[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) [Filing Details](index=1&type=section&id=Filing%20Details) Science 37 Holdings, Inc.'s Q3 2023 Form 10-Q details its non-accelerated, smaller reporting, and emerging growth company status - The report is a **Quarterly Report on Form 10-Q** for the period ended September 30, 2023[2](index=2&type=chunk) Registrant Filer Status | Filer Status | Designation | | :------------- | :---------- | | Large accelerated filer | o | | Accelerated filer | o | | Non-accelerated filer | x | | Smaller reporting company | x | | Emerging growth company | x | - As of November 2, 2023, there were **119,397,205 shares of common stock outstanding**[4](index=4&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORW%20ARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) This section warns that the 10-Q contains forward-looking statements subject to risks, and the company does not commit to updating them - The report contains **forward-looking statements** covered by safe harbor provisions of the Securities Act and Exchange Act[10](index=10&type=chunk) - These statements are predictions based on current expectations, involving **known and unknown risks and uncertainties** beyond the Company's control[11](index=11&type=chunk) - The Company does not undertake any obligation to update or revise any forward-looking statements, except as required by law[15](index=15&type=chunk) [Part I. Financial Information](index=5&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents Science 37 Holdings, Inc.'s unaudited condensed consolidated financial statements and detailed notes for Q3 2023 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (In thousands) | Metric | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------------- | :------------------ | | Cash and cash equivalents | $56,407 | $108,091 | | Total current assets | $75,541 | $126,204 | | Total assets | $75,727 | $126,448 | | Total current liabilities | $18,104 | $23,176 | | Total liabilities | $23,983 | $29,062 | | Total stockholders' equity | $51,744 | $97,386 | - Cash and cash equivalents **decreased by $51.684 million** from December 31, 2022, to September 30, 2023[18](index=18&type=chunk) - Total stockholders' equity **decreased by $45.642 million**, from $97.386 million to $51.744 million[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Condensed Consolidated Statements of Operations Highlights (In thousands, except per share data) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue | $14,887 | $16,249 | $44,324 | $54,210 | | 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 | | Net income (loss) | $(13,924) | $(23,528) | $(58,130) | $15,533 | | Basic (Loss) earnings per share | $(0.12) | $(0.20) | $(0.50) | $0.13 | | Diluted (Loss) earnings per share | $(0.12) | $(0.20) | $(0.50) | $0.12 | - Revenue **decreased by 8.4%** for the three months and **18.2%** for the nine months ended September 30, 2023, compared to 2022[19](index=19&type=chunk) - Net loss improved to **$(13,924) thousand** for Q3 2023 but worsened to **$(58,130) thousand** for the nine months ended September 30, 2023[19](index=19&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' Equity Changes (Nine Months Ended September 30, 2023) (In thousands) | Item | Amount | | :------------------------------------------ | :------- | | Balance at December 31, 2022 | $97,386 | | Stock-based compensation | $12,286 | | Net loss | $(58,130) | | Foreign currency translation, net of tax | $14 | | Balance at September 30, 2023 | $51,744 | - Total stockholders' equity **decreased from $97,386 thousand to $51,744 thousand**, primarily due to a **net loss of $58,130 thousand**[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (Nine Months Ended September 30) (In thousands) | Activity | 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) | | Net decrease in cash and cash equivalents | $(51,684) | $(84,362) | $32,678 | | Cash and cash equivalents, end of period | $56,407 | $130,239 | $(73,832) | - Net cash used in operating activities significantly improved, **decreasing from $60.4 million to $33.1 million** in 2023[26](index=26&type=chunk) - Cash and cash equivalents at period-end **decreased by $73.8 million** year-over-year, from $130.2 million in 2022 to $56.4 million in 2023[26](index=26&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Company Background and Basis of Presentation](index=10&type=section&id=1.%20Company%20Background%20and%20Basis%20of%20Presentation) - Science 37 Holdings, Inc. leads in patient-centric clinical trials, using a proprietary end-to-end unified technology platform for decentralized designs[28](index=28&type=chunk)[30](index=30&type=chunk) - The company operates under **one reporting segment**[30](index=30&type=chunk) - Effective January 1, 2023, the estimated useful life of the unified technology platform for amortization increased from three to five years, with **zero effect on the current period** due to full impairment[36](index=36&type=chunk) [2. Revenue from Contracts with Customers](index=11&type=section&id=2.%20Revenue%20from%20Contracts%20with%20Customers) - As of September 30, 2023, **$144.9 million** of transaction price was allocated to unsatisfied performance obligations, expected over 1 month to 4.8 years[40](index=40&type=chunk) Accounts Receivable and Unbilled Services (In thousands) | Metric | 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 | - For Q3 2023, one customer accounted for **15.8% of revenues**, down from two customers totaling 24.4% in 2022; for the nine months, two customers accounted for **24.4%**, down from 26.9% in 2022[48](index=48&type=chunk) [3. Capitalized Software, net](index=13&type=section&id=3.%20Capitalized%20Software,%20net) - The Company capitalized **$19.0 million** of internal-use software for the nine months ended September 30, 2023, a decrease from $28.8 million in the same period of 2022[51](index=51&type=chunk) - The net book value of internal use software, totaling **$19.3 million**, was impaired during the nine months ended September 30, 2023, due to carrying value exceeding fair value, impacted by stock price declines[54](index=54&type=chunk) - In January 2023, the Company purchased scheduling software for **$0.8 million**, integrated into its unified technology platform for increased efficiencies and cost savings[52](index=52&type=chunk) [4. Leases](index=13&type=section&id=4.%20Leases) Operating Lease Liabilities (In thousands) | Years Ending December 31, | Operating Leases | | :------------------------------------------ | :--------------- | | 2023 (excluding the nine months ended Sep 30, 2023) | $138 | | 2024 | $465 | | 2025 and thereafter | $0 | | Total future minimum lease payments | $603 | | Total lease liability (Sep 30, 2023) | $581 | - Effective August 1, 2023, the Company transferred a lease agreement, resulting in a **$0.3 million gain on lease termination**[55](index=55&type=chunk) [5. Restructuring Costs](index=14&type=section&id=5.%20Restructuring%20Costs) - The Company initiated cost reduction programs in November 2022 (81 employees) and April 2023 (140 employees, ~30% of workforce) to align resources with business needs[57](index=57&type=chunk)[58](index=58&type=chunk) - Restructuring costs for the nine months ended September 30, 2023, were **$3.6 million**, primarily for one-time employee severance and benefits[59](index=59&type=chunk) Restructuring Liabilities Activity (In thousands) | Item | September 30, 2023 | December 31, 2022 | | :-------------------------- | :------------------- | :------------------ | | Balance at beginning of period | $772 | $0 | | Restructuring costs | $3,624 | $2,628 | | Payments | $(4,079) | $(1,856) | | Balance at end of period | $317 | $772 | [6. Prepaid Expenses and Other Current Assets](index=14&type=section&id=6.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Prepaid Expenses and Other Current Assets (In thousands) | Item | September 30, 2023 | December 31, 2022 | | :-------------------------- | :------------------- | :------------------ | | Prepaid expenses | $2,019 | $2,834 | | Capitalized commission cost, net | $4,154 | $3,945 | | Other | $370 | $342 | | Total | $6,543 | $7,121 | [7. Accrued Expenses and Other Liabilities](index=15&type=section&id=7.%20Accrued%20Expenses%20and%20Other%20Liabilities) Accrued Expenses and Other Liabilities (In thousands) | Item | 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 | $8,355 | $11,364 | [8. Fair Value Measurements](index=15&type=section&id=8.%20Fair%20Value%20Measurements) Fair Value Measurements (In thousands) | Item | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------------- | :------------------ | | Money market funds (Level 1) | $53,723 | $104,138 | | Earn-out liability (Level 3) | $60 | $170 | - The earn-out liability, classified as Level 3, **decreased from $170 thousand to $60 thousand** from December 31, 2022, to September 30, 2023[66](index=66&type=chunk) [9. Earnings (Loss) Per Share](index=16&type=section&id=9.%20Earnings%20(Loss)%20Per%20Share) Earnings (Loss) Per Share (In thousands, except per share amounts) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $(13,924) | $(23,528) | $(58,130) | $15,533 | | Basic (Loss) earnings per share | $(0.12) | $(0.20) | $(0.50) | $0.13 | | Diluted (Loss) earnings per share | $(0.12) | $(0.20) | $(0.50) | $0.12 | | Basic weighted average common shares outstanding | 118,146 | 116,412 | 117,210 | 115,935 | | Diluted weighted average common shares outstanding | 118,146 | 116,412 | 117,210 | 126,717 | Anti-Dilutive Shares Excluded from EPS (In thousands) | Item | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Stock options | 10,670 | 26,279 | 16,708 | 16,095 | | Restricted stock units | 15,866 | 5,307 | 13,621 | 0 | | ESPP | 183 | 81 | 328 | 0 | | 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](index=16&type=section&id=10.%20Related-Party%20Transactions) Revenue from Related Party (PPD) (In thousands) | Period | 2023 Revenue | 2022 Revenue | | :-------------------------------- | :------------- | :------------- | | Three months ended September 30 | $0 | $1,100 | | Nine months ended September 30 | $800 | $5,400 | - Revenue from PPD, a 5% or more shareholder, significantly **decreased from $5.4 million to $0.8 million** for the nine months ended September 30, 2023[70](index=70&type=chunk) [11. Commitments and Contingencies](index=17&type=section&id=11.%20Commitments%20and%20Contingencies) - The Company is subject to routine legal proceedings but is not currently involved in any with a **material adverse effect**[72](index=72&type=chunk) - As of September 30, 2023, the Company had **no material contingent losses recorded**[73](index=73&type=chunk) [12. Earn-Out Shares](index=17&type=section&id=12.%20Earn-Out%20Shares) - Former holders of Legacy Science 37 stock and options may receive up to **12,500,000 Earn-Out Shares** if specific stock price triggers are met by October 6, 2024[74](index=74&type=chunk)[150](index=150&type=chunk) Earn-Out Shares Fair Value (Per Share) | Trigger | December 31, 2022 | September 30, 2023 | | :-------- | :------------------ | :------------------- | | Trigger 1 | ~$0.02 | ~$0.01 | | Trigger 2 | ~$0.01 | ~$0.00 | - The earn-out liability **decreased by $0.1 million** for the nine months ended September 30, 2023, recorded as a gain in the condensed consolidated statements of operations[79](index=79&type=chunk)[80](index=80&type=chunk) [13. Stock-Based Compensation](index=18&type=section&id=13.%20Stock-Based%20Compensation) - The Company operates two equity-based compensation plans (2021 Plan, 2022 Plan) and an Employee Stock Purchase Plan (ESPP)[82](index=82&type=chunk) Stock-Based Compensation Expense (In thousands) | Classification | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Cost of revenue | $159 | $505 | $540 | $1,481 | | Selling, general and administrative (stock options, RSUs, ESPP) | $3,419 | $3,710 | $11,341 | $12,669 | | Selling, general and administrative (Earn-Out Shares) | $0 | $1,524 | $405 | $5,275 | | Total stock-based compensation expense | $3,578 | $5,739 | $12,286 | $19,425 | - An Exchange Offer closed on April 28, 2023, issuing **4,674,682 RSUs** for 10,605,665 stock options, resulting in **$1.0 million incremental stock-based compensation expense**[87](index=87&type=chunk)[88](index=88&type=chunk) [14. Income Taxes](index=20&type=section&id=14.%20Income%20Taxes) - The Company has incurred **net operating losses since inception** and forecasts additional losses through December 31, 2023[92](index=92&type=chunk) - A **full valuation allowance** has been provided against net deferred tax assets due to the Company's history of losses, indicating uncertainty about future income generation[92](index=92&type=chunk) [15. Subsequent Events](index=20&type=section&id=15.%20Subsequent%20Events) - On October 27, 2023, the Company filed a proxy statement for a special meeting to approve a **reverse stock split (1-for-5 to 1-for-30)** to regain Nasdaq minimum bid price compliance[93](index=93&type=chunk)[94](index=94&type=chunk) - Effective November 1, 2023, the Board approved an amendment to the 2022 Employment Inducement Incentive Award Plan, **increasing shares available by 10,000,000** to 11,000,000 total[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Science 37 Holdings, Inc.'s Q3 2023 financial condition, operating results, business overview, and accounting policies [Overview of Our Business and Services](index=21&type=section&id=Overview%20of%20Our%20Business%20and%20Services) - Science 37 leads in patient-centric clinical trials, supporting decentralized designs via a proprietary end-to-end unified technology platform[97](index=97&type=chunk)[99](index=99&type=chunk) - The patient-centric approach aims to reduce geographic barriers, improve patient recruitment, retention, representation, and engagement[98](index=98&type=chunk) [Recent Developments](index=21&type=section&id=Recent%20Developments) - The Company seeks stockholder approval for a **reverse stock split (1-for-5 to 1-for-30)** to regain Nasdaq minimum bid price compliance and avoid delisting[100](index=100&type=chunk) [Key Factors Affecting Our Performance](index=21&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) - Sustained growth depends on **continued adoption of products and services**, expanding the customer base, and broader adoption of the unified technology platform[101](index=101&type=chunk) - Expansion into adjacent markets like CRO partnerships, eCOA, RWE, clinical care, and diversity in clinical research is crucial for maintaining growth[102](index=102&type=chunk) - Continued investment in the unified technology platform and marketing is planned to capitalize on market opportunities, despite expected near-term negative impacts[103](index=103&type=chunk) [Key Performance Measures](index=22&type=section&id=Key%20Performance%20Measures) Backlog and Net Bookings (In thousands) | Metric | September 30, 2023 | September 30, 2022 | Change | % Change | | :--------- | :------------------- | :------------------- | :------- | :--------- | | Backlog | $163,061 | $170,357 | $(7,296) | (4.3)% | | Net bookings (3 months) | $9,202 | $4,708 | $4,494 | 95.5% | - Backlog **decreased by 4.3%** year-over-year to **$163.1 million** as of September 30, 2023[109](index=109&type=chunk) - Net bookings for the three months ended September 30, 2023, **increased significantly by 95.5% to $9.2 million**, despite negative impacts from project scope changes totaling $8.7 million[110](index=110&type=chunk) [Components of Results of Operations](index=23&type=section&id=Components%20of%20Results%20of%20Operations) - Revenue primarily derives from **contractual arrangements for clinical trial technology and services**, and licensing the unified technology platform[111](index=111&type=chunk) - Cost of revenue includes **direct costs for remote trials and technology solutions**, such as compensation, contract labor, and investigator payments, excluding depreciation and amortization[113](index=113&type=chunk) - Selling, general and administrative expenses cover **sales, marketing, and administrative functions**, including compensation, professional services, and facilities[114](index=114&type=chunk) - Impairment of long-lived assets represents charges when **carrying value exceeds fair value**, assessed whenever recoverability issues are indicated[115](index=115&type=chunk) - Depreciation and amortization cover **property, equipment, and capitalized software development**, with software amortized over five years[116](index=116&type=chunk) - Restructuring costs consist of **employee severance and benefits** from cost reduction programs initiated in Q4 2022 and Q2 2023[117](index=117&type=chunk) - Other income (expense), net, includes **interest income, sublease income, changes in fair value of earn-out liability**, and other miscellaneous items[118](index=118&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) [Revenue](index=24&type=section&id=Revenue_Results) Revenue (In thousands) | Period | 2023 | 2022 | Change | % Change | | :-------------------------------- | :------- | :------- | :------- | :--------- | | Three months ended September 30 | $14,887 | $16,249 | $(1,362) | (8.4)% | | Nine months ended September 30 | $44,324 | $54,210 | $(9,886) | (18.2)% | - Revenue **decreased by 8.4%** for the three months and **18.2%** for the nine months ended September 30, 2023, due to reduced opening backlog coverage and changes in study life-cycles[120](index=120&type=chunk) [Cost of Revenue](index=25&type=section&id=Cost%20of%20Revenue_Results) Cost of Revenue (In thousands) | Period | 2023 | 2022 | Change | % Change | | :-------------------------------- | :------- | :------- | :------- | :--------- | | Three months ended September 30 | $8,972 | $12,157 | $(3,185) | (26.2)% | | % of revenue | 60.3% | 74.8% | | | | Nine months ended September 30 | $30,048 | $41,985 | $(11,937) | (28.4)% | | % of revenue | 67.8% | 77.4% | | | - Cost of revenue **decreased by 26.2%** for the three months and **28.4%** for the nine months ended September 30, 2023, primarily due to reductions in salaries, wages, and contractor costs from the cost reduction program[121](index=121&type=chunk) [Selling, General and Administrative Expenses](index=25&type=section&id=Selling,%20General%20and%20Administrative%20Expenses_Results) Selling, General and Administrative Expenses (In thousands) | Period | 2023 | 2022 | Change | % Change | | :-------------------------------- | :------- | :------- | :------- | :--------- | | Three months ended September 30 | $14,740 | $24,485 | $(9,745) | (39.8)% | | % of revenue | 99.0% | 150.7% | | | | Nine months ended September 30 | $51,813 | $82,822 | $(31,009) | (37.4)% | | % of revenue | 116.9% | 152.8% | | | - Selling, general and administrative expenses **decreased by 39.8%** for the three months and **37.4%** for the nine months ended September 30, 2023, mainly due to reductions in salaries, wages, professional fees, and consulting related to the cost reduction program[122](index=122&type=chunk) [Impairment of Long-Lived Assets](index=25&type=section&id=Impairment%20of%20Long-Lived%20Assets_Results) Impairment of Long-Lived Assets (In thousands) | Period | 2023 | 2022 | Change | | :-------------------------------- | :------- | :------- | :------- | | Three months ended September 30 | $5,533 | $0 | $5,533 | | Nine months ended September 30 | $19,013 | $0 | $19,013 | - The Company recognized **$5.5 million and $19.0 million** in impairment of long-lived assets for the three and nine months ended September 30, 2023, respectively, due to carrying value exceeding fair value, influenced by stock price declines[123](index=123&type=chunk) [Depreciation and Amortization](index=26&type=section&id=Depreciation%20and%20Amortization_Results) Depreciation and Amortization Expense (In thousands) | Period | 2023 | 2022 | Change | % Change | | :-------------------------------- | :------- | :------- | :------- | :--------- | | Three months ended September 30 | $164 | $4,870 | $(4,706) | (96.6)% | | % of revenue | 1.1% | 30.0% | | | | Nine months ended September 30 | $520 | $12,569 | $(12,049) | (95.9)% | | % of revenue | 1.2% | 23.2% | | | - Depreciation and amortization expense **decreased significantly by 96.6%** for the three months and **95.9%** for the nine months ended September 30, 2023, primarily due to the impairment of long-lived assets[124](index=124&type=chunk) [Restructuring Costs](index=26&type=section&id=Restructuring%20Costs_Results) Restructuring Costs (In thousands) | Period | 2023 | 2022 | Change | % Change | | :-------------------------------- | :------- | :------- | :------- | :--------- | | Three months ended September 30 | $22 | $0 | $22 | 100.0% | | % of revenue | 0.1% | 0.0% | | | | Nine months ended September 30 | $3,624 | $0 | $3,624 | 100.0% | | % of revenue | 8.2% | 0.0% | | | - Restructuring costs **increased to $3.6 million** for the nine months ended September 30, 2023, due to the April 2023 reduction in force, with no comparable costs in 2022[125](index=125&type=chunk) [Other Income (Expense)](index=26&type=section&id=Other%20Income%20(Expense)_Results) Other Income (Expense), Net (In thousands) | Item | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Interest income | $732 | $559 | $2,475 | $748 | | Sublease income | $(2) | $240 | $64 | $719 | | Change in fair value of earn-out liability | $0 | $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 | - Total other income (expense), net, **decreased significantly from $98.7 million to $2.6 million** for the nine months ended September 30, 2023, primarily due to a non-recurring large gain on earn-out liability in 2022[127](index=127&type=chunk) - Interest income **increased for both periods in 2023** due to moving excess operating cash to a money market fund[127](index=127&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Key Liquidity Measures (In thousands) | Metric | September 30, 2023 | December 31, 2022 | | :------------------------ | :------------------- | :------------------ | | Cash and cash equivalents | $56,407 | $108,091 | | Working capital | $57,437 | $103,028 | - Cash and cash equivalents **decreased to $56.4 million** as of September 30, 2023, from $108.1 million at December 31, 2022[128](index=128&type=chunk) - The Company believes current cash balances are **adequate for working capital, capital expenditures, and anticipated liquidity requirements** for at least the next twelve months[129](index=129&type=chunk) [Cash Flows](index=27&type=section&id=Cash%20Flows_Liquidity) Cash Flow Summary (Nine Months Ended September 30) (In thousands) | Activity | 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) | - Net cash used in operating activities **improved by $27.3 million**, from $60.4 million in 2022 to $33.1 million in 2023, due to lower net loss and changes in working capital[132](index=132&type=chunk) - Net cash used in investing activities **decreased by $6.4 million**, from $24.8 million in 2022 to $18.4 million in 2023, mainly due to reduced capitalized software development costs[135](index=135&type=chunk)[136](index=136&type=chunk) - Net cash used in financing activities was **$0.2 million in 2023**, compared to $0.7 million provided in 2022, primarily due to tax withholding payments for share-based compensation[139](index=139&type=chunk) [Critical Accounting Policies and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Financial statement preparation requires management to make **significant estimates and assumptions**, based on historical experience and other reasonable factors[140](index=140&type=chunk) [Revenue Recognition](index=28&type=section&id=Revenue%20Recognition_Accounting) - Most contracts are service contracts for clinical trial support, representing a **single performance obligation satisfied over time** using a cost-based input method[142](index=142&type=chunk) - Significant judgment is required to **estimate costs to complete projects**, as these estimates project future outcomes over several years[143](index=143&type=chunk) [Capitalized Software and the Recognition of Related Amortization to Expense](index=29&type=section&id=Capitalized%20Software%20and%20the%20Recognition%20of%20Related%20Amortization%20to%20Expense_Accounting) - Software development costs for the unified technology platform are **capitalized and amortized over five years**[144](index=144&type=chunk) - The Company reviews capitalized software for **impairment when carrying amount may not be recoverable**, leading to losses if fair value is less than carrying value[146](index=146&type=chunk) - The unified technology platform was **fully impaired** during the nine months ended September 30, 2023, and the year ended December 31, 2022, due to market value trading below cash and equity[146](index=146&type=chunk) [Stock-Based Compensation](index=29&type=section&id=Stock-Based%20Compensation_Accounting) - Stock-based awards are recognized based on **estimated grant-date fair value**, expensed straight-line over the vesting period[147](index=147&type=chunk) - The **Black-Scholes option pricing model** determines the fair value of stock options and ESPP shares, considering expected term, volatility, dividend yield, and risk-free interest rate[147](index=147&type=chunk)[153](index=153&type=chunk) [Earn-Out Shares](index=30&type=section&id=Earn-Out%20Shares_Accounting) - The contingent obligation to issue Earn-Out Shares to former shareholders is classified as a **liability and revalued at each balance sheet date**, with changes recognized in other income (expense), net[151](index=151&type=chunk) - The contingent obligation to issue Earn-Out Shares to former option holders is within **ASC Topic 718 (Share-based Compensation)** and recorded as share-based compensation expense over the derived service period[152](index=152&type=chunk) [Emerging Growth Company Status](index=30&type=section&id=Emerging%20Growth%20Company%20Status_Accounting) - As an 'emerging growth company' (EGC), Science 37 uses the **extended transition period for new accounting standards**, which may affect comparability with other public companies[156](index=156&type=chunk) [Recent Accounting Pronouncements](index=31&type=section&id=Recent%20Accounting%20Pronouncements_Accounting) - The Company adopted **ASU 2016-13 (Financial Instruments - Credit Losses)** effective January 1, 2023, with no material impact on its consolidated financial statements[39](index=39&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' Science 37 is exempt from providing detailed quantitative and qualitative disclosures about market risk - The Company is **not required to provide market risk disclosures** due to its status as a 'smaller reporting company'[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes in internal control - Disclosure controls and procedures were evaluated as **effective at the reasonable assurance level** as of September 30, 2023[160](index=160&type=chunk) - No **material changes in internal control over financial reporting** occurred during the fiscal quarter ended September 30, 2023[161](index=161&type=chunk) [Part II. Other Information](index=32&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in routine legal proceedings, none expected to materially affect its business or financial condition - The Company is not currently involved in any legal proceedings that are expected to have a **material adverse effect** on its business or financial condition[162](index=162&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the Company's risk factors have occurred since its Annual Report on Form 10-K for FY2022 - No **material changes to the Company's risk factors** have occurred since the Annual Report on Form 10-K for the fiscal year ended December 31, 2022[163](index=163&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Company did not engage in unregistered sales of equity securities or repurchase common stock during Q3 2023 - No **unregistered sales of equity securities** occurred[164](index=164&type=chunk) - The Company did not **repurchase shares of its common stock** during the three months ended September 30, 2023[165](index=165&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the Company for the reporting period - This item is **not applicable**[166](index=166&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company for the reporting period - This item is **not applicable**[167](index=167&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The Company received a Nasdaq non-compliance notice for minimum bid price and seeks a reverse stock split to regain compliance - Nasdaq notified the Company on December 27, 2022, of **non-compliance with the minimum bid price requirement** ($1.00 per share)[168](index=168&type=chunk) - The Company transferred its listing to Nasdaq's Capital Market tier on June 30, 2023, and has until **December 26, 2023, to regain compliance**[168](index=168&type=chunk) - The Company may implement a **reverse stock split** to regain compliance, as discussed in Note 15 'Subsequent Events'[168](index=168&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the 10-Q, including corporate documents, compensation plans, certifications, and iXBRL financials - The section provides a comprehensive list of exhibits filed with the 10-Q, including **corporate governance documents, compensation plans, and regulatory certifications**[169](index=169&type=chunk) - Financial statements for the quarter ended September 30, 2023, are formatted in **iXBRL (Inline eXtensible Business Reporting Language)**[170](index=170&type=chunk) [Signatures](index=34&type=section&id=Signatures) [Report Signatures](index=34&type=section&id=Report%20Signatures) The report was signed by CEO David Coman and CFO Mike Zaranek on behalf of Science 37 Holdings, Inc. on November 7, 2023 - The report was signed by **David Coman, Chief Executive Officer, and Mike Zaranek, Chief Financial Officer**, on November 7, 2023[175](index=175&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents 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 June 30, 2023 OR ☐ 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 8 ...

Table of Contents 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 March 31, 2023 OR ☐ 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 ...

Revenue and Bookings - Revenue increased by $10.6 million, or 17.7%, to $70.1 million for the year ended December 31, 2022, compared to $59.6 million in 2021, primarily driven by higher opening backlog[236] - Backlog as of December 31, 2022, was $172.9 million, an increase of $9.1 million, or 5.5%, from $163.9 million in 2021[225] - Net bookings decreased by $84.7 million, or 51.7%, to $79.2 million for the year ended December 31, 2022, compared to $163.9 million in 2021, primarily due to elongated sales cycles and COVID-related cancellations[225] - The company’s revenue primarily comes from enabling clinical trials through technology and services, and licensing its proprietary technology platform[307] Expenses and Losses - Cost of revenue increased by $11.9 million, or 28.0%, to $54.3 million for the year ended December 31, 2022, compared to $42.4 million in 2021, mainly due to increased compensation-related expenses and consulting fees[237] - Selling, general and administrative expenses rose by $30.1 million, or 41.2%, to $103.3 million for the year ended December 31, 2022, compared to $73.1 million in 2021, representing 147.2% of revenue[238] - Loss from operations for the year ended December 31, 2022, was $152.0 million, compared to a loss of $63.7 million in 2021[235] - Total operating expenses increased to $222.2 million for the year ended December 31, 2022, from $123.3 million in 2021[235] - The net loss for 2022 was $50,988,000, compared to a net loss of $94,331,000 in 2021, indicating an improvement of 46%[285] - The company reported a basic and diluted net loss per share of $0.44 for 2022, compared to $2.89 for 2021[285] Cash Flow and Financial Position - As of December 31, 2022, the company had cash and cash equivalents of $108.1 million and recorded a net loss of $51.0 million for the year[244] - Net cash used in operating activities for the year ended December 31, 2022 was $75.4 million, compared to $36.5 million for the year ended December 31, 2021[249] - Net cash used in investing activities for the year ended December 31, 2022 was $31.9 million, consisting of $31.7 million in capitalized software development costs[252] - Net cash provided by financing activities for the year ended December 31, 2022 was $0.6 million, a significant decrease from $238.2 million in 2021[255] - Cash and cash equivalents decreased to $108,091,000 as of December 31, 2022, down from $214,601,000 in 2021, a decline of 49.6%[283] - The total assets of the company were $126,448,000 as of December 31, 2022, significantly lower than $260,798,000 in 2021, a decrease of 51.5%[283] Technology and Operations - The company operates under one reporting segment, focusing on patient-centric clinical trials and decentralized clinical trial designs[216] - The proprietary technology platform supports the company's unique model, enabling recruitment of patients without traditional site infrastructure costs[215] - The company recognizes revenue based on the transfer of control of services to customers, primarily through service contracts that can last from a few months to several years[310] - The company utilizes a cost-based input method for revenue recognition, measuring progress based on actual costs incurred relative to total expected costs[311] Impairments and Restructuring - Impairment of long-lived assets for the year ended December 31, 2022 was $44.1 million, due to the carrying value of the asset group being greater than the fair value[240] - Restructuring costs for the year ended December 31, 2022 were $2.6 million, related to a plan that included one-time termination benefits for 81 employees, approximately 15% of the workforce[242] - The company recognized a long-lived asset impairment expense of $43.0 million for the year ended December 31, 2022, due to the carrying value of the asset group exceeding its fair value[334] Shareholder and Stock Information - The company raised $233.5 million through a PIPE financing as part of the merger, net of fees and expenses[298] - Total shares outstanding upon consummation of the Business Combination amounted to 114,707,150 shares[370] - The Company incurred total transaction costs of $23.8 million associated with the Merger and PIPE, with $3.1 million included in selling, general and administrative expenses for the year ended December 31, 2021[369] - The company had 116,432,029 shares of common stock issued and outstanding as of December 31, 2022, compared to 114,991,026 shares in 2021[400] Deferred Revenue and Accounts Receivable - Deferred revenue, classified as a contract liability, consists of customer payments received in advance of performance, and is reduced as performance obligations are satisfied[328] - The aggregate amount of transaction price allocated to unsatisfied performance obligations as of December 31, 2022, was $168.0 million, expected to be recognized over remaining contract terms ranging from 0.1 to 8.6 years[371] - The total accounts receivable and unbilled services increased to $11.79 million in 2022 from $10.97 million in 2021, reflecting a year-over-year growth of 7.43%[375] - Deferred revenue as of December 31, 2022, was $8.3 million, up from $7.6 million in 2021, representing an increase of 9.21%[376]

Table of Contents 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 June 30, 2022 OR ☐ 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 8 ...

Table of Contents ☐ 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. 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 March 31, 2022 OR (Exact name of registrant as specified in its charter) Delaware ...

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ____________________________ x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o 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. _____________________ ...

Table of Contents 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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39727 Science 37 Holdings, Inc. (Exact name of registrant as specified in its charter) | Delaware | | 84-4278203 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39727 LIFESCI ACQUISITION II CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporatio ...