Science 37, Inc. entered into letter of intent to acquire LifeSci Acquisition II Corp. (NasdaqCM:LSAQ) from LifeSci Holdings, LLC and others in a reverse merger transaction for $1.1 billion on March 24, 2021. Science 37, Inc. entered into a definitive agreement to acquire LifeSci Acquisition II Corp. from LifeSci Holdings, LLC and others in a reverse merger transaction on May 6, 2021. 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. Post-closing, Science 37 shareholders will own approximately 75.1% stake in pro forma company, PIPE investors will own approximately 15%, public shareholders of LifeSci will own approximately 6% and the Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 3.9%. Upon closing of the proposed transaction, the combined company will operate as ‘Science 37 Holdings, Inc.'  and is expected to be listed on the NASDAQ under the ticker symbol “SNCE”.

The transaction is subject to: (i) receipt of the LifeSci stockholder approval and Science 37 stockholder approval, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of all other approvals from governmental entities, (iii) the effectiveness of the Registration Statement under the Securities Act, (iv) LifeSci having at least $5,000,001 of net tangible assets (v) the receipt of the approval for listing by Nasdaq of the shares of LifeSci common stock to be issued in connection with the transactions (vi) the effective resignations of certain directors and executive officers of LifeSci (vii) the amount of closing LifeSci cash being equal to or exceeding $200 million, and (viii) execution of lock-up agreements. The transaction has been unanimously approved by each of LifeSci's and Science 37's Board of Directors. LifeSci Board resolved to recommend approval of the merger agreement and related matters by its stockholders. As of June 16, 2021, LifeSci Acquisition II Corp. announced the confidential submission with the U.S. Securities and Exchange Commission of a draft registration statement on Form S-4 relating to proposed business combination. LifeSci shareholders approved the transaction at the special meeting of stockholders held on October 4, 2021. The transaction is expected to close in the third quarter of 2021. As of September 15, 2021, the business combination is expected to close as soon as possible following the shareholders' meeting of LifeSci.

Cowen and Company, LLC and Perella Weinberg Partners (NasdaqGS:PWP) are acting as financial advisors and Ryan J. Maierson, Thomas G. Brandt, Erika Weinberg, Pardis Zomorodi, Julie Crisp, Kieran Dickinson, Ben Haas, Jennifer Archie and Nathan Seltzer of Latham & Watkins LLP and DLA Piper LLP (US) are serving as legal advisors to Science 37. Cowen acted as sole placement agent to LifeSci in connection with the private placement. Mitchell Nussbaum of Loeb & Loeb LLP is serving as legal advisor to LifeSci. Naveed Anwar and William Brentani of Simpson Thacher & Bartlett LLP acted as legal advisor to PPD. Continental Stock Transfer & Trust Company acted as transfer agent to LifeSci Acquisition II Corp. Karen Smith of Advantage Proxy, Inc. acted as an information agent to LifeSci and will receive a fee of $7,500 for its services. Shearman & Sterling LLP acted as legal advisor to LifeSci Acquisition II Corp.