LifeSci Acquisition II Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business Combination
NEW YORK, June 16, 2021 (GLOBE NEWSWIRE) — LifeSci Acquisition II Corp. (NASDAQ: LSAQ), a blank check company formed for the purpose of pursuing targets that are focused on healthcare innovation, today announced the confidential submission with the U.S. Securities and Exchange Commission (“SEC”) of a draft registration statement on Form S-4 (the “Registration Statement”) relating to its previously announced proposed business combination with Science 37, Inc.
About LifeSci Acquisition II Corp.
LifeSci Acquisition II Corp. (Nasdaq: LSAQ) is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities, pursuing targets that are focused on healthcare innovation in North America or Europe. For more information visit: https://lifesciacquisition.com/spac-2/.
Investor Contact
David Dobkin
Chief Financial Officer
LifeSci Acquisition II Corp.
david@lifesciacquisition.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Science 37 and LifeSci. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of LifeSci’s securities, (ii) the risk that the transaction may not be completed by LifeSci’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by LifeSci, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger by the stockholders of LifeSci and Science 37, the satisfaction of the minimum trust account amount following redemptions by LifeSci’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on Science 37’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of Science 37 and potential difficulties in Science 37 employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against Science 37 or against LifeSci related to the agreement and plan of merger or the proposed transaction, (ix) the ability to maintain the listing of LifeSci’s securities on The Nasdaq Stock Market, (x) the price of LifeSci’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Science 37 plans to operate, variations in performance across competitors, changes in laws and regulations affecting Science 37’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the potential adverse effects of the ongoing global COVID-19 pandemic. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of LifeSci’s Registration Statement on Form S-1, the registration statement on Form S-4 and proxy statement/prospectus, when publicly available, and other documents filed by LifeSci from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and LifeSci assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. LifeSci gives no assurance that LifeSci will achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Science 37 and LifeSci. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. LifeSci intends to publicly file a registration statement on Form S-4 that will include a proxy statement of LifeSci and a prospectus of LifeSci. The proxy statement/prospectus will be sent to all LifeSci stockholders. LifeSci also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of LifeSci are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by LifeSci through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by LifeSci may be obtained free of charge from LifeSci’s website at www.lifesciacquisition.com/spac-2/ or by written request to LifeSci at LifeSci Acquisition II Corp., 250 West 55th Street, Suite 34, New York, NY 10019.
Participants in Solicitation
LifeSci and Science 37 and their respective directors and officers may be deemed to be participants in the solicitation of proxies from LifeSci’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of LifeSci and Science 37 will be set forth in the registration statement on Form S-4 and proxy statement/prospectus and other relevant materials to be filed by LifeSci with the SEC regarding the proposed transaction. Stockholders, potential investors and other readers should read the definitive proxy statement carefully when it becomes available before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
