Science 37 Holdings, Inc. - Quarter Report: 2023 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-39727

SCIENCE 37 HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware			84-4278203
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
800 Park Offices Drive, Suite 3606 Research Triangle Park, North Carolina			27709
(Address of Principal Executive Offices)			(Zip Code)

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

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, $0.0001 par value per share	SNCE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x

As of November 2, 2023, there were 119,397,205 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

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Science 37 Holdings, Inc.

Form 10-Q

For the Quarter Ended September 30, 2023

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			Page
Cautionary Note Regarding Forward-Looking Statements			3
Part I.	Financial Information
	Item 1.	Financial Statements	5
		Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)	5
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022 (unaudited)	6
		Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)	7
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	9
		Notes to Condensed Consolidated Financial Statements (unaudited)	10
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
	Item 4.	Controls and Procedures	31

Part II.	Other Information
	Item 1.	Legal Proceedings	32
	Item 1A.	Risk Factors	32
	Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32
	Item 3.	Defaults Upon Senior Securities	32
	Item 4.	Mine Safety Disclosures	32
	Item 5.	Other Information	32
	Item 6.	Exhibits	33
Signatures			34

“We,” “us,” “our,” the “Company,” or “Science 37,” unless the context otherwise requires, means Science 37 Holdings,

Inc. and its subsidiaries.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including, but not limited to, statements regarding our future results of operations and financial position, business strategy, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results, are forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “can,” “could,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “might,” “should,” “will,” or “would,” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements contain these identifying words.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These statements involve known and unknown risks, uncertainties and other important factors, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may impact such forward-looking statements include:

•expectations regarding the Company’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, backlog conversion, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and ability to invest in growth initiatives and pursue merger, acquisition, divestiture, investment, partnership and similar opportunities, as well as regarding its cost reduction programs and anticipated cost savings;

•risks related to the Company’s technology, intellectual property, data privacy and cybersecurity practices;

•risks related to the Company’s reliance on third parties;

•risks related to general economic and financial market conditions, including the impact of ongoing supply chain disruptions and inflationary cost pressures and the possibility of an economic recession; instability in the global banking system; the political, legal and regulatory environment; and the industries in which the Company operates;

•the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•limited liquidity and trading of the Company’s securities, including the possibility the Company’s common stock may be delisted from The Nasdaq Stock Market LLC;

•volatility in the price of Science 37’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Science 37 operates, variations in performance across competitors and changes in laws and regulations affecting Science 37’s business;

•geopolitical risk and changes in applicable laws or regulations;

•the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors;

•operational risks; and

•litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands resulting therefrom on the Company’s resources.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Furthermore, we operate in an evolving environment. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in our forward-looking statements. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the Company’s current expectations and beliefs and are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, that information may be limited or

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incomplete. Our forward-looking statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. The Company will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Part I - Financial Information

Item 1. Financial Statements

Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	(unaudited)
(In thousands, except share data)	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	56,407	$	108,091
Accounts receivable and unbilled services, net	12,591		10,992
Prepaid expenses and other current assets	6,543		7,121
Total current assets	75,541		126,204
Other assets	186		244
Total assets	$	75,727	$	126,448

Liabilities, preferred stock and stockholders’ equity
Current liabilities:
Accounts payable	$	6,665	$	7,206
Accrued expenses and other liabilities	8,355		11,364
Deferred revenue	3,084		4,606
Total current liabilities	18,104		23,176
Non-current liabilities:
Deferred revenue	4,710		3,654
Operating lease liabilities	47		716
Commissions payable	1,062		1,336
Other long-term liabilities	60		180
Total liabilities	23,983		29,062
Commitments and Contingencies (Note 11)
Preferred stock:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	—		—
Stockholders’ equity:
Common stock, $0.0001 par value; 400,000,000 shares authorized, 119,118,653 and 116,432,029 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	12		12
Additional paid-in capital	362,755		350,247
Accumulated other comprehensive income	207		193
Accumulated deficit	(311,230)		(253,066)
Total stockholders’ equity	51,744		97,386
Total liabilities, preferred stock and stockholders’ equity	$	75,727	$	126,448

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2023		2022		2023		2022
Revenue	$	14,887	$	16,249	$	44,324	$	54,210

Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)	8,972		12,157		30,048		41,985
Selling, general and administrative	14,740		24,485		51,813		82,822
Impairment of long-lived assets	5,533		—		19,013		—
Depreciation and amortization	164		4,870		520		12,569
Restructuring costs	22		—		3,624		—
Total operating expenses	29,431		41,512		105,018		137,376
Loss from operations	(14,544)		(25,263)		(60,694)		(83,166)

Other income (expense):
Interest income	732		559		2,475		748
Sublease income	(2)		240		64		719
Change in fair value of earn-out liability	—		1,200		110		97,600
Other income (expense), net	(109)		(264)		(84)		(369)
Total other income (expense), net	621		1,735		2,565		98,698
Income (loss) before income taxes	(13,923)		(23,528)		(58,129)		15,532
Income tax expense (benefit)	1		—		1		(1)
Net income (loss)	$	(13,924)	$	(23,528)	$	(58,130)	$	15,533

(Loss) earnings per share:
Basic	$	(0.12)	$	(0.20)	$	(0.50)	$	0.13
Diluted	$	(0.12)	$	(0.20)	$	(0.50)	$	0.12
Weighted average common shares outstanding:
Basic	118,146		116,412		117,210		115,935
Diluted	118,146		116,412		117,210		126,717

Comprehensive (loss) income
Net income (loss)	(13,924)		(23,528)		(58,130)		15,533
Foreign currency translation	(8)		125		14		152
Total comprehensive income (loss)	$	(13,932)	$	(23,403)	$	(58,116)	$	15,685

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

Three and Nine Months Ended September 30, 2023 and 2022

(unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
(In thousands)	Shares	Amount
Balance at December 31, 2022	116,432	$	12	$	350,247	$	193	$	(253,066)	$	97,386
Stock-based compensation	—	—		5,286		—		—		5,286
Adoption of current expected credit loss standard	—	—		—		—		(33)		(33)
Proceeds from option exercises	30	—		12		—		—		12
Proceeds from issuance of stock under the employee stock purchase plan	267	—		75		—		—		75
Net loss	—	—		—		—		(24,628)		(24,628)
Foreign currency translation, net of tax	—	—		—		13		—		13
Balance at March 31, 2023	116,729	$	12	$	355,620	$	206	$	(277,727)	$	78,111
Stock-based compensation	—	—		3,709		—		—		3,709
Proceeds from option exercises	52	—		14		—		—		14
Restricted stock units vested, net of shares withheld for taxes	326	—		(17)		—		—		(17)
Net loss	—	—		—		—		(19,579)		(19,579)
Foreign currency translation, net of tax	—	—		—		9		—		9
Balance at June 30, 2023	117,107	$	12	$	359,326	$	215	$	(297,306)	$	62,247
Stock-based compensation	—	—		3,670		—		—		3,670
Proceeds from option exercises	150	—		41		—		—		41
Proceeds from issuance of stock under the employee stock purchase plan	163	—		44		—		—		44
Restricted stock units vested, net of shares withheld for taxes	1,699	—		(326)		—		—		(326)
Net loss	—	—		—		—		(13,924)		(13,924)
Foreign currency translation, net of tax	—	—		—		(8)		—		(8)
Balance at September 30, 2023	119,119	$	12	$	362,755	$	207	$	(311,230)	$	51,744

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	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
(In thousands)	Shares	Amount
Balance at December 31, 2021	114,991	$	11	$	323,666	$	—	$	(202,078)	$	121,599
Stock-based compensation	—	—		7,557		—		—		7,557
Proceeds from option exercises	723	1		130		—		—		131
Net income	—	—		—		—		44,894		44,894
Balance at March 31, 2022	115,714	$	12	$	331,353	$	—	$	(157,184)	$	174,181
Stock-based compensation	—	—		7,103		—		—		7,103
Proceeds from option exercises	538	—		369		—		—		369
Net loss	—	—		—		—		(5,833)		(5,833)
Foreign currency translation, net of tax	—	—		—		27		—		27
Balance at June 30, 2022	116,252	$	12	$	338,825	$	27	$	(163,017)	$	175,847
Stock-based compensation	—	—		5,981		—		—		5,981
Proceeds from option exercises	322	—		178		—		—		178
Net loss	—	—		—		—		(23,528)		(23,528)
Foreign currency translation, net of tax	—	—		—		125		—		125
Balance at September 30, 2022	116,574	$	12	$	344,984	$	152	$	(186,545)	$	158,603

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Science 37 Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine Months Ended September 30,
(In thousands)	2023		2022
Cash flows from operating activities:
Net income (loss)	$	(58,130)	$	15,533
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	520		12,569
Non-cash lease expense related to operating lease right-of-use assets	—		859
Stock-based compensation	12,286		19,425
Gain on change in fair value of earn-out liability	(110)		(97,600)
Long-lived asset impairment	19,013		—
Loss on foreign currency exchange rates	76		282
Provision for doubtful accounts	390		147
Changes in operating assets and liabilities:
Accounts receivable and unbilled services	(2,023)		1,534
Prepaid expenses and other current assets	566		745
Other assets	14		(72)
Accounts payable	(902)		(8,100)
Accrued expenses and other current liabilities	(3,589)		(6,329)
Deferred revenue	(465)		1,165
Operating lease liabilities	(474)		(449)
Other, net	(297)		(86)
Net cash used in operating activities	(33,125)		(60,377)
Cash flows from investing activities:
Payments related to capitalized software development costs	(17,639)		(24,627)
Purchase of internal-use software	(750)		—
Purchases of property and equipment	(31)		(162)
Net cash used in investing activities	(18,420)		(24,789)
Cash flows from financing activities:
Proceeds from stock option exercises	68		672
Proceeds from issuance of stock under the employee stock purchase plan	119		—
Payments related to tax withholdings for share-based compensation	(343)		—
Net cash (used in) provided by financing activities	(156)		672
Effect of foreign currency exchange rate changes on cash	17		132
Net decrease in cash and cash equivalents	(51,684)		(84,362)
Cash and cash equivalents, beginning of period	108,091		214,601
Cash and cash equivalents, end of period	$	56,407	$	130,239
Supplemental disclosures of non-cash activities
Balance in accounts payable, accrued expenses and other current liabilities, and capitalized stock-based compensation related to capitalized software and fixed asset additions	$	(1,424)	$	(3,482)
Balance in prepaid expenses and other current assets related to stock option exercises	$	—	$	5

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Company Background and Basis of Presentation

Description of Business

Science 37 Holdings, Inc. and its subsidiaries (the “Company” or “Science 37”) is a leader in patient-centric clinical trials and in supporting novel approaches to decentralized clinical trial designs. Science 37 pioneered the concept of patient-centric clinical trials with a very simple premise: that clinical trials should begin with the patient.

Through its patient-centric approach, Science 37 reduces the impact of the geographic barriers associated with conventional physical clinical trial sites, enabling recruitment of virtually any patient. Science 37 believes that centering the clinical trial around the patient with personalized support addresses current industry needs around patient recruitment, retention, representation, and engagement. To expand clinical trial access, Science 37 offers a unique model to existing non-research focused healthcare networks to seamlessly participate without the traditional site infrastructure costs.

Science 37’s patient-centric model is powered by a proprietary end-to-end unified technology platform and its team of employees with significant therapeutic and subject matter expertise. As the backbone of Science 37’s offering, the proprietary unified technology platform standardizes and orchestrates the process for clinical trials across Science 37’s specialized network of patient communities, telemedicine investigators, flexible mobile nurse networks, remote coordinators, and robust network of technology integrations. The Company operates under one reporting segment.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP.

Reclassifications

Certain previously reported amounts have been reclassified to conform to the current period presentation. Specifically, on the face of the condensed consolidated balance sheets, commissions payable, which has increased as a percentage of total assets and was previously included in other long-term liabilities, has been reclassified to a separate financial statement line item. In addition, long-term earn-out liability, which was previously disclosed as a separate financial statement line item has been reclassified to other long-term liabilities, due to the immaterial nature of the balance.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, (2) allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived assets, (5) stock-based compensation, and (6) fair value measurements, including the fair value of the contingent liability related to the Earn-Out Shares (as defined below) as further discussed in Note 8 “Fair Value Measurements” and Note 12 “Earn-Out Shares”.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

In January 2023, the Company reassessed the useful life of its unified technology platform in relation to its revenue generating activities. Based on this review, the Company determined the useful life of its unified technology platform, in relation to revenue generating activities, was longer than the useful life previously used for amortization purposes in the Company’s financial statements. As a result, the Company increased the useful life of its unified technology platform for amortization purposes from three to five years effective January 1, 2023. The effects of this change in accounting estimate over the previous estimated useful life for the three and nine months ended September 30, 2023 was zero because the Company’s unified technology platform was fully impaired in both the fourth quarter of 2022 and for the nine months ended September 30, 2023 as discussed under Note 3 “Capitalized Software, net”.

Emerging Growth Company and Smaller Reporting Company Status

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates discussed in the section below reflect this election.

The Company is also a smaller reporting company as defined in Item 10(f) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure requirements, including, among other things, providing only two years of audited financial statements. To the extent the Company takes advantage of such reduced disclosure requirements, it may make the comparison of its financial statements with other public companies difficult or impossible.

Accounting Pronouncements Recently Adopted

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaced the incurred loss impairment methodology with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 effective January 1, 2023 and recorded a cumulative effect adjustment for the impact to retained earnings. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration.

2. Revenue from Contracts with Customers

Unsatisfied Performance Obligations

As of September 30, 2023, the aggregate amount of transaction price allocated to the unsatisfied performance obligations was $144.9 million. The Company expects to recognize this revenue over the remaining contract term of the individual projects, with remaining contract terms generally ranging from one month to 4.8 years. The amount of unsatisfied performance obligations is lower than the potential contractual revenue since it excludes revenue that is constrained. Revenue amounts excluded due to constraints include those amounts under contracts that (i) are wholly unperformed in which the customer has a unilateral right to cancel the arrangement, or (ii) require the Company to undertake numerous activities to fulfill the performance obligations, including various activities that are outside of the Company’s control.

Timing of Billing and Performance

During the three and nine months ended September 30, 2023, the Company recognized approximately $0.7 million and $5.1 million of revenue, respectively, that was included in the deferred revenue balance at the beginning of the periods. During the three and nine months ended September 30, 2023, revenue recognized from performance obligations partially satisfied in previous periods was $1.2 million and $4.9 million, respectively. These cumulative catch-up adjustments primarily related to contract modifications executed in the current period, which resulted in changes to the transaction price and changes in estimates such as estimated total costs.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Accounts Receivable, Unbilled Services, and Deferred Revenue

Accounts receivable and unbilled services (including contract assets) consisted of the following:


(In thousands)	September 30, 2023		December 31, 2022
Accounts receivable	$	10,194	$	8,235
Unbilled services	3,397		3,555
Total accounts receivable and unbilled services	13,591		11,790
Allowance for doubtful accounts	(1,000)		(798)
Total accounts receivable and unbilled services, net	$	12,591	$	10,992

As of September 30, 2023 and December 31, 2022, contract assets of $3.4 million and $3.6 million, respectively, were included in unbilled services.

The following table presents the activity in allowance for doubtful accounts:


(In thousands)	September 30, 2023		December 31, 2022
Balance at beginning of year	$	(798)	$	—
Impact of adoption of ASC 326	(33)		—
Provision for credit losses	(390)		(798)
Write-offs	221		—
Balance at end of period	$	(1,000)	$	(798)

During the three months ended September 30, 2023, the Company wrote off $0.2 million of accounts receivable, all of which was reserved in previous quarters. There were no amounts written off for the nine months ended September 30, 2022. Bad debt expense is included in selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive income (loss).

Deferred revenue as of September 30, 2023 and December 31, 2022 was $7.8 million and $8.3 million, respectively. Changes in the Company’s accounts receivable, unbilled services and deferred revenue balances were impacted by timing differences between the Company’s satisfaction of performance obligations under its contracts, achievement of billing milestones, and customer payments.

Revenue by Geography

Substantially all of the Company’s revenue for the three and nine months ended September 30, 2023 and 2022 was derived from services performed within the United States. No other country represented more than 10% of total revenue for these periods.

Concentration of Credit Risk

Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable and unbilled services. Based on the short-term nature and historical realization of the financial assets, as well as the reputable credit ratings of the financial institutions holding the deposits, the Company believes it bears minimal credit risk. Certain balances exceed Federal Deposit Insurance Corporation (FDIC) insured limits or are invested in money market accounts with investment banks that are not FDIC insured.

For the three months ended September 30, 2023 and 2022, one and two customers, respectively, individually (totaling 15.8% and 24.4% of revenues, respectively) accounted for greater than 10% of revenue. For both the nine months ended September 30, 2023 and 2022, two customers individually (totaling 24.4% and 26.9% of revenues, respectively) accounted for greater than 10% of revenue.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

As of September 30, 2023 and December 31, 2022, three and two customers, respectively, individually (totaling 46.7% and 39.1% of accounts receivable, net, respectively) accounted for greater than 10% of accounts receivable, net.

3. Capitalized Software, net

For the nine months ended September 30, 2023 and 2022, the Company capitalized $19.0 million and $28.8 million, respectively, of internal-use software and recognized amortization expense of $0.5 million and $12.1 million, respectively.

In addition, on January 31, 2023, the Company purchased scheduling software at a cost of $0.8 million. The acquired software has since been integrated into the Company’s unified technology platform. This purchase and integration enables increased scheduling efficiencies and related cost savings and demonstrates the Company’s continuous improvement and cost reduction commitments.

The net book value of the Company’s internal use software totaling $19.3 million during the nine months ended September 30, 2023 was impaired due to the carrying value of the asset group being greater than the fair value. The fair value of the long-lived asset group was determined based on certain significant unobservable inputs, which represents a level 3 measurement. The key inputs utilized to determine the aggregate fair value of the enterprise-wide long-lived asset group was the closing market price of the Company’s common stock as of September 30, 2023 and an estimated control premium. The Company considered the market capitalization valuation during the nine months ended September 30, 2023, which was adversely impacted by declines in the Company’s stock price, in determining the fair value of the asset group. The market capitalization was trading below cash and cash equivalents and stockholders' equity at September 30, 2023 which required the Company to recognize the long-lived asset impairment. No long-lived asset impairment expense was recognized for the nine months ended September 30, 2022.

4. Leases

The following table presents lease liability maturities and balance sheet classification as of September 30, 2023:


(in thousands)
Years Ending December 31,	Operating Leases
2023 (excluding the nine months ended September 30, 2023)	$	138
2024	465
2025 and thereafter	—
Total future minimum lease payments	603
Less imputed interest	(22)
Total lease liability	$	581

Balance Sheet classification of lease liabilities reported as of September 30, 2023:
Current liabilities: Accrued expenses and other liabilities	$	534
Non-current liabilities: Operating lease liabilities	47
Total	$	581

Effective August 1, 2023, the Company transferred one of its lease agreements, with no cost or penalty to the Company, to the sublessee who is occupying the space. The transfer of the lease resulted in a $0.3 million gain on lease termination and was recorded as an offset in the impairment of long-lived assets account in the Company’s condensed consolidated statements of operations and comprehensive income (loss).

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

5. Restructuring Costs

On November 10, 2022, the Company committed to and commenced a cost reduction program to materially change the Company’s management structure and better align resources with our then-current business needs and go forward financial objectives. The cost reduction program included one-time termination benefits for 81 employees (approximately 15% of the Company’s workforce at the time of the reduction). The Company’s Board of Directors approved the program on November 9, 2022, and the majority of the affected employees were informed of the program beginning on November 10, 2022.

On April 11, 2023, the Company commenced an additional phase of its cost reduction program. In a continued effort to align the organization relative to core business needs and go forward financial objectives, this phase included a reduction in force affecting approximately 140 employees (representing approximately 30% of total employees prior to these actions). The Company’s Board of Directors approved the reduction in force on March 30, 2023 and the majority of the affected employees were informed on April 11, 2023. The cost reduction program was substantially complete as of September 30, 2023.

During the three and nine months ended September 30, 2023, the Company recognized de minimis and $3.6 million of restructuring costs. There were no restructuring costs for the nine months ended September 30, 2022. Total costs and cash expenditures for both phases of the cost reduction program are estimated at $6.3 million to $6.5 million, substantially all of which are related to one-time employee severance and benefits costs. The Company may continue to incur additional restructuring costs during and beyond 2023 related to its cost reduction program. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the cost reduction program.

Restructuring liabilities are included in accrued expenses and other liabilities on the condensed consolidated balance sheets. Activity related to the restructuring liabilities was as follows:


(In thousands)	September 30, 2023		December 31, 2022
Balance at beginning of period	$	772	$	—
Restructuring costs	3,624		2,628
Payments	(4,079)		(1,856)
Balance at end of period	$	317	$	772

The Company expects the restructuring accruals as of September 30, 2023 will be paid in 2023, pursuant to the terms of one-time benefits.

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


(In thousands)	September 30, 2023		December 31, 2022
Prepaid expenses	$	2,019	$	2,834
Capitalized commission cost, net	4,154		3,945
Other	370		342
Total prepaid expenses and other current assets	$	6,543	$	7,121

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

7. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(In thousands)	September 30, 2023		December 31, 2022
Compensation, including bonuses, fringe benefits, and payroll taxes	$	4,252	$	5,750
Professional fees, investigator fees, and pass-through expenses	1,315		2,527
Commissions payable	1,608		1,529
Restructuring costs	317		772
Current portion of operating lease liabilities	534		606
Other	329		180
Total accrued expenses and other liabilities	$	8,355	$	11,364

8. Fair Value Measurements

Financial instruments, including cash and cash equivalents, are recorded at cost, which approximates fair value. Former holders of shares of Science 37, Inc. (“Legacy Science 37”) common stock were allocated Earn-Out Shares in connection with the completion of the October 2021 merger with LifeSci Acquisition II Corp. (the “Merger”) (for more information on the Merger transaction, please refer to Note 1 “Company Background and Basis of Presentation” and Note 3 “Business Combination” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 6, 2023). These Earn-Out Shares are accounted for as a liability and require fair value measurement on a recurring basis. Due to the significant unobservable inputs that are required to value these shares, they are classified as Level 3 in the fair value hierarchy. Please refer to Note 12 “Earn-Out Shares” for additional details surrounding the valuation methodology for the Earn-Out Shares.

Please refer to Note 3 “Capitalized Software, net” for information regarding the impairment of long-lived assets. None of the Company’s other non-financial assets or liabilities are subject to fair value measurement on a non-recurring basis. There were no transfers between fair value measurement levels during the nine months ended September 30, 2023.

The following table summarizes the fair values of the Company’s assets and liabilities that were measured and reported at fair value on a recurring basis as of September 30, 2023:


(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	53,723	$	—	$	—	$	53,723
Total	$	53,723	$	—	$	—	$	53,723
Liabilities:
Earn-out liability related to shareholders	$	—	$	—	$	60	$	60
Total	$	—	$	—	$	60	$	60

The following table summarizes the fair values of the Company’s assets and liabilities that were measured and reported at fair value on a recurring basis as of December 31, 2022:


(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	104,138	$	—	$	—	$	104,138
Total	$	104,138	$	—	$	—	$	104,138
Liabilities:
Earn-out liability related to shareholders	$	—	$	—	$	170	$	170
Total	$	—	$	—	$	170	$	170

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

9. Earnings (Loss) Per Share

The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share amounts)	2023		2022		2023		2022
Numerator:
Net income (loss)	$	(13,924)	$	(23,528)	$	(58,130)	$	15,533
Denominator:
Basic weighted average common shares outstanding	118,146		116,412		117,210		115,935
Effect of dilutive securities:
Stock options	—		—		—		9,829
Restricted stock units	—		—		—		937
ESPP	—		—		—		16
Diluted weighted average common shares outstanding	118,146		116,412		117,210		126,717
Earnings (loss) per share:
Basic	$	(0.12)	$	(0.20)	$	(0.50)	$	0.13
Diluted	$	(0.12)	$	(0.20)	$	(0.50)	$	0.12

Potential common shares that are considered anti-dilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock-based awards issued under stock-based compensation programs and shares issuable pursuant to the employee stock purchase plan may be determined to be anti-dilutive based on the application of the treasury stock method. Potential common shares are also considered anti-dilutive in periods when the Company incurs a net loss. Earn-Out Shares are contingent upon the price of the Company’s common stock over a specified period of time and the target stock prices have not been achieved as of the end of the reporting period.

The number of potential shares outstanding that were anti-dilutive, and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2023	2022	2023	2022
Stock options	10,670	26,279	16,708	16,095
Restricted stock units	15,866	5,307	13,621	—
ESPP	183	81	328	—
Earn-out shares	12,500	12,500	12,500	12,500
Total anti-dilutive shares	39,219	44,167	43,157	28,595

10. Related-Party Transactions

For the three and nine months ended September 30, 2023, the Company had revenue of $0 and $0.8 million, respectively, from Pharmaceutical Product Development, LLC (“PPD”), a wholly-owned subsidiary of Thermo Fisher Scientific, Inc. and a shareholder who beneficially owns 5% or more of the Company’s common stock. For the three and nine months ended September 30, 2022, the Company had revenue of $1.1 million and $5.4 million, respectively, from PPD. In addition, as of September 30, 2023 and December 31, 2022, the Company had receivables of $0.2 million and $0.7 million, respectively, from PPD.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

11. Commitments and Contingencies

Legal Proceedings

The Company is subject to proceedings incidental to its business. The Company records accruals for claims, suits, investigations, and proceedings when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these contingencies regularly and records or adjusts accruals related to such matters to reflect the impact and status of any settlements, rulings, advice of counsel or other information pertinent to a particular matter. Gain contingencies are not recognized. Legal costs associated with contingencies are expensed as incurred. Since these matters are inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events.

Commitments and Contingencies

As of September 30, 2023, the Company had no material contingent losses recorded.

Please refer to Note 4 “Leases” for information regarding lease commitments and Note 12 “Earn-Out Shares” for information regarding the contingent obligation related to the Earn-Out Shares.

12. Earn-Out Shares

In accordance with the 2021 Merger, former holders of shares of Legacy Science 37 preferred and common stock and former holders of options to purchase shares of Legacy Science 37 common stock are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of the Company’s common stock (the “Earn-Out Shares”) if certain triggering events are met within three years from the date of the Merger (the “Triggering Events”). For more information on the Merger transaction, please refer to Note 1 “Company Background and Basis of Presentation” and Note 3 “Business Combination” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 6, 2023.

As of December 31, 2022, the stockholders and option holders were estimated to receive approximately 11,131,713 and 1,368,287 Earn-Out Shares, respectively, based on the fully diluted capitalization table of Legacy Science 37. The fair value of the Earn-Out Shares was approximately $0.02 (Trigger 1) and approximately $0.01 (Trigger 2) per share as of December 31, 2022.

As of September 30, 2023, the stockholders and option holders were estimated to receive approximately 11,518,891 and 981,109 Earn-Out Shares, respectively. The fair value of the Earn-Out Shares was approximately $0.01 (Trigger 1) and approximately $0.00 (Trigger 2) per share as of September 30, 2023.

Through the third quarter of 2022, the estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-Out Period using the most reliable information available. This valuation method falls into Level 3 fair value hierarchy for inputs used in measuring fair value and is based on inputs that are unobservable and significant to the overall fair value measurement. Unobservable inputs are inputs that reflect the Company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. To the extent that the valuation is based on models or inputs that are unobservable in the market, the determination of fair value requires management to exercise a high degree of judgment. Change in significant unobservable inputs could result in a higher or lower fair value measurement of the liability associated with the Earn-Out Shares. Based on the first year Monte Carlo simulation valuation model results, the change in the Company’s stock price and the relative immaterial nature of the earn-out liability, the fair value of the Earn-Out Shares for both the nine months ended September 30, 2023 and the three months ended December 31, 2022 was determined using a valuation methodology that the Company believes approximates the fair value of the Earn-Out Shares.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Former Science 37 Shareholders

The Company has determined that the contingent obligation to issue Earn-Out Shares to former Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to the common stock of the Company and, as such, liability classification is required. For the nine months ended September 30, 2023, there was a decrease in the fair value of the earn-out liability of $0.1 million, which was recorded as a gain in “Change in fair value of earn-out liability” within the condensed consolidated statements of operations. In accordance with the Merger, Earn-Out Shares attributable to former Science 37 option holders who discontinue providing service before the occurrence of the Triggering Event are reallocated to the remaining eligible former stockholders and former option holders.

The earn-out liability is recorded on the balance sheet as a non-current liability because potential payment of the liability will be settled in the Company’s common shares. The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the nine months ended September 30, 2023:


(In thousands)	Earn-Out Liability
Balance at December 31, 2022	$	170
Change in fair value related to option holder forfeitures	2
Change in fair value related to share valuation inputs	(112)
Total change in fair value recognized in earnings	$	(110)
Balance at September 30, 2023	$	60

Former Science 37 Option Holders

The contingent obligation to issue Earn-Out Shares to former Science 37 option holders falls within the scope of ASC 718, Compensation - Stock Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event(s). For the three and nine months ended September 30, 2023, the Company recorded approximately $0 and $0.4 million, respectively, in stock-based compensation expense related to the Earn-Out Shares. As the derived service period is complete, no unrecognized compensation expense was remaining at September 30, 2023.

13. Stock-Based Compensation

The Company has two equity-based compensation plans, the Science 37 Holdings, Inc. 2021 Incentive Award Plan (“2021 Plan”) and the 2022 Employment Inducement Incentive Award Plan (“2022 Plan”, and together with the 2021 Plan, the “Plans”). From the 2021 Plan, stock-based compensation awards can be granted to employees, consultants, and non-executive directors. From the 2022 Plan, inducement stock-based awards can be granted to newly hired employees in accordance with Nasdaq Listing Rules. The 2021 Plan allows for the grant of awards in the form of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) dividend equivalents; and (vii) other stock and cash based awards. The 2022 Plan allows for the grant of awards in the form of: (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) RSUs; (v) dividend equivalents; and (vi) other stock and cash-based awards. The Compensation Committee of the Board is responsible for the administration of both Plans. In addition, the Company has an Employee Stock Purchase Plan (the “ESPP”).

The terms of stock-based instruments granted are determined at the time of grant and are typically subject to such conditions as continued employment and the passage of time. The Company has granted 1) stock options, which typically vest at 25% per year and become exercisable after one year of service after the date of issuance, with equal and successive vesting for the next 36 months, as long as the employee provides service to the Company, as defined and 2) RSUs, which are contingent upon continued service and vest over time in annual or bi-annual installments over the vesting period, which is typically 1 to 3 years. In addition, employees, consultants, and directors owning stock options immediately prior to the 2021 Merger were granted the right to receive a number of Earn-Out Shares as described in Note 12 “Earn-Out Shares”.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or end of the six-month offering periods. Employees may not purchase more than 5,000 shares annually under the plan.

The following table summarizes stock option awards outstanding as of September 30, 2023, as well as activity during the nine months then ended:


(In thousands, except per share amounts)	Number of Options	Weighted Average Exercise Price
Outstanding at December 31, 2022	24,490	$	6.16
Granted	707	0.34
Exercised	(232)	0.29
Forfeited	(14,782)	9.17
Outstanding at September 30, 2023	10,183	$	1.52

The following table summarizes RSU awards outstanding as of September 30, 2023, as well as activity during the nine months then ended:


(In thousands, except per share amounts)	Number of RSUs	Weighted Average Grant Date Fair Value		Aggregate Fair Value
Outstanding at December 31, 2022	9,737	$	2.06
Granted	9,294	0.27
Vested	(2,832)	2.20
Forfeited	(3,322)	1.12
Outstanding at September 30, 2023	12,877	$	0.97	$	12,543

As of September 30, 2023, the total unrecognized compensation expense related to outstanding stock options and RSU awards was $2.5 million and $30.2 million, respectively, which the Company expects to recognize over a weighted-average period of 2.10 and 1.91 years, respectively.

On April 3, 2023, the Company filed a Schedule TO with the Securities and Exchange Commission in connection with an exchange offer to eligible employees (including named executive officers) and consultants of the Company to voluntarily exchange some or all of their outstanding stock options, whether vested or unvested, with an exercise price greater than or equal to $9.06 per share for a lesser number of RSUs with standard three year service-based vesting requirements (the “Exchange Offer”). Specifically, one RSU was granted in exchange for two eligible options held by non-executive employees and consultants and two and one-half eligible options held by executive officers. The number of RSUs was rounded down to the nearest whole share on a grant-by-grant basis. The Exchange Offer closed on April 28, 2023. In the aggregate, 4,674,682 RSUs were issued to 142 executive and non-executive employees and consultants in exchange for 10,605,665 stock options that had a weighted average exercise price of $10.22. The new RSUs granted in connection with the Exchange Offer are governed by the 2021 Plan.

The Exchange Offer resulted in Type I (probable to probable) modifications and will result in incremental stock-based compensation expense of $1.0 million. This incremental expense was measured as the excess of the fair value of each new RSU as of the date of the exchange (grant date) over the fair value of the stock options surrendered in exchange for the RSUs, measured immediately prior to their cancellation. The original option awards had remaining vesting periods ranging from 2.1 to 2.8 years at the exchange date. For Type I modifications that increase an employee’s requisite service period, companies have the option of attributing the remaining unrecognized compensation expense of the original award and the incremental compensation expense resulting from the modification either 1) separately over their individual vesting periods or 2) ratably over the new award’s vesting period. The Company will expense ratably over the new award’s vesting period.

As of September 30, 2023, there were 430,360 shares issued and 5,805,942 shares reserved for future issuance under the ESPP. As of September 30, 2023, the total unrecognized compensation expense related to the ESPP was de minimis, which the Company expects to recognize over a period of 0.41 years.

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Science 37 Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 was as follows:


Statement of operations classification	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Cost of revenue (stock options, RSUs and ESPP)	$	159	$	505	$	540	$	1,481
Selling, general and administrative (stock options, RSUs and ESPP)	3,419		3,710		11,341		12,669
Selling, general and administrative (Earn-Out Shares)	—		1,524		405		5,275
Total stock-based compensation expense	$	3,578	$	5,739	$	12,286	$	19,425

Stock-based compensation expense recognized in the statements of operations may differ from the impact of stock-based compensation to additional paid-in capital due to stock-based compensation capitalized as part of software development activities.

14. Income Taxes

The Company has incurred net operating losses since inception and is forecasting additional losses through December 31, 2023. No U.S. Federal or material state income taxes are expected for 2023 and foreign income taxes are expected to be immaterial; as such, the provision for income taxes recorded as of September 30, 2023 was immaterial. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of the Company’s net deferred tax assets. Accordingly, as of September 30, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since, as of that time, the Company could not assert that it was more likely than not that these deferred tax assets would be realized.

15. Subsequent Events

On October 27, 2023, the Company filed a proxy statement informing stockholders of record as of October 19, 2023 of a special meeting of stockholders to be held on November 29, 2023 to consider and act upon approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of the outstanding shares of the Company’s common stock at a ratio not less than 1-for-5 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors without further approval or authorization of the Company’s stockholders.

The Company’s Board of Directors are proposing the reverse stock split to regain compliance and reduce risk of future non-compliance with the minimum bid price requirement of Nasdaq Listing Rule 5450(a)(1) of $1.00 per common share and to minimize risk of future delisting on the Nasdaq Capital Market, among other reasons. Approval of the proposal by the stockholders would give the Company’s Board of Directors authority to implement the reverse stock split at any time, or not at all, at the Board of Directors’ sole discretion that such action is in the best interests of the Company. If the Company regains compliance with the minimum bid price through other means, such as organic strengthening of the Company’s stock, the reverse stock split may not be consummated.

Effective November 1, 2023, the Company’s Board of Directors approved an amendment to the Company’s 2022 Employment Inducement Incentive Award Plan (as amended, the “Inducement Plan”) solely to increase the number of shares of the Company’s common stock available for issuance pursuant to equity awards granted under the Inducement Plan by [10,000,000] shares, to an aggregate of [11,000,000] shares, subject to the adjustment provisions of the Inducement Plan. The Inducement Plan Amendment was adopted without stockholder approval pursuant to the applicable Nasdaq Listing Rules. The Inducement Plan allows for the grant of awards in the form of: (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) RSUs; (v) dividend equivalents; and (vi) other stock and cash-based awards. From the Inducement Plan, inducement stock-based awards can be granted to newly hired employees in accordance with Nasdaq Listing Rules.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. This discussion contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other documents filed by us from time to time with the Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” “Science 37,” and “the Company” are intended to mean the business and operations of Science 37 Holdings, Inc.

Overview of Our Business and Services

Science 37 is a leader in patient-centric clinical trials and in supporting novel approaches to decentralized clinical trial designs. Science 37 pioneered the concept of patient-centric clinical trials with a very simple premise: that clinical trials should begin with the patient.

Recent Developments

On October 27, 2023, we filed a proxy statement for a special meeting of stockholders scheduled for November 29, 2023 seeking stockholder approval of an amendment to our Second Amended and Restated Certificate of Incorporation to effect, at the discretion of our Board of Directors, a reverse stock split of our outstanding shares of common stock at a ratio not less than 1-for-5 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. Our Board of Directors are proposing the reverse stock split to regain compliance and reduce risk of future non-compliance with the minimum bid price requirement of Nasdaq Listing Rule 5450(a)(1) of $1.00 per common share and to minimize risk of future delisting on the Nasdaq Capital Market, among other reasons. Should our stockholders fail to approve the reverse stock split, it is substantially likely that our common stock would be delisted from Nasdaq.

Key Factors Affecting Our Performance

We derive our revenue primarily from contractual arrangements to enable and enhance clinical trials through technology and services as well as licensing our unified technology platform to a variety of life science institutions. Thus, the following factors have been important to our business and we expect them to impact our business, results of operations and financial condition in future periods:

Core business growth and expansion of technology capabilities

Our sustained growth will require continued adoption and utilization of our products and service offerings by new and existing customers. Our revenue growth rate and long-term profitability are affected by our ability to expand our customer base through market penetration and drive broader adoption of our unified technology platform. Our financial performance will depend on our ability to attract, retain and sell additional solutions to our customers under favorable contractual terms.

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Expansion into adjacent markets

Maintaining our growth will require additional expansion of our offerings across key verticals, including Contract Research Organization (“CRO”) partnerships, electronic clinical outcome assessment capabilities, real-world evidence, clinical care, and diversity in clinical research. Our financial performance will depend on our ability to continue to execute our expansion across these key verticals under favorable contractual terms.

Continued investment in growth

We plan to continue investing in our business, including our unified technology platform, so we can capitalize on our market opportunity and increase awareness of the value that can be realized with decentralized clinical trials through our Metasite offerings. We also expect to continue to make focused investments in marketing to drive brand awareness, increase the number of opportunities and further penetrate the market. Although we expect these activities to negatively impact our results in the near term, we believe that these investments will contribute to our long-term growth and positively impact our business and results of operations.

Key Performance Measures

We review certain key performance measures, as discussed below, to evaluate our business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to the Company’s investors because they are used to measure and model the performance of companies such as ours.

Backlog and Net Bookings

Our backlog represents anticipated revenue for work not yet completed or performed (i) under signed contracts, letters of intent and, in some cases, bookings that are supported by other forms of written communication and (ii) where there is sufficient or reasonable certainty about the customer’s ability and intent to fund and commence the services within six months. Backlog and backlog conversion (defined as quarterly revenue for the period divided by opening backlog for that period) vary from period to period depending upon new authorizations, contract modifications, cancellations and the amount of revenue recognized under existing contracts.

We continually evaluate our backlog to determine if any previously awarded work is no longer expected to be performed. If we determine that previously awarded work is no longer probable of performance and the mutual financial closeout activities are materially complete, we will remove the value from our backlog based on the risk of cancellation. We recognize revenue from these bookings as services are performed, provided the Company has received proper authorization from the customer. We exclude revenue that has been recognized and reported in the statement of operations from backlog.

Although an increase in backlog will generally result in an increase in future revenue to be recognized over time (depending on future contract modifications, contract cancellations and other adjustments), an increase in backlog at a particular point in time does not necessarily correspond to an increase in revenue during a particular period. The timing and extent to which backlog will result in revenue depends on many factors, including the timing of commencement of work, the rate at which services are performed, scope changes, cancellations, delays, receipt of regulatory approvals and the nature, duration, size, complexity, and phase of the studies. The Company’s contracts generally have terms ranging from several months to several years. In addition, delayed projects may remain in backlog until they are canceled. As a result of these and other factors, our backlog might not be a reliable indicator of future revenue and we might not realize all or any part of the revenue from the authorizations in backlog as of any point in time.

Net bookings represent new business awards, net of contract modifications, contract cancellations, and other adjustments. Net bookings represent the minimum contractual value for the initial planned duration of a contract as of the contract execution date. The minimum fixed fees, upfront implementation fees and technology and support fees are included in net bookings. Estimates of variable revenue for utilization in excess of the contracted amounts are not included in the value of net bookings. Net bookings vary from period to period depending on numerous factors, including customer authorization volume, sales performance and the overall outlook of the life sciences industry, among others.

Our backlog as of September 30, 2023 and 2022 was as follows:


(In thousands)	2023		2022		Change
Backlog	$	163,061	$	170,357	$	(7,296)	(4.3)	%

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Our net bookings for the three months ended September 30, 2023 and 2022 were as follows:


(In thousands)	2023		2022		Change
Net bookings	$	9,202	$	4,708	$	4,494	95.5	%

Our backlog as of September 30, 2023 and net bookings for the three months ended September 30, 2023 were negatively impacted by changes in scope, during the period, of ongoing projects totaling $8.7 million.

Components of Results of Operations

Revenue

The Company derives its revenue primarily from two sources: (i) contractual arrangements to enable and enhance clinical trials through technology and services, and (ii) licensing of its unified technology platform to a variety of life science institutions.

Total revenue is comprised of revenue from the provision of the Company’s decentralized services, including enhanced services from the use of the Company’s hosted unified technology platform. Revenue also includes reimbursable and out of pocket expenses provided for in the Company’s contracts with its customers.

See “Critical Accounting Policies and Estimates — Revenue Recognition,” below for a discussion of our revenue recognition policy.

Cost of Revenue

Cost of revenue includes the direct costs to conduct the Company’s trials remotely and make available the Company’s technology solutions. Cost of revenue consists primarily of compensation, benefits, and other employee-related costs, including expenses for stock-based compensation, contract labor, trial advertising and marketing, investigator payments, and reimbursable out-of-pocket expenses directly related to delivering on the Company’s contracts. Cost of revenue excludes depreciation and amortization. Cost of revenue is driven primarily by the number of clinical trials in which the Company is contracted, and it typically increases or decreases with changes in revenue but may fluctuate from period to period as a percentage of revenue due to project labor utilization and experience level mix of personnel assigned to projects, the type of services, changes to the timing of work performed and project inefficiencies, among other factors.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to sales, marketing, and administrative functions (including human resources, legal, finance, information technology, privacy and training, and general management) such as compensation expense and benefits, including stock-based compensation, travel, professional services, facilities, recruiting and relocation, training, and sales commissions.

Impairment of Long-lived Assets

Impairment of long-lived assets represents charges to net income for the difference between net carrying value and fair value when the net carrying amount exceeds the estimated fair value of the Company’s property, equipment and capitalized software development. The Company completes impairment assessments whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, or at least annually.

Depreciation and Amortization

Depreciation and amortization represent the costs charged for the Company’s property, equipment and capitalized software development. The Company records depreciation and amortization on property and equipment using the straight-line method, based on the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the lease term or the estimated useful lives of the improvements. The Company amortizes software development costs over five years. We will continue to invest additional resources in our unified technology platform, to expand its capabilities and ensure that customers are realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our depreciation and amortization expense in the future.

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Restructuring Costs

Restructuring costs consist of employee severance and benefits. The Company commenced a cost reduction program in the fourth quarter of 2022 to materially change the Company’s management structure and to better align resources with our then-current business needs and going forward financial objectives, which included one-time termination benefits for 81 employees. In addition, the Company carried out an additional phase of the cost reduction program on April 11, 2023 in a continued effort to align the organization relative to core business needs and going forward financial objectives, which included one-time termination benefits for approximately 140 employees.

Other Income (Expense), net

Other income (expense), net, consists of interest income, sublease income, the change in the fair value of the earn-out liability, and other income (expense).

Results of Operations

Comparison of the three and nine months ended September 30, 2023 and 2022

The following table sets forth our unaudited condensed consolidated statements of operations data for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Revenue	$	14,887	$	16,249	$	44,324	$	54,210

Cost of revenue and operating expenses:
Cost of revenue (exclusive of depreciation and amortization)	8,972		12,157		30,048		41,985
Selling, general and administrative	14,740		24,485		51,813		82,822
Impairment of long-lived assets	5,533		—		19,013		—
Depreciation and amortization	164		4,870		520		12,569
Restructuring costs	22		—		3,624		—
Total operating expenses	29,431		41,512		105,018		137,376
Loss from operations	(14,544)		(25,263)		(60,694)		(83,166)
Total other income (expense), net	621		1,735		2,565		98,698
Income (loss) before income taxes	(13,923)		(23,528)		(58,129)		15,532
Income tax expense (benefit)	1		—		1		(1)
Net income (loss)	$	(13,924)	$	(23,528)	$	(58,130)	$	15,533

Revenue

Revenue for the three months ended September 30, 2023 and 2022 was as follows:


(In thousands)	2023		2022		Change
Revenue	$	14,887	$	16,249	$	(1,362)	(8.4)	%

Revenue for the nine months ended September 30, 2023 and 2022 was as follows:


(In thousands)	2023		2022		Change
Revenue	$	44,324	$	54,210	$	(9,886)	(18.2)	%

For the three months ended September 30, 2023, our revenue decreased by $1.4 million, or 8.4%, to $14.9 million, as compared to $16.2 million for the same period in 2022. For the nine months ended September 30, 2023, our revenue decreased by $9.9 million, or 18.2%, to $44.3 million, as compared to $54.2 million for the same period in 2022. The decrease in revenues was primarily driven by reduced opening backlog coverage related to prior year net booking declines, as well as changes in revenue contributions derived from study specific life-cycles.

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Cost of Revenue

Cost of revenue for the three months ended September 30, 2023 and 2022 was as follows:


(In thousands)	2023			2022			Change
Cost of revenue (exclusive of depreciation and amortization)	$	8,972		$	12,157		$	(3,185)	(26.2)	%
% of revenue	60.3		%	74.8		%

Cost of revenue for the nine months ended September 30, 2023 and 2022 was as follows:


(In thousands)	2023			2022			Change
Cost of revenue (exclusive of depreciation and amortization)	$	30,048		$	41,985		$	(11,937)	(28.4)	%
% of revenue	67.8		%	77.4		%

For the three months ended September 30, 2023, cost of revenue decreased by $3.2 million, or 26.2%, to $9.0 million, as compared to $12.2 million for the same period in 2022. For the nine months ended September 30, 2023, cost of revenue decreased by $11.9 million, or 28.4%, to $30.0 million, as compared to $42.0 million for the same period in 2022. The decreases were primarily in salaries and wages and third-party contractor costs resulting from the Company’s cost reduction program.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2023 and 2022 were as follows:


(In thousands)	2023			2022			Change
Selling, general and administrative	$	14,740		$	24,485		$	(9,745)	(39.8)	%
% of revenue	99.0		%	150.7		%

Selling, general and administrative expenses for the nine months ended September 30, 2023 and 2022 were as follows:


(In thousands)	2023			2022			Change
Selling, general and administrative	$	51,813		$	82,822		$	(31,009)	(37.4)	%
% of revenue	116.9		%	152.8		%

Selling, general and administrative expenses decreased by $9.7 million, or 39.8%, to $14.7 million for the three months ended September 30, 2023 as compared to $24.5 million for the same period in 2022. Selling, general and administrative expenses decreased by $31.0 million, or 37.4%, to $51.8 million for the nine months ended September 30, 2023 as compared to $82.8 million for the same period in 2022. The primary decreases were in salaries and wages, professional fees and consulting related to the Company’s cost reduction program.

Impairment of Long-Lived Assets

Impairment of long-lived assets was $5.5 million and $19.0 million, respectively, for the three and nine months ended September 30, 2023 as compared to no impairment recognized for the comparable periods in 2022. The increase was due to the full impairment of the Company’s long-lived assets for the three and nine months ended September 30, 2023, partly offset by a $0.3 million gain on termination of one of the Company’s leases which was transferred to the sublessee occupying the space. The long-lived asset impairment was due to the carrying value of the asset group being greater than the fair value. The Company considered the market capitalization valuation as of September 30, 2023, which was adversely impacted by declines in the Company’s stock price during 2022 and 2023, in determining the fair value of the asset group. The market capitalization was trading below cash and cash equivalents and stockholders' equity at September 30, 2023, which required the Company to recognize the long-lived asset impairment. The Company remains confident in the utility of the long-lived assets. We may have additional impairment in future periods if our market capitalization continues to trade below cash and cash equivalents and stockholders’ equity.

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Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 was as follows:


(In thousands)	2023			2022			Change
Depreciation and amortization	$	164		$	4,870		$	(4,706)	(96.6)	%
% of revenue	1.1		%	30.0		%

Depreciation and amortization expense for the nine months ended September 30, 2023 and 2022 was as follows:


(In thousands)	2023			2022			Change
Depreciation and amortization	$	520		$	12,569		$	(12,049)	(95.9)	%
% of revenue	1.2		%	23.2		%

Depreciation and amortization expense decreased by $4.7 million, or 96.6%, to $0.2 million for the three months ended September 30, 2023 as compared to $4.9 million for the same period in 2022. Depreciation and amortization expense decreased by $12.0 million, or 95.9%, to $0.5 million for the nine months ended September 30, 2023 as compared to $12.6 million for the same period in 2022. The decrease in depreciation and amortization expense during the three and nine months ended September 30, 2023 was due to the impairment of long-lived assets in the fourth quarter of 2022 and for the three and nine months ended September 30, 2023, partly offset by depreciation and amortization expense recognized on new assets purchased or capitalized during the three and nine months ended September 30, 2023.

Restructuring Costs

Restructuring costs for the three months ended September 30, 2023 and 2022 were as follows:


(In thousands)	2023			2022			Change
Restructuring costs	$	22		$	—		$	22	100.0	%
% of revenue	0.1		%	—		%

Restructuring costs for the nine months ended September 30, 2023 and 2022 were as follows:


(In thousands)	2023			2022			Change
Restructuring costs	$	3,624		$	—		$	3,624	100.0	%
% of revenue	8.2		%	—		%

Restructuring costs were nominal and $3.6 million, respectively, for the three and nine months ended September 30, 2023, as compared to no restructuring costs recognized for both of the comparable periods in 2022. The increase in restructuring costs during the three and nine months ended September 30, 2023 was due to the April 2023 reduction in force related to the Company’s cost reduction program.

Other Income (Expense)

The components of other income (expense), net for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2023		2022		2023		2022
Interest income	$	732	$	559	$	2,475	$	748
Sublease income	(2)		240		64		719
Change in fair value of earn-out liability	—		1,200		110		97,600
Other income (expense), net	(109)		(264)		(84)		(369)
Total other income (expense), net	$	621	$	1,735	$	2,565	$	98,698

Other income (expense) for the three months ended September 30, 2023 was income of $0.6 million compared to income of $1.7 million for the three months ended September 30, 2022. Other income (expense) for the nine months ended September 30, 2023 was income of $2.6 million compared to income of $98.7 million for the nine months ended

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September 30, 2022. These decreases were primarily due to the recognition of gains of $1.2 million and $97.6 million on change in fair value of the earn-out liability for the three and nine months ended September 30, 2022, respectively, compared to no gain and a gain of $0.1 million for the three and nine months ended September 30, 2023, respectively. In addition, one of the Company’s leases, and related subleases, expired during the fourth quarter of 2022 and the Company transferred another lease during the three months ended September 30, 2023 to the sublessee occupying the space. These decreases were partly offset by an increase in interest income for the three and nine months ended September 30, 2023 mainly due to movement of the majority of excess operating cash to a money market fund.

Liquidity and Capital Resources

Key measures of our liquidity were as follows:


(In thousands)	September 30, 2023		December 31, 2022
Balance sheet data:
Cash and cash equivalents	$	56,407	$	108,091
Working capital	57,437		103,028

As of September 30, 2023, the Company had cash and cash equivalents of $56.4 million. For the nine months ended September 30, 2023, the Company recorded a net loss of $58.1 million, and used $33.1 million, $18.4 million, and $0.2 million of net cash in operating, investing, and financing activities, respectively. Cash outflows from operating activities were attributable primarily to losses from operations incurred during the nine months ended September 30, 2023.

As of September 30, 2023, the Company’s principal source of liquidity was cash and cash equivalents provided from the October 2021 merger with LifeSci Acquisition II Corp. (the “Merger”) and related private placement financing. The Company believes that the current cash balances will be adequate to support its working capital needs, capital expenditures and other currently anticipated liquidity requirements for at least the next twelve months.

Our future capital requirements will depend on many factors, including investments in growth and technology. To meet these future capital requirements, we may enter into arrangements to acquire or invest in complementary businesses, services, technologies and other assets, which may require us to seek additional equity or debt financing. In the event that

we require additional financing, we may not be able to raise such financing in a timely manner, on terms acceptable to us,

or at all. If we are unable to obtain additional capital or generate cash flows necessary to expand our operations and invest in continued innovation of our unified technology platform, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

Cash Flows

Our cash flows from operating, investing, and financing activities were as follows:


	Nine Months Ended September 30,
(In thousands)	2023		2022		Change
Net cash used in operating activities	$	(33,125)	$	(60,377)	$	27,252
Net cash used in investing activities	(18,420)		(24,789)		6,369
Net cash (used in) provided by financing activities	(156)		672		(828)

Operating activities

Net cash used in operating activities for the nine months ended September 30, 2023 was $33.1 million, consisting primarily of net loss of $58.1 million and changes in working capital of $7.2 million, partly offset by net adjustments for non-cash items of $32.2 million. Changes in working capital were primarily due to decreases in accounts payable and accrued expenses related to the timing of invoicing and payment, including the payment of the 2022 annual employee bonus in March 2023, and an increase in net receivables due to the timing of invoicing and collections during the nine months ended September 30, 2023. Net adjustments for non-cash items consisted primarily of the loss on impairment of long-lived assets and stock-based compensation expense.

Net cash used in operating activities for the nine months ended September 30, 2022 was $60.4 million, consisting primarily of net income of $15.5 million, offset by changes in working capital of $11.6 million and net adjustments for non-cash items of $64.3 million. Changes in working capital were primarily due to decreases in accounts payable and accrued expenses, partly offset by a decrease in net receivables due to strong cash collections during the three months

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ended September 30, 2022. In April 2022, U.S. exempt employees transitioned from a paid time off ("PTO") to a flexible time off (“FTO”) policy with impacted employees receiving cash consideration of approximately $3.2 million for earned and accrued PTO which, as of March 31, 2022, had not been used under the previous policy. The Company paid the 2021 annual employee bonuses in March 2022 and the PTO to FTO transitional payments in May 2022. Net adjustments for non-cash items consisted primarily of a $97.6 million gain recorded from the change in fair value of the earn-out liability, partially offset by the stock-based compensation expense and depreciation and amortization.

Investing activities

Net cash used in investing activities for the nine months ended September 30, 2023 was $18.4 million, consisting of $17.6 million in payments related to capitalized software development costs and a $0.8 million purchase of internal-use scheduling software which has since been integrated into the Company’s unified technology platform.

Net cash used in investing activities for the nine months ended September 30, 2022 was $24.8 million, consisting of $24.6 million in payments related to capitalized software development costs and $0.2 million in purchases of property and equipment.

The purchase of internal-use scheduling software during the nine months ended September 30, 2023 reflects the Company’s continuous improvement objective in relation to our unified technology platform in addition to the Company’s efficiency and overall cost-reduction objectives.

We expect to continue making investments for additions and enhancements to our unified technology platform and for purchases of property and equipment, as needed. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow.

Financing activities

Net cash used in financing activities was $0.2 million for the nine months ended September 30, 2023 primarily related to tax withholding payments for share based compensation, partly offset by cash received from issuance of common stock. Net cash provided by financing activities for the nine months ended September 30, 2022 consisted of $0.7 million net cash received from issuance of common stock.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

While our significant accounting policies are more fully described in Note 2 “Summary of Significant Accounting Policies” of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective, and complex judgments.

Revenue Recognition

The majority of our contracts are service contracts for clinical trial support that represent a single performance obligation. Science 37 provides a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. We recognize revenue over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs

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expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other pass-through expenses related to clinical activities). This cost-based method of revenue recognition requires us to make estimates of costs to complete projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates as they are based on various assumptions to project future outcomes of events that often span several years. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days’ notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract.

Capitalized Software and the Recognition of Related Amortization to Expense

Science 37’s unified technology platform organizes workflows, captures real-time evidence, and harmonizes data during clinical trial support or enhancement. As such, we capitalize software development costs related to the development of our unified technology platform in accordance with ASC Topic 350-40, Internal Use Software. Capitalized software is recorded at cost less accumulated amortization. Costs incurred during the development stage are capitalized and consist of payroll labor and benefits, to the extent of time spent directly on the development of software, stock-based compensation expense for direct employees, and external direct costs of materials and labor. Payroll and benefits are allocated based on the percentage of technical employees’ time spent directly on the software which involves some level of estimation. Vacation, holidays, sick time, extended leave, training, and administrative meetings are considered and excluded from the percent capitalized. Training and maintenance costs are expensed as incurred. Amortization commences once the respective assets are placed into service. The amortization of these capitalized software costs for our unified technology platform is included in depreciation and amortization over an estimated life of five years. The determination of the useful life for capitalized software involves some level of judgment. Amortization expense can be affected by various factors, including new software releases, acquisitions or divestitures of software, and/or impairments.

In January 2023, the Company reassessed the useful life of its unified technology platform in relation to its revenue generating activities. Based on this review, the Company determined the actual useful life of its unified technology platform, in relation to revenue generating activities, was longer than the useful life used for amortization purposes in the Company’s financial statements. As a result, the Company increased the useful life of its unified technology platform for amortization purposes from three to five years effective January 1, 2023. The effects of this change in accounting estimate over the previous estimated useful life for the nine months ended September 30, 2023 was zero because the Company’s unified technology platform was fully impaired in both the fourth quarter of 2022 and for the nine months ended September 30, 2023, as discussed below.

The Company reviews capitalized software for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the expected undiscounted future cash flow from the use of the capitalized software and its eventual disposition is less than the carrying value, an impairment loss is recognized and measured using the fair value of the related asset. Assets are reported at the lower of the carrying amount or the fair value less costs to sell. The net book value of the Company’s unified technology platform totaling $19.3 million and $42.1 million was impaired during the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, due to the fair value of the asset group being lower than its carrying value under the long-lived asset impairment test as of September 30, 2023 and December 31, 2022, respectively. In the fourth quarter of 2022 through September 30, 2023, the Company’s common stock price experienced significant decline, resulting in market value trading below cash and cash equivalents and stockholders’ equity at September 30, 2023 and December 31, 2022, respectively. Notwithstanding these impairments, the Company continues to capitalize expenses for those activities that meet capitalization requirements in accordance with GAAP, followed by assessment for impairment as described above.

Stock-Based Compensation

We recognize the cost of stock-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. We reverse previously recognized costs for unvested awards in the period that forfeitures occur. We determine the fair value of stock options and shares issued under the employee stock purchase plan (ESPP) using the Black-Scholes option pricing model, which is impacted by the following assumptions:

•Expected Term—We use the simplified method when calculating the expected term due to insufficient historical exercise data.

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•Expected Volatility—Given the limited market trading history of our common stock, volatility is based on a benchmark of comparable companies within the traditional CRO and health technology industries.

•Expected Dividend Yield—We have not paid any cash dividends on common stock and do not anticipate doing so in the foreseeable future.

•Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

Prior to the October 2021 Merger, due to the absence of an active market for Science 37 Inc.’s (“Legacy Science 37”) common stock, the fair value of the common stock for purposes of determining the common stock price for stock option grants was determined by Legacy Science 37’s Board of Directors. Legacy Science 37’s Board of Directors set the exercise price of stock options at least equal to the fair value of its common stock on the date of grant. Legacy Science 37’s Board of Directors exercised judgment while considering numerous objective and subjective factors in order to determine the fair market value on each date of grant in accordance with the guidance in the American Institute of Certified Public Accountants Technical Practice Aid entitled, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, including the receipt of a valuation prepared by an independent third party with extensive experience valuing common stock of privately held companies.

Earn-Out Shares

As of the October 2021 Merger date, former holders of shares of Legacy Science 37 common stock (including shares received as a result of the conversion of Legacy Science 37 preferred stock) and former holders of options to purchase shares of Legacy Science 37 are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of the Company’s common stock (the “Earn-Out Shares”) if, during the period beginning on the Merger Transaction date and ending on October 6, 2024, the share price equal to the volume weighted average price of Science 37’s common stock for a period of at least 20 days out of 30 consecutive trading days (each, a “Triggering Event”):

•is equal to or greater than $15.00, a one-time aggregate issuance of 5,000,000 Earn-Out Shares will be made; and

•is equal to or greater than $20.00, a one-time aggregate issuance of 7,500,000 Earn-Out Shares will be made.

In respect of former holders of Legacy Science 37 options, receipt of the Earn-Out Shares is subject to continued services to the Company or one of its subsidiaries at the time of the applicable Triggering Event. If there is a change of control of Science 37 within the three-year period following the closing of the October 2021 Merger that will result in the holders of Science 37 common stock receiving a per share price equal to or in excess of any Triggering Event threshold, then immediately prior to such change of control, any Triggering Event that has not previously occurred shall be deemed to have occurred and Science 37 shall issue the Earn-Out Shares to the former holders of shares of Legacy Science 37 common stock and former holders of Legacy Science 37 options in accordance with their respective pro rata shares. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes over the earn-out period using the most reliable information available.

The Company determined that the contingent obligation to issue Earn-Out Shares to existing Legacy Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40 and therefore equity treatment is precluded. The Triggering Event(s) that determine the issuance of the Earn-Out Shares include terms that are not solely indexed to our common stock, and as such liability classification is required. Equity-linked instruments classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying condensed consolidated statements of operations and comprehensive loss.

The Company determined that the contingent obligation to issue Earn-Out Shares to existing Legacy Science 37 option holders falls within the scope of ASC Topic 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event(s). The fair value of the option holder Earn-Out Shares is recorded as share-based compensation on a straight-line basis over the derived service period determined using the Monte Carlo simulation valuation model and recognized in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to

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take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. The Company expects to remain an emerging growth company at least through the end of 2023 and expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 1 “Company Background and Basis of Presentation” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Under SEC rules and regulations, because we are considered to be a “smaller reporting company”, we are not required to provide the information required by this item in this report.

Item 4. Controls and Procedures

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of the disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.

Item 1A. Risk Factors

The Company’s risk factors are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These factors could materially, adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. There have been no material changes to the Company’s risk factors since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 6, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Sales of Unregistered Equity Securities

None.

Purchases of Equity Securities

The Company did not repurchase shares of its common stock during the three months ended September 30, 2023.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

The Company was notified by The Nasdaq Stock Market LLC (“Nasdaq”) on December 27, 2022, that the closing bid price for the Company’s common stock was not in compliance with the minimum bid price requirement of Nasdaq Listing Rule 5450(a)(1) (the “Rule”) for continued listing. At that time, Nasdaq gave the Company 180 calendar days to regain compliance. On June 27, 2023, Nasdaq notified the Company that it had approved the Company’s application to transfer its listing from Nasdaq’s Global Market tier to the Capital Market tier. This transfer was effective at the opening of business on Friday, June 30, 2023. Nasdaq also approved an additional 180 calendar day compliance period to regain compliance with the minimum bid requirement. The Company has until December 26, 2023 to demonstrate compliance with the minimum bid price requirement for continued listing. The Company will regain compliance with the Rule if at any time before December 26, 2023 the bid price for the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days. The Company has given written assurance to Nasdaq that it will, if necessary, implement available options to regain compliance with the minimum bid price requirement under the Rule, including a reverse stock split, as discussed in Note 15 “Subsequent Events”.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Incorporated by Reference (Unless Otherwise Indicated)

Exhibit Number

Description of Exhibit

Form

Exhibit

Filing Date

2.1#

The Agreement and Plan of Merger dated as of May 6 2021, by and among LifeSci Acquisition II Corp., LifeSci Acquisition II Merger Sub, Inc. and Science 37, Inc.

8-K

2.1

May 7, 2021

3.1

Second Amended and Restated Certificate of Incorporation.

S-1

3.1

November 5, 2021

3.2

Amended and Restated Bylaws of Science 37 Holdings, Inc.

8-K

3.2

October 13, 2021

10.1+

Form of Restricted Stock Unit Agreement under the 2021 Incentive Award Plan

10.1

10.2+

Amended and Restated 2022 Employment Inducement Incentive Award Plan

10.2

31.1

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) or 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) or 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1+

Policy for the Recovery of Erroneously Awarded Compensation

101

The following unaudited financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________________

* Filed herewith.

** Furnished herewith.

# 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.

+ Indicates management contract or compensatory plan or arrangement.

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Signatures

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

SCIENCE 37 HOLDINGS, INC.

Date:

November 7, 2023

/s/ David Coman

Name:

David Coman

Title:

Chief Executive Officer

(Principal Executive Officer)

Date:

November 7, 2023

/s/ Mike Zaranek

Name:

Mike Zaranek

Title:

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)