Thermo Fisher Scientific Amends Filing for Science 37 Holdings Stake

TL;DR

Thermo Fisher Scientific updated its filing on Science 37 Holdings, showing a change in their ownership stake.

AI Summary

Thermo Fisher Scientific Inc. filed an SC 13D/A amendment on March 14, 2024, related to its ownership of Science 37 Holdings, Inc. The filing indicates a change in beneficial ownership, with Thermo Fisher Scientific Inc. now holding a significant stake in Science 37 Holdings, Inc. This amendment is a routine update to their previous filings concerning this investment.

Why It Matters

This filing provides insight into Thermo Fisher Scientific's strategic investments and potential future integration or collaboration with Science 37 Holdings, a company in the clinical research sector.

Risk Assessment

Risk Level: medium — The filing indicates a change in beneficial ownership, which could signal strategic shifts or increased influence by Thermo Fisher Scientific over Science 37 Holdings.

Key Players & Entities

• Thermo Fisher Scientific Inc. (company) — Filing entity and subject company
• Science 37 Holdings, Inc. (company) — Subject company
• Lifesci Acquisition II Corp. (company) — Former name of Science 37 Holdings, Inc.

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $5.75 — ously held by Pharma LLC, at a price of $5.75 per share (the " Offer Price ") in cash

Filing Documents

• sc13d_a.htm (SC 13D/A) — 606KB
• 0000950157-24-000414.txt ( ) — 609KB

Security and Issuer

Item 1. Security and Issuer

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

Item 1 of the Schedule 13D is hereby amended and restated as follows: The Schedule 13D relates to the common stock, par value $0.0001 per share (" Common Stock "), of Science 37 Holdings, Inc. (formerly known as LifeSci Acquisition II Corp.), a Delaware corporation (the " Issuer "). The principal executive offices of the Issuer are located at 800 Park Offices Drive, Suite 3606, Research Triangle Park, North Carolina 27709.

Identity and Background

Item 2. Identity and Background

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

Item 2 of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is filed jointly on behalf of Thermo Fisher Scientific Inc. (" Thermo Fisher "), Thermo Fisher Scientific Powder US Holdings Corp. (" Powder Holdings "), PPD, Inc. (" PPD "), Eagle Holding Company II, LLC (" Eagle II "), Jaguar Holding Company I, LLC (" Jaguar I "), Jaguar Holding Company II (" Jaguar II "), Wildcat Acquisition Holdings (UK) Limited (" Wildcat ") and Pharmaceutical Product Development, LLC (" Pharma LLC "), Fisher Scientific International LLC (" Scientific International "), Fisher Scientific Worldwide Inc. (" Worldwide "), Spectra-Physics Holdings USA, LLC (" Spectra-Physics "), Thermo Fisher Scientific Powder Holdings I Ltd (" Powder Holdings I "), Thermo Fisher Scientific Powder Holdings II Ltd (" Powder Holdings II "), Thermo Fisher Scientific Powder Holdings III Ltd (" Powder Holdings III "), Thermo Fisher Scientific Powder Holdings IV Ltd (" Powder Holdings IV "), Thermo Fisher Scientific Powder US Holdings Ltd (" US Holdings " and, collectively with Thermo Fisher, Powder Holdings, PPD, Eagle II, Jaguar I, Jaguar II, Wildcat, Pharma LLC, Scientific International, Worldwide, Spectra-Physics, Powder Holdings I, Powder Holdings II, Powder Holdings III and Powder Holdings IV the " Reporting Persons "). Thermo Fisher is a Delaware corporation and is a leading supplier of scientific instrumentation, reagents and consumables and software services. Thermo Fisher conducts its business operations through its direct and indirect subsidiaries, including Powder Holdings, for which it is the sole shareholder. Powder Holdings is Delaware corporation whose principal business is serving as the sole shareholder of PPD. PPD is a Delaware corporation and is a leading provider of drug development services to the biopharmaceutical industry. PPD conducts its business operations through its direct and indirect subsidiaries, including Eagle II, for which it serves as sole member

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

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

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof: On December 8, 2023, Science 37 effected a reverse stock split of its common stock at a ratio of 1-for-20 (the " Reverse Stock Split "). As a result of the Reverse Stock Split, the Reporting Persons beneficially owned 868,990 shares of Common Stock. On January 28, 2024, eMED, LLC (" eMED "), Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of eMED (" Marlin "), and Science 37 entered into an Agreement and Plan of Merger, dated as of January 28, 2024 (the " eMED Plan of Merger "), which contemplated a tender offer (the " Tender Offer ") to be commenced by Marlin to acquire all shares of Common Stock issued and outstanding. In connection with the eMED Plan of Merger, eMED, Marlin and Pharma LLC entered into a Tender and Support Agreement (the " Tender and Support Agreement "), pursuant to which Pharma LLC agreed to tender all shares of Common Stock that it owned in the Tender Offer. After the commencement of the Tender Offer and pursuant to the terms of the Tender and Support Agreement (as described further in Item 6 of the Schedule 13D), Pharma LLC tendered all shares of Common Stock beneficially owned by Thermo Fisher and its subsidiaries in the Tender Offer, and on March 12, 2024, eMED completed the Tender Offer for all the outstanding shares of Common Stock.

Purpose of Transaction

Item 4. Purpose of Transaction

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

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof: On March 12, 2024, Marlin completed the Tender Offer and accepted for payment all shares of Common Stock validly tendered and not withdrawn, including the shares previously held by Pharma LLC, at a price of $5.75 per share (the " Offer Price ") in cash, without interest and subject to any tax withholding. In connection with the completion of the Tender Offer, the 868,990 shares of Common Stock beneficially owned by the Reporting Persons were converted into the right to receive the Offer Price. As a result of the completion of the Tender Offer, the Reporting Persons beneficially own no shares of Common Stock.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and restated as follows: (a), (b) The following disclosure assumes that there are 6,029,528 shares of Common Stock outstanding, as set forth in the Issuer's Schedule 14D-9 filed with the Securities and Exchange Commission (the " SEC ") on February 12, 2024. Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the " Exchange Ac t"), as of March 12, 2024, the Reporting Persons were deemed to beneficially own 0 shares of Common Stock, representing 0% of shares of Common Stock outstanding. None of the persons listed on Schedule I, Schedule II or Schedule III attached hereto is a beneficial owner of Common Stock. (c) The response to Item 4 of this Amendment is incorporated by reference herein. Other than as reported in this Amendment, none of the Reporting Persons, nor to their knowledge, any person listed on Schedule I, Schedule II or Schedule III, has effected any transaction in the shares of Common Stock since the filing of Schedule 13D on December 20, 2021. (e) As a result of the completion of the Tender Offer, on March 12, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof: Tender and Support Agreement Pursuant to the Tender and Support Agreement, Pharma LLC agreed to, as promptly as practicable after the commencement of the Tender Offer, but in no event later than the expiration date of such Tender Offer, effect the valid tender of all shares of Common Stock owned by Pharma LLC pursuant to the terms of the Tender Offer. Pharma LLC also agreed not to withdraw such shares from the Tender Offer unless and until the Tender and Support Agreement has been terminated in accordance with the terms thereof. Further, Pharma LLC agreed to, at any annual or special meeting of the stockholders of Science 37, (a) cause all of its shares to be counted as present thereat for purposes of determining a quorum and (b) be present and vote, or deliver a written consent in respect to, all of the shares of Common Stock owned by it against any acquisition proposal or other action that is intended or would reasonably be expected to materially impede or interfere with or materially delay the Tender Offer or any other transactions contemplated by the eMED Plan of Merger. Pursuant to the Tender and Support Agreement, Pharma LLC validly tendered all of its shares of Common Stock in the Tender Offer. References to and descriptions of the Tender and Support Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit F hereto and incorporated by reference herein.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits

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

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit: E. Joint Filing Agreement by and among the Reporting Persons, dated as of March 14, 2024. F. Tender and Support Agreement, dated January 28, 2024, by and among eMED, LLC, Marlin Merger Sub Corporation and Pharmaceutical Product Development, LLC, (incorporated by reference to Exhibit 10.3 to Science 37's Current Report on Form 8-K filed on January 29, 2024).

Signatures

Signatures After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: March 14, 2024 THERMO FISHER SCIENTIFIC INC. By: /s/ Michael Boxer Name: Michael Boxer Title: Senior Vice President and General Counsel THERMO FISHER SCIENTIFIC POWDER US HOLDINGS CORP. By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: President PPD, INC. By: /s/ Julia James Name: Julia James Title: General Counsel and Assistant Secretary EAGLE HOLDING COMPANY II, LLC By: /s/ Julia James Name: Julia James Title: Executive Vice President, General Counsel and Secretary JAGUAR HOLDING COMPANY I, LLC By: Eagle Holding Company II, LLC, its Managing Member By: /s/ Julia James Name: Julia James Title: Assistant Secretary JAGUAR HOLDING COMPANY II By: /s/ Julia James Name: Julia James Title: Executive Vice President and General Counsel [Schedule 13D/A Signature Page] WILDCAT ACQUISITION HOLDINGS (UK) LIMITED By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: Director PHARMACEUTICAL PRODUCT DEVELOPMENT, LLC By: /s/ Julia James Name: Julia James Title: Executive Vice President, General Counsel and Secretary FISHER SCIENTIFIC INTERNATIONAL LLC By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: Vice President and Treasurer FISHER SCIENTIFIC WORLDWIDE INC. By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: Treasurer and Assistant Secretary SPECTRA-PHYSICS HOLDINGS USA, LLC By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: Treasurer and Assistant Secretary THERMO FISHER SCIENTIFIC POWDER HOLDINGS I LTD By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: Director [Schedule 13D/A Signature Page] THERMO FISHER SCIENTIFIC POWDER HOLDINGS II LTD By: /s/ Anthony H. Smith Name: Anthony H. Smith Title: Director THERMO FISHER SCIENTIFIC POWDER HOLDINGS III

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View this SC 13D/A filing on SEC EDGAR