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Science 37 Holdings (SNCE) Announces 1-for-20 Reverse Stock Split effective December 8, 2023

December 5, 2023 7:05 AM EST

Science 37 Holdings, Inc. (Nasdaq: SNCE) (“Science 37” or the “Company”), the clinical research industry-leading Metasite™, announced today that it will effect a 1-for-20 reverse stock split (“Reverse Stock Split”) of its outstanding common stock, par value $0.0001 per share (“Common Stock”), that will become effective on December 8, 2023, at 12:01 a.m., Eastern Time. Science 37’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “SNCE” and will begin trading on a split-adjusted basis when the market opens on December 8, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 808644207.

The Reverse Stock Split is part of the Company’s plan to regain compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.

At the Company’s Special Meeting of Stockholders held on November 29, 2023, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock, at a ratio within the range of 1-for-5 to 1-for-30. The Company’s board of directors approved a 1-for-20 reverse split ratio, and on December 4, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective December 8, 2023.

As a result of the Reverse Stock Split, every 20 pre-split shares of Common Stock outstanding will become one share of common stock. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 119 million to approximately 6 million. Proportional adjustments also will be made to outstanding equity awards, and to the number of shares issued and issuable under the Company's stock incentive plans and certain existing agreements. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock or preferred stock.

No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

The Company’s transfer agent, Continental Stock Transfer & Trust Company, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 27, 2023, which is available on the SEC’s website at www.sec.gov.



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