424(b)(3) Prospectus Supp No 3

Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-260828
Prospectus Supplement No. 3
(To Prospectus dated April 20, 2022)

SCIENCE 37 HOLDINGS, INC.

https://cdn.kscope.io/c61c63c6d6772d9ab305537e32c48ef4-image_0a.jpg


This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates, amends and supplements the prospectus of Science 37 Holdings Inc. (the “Company,” “we,” “us,” and “our”), dated April 20, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260828). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This Prospectus Supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K announcing the voting results of the Company’s annual meeting of stockholders, filed with the Securities and Exchange Commission on May 13, 2022 (the “Annual Meeting Form 8-K”). Accordingly, we have attached the Annual Meeting Form 8-K to this Prospectus Supplement.

This Prospectus Supplement is not complete without the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this Prospectus Supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

The Company’s common stock is listed on the Nasdaq Stock Market LLC under the symbol “SNCE.” On May 12, 2022, the closing price of our common stock was $3.03.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors” beginning on page 4 of the Prospectus .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 13, 2022.




 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 13, 2022

SCIENCE 37 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-39727 84-4278203
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

800 Park Offices Drive, Suite 3606
Research Triangle Park, NC
 27709
(Address of principal executive offices) (Zip Code)

(984) 377-3737
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) 
Name of each exchange on which
 registered
Shares of Common stock, par value $0.0001 per share SNCE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 13, 2022, Science 37 Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 23, 2022.

Proposal One: Election of Directors

The Company’s stockholders elected David Coman, John W. Hubbard and Emily Rollins as members of the Company’s board of directors as Class I directors for a three-year term expiring at the Company's 2025 annual meeting of stockholders. The results of the vote were as follows:

NomineeForWithheldBroker Non-Votes
David Coman72,458,928107,7451,189,215 
John W. Hubbard72,544,80621,8671,189,215 
Emily Rollins72,545,07621,5971,189,215 

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote were as follows:

ForAgainstAbstain
73,738,6201,05816,210






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Science 37 Holdings, Inc.
   
Date:May 13, 2022By:/s/ Christine Pellizzari
  Name: Christine Pellizzari
  Title:Chief Legal Officer