Science 37 (SNCE) SC 13D/AScience 37 / THERMO FISHER SCIENTIFIC ownership change

CUSIP NO. 808644108

 

 

 

 

 

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the previously filed statement on Schedule 13D filed on December 20, 2021 (as amended and supplemented from time to time, the “Schedule 13D”).

Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

The Schedule 13D relates to the common stock, par value $0.0001 per 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 800 Park Offices Drive, Suite 3606, Research Triangle Park, North Carolina 27709.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D is filed jointly on behalf of Thermo Fisher Scientific Inc. (“Thermo Fisher”), Thermo Fisher Scientific Powder US Holdings Corp. (“Powder Holdings”),  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”), Fisher Scientific International LLC (“Scientific International”), Fisher Scientific Worldwide Inc. (“Worldwide”), Spectra-Physics Holdings USA, LLC (“Spectra-Physics”), Thermo Fisher Scientific Powder Holdings I Ltd (“Powder Holdings I”), Thermo Fisher Scientific Powder Holdings II Ltd (“Powder Holdings II”), Thermo Fisher Scientific Powder Holdings III Ltd (“Powder Holdings III”), Thermo Fisher Scientific Powder Holdings IV Ltd (“Powder Holdings IV”), Thermo Fisher Scientific Powder US Holdings Ltd (“US Holdings” and, collectively with Thermo Fisher, Powder Holdings, PPD, Eagle II, Jaguar I, Jaguar II, Wildcat, Pharma LLC, Scientific International, Worldwide, Spectra-Physics, Powder Holdings I, Powder Holdings II, Powder Holdings III and Powder Holdings IV the “Reporting Persons”).

Thermo Fisher is a Delaware corporation and is a leading supplier of scientific instrumentation, reagents and consumables and software services. Thermo Fisher conducts its business operations through its direct and indirect subsidiaries, including Powder Holdings, for which it is the sole shareholder. Powder Holdings is Delaware corporation whose principal business is serving as the sole shareholder of PPD. 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. Scientific International is a Delaware limited liability company whose principal business is serving as the sole shareholder of Worldwide. Worldwide is a Delaware corporation whose principal business is serving as the sole member of Spectra-Physics. Spectra-Physics is a Delaware limited liability company whose principal business is serving as the sole shareholder of Powder Holdings I. Powder Holdings I is a limited company organized under the laws of the Cayman Islands whose principal business is serving as the 88.24% shareholder of Powder Holdings II. Powder Holdings II is a limited company organized under the laws of the Cayman Islands whose principal business is serving as the sole shareholder of US Holdings. Powder Holdings III is a limited company organized under the laws of the Cayman Islands whose principal business is serving as the sole shareholder of Powder Holdings IV. Powder Holdings IV is a limited company organized under the laws of the Cayman Islands whose principal business is serving as the 11.76% shareholder of Powder Holdings II. US Holdings is a limited company organized under the laws of England and Wales whose principal business is serving as the sole shareholder of Powder Holdings.

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. Information regarding each director and executive officer of Thermo Fisher and Powder Holdings is set forth on Schedule II attached hereto, which is incorporated herein by reference in response to this Item 2. Information regarding each director and executive officer of Worldwide Holdings is set forth on Schedule III 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 E.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof:

On December 8, 2023, Science 37 effected a reverse stock split of its common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the Reporting Persons beneficially owned 868,990 shares of Common Stock.

On January 28, 2024, eMED, LLC (“eMED”), Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of eMED (“Marlin”), and Science 37 entered into an Agreement and Plan of Merger, dated as of January 28, 2024 (the “eMED Plan of Merger”), which contemplated a tender offer (the “Tender Offer”) to be commenced by Marlin to acquire all shares of Common Stock issued and outstanding. In connection with the eMED Plan of Merger, eMED, Marlin and Pharma LLC entered into a Tender and Support Agreement (the “Tender and Support Agreement”), pursuant to which Pharma LLC agreed to tender all shares of Common Stock that it owned in the Tender Offer.

After the commencement of the Tender Offer and pursuant to the terms of the Tender and Support Agreement (as described further in Item 6 of the Schedule 13D), Pharma LLC tendered all shares of Common Stock beneficially owned by Thermo Fisher and its subsidiaries in the Tender Offer, and on March 12, 2024, eMED completed the Tender Offer for all the outstanding shares of Common Stock.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof:

On March 12, 2024, Marlin completed the Tender Offer and accepted for payment all shares of Common Stock validly tendered and not withdrawn, including the shares previously held by Pharma LLC, at a price of $5.75 per share (the “Offer Price”) in cash, without interest and subject to any tax withholding.

In connection with the completion of the Tender Offer, the 868,990 shares of Common Stock beneficially owned by the Reporting Persons were converted into the right to receive the Offer Price.

As a result of the completion of the Tender Offer, the Reporting Persons beneficially own no shares of Common Stock.

Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and restated as follows:

(a), (b) The following disclosure assumes that there are 6,029,528 shares of Common Stock outstanding, as set forth in the Issuer’s Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024.

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”), as of March 12, 2024, the Reporting Persons were deemed to beneficially own 0 shares of Common Stock, representing 0% of shares of Common Stock outstanding.

None of the persons listed on Schedule I, Schedule II or Schedule III attached hereto is a beneficial owner of Common Stock.

(c) The response to Item 4 of this Amendment is incorporated by reference herein. Other than as reported in this Amendment, none of the Reporting Persons, nor to their knowledge, any person listed on Schedule I, Schedule II or Schedule III, has effected any transaction in the shares of Common Stock since the filing of Schedule 13D on December 20, 2021.

(e) As a result of the completion of the Tender Offer, on March 12, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof:

Pursuant to the Tender and Support Agreement, Pharma LLC agreed to, as promptly as practicable after the commencement of the Tender Offer, but in no event later than the expiration date of such Tender Offer, effect the valid tender of all shares of Common Stock owned by Pharma LLC pursuant to the terms of the Tender Offer. Pharma LLC also agreed not to withdraw such shares from the Tender Offer unless and until the Tender and Support Agreement has been terminated in accordance with the terms thereof. Further, Pharma LLC agreed to, at any annual or special meeting of the stockholders of Science 37, (a) cause all of its shares to be counted as present thereat for purposes of determining a quorum and (b) be present and vote, or deliver a written consent in respect to, all of the shares of Common Stock owned by it against any acquisition proposal or other action that is intended or would reasonably be expected to materially impede or interfere with or materially delay the Tender Offer or any other transactions contemplated by the eMED Plan of Merger. Pursuant to the Tender and Support Agreement, Pharma LLC validly tendered all of its shares of Common Stock in the Tender Offer.

References to and descriptions of the Tender and Support Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit F hereto and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit: