Close

Form SC 13G Lifesci Acquisition II Filed by: LifeSci Holdings LLC

February 16, 2021 5:35 PM EST

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

 

LifeSci Acquisition II Corp.

(Name of Issuer)

 

Common Stock, $0.0001 par value
(Title of Class of Securities)

 

53229E103
(CUSIP Number)

 

December 31, 2020
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1 (b)
¨Rule 13d-1 (c)
xRule 13d-1 (d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following page(s))
Page 1 of 7 Pages

 

 

 

 

 

CUSIP No. 53229E103  13G  Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

LifeSci Holdings LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)            x
(b)            ¨
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

1,772,034

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,772,034

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,772,034

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 


¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 

CUSIP No. 53229E103  13G  Page 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Andrew McDonald

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)            x
(b)            ¨
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,772,034(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,772,034(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,772,034(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 


¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%

12

TYPE OF REPORTING PERSON*

 

IN

 

(1) Consists of shares owned by LifeSci Holdings LLC (“LifeSci Holdings”). Andrew McDonald shares voting and dispositive power over the shares owned by the LifeSci Holdings.

 

 

  

CUSIP No. 53229E103  13G  Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

Michael Rice

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)            x
(b)            ¨
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,772,034(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,772,034(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,772,034(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 


¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%

12

TYPE OF REPORTING PERSON*

 

IN

 

(1) Consists of shares owned by LifeSci Holdings. Michael Rice shares voting and dispositive power over the shares owned by the LifeSci Holdings.

 

 

 

CUSIP No. 53229E103  13G  Page 5 of 7 Pages

 

Explanatory Note

Item 1.

(a)           Name of Issuer: LifeSci Acquisition II Corp.

 

(b)           Address of Issuer's Principal Executive Offices:

 

250 W. 55th St., #3401

New York, NY 10019

 

Item 2.

 

(a)           Name of Person Filing:

This statement is filed by:

 

(i) LifeSci Holdings LLC

(ii) Andrew McDonald

(iii) Michael Rice

 

(b)           Address of Principal Business Office or if none, Residence:

 

c/o LifeSci Acquisition II Corp.

250 W. 55th St., #3401

New York, NY 10019

 

(c)           Citizenship:

 

LifeSci Holdings LLC – Delaware

Andrew McDonald – United States

Michael Rice – United States

 

(d)           Title of Class of Securities: Common Stock, $0.0001 par value

 

(e)           CUSIP Number: 53229E103

 

Item 3.                    Not Applicable

 

Item 4.                    Ownership.

 

(a)Amount Beneficially Owned:

 

LifeSci Holdings LLC – 1,772,034 shares.

 

Andrew McDonald – 1,772,034 shares. Consists of shares owned by LifeSci Holdings LLC.

 

Michael Rice – 1,772,034 shares. Consists of shares owned by LifeSci Holdings LLC.

 

(b)Percent of Class:

 

LifeSci Holdings LLC – 17.7%

 

Andrew McDonald – 17.7%

 

Michael Rice – 17.7%

 

The foregoing percentages are based on 10,011,301 shares of common stock outstanding as of December 31, 2020.

 

 

 

CUSIP No. 53229E103  13G  Page 6 of 7 Pages

 

(c)           Number of shares as to which such person has:

 

(i)            sole power to vote or to direct the vote:

 

LifeSci Holdings LLC – 1,772,034

 

Andrew McDonald – 0

 

Michael Rice – 0

 

(ii)           shared power to vote or to direct the vote:

 

LifeSci Holdings LLC – 0

 

Andrew McDonald – 1,772,034

 

Michael Rice – 1,772,034

 

(iii)          sole power to dispose or to direct the disposition of:

 

LifeSci Holdings LLC – 1,772,034

 

Andrew McDonald – 0

 

Michael Rice – 0

 

(iv)          shared power to dispose or to direct the disposition of:

 

LifeSci Holdings LLC – 0

 

Andrew McDonald – 1,772,034

 

Michael Rice – 1,772,034

 

Item 5.                    Ownership of Five Percent or Less of a Class: Not Applicable

 

Item 6.                    Ownership of More than Five Percent on Behalf of Another Person: Not Applicable

 

Item 7.                    Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable

 

Item 8.                    Identification and Classification of Members of the Group: Not Applicable

 

Item 9.                    Notice of Dissolution of Group: Not Applicable

 

Item 10.                  Certifications: Not Applicable

 

 

   

CUSIP No. 53229E103  13G  Page 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 16, 2021

 

  LIFESCI HOLDINGS LLC
   
  By: /s/ Andrew McDonald
  Name: Andrew McDonald
  Title: Managing Member
   
  By: /s/ Michael Rice
  Name: Michael Rice
  Title: Managing Member
   
   
  /s/ Andrew McDonald
  Andrew McDonald
   
  /s/ Michael Rice
  Michael Rice

  

 

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of LifeSci Acquisition II Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 16, 2021.

 

  LIFESCI HOLDINGS LLC
     
  By: /s/ Andrew McDonald
    Name: Andrew McDonald
    Title: Managing Member
     
  By: /s/ Michael Rice
    Name: Michael Rice
    Title: Managing Member
     
  /s/ Andrew McDonald
  Andrew McDonald
   
  /s/ Michael Rice
  Michael Rice

 

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings

Related Entities

13G, Definitive Agreement