Science 37 to Become Publicly Listed via Merger with LifeSci Acquisition II Corp. (LSAQ)

May 7, 2021 7:55 AM EDT

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Science 37, Inc. (“Science 37”), developer of the Decentralized Clinical Trial Operating System™, and LifeSci Acquisition II Corp. (NASDAQ: LSAQ) (“LifeSci”), a blank check company targeting the biopharma, medical technology, digital health and healthcare services sectors, announced today that they have entered into a definitive business combination agreement. Upon closing of the proposed transaction, the combined company will operate as Science 37 and is expected to be listed on the NASDAQ under the ticker symbol “SNCE”. The proposed transaction values Science 37 at an initial enterprise value of approximately $1.05 billion and will provide the combined company with approximately $250 million of cash (assuming no redemptions from LifeSci’s trust account), to fuel continued growth.

“The clinical research industry is undergoing a dramatic transformation in which traditional development methods are being supplanted by technology fueled innovation,” said David Coman, Chief Executive Officer of Science 37. “Our clinical trial Operating System (OS) can enable significantly faster enrollment, retain patients at a meaningfully higher rate, and achieve higher enrollment among diverse patient populations. With this investment, we expect to advance our OS to further penetrate adjacent markets, and power the future of clinical research where we bridge between the traditional and decentralized approaches to enable a truly Agile Clinical Trial.”

Andrew McDonald, Ph.D., Chief Executive Officer of LifeSci Acquisition II Corp, said, “healthcare is increasingly transitioning to virtual and home-based environments, and we believe Science 37 is uniquely positioned as a pioneer in its approach to clinical trials. The company’s rapid growth is a testament to its truly disruptive technology and its immense market opportunity to change the way drugs are developed and go to market.”

Science 37 Overview

Founded in 2014, Science 37 provides customers with a platform to empower clinical research while optimizing the experience and outcomes for patients and researchers. Science 37 believes that the success and future of clinical research demands the ability to activate and provide any patient, regardless of premises; a network of traditional providers, telemedicine providers, mobile nurses, and remote coordinators; and a flexible operating system to navigate between on-site and off-site research and care.

Science 37 is differentiated in the market by the breadth of its technology and virtual capabilities, ranging from executing a virtual clinical trial, to supplementing a trial as a virtual site, to enabling clinical trials through technology.

Since its founding, the company has conducted more than 95 decentralized clinical trials and engaged more than 366,000 patients. Science 37 has demonstrated an ability to speed up patient enrollment, improve patient retention and reach a more representative population. The company’s customer base consists of pharmaceutical corporations, biotech companies, and academic and governmental institutions.

Summary of the Transaction

The transaction values Science 37 at a total enterprise value of approximately $1.05 billion and a fully distributed equity value of approximately $1.3 billion at signing, excluding any contingent consideration. The transaction also includes up to $125 million of additional contingent consideration to existing shareholders of Science 37 subject to the achievement of certain aftermarket stock price targets.

The transaction is expected to deliver approximately $280 million of gross proceeds, including the contribution of up to $80 million of cash held in LifeSci’s trust account (assuming no redemptions from the trust account) and $200 million from a fully committed private placement in public equity funding from a group of leading institutional and healthcare investors. Pro forma for the business combination and the PIPE, legacy shareholders of Science 37 and employees of the Company will own approximately 77% of the public company, excluding any contingent consideration and before giving effect to any conversion of LifeSci’s private warrants into shares of common stock in connection with the closing.

The transaction has been unanimously approved by each of LifeSci’s and Science 37’s Board of Directors. The proposed transaction is subject to the approval of LifeSci and Science 37 stockholders and the satisfaction or waiver of other customary conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), and is expected to close in the third quarter of 2021.

Additional information about the proposed transaction, including a copy of the merger agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed today by LifeSci with the SEC, which will be available at www.sec.gov.

Advisors

Cowen and Perella Weinberg Partners LP are acting as financial advisors and Latham & Watkins LLP and DLA Piper LLP (US) are serving as legal advisors to Science 37. Cowen acted as sole placement agent to LifeSci Acquisition II Corp. in connection with the private placement. LifeSci Capital LLC acted as lead book-running manager to LifeSci Acquisition II Corp. in connection with its initial public offering in November 2020. Loeb & Loeb LLP is serving as legal advisor to LifeSci Acquisition II Corp.



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