Attached files
| file | filename |
|---|---|
| EX-10.6 - EXHIBIT 10.6 - Lifesci Acquisition II Corp. | tm2037102d1_ex10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - Lifesci Acquisition II Corp. | tm2037102d1_ex10-5.htm |
| EX-10.4 - EXHIBIT 10.4 - Lifesci Acquisition II Corp. | tm2037102d1_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - Lifesci Acquisition II Corp. | tm2037102d1_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - Lifesci Acquisition II Corp. | tm2037102d1_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Lifesci Acquisition II Corp. | tm2037102d1_ex10-1.htm |
| EX-4.1 - EXHIBIT 4.1 - Lifesci Acquisition II Corp. | tm2037102d1_ex4-1.htm |
| EX-3.1 - EXHIBIT 3.1 - Lifesci Acquisition II Corp. | tm2037102d1_ex3-1.htm |
| EX-1.2 - EXHIBIT 1.2 - Lifesci Acquisition II Corp. | tm2037102d1_ex1-2.htm |
| EX-1.1 - EXHIBIT 1.1 - Lifesci Acquisition II Corp. | tm2037102d1_ex1-1.htm |
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
November 20, 2020
Date of Report (Date of earliest event reported)
LifeSci Acquisition II Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39727 | 84-4278203 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
250 W. 55th St., #3401 New York, NY |
10019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 889-1200
N/A
(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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Shares of Common Stock, $0.0001 par value | LSAQ | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 1.01. Entry into a Material Definitive Agreement.
On November 20, 2020, the registration statement (File No. 333-249480) (the “Registration Statement”) relating to the initial public offering (“IPO”) of LifeSci Acquisition II Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated November 20, 2020, by and between the Company and LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc., as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | A Business Combination Marketing Agreement, dated November 20, 2020, by and between the Company and LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc., a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference; |
| ● | Letter Agreements, dated November 20, 2020, by and between the Company’s officers, directors and shareholders, copies of which are attached as Exhibit 10.1 hereto and incorporated herein by reference; |
| ● | An Investment Management Trust Agreement, dated November 20, 2020, by and between Continental Stock Transfer & Trust Company and the Company, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference; | |
| ● | A Stock Escrow Agreement, dated November 20, 2020, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference; and | |
| ● | A Registration and Stockholder Rights Agreement, dated November 20, 2020, by and among the Company, LifeSci Holdings LLC and the initial shareholders of the Company, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; | |
| ● | A Subscription Agreement, dated November 20, 2020, by and between the Company and LifeSci Holdings LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; and | |
| ● | An Administrative Services Agreement, dated November 20, 2020, by and between the Company and LifeSci Capital LLC, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
On November 24, 2020, the Company consummated the IPO of 8,009,041 shares (the “Shares”) of common stock, $0.0001 par value (“Common Stock”), which included a partial exercise of the underwriters’ over-allotment option. The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds of $80,090,410.
As of November 24, 2020, a total of $80,090,410 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of November 24, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with LifeSci Holdings LLC of 3,146,453 warrants (the “Private Warrants”) at a price of $0.90 per Private Warrant, generating total proceeds of $2,831,807.70.
Each Private Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.
The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On November 20, 2020, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
| Dated: November 25, 2020 | ||
| LIFESCI ACQUISITION II CORP. | ||
| By: | /s/ Andrew McDonald | |
| Name: Andrew McDonald | ||
| Title: Chief Executive Officer | ||
| 4 |