Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

SCIENCE 37 HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

808644108

(CUSIP Number)

Julia James

PPD, Inc.

929 North Front Street

Wilmington, North Carolina 28401

(910) 251-0081

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

With copies to:

William Brentani

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

(650) 251-5000

October 6, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

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

The information required on 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, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

CUSIP NO. 808644108

 

1.		Names of Reporting Persons.     Pharmaceutical Product Development, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				7.		Sole Voting Power     17,314,315
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     17,314,315
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     17,314,315
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.1%
14.		Type of Reporting Person (See Instructions)     OO

CUSIP NO. 808644108

 

1.		Names of Reporting Persons.     Wildcat Acquisition Holdings (UK) Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     United Kingdom

Number of shares  beneficially  owned by each reporting person with:				7.		Sole Voting Power     17,314,315
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     17,314,315
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     17,314,315
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.1%
14.		Type of Reporting Person (See Instructions)     CO

CUSIP NO. 808644108

 

1.		Names of Reporting Persons.     Jaguar Holding Company II
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				7.		Sole Voting Power     17,314,315
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     17,314,315
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     17,314,315
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.1%
14.		Type of Reporting Person (See Instructions)     CO

CUSIP NO. 808644108

 

1.		Names of Reporting Persons.     Jaguar Holding Company I, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				7.		Sole Voting Power     17,314,315
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     17,314,315
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     17,314,315
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.1%
14.		Type of Reporting Person (See Instructions)     OO

CUSIP NO. 808644108

 

1.		Names of Reporting Persons.     Eagle Holding Company II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				7.		Sole Voting Power     17,314,315
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     17,314,315
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     17,314,315
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.1%
14.		Type of Reporting Person (See Instructions)     OO

CUSIP NO. 808644108

 

1.		Names of Reporting Persons.     PPD, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				7.		Sole Voting Power     17,314,315
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     17,314,315
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     17,314,315
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     15.1%
14.		Type of Reporting Person (See Instructions)     CO

Item 1. Security and Issuer

This Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.0001per share (Common Stock), of Science 37 Holdings, Inc. (formerly known as LifeSci Acquisition II Corp.), a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 600 Corporate Pointe, Suite 320, Culver City, California 90230.

Item 2. Identity and Background

This Schedule 13D is filed jointly on behalf of PPD, Inc. (PPD), Eagle Holding Company II, LLC (Eagle II), Jaguar Holding Company I, LLC (Jaguar I), Jaguar Holding Company II (Jaguar II), Wildcat Acquisition Holdings (UK) Limited (Wildcat) and Pharmaceutical Product Development, LLC (Pharma LLC and, collectively with PPD, Eagle II, Jaguar I, Jaguar II and Wildcat, the Reporting Persons).

PPD is a Delaware corporation and is a leading provider of drug development services to the biopharmaceutical industry. PPD conducts its business operations through its direct and indirect subsidiaries, including Eagle II for which it serves as sole member. Eagle II is a Delaware limited liability company whose principal business is serving as the sole member of Jaguar I. Jaguar I is a Delaware limited liability company whose principal business is serving as the sole shareholder of Jaguar II. Jaguar II is a Delaware corporation whose principal business is serving as the sole shareholder of Wildcat. Wildcat is a corporation organized under the laws of the United Kingdom whose principal business is serving as the sole member of Pharma LLC. Pharma LLC is a Delaware limited liability company whose principal business is providing of drug development services to the biopharmaceutical industry and investing in securities of the Issuer. The principal office of Wildcat is 11 Granta Park, Cambridge CB21 6GQ, United Kingdom, and the principal office of each of the other Reporting Persons is 929 North Front Street, Wilmington, North Carolina 28401.

Information regarding each director and executive officer of PPD is set forth on Schedule I attached hereto, which is incorporated herein by reference in response to this Item 2.

To the best knowledge of the Reporting Persons, none of the entities or persons identified in the previous paragraphs of this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A.

Item 3. Source and Amount of Funds or Other Consideration

On October 6, 2021 (the Closing Date), in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 6, 2021 (the Merger Agreement), by and among LifeSci Acquisition II Corp. (LSAQ), LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAQ (Merger Sub) and Science 37, Inc., a Delaware corporation (Science 37), among other things, Merger Sub merged with and into Science 37 (the Business Combination) with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ. Following the Business Combination, LSAQ was renamed Science 37 Holdings, Inc. In exchange for their ownership of preferred stock of Science 37 prior to the Business Combination, Pharma LLC received 16,814,315 shares of Common Stock of the Issuer in accordance with the terms of the Merger Agreement.

Immediately prior to the closing of the Business Combination, Pharma LLC also purchased 500,000 shares of Common Stock in a private placement at a purchase price of $10.00 per share (the PIPE Investment). Pharma LLCs payment of the purchase price in the PIPE Investment was funded through the working capital of Pharma LLC.

Item 4. Purpose of Transaction

The information set forth or incorporated by reference in Items 2, 3, 5 and 6 is hereby incorporated herein by reference thereto.

Pharma LLC acquired the shares of Common Stock beneficially owned by it pursuant to the Business Combination and for investment purposes. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of shares of Common Stock or any securities exercisable for or convertible into shares of Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional shares of Common Stock or securities exercisable for or convertible into shares of Common Stock or dispose of any or all of its shares of Common Stock or securities exercisable for or convertible into shares of Common Stock depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations.

In addition, each of the Reporting Persons may engage in communications with one or more other shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board of Directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Other than as described above, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 3 and 4 is incorporated by reference in its entirety into this Item 5.

(a), (b) The following disclosure assumes that there are 114,707,150 shares of Common Stock outstanding, as set forth in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on October 13, 2021.

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), the Reporting Persons may be deemed to beneficially own an aggregate of 17,314,315 shares of Common Stock, representing approximately 15.1% of shares of Common Stock outstanding.

Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.

(c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons, nor to its knowledge, any person listed on Schedule I, has effected any transactions in Common Stock during the past 60 days.

(d) No one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Director Nomination Agreement

Immediately prior to the effective time of the Business Combination, LSAQ and certain stockholders of Science 37, including Pharma LLC, entered into a Director Nomination Agreement pursuant to which each party agreed that the

Post-Business Combination Board of Directors of the Issuer will initially consist of at least seven members, one of which will be appointed by LSAQ pursuant to the Merger Agreement, and the remainder of which will be appointed by Science 37. The initial Post-Business Combination Board is comprised of the following: the Chief Executive Officer of the Issuer immediately following the closing of the Business Combination, John W. Hubbard, Neil Tiwari, Emily Rollins, one independent director to be designated by certain affiliates of Redmile Group, LLC, one independent director to be designated by certain affiliates of Lux Capital Management, LLC and one independent director to be designated by Pharma LLC. The Director Nomination Agreement also provides, among other things, that from and after the closing of the Business Combination and until such time as it holds less than 10.0% of the issued and outstanding common stock of the Issuer, each of these stockholders will be entitled to nominate one person for election as a director of the Post-Business Combination Board at the applicable meeting of the stockholders of the Issuer, and subject to the Post-Business Combination Boards fiduciary duties, the Post-Business Combination Board will recommend these directors for stockholder approval. Pharma LLC has designated Bhooshitha B. De Silva to serve on the Board of Directors of the Issuer pursuant to the terms of the Director Nomination Agreement.

Registration Rights Agreement

In connection with the closing of the Business Combination, Science 37, LSAQ and certain stockholders of LSAQ and certain stockholders of Science 37 who received shares of Issuer Common Stock pursuant to the Merger Agreement, including Pharma LLC, entered into an amended and restated registration rights agreement (the Registration Rights Agreement), which became effective upon the consummation of the Business Combination. Pursuant to the Registration Rights Agreement, the Issuer has agreed to file a shelf registration statement within 45 days following the closing of the Business Combination in respect of the equity securities held by certain parties to the Registration Rights Agreement, including Pharma LLC, and will maintain such shelf registration statement until such parties have sold all eligible equity securities of the Issuer beneficially owned by such parties as of the closing of the Business Combination. Pursuant to the Registration Rights Agreement, (i) LifeSci Holdings LLC (together with its permitted transferees, the Sponsor Holder) and/or (ii) the holders of at least 20% of the number of shares of the Issuers Common Stock registrable thereunder (the Registrable Securities) are entitled to make a written demand for registration under the Securities Act of 1933, as amended (the Securities Act), of all or part of their Registrable Securities, as the case may be (a Demand Registration), and also have customary piggyback rights on registered offerings of equity securities of the Issuer and certain other registration rights. The Issuer is not obligated to effect more than one Demand Registration for the Sponsor Holder and two Demand Registrations for other holders of registrable securities, including Pharma LLC.

Any underwritten offering of the Issuers equity securities will be subject to customary cut-back provisions. Pursuant to the Registration Rights Agreement, the Issuer has agreed to cooperate and use commercially reasonable efforts to consummate the applicable registered offerings initiated by the parties and will pay the fees and expenses of such offerings (including fees of one counsel for the parties participating in such offering).

Subscription Agreement

In connection with the execution of the Merger Agreement, Pharma LLC entered into a subscription agreement with the Issuer, dated as of May 6, 2021 (the Subscription Agreement), pursuant to which Pharma LLC purchased 500,000 shares of Issuer common stock at a purchase price of $10.00 per share upon consummation of the Business Combination. Pursuant to the Subscription Agreement, the Issuer has agreed to file a registration statement within 30 days following the closing of the Business Combination (the Filing Deadline) to register for resale all shares purchased in the PIPE Investment and will use commercially reasonable efforts to have such registration statement declared effective by the SEC no later than the earlier of (i) 60 calendar days following the Filing Deadline (or 90 calendar days if the SEC notifies the Issuer that it will review the registration statement) and (ii) the fifth business day after the date the Issuer is notified in writing by the SEC that the registration statement will not be reviewed or will not be subject to further review. The Issuer has further agreed, subject to the terms and conditions of the Subscription Agreement, to use commercially reasonable efforts to maintain the continuous effectiveness of such registration statement until the earliest of (i) four years following the Business Combination, (ii) the date all shares purchased in the PIPE Investment by Pharma LLC may be sold by Phrama LLC without regard to the volume or manner of sale limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the Securities Act), and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (iii) the date on which such Pharma LLC has sold all shares purchased in the PIPE Investment, or (iv) when such shares shall have ceased to be outstanding.

References to and descriptions of the Director Nomination Agreement, the Registration Rights Agreement and the Subscription Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

 

A.	Joint Filing Agreement by and among the Reporting Persons.

 

B.	Director Nomination Agreement, dated as of October  6, 2021, by and among LifeSci Acquisition II Corp., Pharmaceutical Product Development, LLC and certain other stockholders of the Issuer.

 

C.	Amended and Restated Registration Rights Agreement, dated as of October  6, 2021, by and among the Issuer, Pharmaceutical Product Development, LLC and certain other stockholders of the Issuer.

 

D.	Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on May 7, 2021).

Signatures

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

Dated: October 18, 2021

 

[Schedule 13D Signature Page]

SCHEDULE I

Executive Officers and Directors of PPD, Inc.

The name and principal occupation of each director and executive officer of PPD, Inc. are set forth below. The address for each person listed below is c/o PPD, Inc., 929 North Front Street, Wilmington, North Carolina 28401. All executive officers and directors listed are United States citizens other than Colin Hill, who is a citizen of Canada, and Julia James, who is a citizen of the United Kingdom.

EXECUTIVE OFFICERS:

 

Name		Present Principal Occupation or Employment
David Simmons		Chairman and Chief Executive Officer of PPD, Inc.
Glen Donovan		Chief Accounting Officer of PPD, Inc.
Christopher Fikry		Executive Vice President, Global Laboratory Services, of PPD, Inc.
Ronald Garrow		Executive Vice President and Chief Human Resource Officer of PPD, Inc.
B. Judd Hartman		Executive Vice President, Chief Administrative Officer, of PPD, Inc.
Julia James		Executive Vice President, General Counsel and Secretary of PPD, Inc.
David Johnston		Executive Vice President of Global Clinical Development of PPD, Inc.
Karen Kaucic		Executive Vice President, Chief Medical Officer, of PPD, Inc.
Christopher Scully		Executive Vice President and Chief Financial Officer, Treasurer and Assistant Secretary of PPD, Inc.
William Sharbaugh		Chief Operating Officer of PPD, Inc.
Anshul Thakral		Executive President, Chief Commercial Officer of PPD, Inc. and President of Evidera, a subsidiary of PPD, Inc.

DIRECTORS:

 

Name		Present Principal Occupation or Employment
David Simmons		Chairman and Chief Executive Officer of PPD, Inc.
Joe Bress		Managing Director, The Carlyle Group
Stephen Ensley		Partner, Hellman & Friedman LLC
Maria Teresa Hilado		Retired Chief Financial Officer of Allergan
Colin Hill		Chief Executive Officer and Co-Founder of GNS Healthcare Inc.
Jeffrey B. Kindler		Chief Executive Officer, Centrexion Therapeutics
Hunter Philbrick		Partner, Hellman & Friedman LLC
Allen Thorpe		Partner, Hellman & Friedman LLC
Stephen H. Wise		Managing Director, The Carlyle Group

Jeffrey B. Kindler, a member of the Board of Directors of PPD, beneficially owns 58,089 nonqualified stock options of the Issuer, which are exercisable for shares of Common Stock on a one-for-one basis at an exercise price of $0.11 per share, representing approximately 0.05% of shares of Common Stock outstanding. Such stock options were acquired in the Business Combination in respect of stock options in Science37 previously held by Mr. Kindler.