8-K
filed March 12, 2024, 7:59 PM ET
CIK 0001819113
M&A
confidence high
sentiment neutral
materiality 1.00
Science 37 Holdings, Inc.: M&A transaction — Science 37 acquired by eMed in $38M all-cash deal; shares to be delisted from Nasdaq
Science 37 Holdings, Inc.
- eMed's Merger Sub completed tender offer at $5.75/share; 77.8% of shares tendered.
- Merger closed March 12, 2024; remaining shares converted to $5.75 per share cash.
- Aggregate consideration of ~$38M, funded from eMed's cash and short-term borrowing.
- All 7 directors resigned; Michael Cole and Jeffrey Schumm appointed as new board.
- Science 37 requested Nasdaq delisting and will file Form 15 to suspend SEC reporting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Coman resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bhooshitha B. De Silva resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Schumm was appointed as director at Science 37 Holdings, Inc..
- Action
- became
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neil Tiwari resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John W. Hubbard resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Emily Rollins resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul von Autenried resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Cole was appointed as director at Science 37 Holdings, Inc..
- Action
- became
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Faulkner resigned as director at Science 37 Holdings, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, David Coman, Robert Faulkner, Bhooshitha B. De Silva, John W. Hubbard, Emily Rollins, Neil Tiwari and Paul von Autenried, resigned as a director of the Company and Michael Cole and Jeffrey Schumm became the directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Science 37 Holdings, Inc.: Amended and restated bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Second Amended and Restated Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Science 37 Holdings, Inc.: Amended and restated certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Science 37 Holdings, Inc. underwent a change of control involving eMed, LLC for $5.75 per Share (closed 2024-03-12).
- Action
- change of control
- Counterparty
- eMed, LLC
- Consideration
- $5.75 per Share
- Closing
- 2024-03-12
Exact text from the filing
2024, Merger Sub commenced a cash tender offer for all of the Company’s outstanding shares of common stock, par value $0.0001 per share (“ Shares ”), at a purchase price of $5.75 per Share (the “ Offer Price ” ), net to the seller in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth
View on SEC.gov
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