LifeSci Acquisition II Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business Com...
16 Juni 2021 - 3:00PM
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 ContactDavid DobkinChief Financial
OfficerLifeSci 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.
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