UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): March 11, 2024

Date of Report (Date of earliest event reported): February 7, 2024

SCIENCE 37 HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39727

84-4278203

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Delaware

800 Park Offices Drive, Suite 3606Research Triangle Park, NC						27709
(Address of principal executive offices)						(Zip Code)

(State or other jurisdiction of incorporation)

(984) 377-3737

001-39727		84-4278203
(Commission File No.)		(IRS Employer Identification No.)

~~Registrant’s~~800 ~~telephone~~Park ~~number~~Offices Drive, ~~including~~Suite ~~area code~~3606

~~Not~~Research Triangle ~~Applicable~~Park, North Carolina 27709

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (984) 377-3737

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Shares of Common stock, par value $0.0001 per share		SNCE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

Item 2.~~05 Costs~~01. ~~Associated~~Completion ~~with~~of ~~Exit~~Acquisition or ~~Disposal~~Disposition ~~Activities~~of Assets.

OnAs ~~February~~previously disclosed in the Current Report on Form 8,-K ~~2024,~~filed by Science 37 Holdings, Inc., a Delaware corporation (the “Company” or “Science 37”), with ~~commenced~~the aSecurities ~~cost~~and ~~reduction~~Exchange ~~program~~Commission ~~intended~~(the to“SEC”) ~~reduce~~on ~~its~~January ~~operating~~29, ~~expenses~~2024, the Company entered into an Agreement and ~~strategically~~Plan ~~realign~~of ~~its~~Merger ~~resources.~~(the ~~The~~“Merger ~~cost~~Agreement”), ~~reduction~~dated ~~program~~as ~~included~~of January 28, 2024, with eMed, LLC, a ~~reduction~~limited inliability company ~~force~~organized ~~affecting~~under ~~approximately~~the 73laws ~~employees~~of the State of Delaware (~~representing~~“Parent”), ~~approximately~~and ~~23.2%~~Marlin ofMerger ~~total~~Sub ~~employees~~Corporation, ~~prior~~a toDelaware corporation ~~these~~and ~~actions).~~a ~~The~~wholly ~~Company’s~~owned ~~Board~~subsidiary of ~~Directors~~Parent ~~approved~~(“Merger Sub”). Pursuant to the ~~program~~Merger Agreement, on February 7 12, 2024, ~~and~~Merger Sub commenced a cash tender offer for all of the ~~majority~~Company’s outstanding shares of common stock, par value $0.0001 per share (“Shares”), at a purchase price of $5.75 per Share (the ~~affected~~“Offer ~~employees~~Price”), net ~~were~~to ~~informed~~the seller in cash, without interest, subject to any required withholding of taxes, upon the ~~reduction~~terms and subject to the conditions set forth in ~~force~~the onOffer to Purchase dated February 812, 2024. ~~The~~(as ~~Company~~amended ~~expects~~or ~~the~~supplemented ~~majority~~from oftime to time, the ~~reduction~~“Offer to Purchase”) and in ~~force~~the torelated beForm ~~completed~~of byLetter of Transmittal (the ~~end~~“Letter of Transmittal” and, together with the ~~first~~Offer ~~quarter~~to Purchase, ofthe ~~2024.~~“Offer”), ~~The~~filed ~~Company~~as ~~expects~~Exhibit ~~that~~(a)(1)(A) and Exhibit (a)(1)(B), respectively, to the ~~cost~~Schedule ~~reduction~~TO ~~program~~originally filed ~~will~~with ~~generate~~the ~~annual~~SEC ~~gross~~by ~~cash~~Parent ~~savings~~and ~~between~~Merger ~~$12.0~~Sub ~~million~~on toFebruary ~~$13.0~~12, ~~million~~2024.

~~Total~~The ~~cash~~Offer ~~expenditures~~and ~~for~~withdrawal rights expired at 12:00 midnight, New York City time, at the ~~cost~~end ~~reduction~~of ~~program~~the ~~are~~day ~~estimated~~on toMarch be11, ~~between~~2024 $1(the “Expiration Time”).0 ~~million~~Continental Stock Transfer & Trust Company, in its capacity as depositary and ~~$1.3~~paying ~~million~~agent for the Offer (the “Depositary and Paying Agent”), has ~~substantially~~advised ~~all~~Parent ofand ~~which~~Merger ~~are~~Sub ~~expected~~that, toas beof ~~related~~the toExpiration ~~employee~~Time, ~~severance~~a ~~costs.~~total ~~The~~of ~~Company~~4,715,950 ~~expects~~Shares to(not ~~recognize~~including ~~most~~76,755 Shares tendered by notice of ~~these~~guaranteed ~~pre-tax~~delivery) ~~reduction~~were invalidly ~~force~~tendered ~~charges~~and innot withdrawn pursuant to the ~~first~~Offer, ~~quarter~~representing ofapproximately ~~2024~~77.8% ~~The~~of the ~~Company’s~~outstanding ~~estimates~~Shares. ~~are~~All ~~subject~~conditions to athe ~~number~~Offer ofhaving ~~assumptions~~been satisfied, ~~and~~on ~~actual~~March ~~results~~12, ~~may~~2024, ~~differ.~~Merger ~~The~~Sub ~~Company~~accepted ~~may~~for ~~also~~payment ~~incur~~(such ~~additional~~time of ~~costs~~acceptance ~~not~~for ~~currently~~payment, ~~contemplated~~the ~~due~~“Acceptance toTime”) ~~events~~all ~~that~~Shares ~~may~~validly ~~occur~~tendered asand anot ~~result~~withdrawn ofprior to the Expiration Time, orand ~~that~~payment ~~are~~of ~~associated~~the ~~with,~~Offer Price for such Shares will be made by the ~~cost~~Depositary ~~reduction~~and ~~program~~Paying Agent.

~~Additional~~On ~~Information~~March ~~and~~12, ~~Where~~2024 (the “Closing Date”), pursuant to ~~Find~~the Itterms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving (the “Surviving Corporation”) as a wholly owned subsidiary of Parent. The Merger was effected without a vote of the Company stockholders in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”).

~~The~~At ~~Company~~the ~~previously~~effective ~~announced~~time ~~that,~~of onthe ~~January~~Merger ~~28,~~(the ~~2024~~“Effective Time”), each itissued ~~entered~~and ~~into~~outstanding anShare ~~Agreement~~(other ~~and~~than ~~Plan~~Shares of(i) ~~Merger~~irrevocably (accepted for purchase in the ~~“Merger~~Offer, ~~Agreement”~~(ii) ~~with~~Shares ~~eMed,~~held ~~LLC,~~by athe ~~Delaware~~Company as ~~limited~~treasury ~~liability~~stock ~~company~~or ~~(“Parent”),~~held ~~and~~directly ~~Marlin~~by Parent or Merger Sub ~~Corporation,~~and a(iii) ~~Delaware~~Shares ~~corporation~~held ~~and~~by astockholders ~~wholly~~of ~~owned~~the ~~subsidiary~~Company who validly exercised their statutory rights of ~~Parent~~appraisal ~~(“Merger~~under ~~Sub”~~the DGCL), ~~pursuant~~was cancelled and converted into the right to ~~which~~receive ~~Merger~~the ~~Sub~~Offer ~~will~~Price, ~~commence~~in acash, ~~tender~~without interest, ~~offer~~subject to ~~acquire~~any ~~all~~required withholding of taxes (the ~~issued~~“Merger ~~and~~Consideration”). ~~outstanding~~Shares ~~shares~~held ofby ~~the~~direct ~~common~~or indirect ~~stock~~wholly owned subsidiaries of the Company inor ~~exchange~~of ~~for~~Parent ~~$5.75~~were ~~per~~automatically ~~share,~~converted ininto ~~cash,~~the ~~without~~number ~~interest~~of ~~thereon~~shares ~~(but~~of ~~subject~~the Surviving Corporation as to ~~applicable~~maintain ~~withholding).~~the same relative ownership percentages.

~~The~~Each ~~tender~~Science ~~offer~~37 ~~has~~stock ~~not~~option ~~yet~~outstanding ~~commenced.~~under ~~This~~the ~~report~~Science is37 ~~for informational purposes only~~Holdings, Inc. is2021 ~~not~~Incentive aAward ~~recommendation~~Plan, ~~and~~the isScience ~~neither~~37 anHoldings, ~~offer~~Inc. to2022 ~~purchase~~Employment ~~nor~~Inducement aIncentive ~~solicitation~~Award ofPlan, anthe ~~offer~~Science to37 ~~sell~~Holdings, Inc. ~~any~~2021 ~~securities~~Employee ofStock ~~the~~Purchase ~~Company,~~Plan ~~nor~~or isany itindividual agrant ~~substitute~~agreements ~~for~~issued ~~the~~to ~~tender~~any ~~offer~~current ~~materials~~or ~~that~~former ~~the~~director, ~~Company~~officer, ~~Parent~~ employee or ~~Merger~~individual ~~Sub~~independent ~~will~~contractor ~~file~~of ~~with~~Science ~~the~~37 ~~Securities~~or ~~and~~its ~~Exchange~~subsidiaries ~~Commission~~ (~~the~~collectively, “~~SEC~~Company Equity Plans”) immediately ~~upon~~prior ~~commencement~~to of the ~~tender~~Effective ~~offer.~~Time ~~The~~(each, ~~solicitation~~a ~~and offer to buy the~~ “Company’s ~~common~~Stock ~~stock~~Option”), ~~will~~whether ~~only~~or benot ~~made~~then ~~pursuant~~vested toor anexercisable, was ~~Offer~~automatically tocancelled ~~Purchase~~ and ~~related~~converted ~~tender~~into ~~offer~~the ~~materials~~right ~~that~~to ~~Parent~~receive ~~and~~an ~~Merger~~amount ~~Sub~~in ~~intend~~cash, towithout ~~file~~interest, ~~with~~equal to the ~~SEC.~~product Atof: (i) the ~~time~~aggregate ~~the~~number ~~tender~~of ~~offer~~Shares issubject ~~commenced,~~to ~~Parent~~such ~~and~~Company ~~Merger~~Stock ~~Sub~~Option ~~will~~and ~~file~~(ii) athe ~~Tender~~excess, ~~Offer~~if ~~Statement~~any, onof ~~Schedule~~the TOOffer ~~and~~Price ~~thereafter~~over the ~~Company~~per ~~will~~share exercise ~~file~~price aunder ~~Solicitation/Recommendation~~such ~~Statement~~Company onStock ~~Schedule~~Option, ~~14D-9~~less ~~with~~any ~~the~~required ~~SEC~~withholding ~~with~~taxes. ~~respect~~Each totime-based ~~the~~or ~~tender~~performance-based ~~offer.~~Science ~~The~~37 ~~Company’s~~restricted stock ~~stockholders~~unit ~~and~~with ~~other~~respect ~~investors are urged~~ to ~~read~~Shares ~~carefully~~under the ~~tender~~Company ~~offer~~Equity ~~materials~~Plans (~~including an Offer to Purchase~~each, a ~~related~~“Company ~~letter~~RSU”) ofthat ~~transmittal~~was ~~and~~outstanding immediately ~~certain~~prior ~~other~~to ~~tender~~the ~~offer~~Effective ~~documents)~~Time, ~~and~~whether ~~the~~vested ~~Solicitation/Recommendation~~or ~~Statement~~unvested, onwas ~~Schedule~~automatically ~~14D-9,~~cancelled and ~~any~~converted ~~amendments~~into orthe ~~supplements~~right ~~thereto,~~to ~~when~~receive an ~~they~~amount ~~become~~in ~~available~~cash ~~because~~equal ~~they~~to ~~will~~the ~~contain~~product ~~important information that holders~~ of (x) the ~~Company’s~~Offer ~~securities~~Price and ~~other~~(y) ~~investors~~the ~~should~~number ~~consider~~of ~~before~~Shares ~~making~~underlying ~~any~~such ~~decision~~Company ~~with~~RSU, ~~respect~~without tointerest and ~~the~~less ~~tender~~any ~~offer.~~required ~~The~~withholding ~~Offer~~taxes. toAll ~~Purchase,~~“Earn-Out ~~the~~Rights” ~~related~~(that ~~letter of transmittal~~is, ~~and~~all ~~certain~~rights ~~other~~to ~~tender~~receive ~~offer~~Shares ~~documents,~~that aswere ~~well~~reserved for issuance as ~~the~~“Earn-Out ~~Solicitation/Recommendation~~Shares” ~~Statement~~pursuant onto, ~~Schedule~~and ~~14D-9,~~under ~~will~~the becircumstances ~~made~~set ~~available~~forth toin, ~~all~~Section ~~stockholders~~2.8 of the ~~Company~~Agreement atand noPlan of ~~expense~~Merger todated ~~them~~as ~~and~~of ~~will~~May ~~also~~6, be2021 ~~made~~by ~~available~~and ~~for~~among ~~free at~~ the ~~SEC’s~~Company, ~~website~~LifeSci atAcquisition ~~www~~II Corp.~~sec.gov.~~ ~~Copies~~and ofLifeSci ~~the~~Acquisition ~~documents~~II ~~filed~~Merger ~~with~~Sub, ~~the~~Inc.) that ~~SEC~~were byoutstanding ~~the~~immediately ~~Company~~prior ~~will~~to bethe ~~available~~Effective ~~free~~Time ofautomatically ~~charge~~were oncancelled ~~the~~and ~~Company’s~~ceased ~~website~~to exist at ~~investors.science37.com or by contacting~~ the ~~Company’s~~Effective ~~Investor Relations by email at Investors@science37~~Time.~~com.~~

~~Cautionary~~The ~~Note~~aggregate ~~Regarding~~consideration ~~Forward~~paid in the Offer and the Merger was approximately $38 million, excluding related transaction fees and expenses. Parent provided Merger Sub with the necessary funds to fund the Offer and the Merger through a combination of its available cash and short-~~Looking~~term ~~Statements~~borrowing.

~~This~~The ~~report~~foregoing ~~contains~~summary ~~certain~~description ~~forward-looking statements within the meaning~~ of the ~~federal~~Merger ~~securities~~Agreement ~~laws, including statements regarding the potential benefits of the proposed transaction; the prospective performance, future plans, events, expectations, performance, objectives~~ and ~~opportunities~~related transactions ~~and~~does ~~the~~not ~~outlook~~purport ~~for~~to ~~the~~be ~~Company’s~~complete ~~business; filings~~ and ~~approvals~~is ~~relating~~qualified toin ~~the~~its ~~transaction;~~entirety ~~the~~by ~~expected~~reference ~~timing of the completion of the transaction; the ability~~ to ~~complete~~ the ~~transaction,~~terms ~~including the parties’ ability to satisfy the various closing conditions; any potential strategic benefits, synergies or opportunities expected as a result~~ of the ~~proposed~~Merger ~~transaction; and any assumptions underlying any of the foregoing. These forward-looking statements generally are identified by the words “believe~~Agreement,” “can,” “could,” “seek,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “might,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a ~~result, are subject to risks and uncertainties, many~~ copy of which ~~are~~was ~~outside~~filed ofas ~~the~~Exhibit ~~Company’s control~~2.1 ~~Many factors could cause actual future events~~ to ~~differ materially from~~ the ~~forward-looking~~Current ~~statements~~Report inon ~~this~~Form ~~report,~~8-K ~~including,~~filed ~~but~~by ~~not limited to: uncertainties as to~~ the ~~timing of the tender offer and merger; the risk that the proposed transaction may not be completed in a timely manner or at all; uncertainties as to how many of the~~ Company’s ~~stockholders~~with ~~will tender their stock in~~ the ~~tender~~SEC ~~offer;~~on ~~the~~January ~~possibility that various closing conditions for the transaction may not be satisfied or waived~~29, ~~including~~2024 ~~that~~and ais ~~governmental~~incorporated herein ~~entity~~by ~~may prohibit, delay or refuse to grant approval for the consummation of the transaction (or only grant~~ reference.

~~approval~~Item ~~subject~~3.01. toNotice ~~adverse conditions or limitations); the difficulty~~ of ~~predicting~~Delisting ~~the timing~~ or ~~outcome~~Failure ~~of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise~~ to ~~the~~Satisfy ~~termination~~a ofContinued ~~the~~Listing ~~merger~~Rule ~~agreement; the possibility that competing offers will be made; the effect of the announcement~~ or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock priceStandard; ~~risks~~Transfer ~~related to diverting management’s attention from the Company’s ongoing business operations; the risk~~ of litigation and/or regulatory actions related to the proposed acquisition, including the risk that such litigation or actions may result in significant costs of defense, indemnification and liability; the potential that the strategic benefits, synergies or opportunities expected from the proposed acquisition may not be realized or may take longer to realize than expected; risks related to any cost reduction or restructuring measures; the successful integration of the Company into Parent subsequent to the closing of the transaction and the timing of such integration; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including the Company’s current Annual Report on Form 10-K on file with the SEC, as well as the Schedule 14D-9 to be filed by the Company and the tender offer documents to be filed by Parent and Merger SubListing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 6, 2023 and in the other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company does not give any assurance that the Company will achieve its expectations.

~~SIGNATURES~~On the Closing Date, in connection with the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.01, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been consummated and requested that (i) the trading of Shares on Nasdaq be suspended prior to market open on the Closing Date and (ii) the listing of Shares on Nasdaq be withdrawn. In addition, the Company requested that Nasdaq file with the SEC a notification on Form 25 to report the delisting of Shares from Nasdaq and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Pursuant~~Item to3.03. ~~the~~Material ~~requirements~~Modification ofto ~~the~~Rights ~~Securities Exchange Act~~ of ~~1934,~~Security ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

		Science 37 Holdings, Inc.
Date:	February 9, 2024	By:	/s/ Christine Pellizzari
		Name:	Christine Pellizzari
		Title:	Chief Legal and Human Resources Officer

The information set forth under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the completion of the Offer, a change of control of the Company occurred at the Acceptance Time. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Third Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated Bylaws”).

Copies of the Third Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of January 28, 2024, by and among eMed, LLC, Marlin Merger Sub Corporation and Science 37 Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Science 37 Holdings, Inc. with the SEC on January 29, 2024).
3.1		Third Amended and Restated Certificate of Incorporation of Science 37 Holdings, Inc.
3.2		Second Amended and Restated Bylaws of Science 37 Holdings, Inc.
104		Cover Page Interactive Data File (formatted as inline XBRL).

* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Science 37 Holdings, Inc.

Date:	March 12, 2024	By:	/s/ David Coman
			Name:	David Coman
			Title:	Chief Executive Officer

Filing Compare · Science 37 Holdings, Inc.