares issued and outstanding (excluding 7,552,627 and no shares subject to possible redemption) at June 30, 2021 and 2020, respectively
|
| | | | 246 | | | | | | 216 | | |
Additional paid-in capital
|
| | | | 5,562,205 | | | | | | 24,784 | | |
Accumulated deficit
|
| | | | (562,449) | | | | | | (1,000) | | |
Total Stockholders’ Equity
|
| | | | 5,000,002 | | | | | | 24,000 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 80,658,077 | | | | | $ | 53,000 | | |
| | |
Year Ended
June 30, 2021 |
| |
For the Period from
December 18, 2019 (inception) Through June 30, 2020 |
| ||||||
Formation and operating costs
|
| | | $ | 591,846 | | | | | $ | 1,000 | | |
Loss from operations
|
| | | | (591,846) | | | | | | (1,000) | | |
Other income: | | | | | | | | | | | | | |
Interest earned on investments held in Trust Account
|
| | | | 30,397 | | | | | | — | | |
Other income, net
|
| | | | 30,397 | | | | | | — | | |
Net loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Weighted average shares outstanding of redeemable common stock
|
| | | | 8,009,041 | | | | | | — | | |
Basic and diluted net loss per common stock
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Weighted average shares outstanding of non-redeemable common stock
|
| | | | 1,951,216 | | | | | | 1,875,000 | | |
Basic and diluted net loss per common stock
|
| | | $ | (0.29) | | | | | $ | 0.00 | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – December 18, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Sponsor
|
| | | | 2,156,250 | | | | | | 216 | | | | | | 24,784 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance – June 30, 2020
|
| | | | 2,156,250 | | | | | $ | 216 | | | | | $ | 24,784 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
Sale of 8,009,041 Units, net of underwriting discounts and offering expenses
|
| | | | 8,009,041 | | | | | | 801 | | | | | | 78,231,111 | | | | | | — | | | | | | 78,231.912 | | |
Sale of 3,146,454 Private Placement
Warrants |
| | | | — | | | | | | — | | | | | | 2,831,809 | | | | | | — | | | | | | 2,831,809 | | |
Common stock subject to redemption
|
| | | | (7,552,627) | | | | | | (756) | | | | | | (75,525,514) | | | | | | — | | | | | | (75,526,270) | | |
Founder Shares Forfeited
|
| | | | (153,990) | | | | | | (15) | | | | | | 15 | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (561,449) | | | | | | (561,449) | | |
Balance – June 30, 2021
|
| | | | 2,458,674 | | | | | $ | 246 | | | | | $ | 5,562,205 | | | | | $ | (562,449) | | | | | $ | 5,000,002 | | |
| | |
Year Ended
June 30, 2021 |
| |
For the Period
from December 18, 2019 (Inception) Through June 30, 2020 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (30,397) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (121,157) | | | | | | — | | |
Accounts payable and accrued expenses
|
| | | | 130,805 | | | | | | 1,000 | | |
Net cash used in operating activities
|
| | |
|
(582,198)
|
| | | | | — | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (80,090,412) | | | | | | — | | |
Net cash used in investing activities
|
| | |
|
(80,090,412)
|
| | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of common stock to Sponsor
|
| | | | 25,000 | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 78,488,602 | | | | | | — | | |
Proceeds from sale of Private Placement Warrants
|
| | | | 2,831,809 | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | 175,000 | | | | | | — | | |
Repayment of promissory note – related party
|
| | | | (175,000) | | | | | | — | | |
Payment of offering costs
|
| | | | (256,690) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 81,063,721 | | | | | | 25,000 | | |
Net Change in Cash
|
| | | | 391,111 | | | | | | 25,000 | | |
Cash – Beginning of period
|
| | | | 25,000 | | | | | | — | | |
Cash – End of period
|
| | | $ | 416,111 | | | | | $ | 25,000 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | — | | | | | $ | 28,000 | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | 76,087,640 | | | | | $ | — | | |
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (561,370) | | | | | $ | — | | |
| | |
Year Ended
June 30, 2021 |
| |
For the Period from
December 18, 2019 (Inception) Through June 30, 2020 |
| ||||||
Redeemable Common Stock | | | | | | | | | | | | | |
Numerator: Earnings allocable to Redeemable Common Stock
|
| | | | | | | | | | | | |
Interest Income
|
| | | $ | 30,397 | | | | | $ | — | | |
Franchise Tax
|
| | | | (30,397) | | | | | | — | | |
Net Earnings
|
| | | $ | — | | | | | $ | — | | |
Denominator: Weighted Average Redeemable Common Stock
|
| | | | | | | | | | | | |
Redeemable Common Stock, Basic and Diluted
|
| | | | 8,009,041 | | | | | | — | | |
Earnings/Basic and Diluted Redeemable Common Stock
|
| | | $ | 0.00 | | | | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | | | | | | | |
Numerator: Net Loss minus Redeemable Net Earnings
|
| | | | | | | | | | | | |
Net Loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Redeemable Net Earnings
|
| | | | — | | | | | | — | | |
Non-Redeemable Net Loss
|
| | | $ | (561,449) | | | | | $ | (1,000) | | |
Denominator: Weighted Average Non-Redeemable Common Stock
|
| | | | | | | | | | | | |
Non-Redeemable Common Stock, Basic and Diluted
|
| | | | 1,951,216 | | | | | | 1,875,000 | | |
Loss/Basic and Diluted Non-Redeemable Common Stock
|
| | | $ | (0.29) | | | | | $ | 0.00 | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax asset | | | | | | | | | | | | | |
Net operating loss carryforward
|
| | | $ | 6,802 | | | | | $ | 210 | | |
Startup/Organization Expenses
|
| | | | 111,312 | | | | | | — | | |
Total deferred tax asset
|
| | | | 118,114 | | | | | | 210 | | |
Valuation allowance
|
| | | | (118,114) | | | | | | (210) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Federal | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | (117,904) | | | | | | (210) | | |
State | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | — | | | | | | — | | |
Change in valuation allowance
|
| | | | 117,904 | | | | | | 210 | | |
Income tax provision
|
| | | $ | — | | | | | $ | — | | |
| | |
June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Statutory federal income tax rate
|
| | | | 21.0% | | | | | | 21.0% | | |
State taxes, net of federal tax benefit
|
| | | | 0.0% | | | | | | 0.0% | | |
Change in valuation allowance
|
| | | | (21.0)% | | | | | | (21.0)% | | |
Income tax provision
|
| | | | 0.0% | | | | | | 0.0% | | |
| | |
Trading Securities
|
| |
Level
|
| |
Amortized
Cost |
| |
Gross
Holding Gain |
| |
Fair Value
|
| ||||||||||||
June 30, 2021
|
| |
Mutual Fund
|
| | | | 1 | | | | | $ | 80,120,809 | | | | | $ | — | | | | | $ | 80,120,809 | | |
| | |
(unaudited)
|
| | | | | | | |||
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
18,808,458
|
| | | | $ | 32,478,948 | | |
Restricted cash
|
| | |
|
302,970
|
| | | | | 1,004,142 | | |
Accounts receivable, net (including amounts with related parties)
|
| | |
|
6,138,747
|
| | | | | 11,200,252 | | |
Prepaid expenses and other current assets
|
| | |
|
3,087,674
|
| | | | | 1,364,162 | | |
Total current assets
|
| | |
|
28,337,849
|
| | | | | 46,047,504 | | |
Property and equipment, net
|
| | |
|
687,134
|
| | | | | 535,384 | | |
Operating lease right-of-use assets
|
| | |
|
2,637,802
|
| | | | | 2,210,253 | | |
Capitalized software, net
|
| | |
|
12,079,577
|
| | | | | 8,054,367 | | |
Other assets
|
| | |
|
325,782
|
| | | | | 183,718 | | |
Total assets
|
| | |
$
|
44,068,144
|
| | | | $ | 57,031,226 | | |
Liabilities, redeemable convertible preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
3,624,172
|
| | | | $ | 4,401,874 | | |
Accrued expenses and other liabilities
|
| | |
|
6,513,335
|
| | | | | 8,762,839 | | |
Deferred revenue
|
| | |
|
5,734,747
|
| | | | | 5,136,457 | | |
Total current liabilities
|
| | |
|
15,872,254
|
| | | | | 18,301,170 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term deferred revenue
|
| | |
|
735,994
|
| | | | | 427,667 | | |
Operating lease liabilities
|
| | |
|
1,828,496
|
| | | | | 1,127,837 | | |
Other long-term liabilities
|
| | |
|
1,168,312
|
| | | | | 223,619 | | |
Total liabilities
|
| | |
|
19,605,056
|
| | | | | 20,080,293 | | |
Redeemable convertible preferred stock: | | | | | | | | | | | | | |
Redeemable convertible preferred stock, $0.0001 par value; 41,692,230 shares authorized, 41,587,368 issued and outstanding at June 30, 2021 and December 31, 2020
|
| | |
|
143,086,271
|
| | | | | 143,086,271 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 74,666,115 shares authorized,
4,488,416 and 2,765,097 issued and outstanding at June 30, 2021 and December 31, 2020, respectively |
| | |
|
1,028
|
| | | | | 856 | | |
Additional paid-in capital
|
| | |
|
3,663,679
|
| | | | | 1,611,049 | | |
Accumulated deficit
|
| | |
|
(122,287,890)
|
| | | | | (107,747,243) | | |
Total stockholders’ deficit
|
| | |
|
(118,623,183)
|
| | | |
|
(106,135,338)
|
| |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit
|
| | | $ | 44,068,144 | | | | | $ | 57,031,226 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Revenues (including amounts with related parties)
|
| | |
$
|
12,547,405
|
| | | | $ | 2,891,369 | | | | |
$
|
24,985,827
|
| | | | $ | 5,957,796 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | |
|
7,289,330
|
| | | | | 2,274,164 | | | | |
|
15,927,664
|
| | | | | 3,878,171 | | |
Selling, general and administrative
|
| | |
|
11,381,525
|
| | | | | 5,680,480 | | | | |
|
20,545,189
|
| | | | | 11,568,893 | | |
Depreciation and amortization
|
| | |
|
1,776,320
|
| | | | | 1,047,293 | | | | |
|
3,273,069
|
| | | | | 2,020,623 | | |
Restructuring costs
|
| | |
|
—
|
| | | | | 45,293 | | | | |
|
—
|
| | | | | 699,473 | | |
Total operating expenses
|
| | |
|
20,447,175
|
| | | | | 9,047,230 | | | | |
|
39,745,922
|
| | | | | 18,167,160 | | |
Loss from operations
|
| | |
|
(7,899,770)
|
| | | | | (6,155,861) | | | | |
|
(14,760,095)
|
| | | | | (12,209,364) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | |
|
514
|
| | | | | 4,133 | | | | |
|
1,272
|
| | | | | 74,465 | | |
Sublease income (including amounts with related parties)
|
| | |
|
181,318
|
| | | | | 232,294 | | | | |
|
213,918
|
| | | | | 464,588 | | |
Other income
|
| | |
|
2,818
|
| | | | | 2,487 | | | | |
|
4,258
|
| | | | | 4,193 | | |
Total other income
|
| | |
|
184,650
|
| | | | | 238,914 | | | | |
|
219,448
|
| | | | | 543,246 | | |
Net loss and other comprehensive loss
|
| | |
$
|
(7,715,120)
|
| | | | $ | (5,916,947) | | | | |
$
|
(14,540,647)
|
| | | | $ | (11,666,118) | | |
Loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (1.95) | | | | | $ | (0.70) | | | | | $ | (4.22) | | | | | $ | (1.38) | | |
Weighted average common shares outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares used to compute basic
and diluted net loss per share |
| | | | 3,956,455 | | | | | | 8,442,703 | | | | | | 3,446,123 | | | | | | 8,425,655 | | |
| | |
Redeemable Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balances at December 31, 2020
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
2,765,097
|
| | | |
$
|
856
|
| | | |
$
|
1,611,049
|
| | | |
$
|
(107,747,243)
|
| | | |
$
|
(106,135,338)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
225,623
|
| | | |
|
—
|
| | | |
|
225,623
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
506,707
|
| | | |
|
51
|
| | | |
|
331,740
|
| | | |
|
—
|
| | | |
|
331,791
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,825,527)
|
| | | |
|
(6,825,527)
|
| |
Balances at March 31, 2021
|
| | |
|
41,587,368
|
| | | |
|
143,086,271
|
| | | | |
|
3,271,804
|
| | | |
|
907
|
| | | |
|
2,168,412
|
| | | |
|
(114,572,770)
|
| | | |
|
(112,403,451)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
689,494
|
| | | |
|
—
|
| | | |
|
689,494
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
1,216,612
|
| | | |
|
121
|
| | | |
|
805,773
|
| | | |
|
—
|
| | | |
|
805,894
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(7,715,120)
|
| | | |
|
(7,715,120)
|
| |
Balances at June 30, 2021
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
4,488,416
|
| | | |
$
|
1,028
|
| | | |
$
|
3,663,679
|
| | | |
$
|
(122,287,890)
|
| | | |
$
|
(118,623,183)
|
| |
| | |
Redeemable Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balances at December 31, 2019
|
| | | | 32,653,742 | | | | | $ | 106,884,111 | | | | | | | 8,396,425 | | | | | $ | 839 | | | | | $ | 1,374,318 | | | | | $ | (75,961,521) | | | | | $ | (74,586,364) | | |
Impact of adoption of ASC 842
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (111,637) | | | | | | (111,637) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32,414 | | | | | | — | | | | | | 32,414 | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 13,284 | | | | | | 2 | | | | | | 16,937 | | | | | | — | | | | | | 16,939 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,749,171) | | | | | | (5,749,171) | | |
Balances at March 31, 2020
|
| | | | 32,653,742 | | | | | | 106,884,111 | | | | | | | 8,409,709 | | | | | | 841 | | | | | | 1,423,669 | | | | | | (81,822,329) | | | | | | (80,397,819) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (135,966) | | | | | | — | | | | | | (135,966) | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 59,033 | | | | | | 5 | | | | | | 56,047 | | | | | | — | | | | | | 56,052 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,916,947) | | | | | | (5,916,947) | | |
Balances at June 30, 2020
|
| | | | 32,653,742 | | | | | $ | 106,884,111 | | | | | | | 8,468,742 | | | | | $ | 846 | | | | | $ | 1,343,750 | | | | | $ | (87,739,276) | | | | | $ | (86,394,680) | | |
| | |
Six Months Ended June 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(14,540,647)
|
| | | | $ | (11,666,120) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
3,273,069
|
| | | | | 2,020,623 | | |
Amortization of operating ROU assets
|
| | |
|
877,899
|
| | | | | 924,396 | | |
Stock based compensation
|
| | |
|
915,117
|
| | | | | (103,552) | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
5,061,505
|
| | | | | (376,897) | | |
Prepaid expenses and other current assets
|
| | |
|
(1,718,813)
|
| | | | | (1,064,939) | | |
Other assets
|
| | |
|
(142,064)
|
| | | | | 363,158 | | |
Accounts payable
|
| | |
|
(1,161,500)
|
| | | | | 934,885 | | |
Accrued expenses and other current liabilities
|
| | |
|
(2,814,047)
|
| | | | | 2,688,055 | | |
Deferred revenue
|
| | |
|
906,617
|
| | | | | (2,154,719) | | |
Operating lease liabilities
|
| | |
|
(604,789)
|
| | | | | (3,195,432) | | |
Other long-term liabilities
|
| | |
|
944,693
|
| | | | | 394,298 | | |
Net cash used in operating activities
|
| | |
|
(9,002,960)
|
| | | | | (11,236,244) | | |
Investing activities | | | | | | | | | | | | | |
Capitalized software development costs
|
| | |
|
(6,117,212)
|
| | | | | (2,568,383) | | |
Purchases of fixed assets
|
| | |
|
(384,476)
|
| | | | | — | | |
Net cash used in investing activities
|
| | |
|
(6,501,688)
|
| | | | | (2,568,383) | | |
Financing activities | | | | | | | | | | | | | |
Cash received from stock option exercises
|
| | |
|
1,132,986
|
| | | | | 72,991 | | |
Net cash provided by financing activities
|
| | |
|
1,132,986
|
| | | | | 72,991 | | |
Net decrease in cash, cash equivalents, and restricted cash
|
| | |
|
(14,371,662)
|
| | | | | (13,731,636) | | |
Cash, cash equivalents, and restricted cash, beginning of period
|
| | |
|
33,483,090
|
| | | | | 28,808,017 | | |
Cash, cash equivalents, and restricted cash, end of period
|
| | |
$
|
19,111,428
|
| | | | $ | 15,076,381 | | |
Supplemental disclosures of non-cash activities: | | | | | | | | | | | | | |
Net change in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions
|
| | | $ | (948,342) | | | | | $ | (50,614) | | |
ROU asset obtained in exchange for operating lease liabilities
|
| | | $ | (1,305,448) | | | | | $ | — | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Accounts receivable
|
| | |
$
|
4,244,975
|
| | | | $ | 8,688,441 | | |
Unbilled services
|
| | |
|
2,019,196
|
| | | | | 2,511,811 | | |
Total accounts receivable and unbilled services
|
| | |
|
6,264,172
|
| | | | | 11,200,252 | | |
Allowance for doubtful accounts
|
| | |
|
(125,425)
|
| | | | | — | | |
Total accounts receivable and unbilled services, net
|
| | |
$
|
6,138,747
|
| | | | $ | 11,200,252 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
Deferred revenue
|
| | |
$
|
6,470,741
|
| | | | $ | 5,564,124 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Common shares, beginning balance
|
| | |
|
3,271,804
|
| | | | | 8,409,709 | | | | |
|
2,765,097
|
| | | | | 8,396,425 | | |
Issuance of common shares
|
| | |
|
1,216,612
|
| | | | | 59,033 | | | | |
|
1,723,319
|
| | | | | 72,317 | | |
Common shares, ending balance
|
| | |
|
4,488,416
|
| | | | | 8,468,742 | | | | |
|
4,488,416
|
| | | | | 8,468,742 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss
|
| | |
$
|
(7,715,120)
|
| | | | $ | (5,916,947) | | | | |
$
|
(14,540,647)
|
| | | | $ | (11,666,118) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic weighted average common shares outstanding
|
| | |
|
3,956,455
|
| | | | | 8,442,703 | | | | |
|
3,446,123
|
| | | | | 8,425,655 | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(1.95)
|
| | | | $ | (0.70) | | | | |
$
|
(4.22)
|
| | | | $ | (1.38) | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Preferred stock
|
| | |
|
41,587,368
|
| | | | | 32,653,742 | | | | |
|
41,587,368
|
| | | | | 32,653,742 | | |
Stock options outstanding
|
| | |
|
8,154,762
|
| | | | | 6,599,248 | | | | |
|
8,478,016
|
| | | | | 5,772,226 | | |
Warrants outstanding
|
| | |
|
6,439
|
| | | | | 6,439 | | | | |
|
6,439
|
| | | | | 6,439 | | |
Total
|
| | |
|
49,748,569
|
| | | | | 39,259,429 | | | | |
|
50,071,823
|
| | | | | 38,432,407 | | |
| | |
Number of
Units |
| |
Weighted Average
Exercise Price |
| ||||||
Outstanding at January 1, 2021
|
| | | | 7,478,736 | | | | | $ | 0.68 | | |
Granted
|
| | | | 3,020,500 | | | | | | 6.09 | | |
Exercised
|
| | | | (1,723,319) | | | | | | 0.64 | | |
Forfeited
|
| | | | (368,462) | | | | | | 0.86 | | |
Outstanding at June 30, 2021
|
| | | | 8,407,455 | | | | | $ | 2.61 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Cost of revenues
|
| | |
|
162,205
|
| | | | | (4,464) | | | | |
|
217,052
|
| | | | | (74,439) | | |
Selling, general and administrative
|
| | |
|
527,289
|
| | | | | (131,502) | | | | |
|
698,065
|
| | | | | (29,113) | | |
Total stock-based compensation expense
|
| | |
|
689,494
|
| | | | | (135,966) | | | | |
|
915,117
|
| | | | | (103,552) | | |
| | |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
32,478,948
|
| | | | $ | 27,787,314 | | |
Restricted cash
|
| | |
|
1,004,142
|
| | | | | 720,703 | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
11,200,252
|
| | | | | 3,339,897 | | |
Prepaid expenses and other current assets
|
| | |
|
1,364,162
|
| | | | | 1,137,739 | | |
Total current assets
|
| | |
|
46,047,504
|
| | | | | 32,985,653 | | |
Noncurrent restricted cash
|
| | |
|
—
|
| | | | | 300,000 | | |
Property and equipment, net
|
| | |
|
535,384
|
| | | | | 626,278 | | |
Operating lease right-of-use assets
|
| | |
|
2,210,253
|
| | | | | — | | |
Capitalized software, net
|
| | |
|
8,054,367
|
| | | | | 5,868,915 | | |
Other assets
|
| | |
|
183,718
|
| | | | | 546,874 | | |
Total assets
|
| | |
$
|
57,031,226
|
| | | | $ | 40,327,720 | | |
Liabilities, preferred stock and stockholders’ deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
4,401,874
|
| | | | $ | 423,414 | | |
Accrued expenses and other liabilities
|
| | |
|
8,762,839
|
| | | | | 1,686,142 | | |
Deferred revenue
|
| | |
|
5,136,457
|
| | | | | 3,561,778 | | |
Deferred rent
|
| | |
|
—
|
| | | | | 478,603 | | |
Total current liabilities
|
| | |
|
18,301,170
|
| | | | | 6,149,937 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term deferred revenue
|
| | |
|
427,667
|
| | | | | 1,370,834 | | |
Long-term deferred rent
|
| | |
|
—
|
| | | | | 509,202 | | |
Operating lease liabilities
|
| | |
|
1,127,837
|
| | | | | — | | |
Other long-term liabilities
|
| | |
|
223,619
|
| | | | | — | | |
Total liabilities
|
| | |
|
20,080,293
|
| | | | | 8,029,973 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | |
Redeemable preferred stock: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 41,692,230 and 37,932,831 shares authorized, 41,587,368 and 32,653,742 issued and outstanding at December 31, 2020 and 2019, respectively
|
| | |
|
143,086,271
|
| | | | | 106,884,111 | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 74,666,115 and 61,057,864 shares authorized, 2,765,097 and 8,396,425 issued and outstanding at December 31, 2020 and 2019, respectively
|
| | |
|
856
|
| | | | | 839 | | |
Additional paid-in capital
|
| | |
|
1,611,049
|
| | | | | 1,374,319 | | |
Accumulated deficit
|
| | |
|
(107,747,243)
|
| | | | | (75,961,522) | | |
Total stockholders’ deficit
|
| | |
|
(106,135,338)
|
| | | | | (74,586,364) | | |
Total liabilities, preferred stock and stockholders’ deficit
|
| | |
$
|
57,031,226
|
| | | | $ | 40,327,720 | | |
| | |
Year Ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Revenues (including amounts with related parties)
|
| | |
$
|
23,704,219
|
| | | | $ | 14,080,998 | | |
Operating expenses: | | | | | | | | | | | | | |
Cost of revenues (including amounts with related parties)
|
| | |
|
22,597,361
|
| | | | | 7,852,390 | | |
Selling, general and administrative
|
| | |
|
28,351,709
|
| | | | | 22,012,162 | | |
Depreciation and amortization
|
| | |
|
4,446,670
|
| | | | | 3,343,802 | | |
Restructuring costs
|
| | |
|
771,942
|
| | | | | — | | |
Total operating expenses
|
| | |
|
56,167,682
|
| | | | | 33,208,354 | | |
Loss from operations
|
| | |
|
(32,463,463)
|
| | | | | (19,127,356) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | |
|
77,229
|
| | | | | 625,608 | | |
Sublease income (including amounts with related parties)
|
| | |
|
709,283
|
| | | | | — | | |
Other income
|
| | |
|
2,867
|
| | | | | 32,972 | | |
Total other income
|
| | |
|
789,379
|
| | | | | 658,580 | | |
Net loss and other comprehensive loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Loss per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (3.86) | | | | | $ | (2.22) | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | |
Weighted average shares used to compute basic and diluted net loss per share
|
| | | | 8,197,409 | | | | | | 8,310,604 | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balances at December 31, 2018
|
| | | | 20,335,871 | | | | | $ | 72,155,654 | | | | | | | 8,273,865 | | | | | $ | 827 | | | | | $ | 941,902 | | | | | $ | (57,492,746) | | | | | $ | (56,550,017) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 392,566 | | | | | | — | | | | | | 392,566 | | |
Proceeds from option exercises
|
| | | | — | | | | | | — | | | | | | | 122,560 | | | | | | 12 | | | | | | 39,851 | | | | | | — | | | | | | 39,863 | | |
Preferred Series D issuance, net of issuance costs
|
| | | | 12,317,871 | | | | | | 34,728,457 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,468,776) | | | | | | (18,468,776) | | |
Balances at December 31, 2019
|
| | | | 32,653,742 | | | | | | 106,884,111 | | | | | | | 8,396,425 | | | | | | 839 | | | | | | 1,374,319 | | | | | | (75,961,522) | | | | | | (74,586,364) | | |
Impact of adoption of ASC 842
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(111,637)
|
| | | |
|
(111,637)
|
| |
Stock-based compensation expense
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
122,032
|
| | | |
|
—
|
| | | |
|
122,032
|
| |
Proceeds from option exercises
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
164,886
|
| | | |
|
17
|
| | | |
|
131,785
|
| | | |
|
—
|
| | | |
|
131,802
|
| |
Preferred Series D-1 issuance, net of issuance costs
|
| | |
|
9,038,488
|
| | | |
|
39,860,073
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | |
Treasury stock
|
| | |
|
(104,862)
|
| | | |
|
(3,657,913)
|
| | | | |
|
(5,796,214)
|
| | | |
|
—
|
| | | |
|
(17,087)
|
| | | |
|
—
|
| | | |
|
(17,087)
|
| |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(31,674,084)
|
| | | |
|
(31,674,084)
|
| |
Balances at December 31, 2020
|
| | |
|
41,587,368
|
| | | |
$
|
143,086,271
|
| | | | |
|
2,765,097
|
| | | |
$
|
856
|
| | | |
$
|
1,611,049
|
| | | |
$
|
(107,747,243)
|
| | | |
$
|
(106,135,338)
|
| |
| | |
Year Ended December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
4,446,670
|
| | | | | 3,343,802 | | |
Amortization of operating ROU assets
|
| | |
|
1,885,456
|
| | | | | — | | |
Stock based compensation
|
| | |
|
122,032
|
| | | | | 392,566 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable (including amounts with related parties)
|
| | |
|
(7,860,356)
|
| | | | | 1,933,814 | | |
Prepaid expenses and other current assets
|
| | |
|
(226,423)
|
| | | | | (255,325) | | |
Other assets
|
| | |
|
363,156
|
| | | | | (142,251) | | |
Accounts payable
|
| | |
|
3,832,398
|
| | | | | (443,221) | | |
Accrued expenses and other current liabilities
|
| | |
|
6,782,108
|
| | | | | 735,379 | | |
Deferred revenue
|
| | |
|
631,513
|
| | | | | (2,889,187) | | |
Operating lease liabilities
|
| | |
|
(3,607,302)
|
| | | | | — | | |
Deferred rent
|
| | |
|
—
|
| | | | | 194,852 | | |
Other long-term liabilities
|
| | |
|
(170,677)
|
| | | | | — | | |
Net cash used in operating activities
|
| | |
|
(25,475,509)
|
| | | | | (15,598,347) | | |
Investing activities | | | | | | | | | | | | | |
Capitalized software development costs
|
| | |
|
(5,814,284)
|
| | | | | (4,429,289) | | |
Purchases of fixed assets
|
| | |
|
(352,009)
|
| | | | | (16,664) | | |
Proceeds from receipt of related party advances
|
| | | | — | | | | | | 454,200 | | |
Net cash used in investing activities
|
| | |
|
(6,166,293)
|
| | | | | (3,991,753) | | |
Financing activities | | | | | | | | | | | | | |
Proceeds from Series D-1 financing, net of issuance costs
|
| | |
|
39,860,073
|
| | | | | 34,728,457 | | |
Repurchase of common stock
|
| | |
|
(3,675,000)
|
| | | | | — | | |
Cash received from stock option exercises
|
| | |
|
131,802
|
| | | | | 39,863 | | |
Net cash provided by financing activities
|
| | |
|
36,316,875
|
| | | | | 34,768,320 | | |
Net increase in cash, cash equivalents, and restricted cash
|
| | |
|
4,675,073
|
| | | | | 15,178,220 | | |
Cash, cash equivalents, and restricted cash, beginning of period
|
| | |
|
28,808,017
|
| | | | | 13,629,797 | | |
Cash, cash equivalents, and restricted cash, end of year
|
| | |
$
|
33,483,090
|
| | | | $ | 28,808,017 | | |
Supplemental disclosures of non-cash activities | | | | ||||||||||
Net change in accounts payable and accrued expenses and other current liabilities related to capitalized software and fixed asset additions
|
| | |
$
|
(374,935)
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Compensation and benefits
|
| | |
$
|
16,696,017
|
| | | | $ | 13,094,579 | | |
Rent expense and other facilities costs
|
| | |
|
7,132,472
|
| | | | | 5,801,044 | | |
Professional fees and consultants
|
| | |
|
3,211,270
|
| | | | | 2,789,069 | | |
Legal settlement
|
| | |
|
1,125,000
|
| | | | | — | | |
Stock based compensation
|
| | |
|
186,950
|
| | | | | 327,470 | | |
Total
|
| | |
$
|
28,351,709
|
| | | | $ | 22,012,162 | | |
|
Furniture and fixtures
|
| | | | 5 years | | |
|
Computer equipment
|
| | | | 3 years | | |
|
Drug storage equipment
|
| | | | 5 years | | |
|
Leasehold improvements
|
| | | | 4 – 5 years | | |
| | |
2020
|
| |
2019
|
| ||||||
Accounts receivable
|
| | |
$
|
8,688,441
|
| | | | $ | 1,426,874 | | |
Unbilled services
|
| | |
|
2,511,811
|
| | | | | 1,913,023 | | |
Total accounts receivable and unbilled services
|
| | |
$
|
11,200,252
|
| | | | $ | 3,339,897 | | |
| | |
2020
|
| |
2019
|
| ||||||
Deferred revenue
|
| | |
$
|
5,564,124
|
| | | | $ | 4,932,612 | | |
| | |
2020
|
| |
2019
|
| ||||||
Capitalized commission cost, net
|
| | |
$
|
509,326
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Amortization of capitalized commission cost
|
| | |
$
|
(232,422)
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Furniture and fixtures
|
| | |
$
|
298,877
|
| | | | $ | 298,877 | | |
Drug storage equipment
|
| | |
|
115,054
|
| | | | | 115,054 | | |
Computer equipment
|
| | |
|
475,798
|
| | | | | 111,574 | | |
Leasehold improvements
|
| | |
|
1,239,147
|
| | | | | 1,252,885 | | |
| | | |
|
2,128,876
|
| | | | | 1,778,390 | | |
Less accumulated depreciation
|
| | |
|
(1,593,492)
|
| | | | | (1,152,112) | | |
Property and equipment, net
|
| | |
$
|
535,384
|
| | | | $ | 626,278 | | |
| | |
Amortization Expense
|
| |||
Year: | | | | | | | |
2021
|
| | | $ | 4,195,131 | | |
2022
|
| | | | 2,804,127 | | |
2023
|
| | | | 1,055,109 | | |
| | |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||
|
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
Amount |
| |
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
Amount |
| ||||||||||||||||||||
Capitalized software
|
| | |
$
|
18,638,249
|
| | | |
$
|
(10,583,882)
|
| | | |
$
|
8,054,367
|
| | | | $ | 12,461,245 | | | | | $ | (6,592,330) | | | | | $ | 5,868,915 | | |
| | |
Classification
|
| |
2020
|
| |||
Operating fixed lease cost
|
| |
Selling, general and administrative expenses
|
| | | $ | 2,126,662 | | |
Operating variable lease cost
|
| |
Selling, general and administrative expenses
|
| | | | 238,205 | | |
Total lease cost
|
| | | | | | $ | 2,364,867 | | |
| | |
2020
|
| |||
Supplemental cash flow | | | | | | | |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows for operating leases
|
| | | $ | 2,495,972 | | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | | | |
Operating leases
|
| | | $ | 4,095,709 | | |
Weighted average remaining lease term (years): | | | | | | | |
Operating leases
|
| | | | 2.24 | | |
Weight average discount rate: | | | | | | | |
Operating leases
|
| | | | 6.50% | | |
| | |
Operating Leases
|
| |||
2021
|
| | | $ | 1,462,045 | | |
2022
|
| | | | 801,800 | | |
2023
|
| | | | 130,332 | | |
2024
|
| | | | 134,054 | | |
2025
|
| | | | 137,888 | | |
Thereafter
|
| | | | 11,518 | | |
Total future minimum lease payments
|
| | | | 2,677,637 | | |
Less imputed interest
|
| | | | (197,263) | | |
Total
|
| | | $ | 2,480,374 | | |
Reported as of December 31, 2020: | | | | | | | |
Accrued expenses and other liabilities
|
| | | $ | 1,352,537 | | |
Operating lease liabilities
|
| | | | 1,127,837 | | |
Total
|
| | | $ | 2,480,374 | | |
|
2020
|
| | | $ | 2,325,562 | | |
|
2021
|
| | | | 1,360,130 | | |
|
2022
|
| | | | 752,532 | | |
|
2023
|
| | | | 124,068 | | |
|
2024
|
| | | | 127,790 | | |
|
Thereafter
|
| | | | 142,618 | | |
|
Total
|
| | | $ | 4,832,700 | | |
| | |
2020
|
| |||
Sublease income | | | | | | | |
Fixed
|
| | | $ | 709,283 | | |
Variable
|
| | | | 4,971 | | |
Total sublease income
|
| | | $ | 714,254 | | |
|
2021
|
| | | $ | 666,740 | | |
|
2022
|
| | | | 823,900 | | |
|
2023
|
| | | | 130,332 | | |
|
2024
|
| | | | 134,054 | | |
|
2025
|
| | | | 137,888 | | |
|
Thereafter
|
| | | | 11,517 | | |
|
Total
|
| | | $ | 1,904,431 | | |
| | |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | |
$
|
543,148
|
| | | | $ | 551,689 | | |
Good Dermatology receivable
|
| | |
|
—
|
| | | | | 448,098 | | |
Leased facility security deposit
|
| | |
|
231,901
|
| | | | | — | | |
Capitalized commission cost, net
|
| | |
|
509,326
|
| | | | | — | | |
Other
|
| | |
|
79,787
|
| | | | | 137,952 | | |
Total prepaid expenses and other current assets
|
| | |
$
|
1,364,162
|
| | | | $ | 1,137,739 | | |
| | |
2020
|
| |
2019
|
| ||||||
Professional fees
|
| | |
$
|
1,623,286
|
| | | | $ | 375,902 | | |
Compensation, including bonuses, fringe benefits, and payroll taxes
|
| | |
|
4,364,645
|
| | | | | 1,310,240 | | |
Current portion of operating lease liabilities
|
| | |
|
1,352,537
|
| | | | | — | | |
Commissions payable
|
| | |
|
197,371
|
| | | | | — | | |
Legal settlement
|
| | |
|
1,225,000
|
| | | | | — | | |
Total accrued expenses
|
| | |
$
|
8,762,839
|
| | | | $ | 1,686,142 | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred shares authorized | | | | | | | | | | | | | |
Series A preferred
|
| | |
|
6,746,233
|
| | | | | 6,746,233 | | |
Series B preferred
|
| | |
|
7,588,369
|
| | | | | 7,588,369 | | |
Series C preferred
|
| | |
|
6,001,269
|
| | | | | 6,001,269 | | |
Series D preferred
|
| | |
|
12,317,871
|
| | | | | 17,596,960 | | |
Series D1 preferred
|
| | |
|
9,038,488
|
| | | | | — | | |
Total preferred shares authorized
|
| | |
|
41,692,230
|
| | | | | 37,932,831 | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred shares issued and outstanding | | | | | | | | | | | | | |
Series A preferred
|
| | |
|
6,641,371
|
| | | | | 6,746,233 | | |
Series B preferred
|
| | |
|
7,588,369
|
| | | | | 7,588,369 | | |
Series C preferred
|
| | |
|
6,001,269
|
| | | | | 6,001,269 | | |
Series D preferred
|
| | |
|
12,317,871
|
| | | | | 12,317,871 | | |
Series D1 preferred
|
| | |
|
9,038,488
|
| | | | | — | | |
Total preferred shares issued and outstanding
|
| | |
|
41,587,368
|
| | | | | 32,653,742 | | |
| | |
2020
|
| |
2019
|
| ||||||
Common stock shares, beginning balance
|
| | |
|
8,396,425
|
| | | | | 8,273,865 | | |
Issuance of common stock
|
| | |
|
164,886
|
| | | | | 122,560 | | |
Repurchase of common stock
|
| | |
|
(5,796,214)
|
| | | | | — | | |
Common stock shares, ending balance
|
| | |
|
2,765,097
|
| | | | | 8,396,425 | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | |
$
|
(31,674,084)
|
| | | | $ | (18,468,776) | | |
Denominator: | | | | | | | | | | | | | |
Basic weighted average common shares outstanding
|
| | |
|
8,197,409
|
| | | | | 8,310,333 | | |
Earnings (loss) per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(3.86)
|
| | | | $ | (2.22) | | |
| | |
2020
|
| |
2019
|
| ||||||
Preferred stock
|
| | |
|
36,338,255
|
| | | | | 30,610,834 | | |
Stock options outstanding
|
| | |
|
6,714,171
|
| | | | | 5,301,830 | | |
Warrants outstanding
|
| | |
|
6,439
|
| | | | | 6,439 | | |
Total
|
| | |
|
43,058,865
|
| | | | | 35,919,104 | | |
| | |
Number of
Units |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding as of January 1, 2019
|
| | | | 4,823,893 | | | | | $ | 1.20 | | | | | | 8.71 | | | | | | | | |
Granted
|
| | | | 1,654,000 | | | | | | 0.82 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (122,560) | | | | | | 0.33 | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (1,207,259) | | | | | | 1.33 | | | | | | — | | | | | | | | |
Outstanding as of January 1, 2020
|
| | | | 5,148,074 | | | | | $ | 1.10 | | | | | | 8.22 | | | | | | | | |
Granted
|
| | | | 4,704,932 | | | | | | 0.52 | | | | | | — | | | | | | | | |
Exercised
|
| | | | (164,886) | | | | | | (0.80) | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (2,209,384) | | | | | | (1.26) | | | | | | — | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 7,478,736 | | | | | $ | 0.68 | | | | | | 8.35 | | | | | $ | 6,058,137 | | |
Exercisable at December 31, 2020
|
| | | | 3,142,881 | | | | | $ | 0.81 | | | | | | 7.30 | | | | | $ | 2,173,188 | | |
| | |
2020
|
| |
2019
|
| ||||||
Cost of revenues
|
| | | $ | (64,919) | | | | | $ | 65,096 | | |
Selling, general and administrative
|
| | | | 186,950 | | | | | | 327,470 | | |
Total stock-based compensation expense
|
| | | $ | 122,032 | | | | | $ | 392,566 | | |
| | |
2020
|
| |
2019
|
| ||||||
Total grant date fair value of stock options vested
|
| | | $ | 533,089 | | | | | $ | 643,425 | | |
| | |
2020
|
| |
2019
|
|
Expected term
|
| |
6.25 years
|
| |
2.25 years – 6.25 years
|
|
Weighted-average grant date fair value per stock option granted
|
| |
$0.23
|
| |
$0.28
|
|
Risk-free interest rate
|
| |
0.4% – 1.4%
|
| |
1.1% – 3.0%
|
|
Expected volatility
|
| |
43.5% – 46.4%
|
| |
32.3% – 37.9%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
| | |
2020
|
| |
2019
|
| ||||||
U.S. income (loss) before taxes
|
| | |
$
|
(31,666,084)
|
| | | | $ | (18,468,776) | | |
Foreign income (loss) before taxes
|
| | |
|
—
|
| | | | | — | | |
Total income (loss) before taxes
|
| | |
$
|
(31,666,084)
|
| | | | $ | (18,468,776) | | |
| | |
2020
|
| |
2019
|
| ||||||
Statutory U.S. federal rate
|
| | |
$
|
(6,649,878)
|
| | | | $ | (3,878,443) | | |
State income tax net of federal benefit
|
| | |
|
(1,141,758)
|
| | | | | (767,428) | | |
Permanent items
|
| | |
|
77,747
|
| | | | | 109,580 | | |
Other prior year adjustments
|
| | |
|
(99,275)
|
| | | | | (1,339) | | |
Rate adjustment
|
| | |
|
(12,921)
|
| | | | | 65,267 | | |
Valuation allowance
|
| | |
|
7,826,085
|
| | | | | 4,472,363 | | |
Total income tax expense (benefit)
|
| | |
$
|
—
|
| | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Net operating loss carryforwards
|
| | |
$
|
24,923,945
|
| | | | $ | 18,039,466 | | |
Amortizable assets
|
| | |
|
6,321
|
| | | | | 7,143 | | |
Equity compensation
|
| | |
|
50,118
|
| | | | | 77,916 | | |
Salaries and wages
|
| | |
|
1,048,104
|
| | | | | 151,442 | | |
Deferred rent
|
| | |
|
—
|
| | | | | 133,387 | | |
Deferred revenue
|
| | |
|
861,120
|
| | | | | 544,415 | | |
Leasehold improvements
|
| | |
|
611,657
|
| | | | | — | | |
Other
|
| | |
|
303,317
|
| | | | | 26,535 | | |
Total deferred tax assets
|
| | |
|
27,804,582
|
| | | | | 18,980,304 | | |
Less: valuation allowance
|
| | |
|
(25,316,127)
|
| | | | | (17,490,042) | | |
Net deferred tax asset
|
| | |
|
2,488,455
|
| | | | | 1,490,262 | | |
Operating lease ROU
|
| | |
|
(545,045)
|
| | | | | — | | |
Fixed assets
|
| | |
|
(1,943,410)
|
| | | | | (1,490,262) | | |
Total deferred tax liabilities
|
| | |
|
(2,488,455)
|
| | | | | (1,490,262) | | |
Net deferred tax assets (liabilities)
|
| | |
$
|
—
|
| | | | $ | — | | |
|
Unrecognized Tax Benefits – Beginning
|
| | | $ | 239,927 | | |
|
Gross increases – tax positions in prior period
|
| | | | — | | |
|
Gross decreases – tax positions in prior period
|
| | | | — | | |
|
Gross increase – current-period tax positions
|
| | | | — | | |
|
Gross decrease – current-period tax positions
|
| | | | — | | |
|
Settlements
|
| | | | — | | |
|
Lapse of statute of limitations
|
| | | | — | | |
|
Unrecognized Tax Benefits – Ending
|
| | | $ | 239,927 | | |
| | |
Page
|
| |||
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-5 | | | |
| | | | A-7 | | | |
| | | | A-7 | | | |
| | | | A-7 | | | |
| | | | A-8 | | | |
| | | | A-8 | | | |
| | | | A-9 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-13 | | | |
| | | | A-13 | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
| | | | A-15 | | | |
| | | | A-16 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | |
| | |
Page
|
| |||
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-43 | | |
| | |
Page
|
| |||
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-58 | | |
|
Exhibit A
Definitions
|
| | | |
|
Exhibit B
Form of Support Agreement
|
| | | |
|
Exhibit C
Form of Amended and Restated Registration Rights Agreement
|
| | | |
|
Exhibit D
Form of Amended and Restated Bylaws of Parent
|
| | | |
|
Exhibit E
Form of Amended and Restated Certificate of Incorporation of Parent
|
| | | |
|
Exhibit F
Sponsor Lock-Up Agreement
|
| | | |
|
Exhibit G
Director Nomination Agreement Term Sheet
|
| | | |
| | | | Sincerely, | | |||
| | | | COMPANY STOCKHOLDERS | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | COMPANY: | | |||
| | | | SCIENCE 37 HOLDINGS, INC. | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | INVESTORS: | | |||
| | | | LIFESCI HOLDINGS LLC | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | CHARDAN HEALTHCARE INVESTMENTS LLC | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | [ • ] | | |||
| | | |
By:
Name: Title: |
| |
|
|
| | | | LIFESCI ACQUISITION II CORP. | | |||
| | | | By: | | |
Name: Andrew McDonald
Title: Chief Executive Officer |
|
| | | | HOLDER | | |||
| | | | LIFESCI HOLDINGS LLC | | |||
| | | | By: | | |
Name: Andrew McDonald
Title: Chief Executive Officer
Address for Notice:
LifeSci Holdings LLC
250 West 55th Street, #3401 New York, NY 10019 (646) 889-1200 Attn: Andrew McDonald Email: andrew@lifesciacquisition.com
with a copy, which shall not constitute notice, to:
Loeb and Loeb LLP
345 Park Avenue, 19th Floor New York, NY 10154 Attn: Mitchell Nussbaum Email: mnussbaum@loeb.com |
|
| | | | NUMBER OF LOCK-UP SHARES: | | |||
| | | | | | |
1,772,034 shares of Parent Common Stock
3,146,453 Parent Warrants |
|
| Name of Investor | | | Address | |
| LifeSci Holdings LLC | | |
250 W 55th St, #3401
New York, NY 10019 |
|
| Chardan Healthcare Investments LLC | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| [ • ] | | | [ • ] | |
| | |
Page
|
| |||
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-1 | | | |
| | | | C-4 | | | |
| | | | C-7 | | | |
| | | | C-7 | | | |
| | | | C-7 | | | |
| | | | C-8 | | | |
| | | | C-8 | | | |
| | | | C-8 | | | |
| | | | C-9 | | | |
| | | | C-9 | | | |
| | | | C-10 | | | |
| | | | C-10 | | | |
| | | | C-10 | | | |
| | | | C-10 | | | |
| | | | C-10 | | | |
| | | | C-10 | | | |
| | | | C-11 | | | |
| | | | C-11 | | | |
| | | | C-11 | | | |
| | | | C-11 | | | |
| | | | C-12 | | | |
| | | | C-12 | | | |
| | | | C-12 | | | |
| | | | C-12 | | | |
| | | | C-12 | | | |
| | | | C-12 | | | |
| | | | C-13 | | | |
| | | | C-13 | | | |
| | | | C-13 | | | |
| | | | C-13 | | | |
| | | | C-13 | | | |
| | | | C-13 | | | |
| | | | C-14 | | | |
| | | | C-14 | | |
| | |
Page
|
| |||
| | | | C-14 | | | |
| | | | C-14 | | | |
| | | | C-14 | | | |
| | | | C-14 | | | |
| | | | C-14 | | | |
| | | | C-14 | | | |
| | | | C-15 | | | |
| | | | C-15 | | | |
| | | | C-15 | | | |
| | | | C-15 | | | |
| | | | C-15 | | | |
| | | | C-16 | | | |
| | | | C-16 | | | |
| | | | C-16 | | | |
| | | | C-16 | | | |
| | | | C-16 | | | |
| | | | C-16 | | | |
| | | | C-16 | | | |
| | | | C-17 | | | |
| | | | C-17 | | | |
| | | | C-17 | | | |
| | | | C-17 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-19 | | | |
| | | | C-20 | | | |
| | | | C-20 | | | |
| | | | C-20 | | | |
| | | | C-20 | | | |
| | | | C-21 | | | |
| | | | C-21 | | | |
| | | | C-21 | | |
| | | |
[Name]
[Full Title of Secretary] |
|