As filed with the Securities and Exchange Commission on August 2, 2021

Registration No. 333-257611

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WCG Clinical, Inc.

(Exact name of registrant as specified in its charter)

212 Carnegie Center, Suite 301

Princeton, NJ 08540

(609) 945-0101

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Laurie L. Jackson

Chief Financial Officer and Chief Administration Officer

212 Carnegie Center, Suite 301

Princeton, NJ 08540

(609) 945-0101

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission  is  effective.  This  preliminary prospectus  is  not an  offer to sell nor does it seek an offer to buy  these  securities in any  jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated August 2, 2021.

45,000,000 Shares

WCG Clinical, Inc.

Common Stock

This is an initial public offering of shares of common stock of WCG Clinical, Inc. We are offering 45,000,000 shares of our common stock.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $15.00 and $17.00. We have applied to list our common stock on The Nasdaq Global Select Market under the symbol “WCGC.”

After the completion of this offering, certain affiliates of our Principal Stockholders will together own approximately 80% of our outstanding common stock (or approximately 78% if the underwriters exercise their option to purchase additional shares in full) and will be parties to a voting agreement. As a result, we will be a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market and we may rely on certain exemptions from the corporate governance requirements of The Nasdaq Global Select Market. See “Management—Director Independence and Controlled Company Exception.”

We are an “emerging growth company” under the federal securities laws and, as such, may elect to comply with certain reduced public reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risk. See “Risk Factors” beginning on page 21 of this prospectus to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission (the “SEC”), nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters have the option to purchase up to an additional 6,750,000 shares of our common stock from us at the initial price to public less the underwriting discount within 30 days of the date of this prospectus.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on                , 2021.

Prospectus dated                , 2021.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

You should rely only on the information included in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that included in this prospectus or in any free writing prospectus prepared by or on behalf of us that we have referred to you. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management’s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets we serve. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data.

BASIS OF PRESENTATION

Our previous parent company, WCG HoldCo IV LLC (the “Seller”), entered into a Stock Purchase Agreement on November 6, 2019, with WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.) (the “Purchaser” or “Operating Company”), pursuant to which the Purchaser purchased all of the issued and outstanding equity interests in WCG Holding IV Inc. and WCG Market Intelligence & Insights Inc. (collectively, the “Acquiree”) from the Seller (the “Transaction”). In connection with the Transaction, a new parent entity, Da Vinci Purchaser Holdings LP (the “Parent”), was formed, together with two new entities, WCG Clinical, Inc. (formerly known as WCG Purchaser Holdings Corp.), the issuer in this offering, and WCG Purchaser Intermediate Corp., the direct subsidiary of the issuer, to act as intermediate holding companies between the Parent and the Operating Company. On January 8, 2020, the Transaction closed, resulting in a change to our corporate structure. Unless otherwise indicated or the context otherwise requires, references in this prospectus to the terms “WCG,” “we,” “us,” “our,” or the “Company” refer to the Seller and its consolidated subsidiaries prior to the Transaction, and WCG Clinical, Inc. and its consolidated subsidiaries following the completion of the Transaction.

The consolidated financial statements included in this prospectus reflect the consolidated historical results of operations of WCG and its subsidiaries. WCG’s consolidated financial statements prior to and including

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December 31, 2019 represent the financial information of the Acquiree and its consolidated subsidiaries prior to the Transaction, and such financial information is labeled as “Predecessor.” The Seller had no operations other than its ownership of the Acquiree and its consolidated subsidiaries, and, as a result, the same information has been presented as would be presented if the Acquiree were deemed to be the predecessor entities. The consolidated financial information for the periods beginning on and subsequent to January 1, 2020 represent the financial information of WCG Clinical Inc. and its consolidated subsidiaries subsequent to the Transaction, and such financial information is labeled as “Successor.” We determined that the operational activities from January 1, 2020 through the close of the Transaction on January 8, 2020 (the “effective date”) were immaterial to the financial statements for the year ended December 31, 2020, and do not result in material differences in the amounts recognized on the Balance Sheet, Statement of Operations, or Statement of Cash Flows. In light of the proximity of the effective date to the start of our January accounting period (i.e. only four business days from January 1, 2020 to the effective date, during which the Predecessor did not have material operations), we elected to present the activities from January 1, 2020 through January 7, 2020 in the Successor period (including the year ended December 31, 2020). See Note 1 to WCG’s audited consolidated financial statements included elsewhere in this prospectus.

Prior to the completion of this offering, the Parent will be liquidated and the unit holders of our Parent will receive shares of our common stock in exchange for their units of the Parent. See “Prospectus Summary—Distribution.”

Certain monetary amounts, percentages, and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

As used in this prospectus, unless the context otherwise requires, references to:

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CERTAIN TRADEMARKS

This prospectus includes trademarks and service marks owned by us, including AIMS^™, Avoca^™, Connexus 5.0^™, InvestigatorSpace^™, IRBNet^™, Pharmaseek^™, KMR^™, MCC^™, My-Patient.com^™, Safety Portal^™, The WCG Patient Experience^™, Velos^™, Virgil^™, WCG Clinical Trial Ecosystem^™, WCG Knowledge Base^™ and WCG Predict^™. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

NON-GAAP FINANCIAL MEASURES

We report our financial results in accordance with GAAP. In addition to our GAAP financial results, we believe the non-GAAP financial measure, Adjusted EBITDA, is useful in evaluating our performance. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, as well as a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure prepared in accordance with GAAP.

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A LETTER FROM WCG FOUNDER, EXECUTIVE CHAIRMAN & CHIEF EXECUTIVE OFFICER, DONALD A. DEIESO

WCG has embraced its role as a “Servant to Mankind”, with the ultimate aim of improving global public health. At the core of our mission, we apply leading scientific knowledge and proprietary technology to advance life-saving innovations. By helping to improve the clinical trial process, we allow valuable therapies to be delivered to patients sooner and at a lower cost. WCG is proud to serve the individuals on the frontlines of science and medicine, and the organizations that strive to develop new products and therapies to improve the quality of human health. We believe that it is our role to empower the scientific advancement of human health, while ensuring that the risks of progress never outweigh the value of human life.

As a mission-driven organization at heart with a strong commitment to the highest ethical standards, WCG is focused on safeguarding the interests of all stakeholders engaged with our Company, including clients, patients, employees and shareholders.

Strategically positioned at the very center of the clinical trial ecosystem, we act as the key point of connectivity among our various clients, who leverage our solutions to inform the critical decisions that save significant time and expense, enhance drug safety and efficacy, and ultimately improve millions of lives.

With 2.5 million patients enrolled in WCG-supported studies, our relationship with patients is also key to our mission, as demonstrated by our commitment to champion a new and improved paradigm for treating trial participants, The WCG Patient Experience^™. Beyond raising patient awareness for clinical studies, we are shifting the clinical trial framework from treating participants as “subjects” to placing a greater focus on the patient experience, one which should rely on empathy from start to finish.

Our employees bring their heads and hearts to the mission, acting as change agents to serve a greater societal purpose. We maintain a leading employee retention ratio of 92% by selectively recruiting individuals who align with our core mission, and by providing differentiated compensation and benefits packages. We are proud of our Diversity and Inclusion culture with its emphasis on ensuring that we maintain an environment of mutual respect and equal opportunity for all.

The COVID-19 pandemic highlighted our organization’s remarkable dedication to its mission. Despite facing the challenges of remote working and the personal impacts of the pandemic, our team supported and contributed to over 723 COVID-19 trials, including many of the most highly impactful vaccines and antivirals.

It is our role to empower our team to accelerate advancement. We firmly believe that we must have the clinical insight to develop, the courage to advance, and the persistence to transform a change-resistant industry, while never compromising the highest level of ethical standards.

I am grateful that you are considering an investment in WCG’s initial public offering, and excited that as a result, you are thinking of supporting our mission to accelerate the scientific advancement of human health.

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Furthermore, the potential impact of the COVID-19 pandemic on our business operations and financial results and on the world economy as a whole may heighten the risks described below.

Risks Related to Our Business

Our continued revenue growth depends on our ability to successfully increase our client base and expand our relationships and the products, technologies and services we provide to our existing clients.

Our products and services are used primarily by biopharmaceutical companies and CROs, trial sites, institutions and investigators, as well as patients and advocacy groups. We have relationships with many large companies in the clinical trial ecosystem, and part of our growth strategy entails deriving more revenues from these existing clients by expanding their use of our existing and new products, technology and services. Our ability to increase revenues with existing clients may be limited without significant investment in marketing our existing products, technologies and services or developing new offerings, which could be time-consuming and costly and may not be successful.

We are also focused on increasing the number of small biotechnology clients we serve. These relatively small companies are increasingly responsible for much of the discovery and development of new treatments, and their share of the total industry research and development discovery and development spending is rapidly growing. Attracting these smaller clients may require us to expend additional resources on targeted marketing, as they may not be as familiar with our Company or products. Although these small biotechnology companies tend to use third parties, such as WCG, for many of their development activities, these smaller companies also tend to be less financially secure. If their products are not successful or they have difficulty raising sufficient investment capital, they may not be able to timely or fully pay for our services, or they may terminate or decrease the scope of projects for which they use our products and services, which could adversely impact our revenues.

Our strategy also includes expanding into new solutions and new geographies, either organically or by acquiring other companies in these markets. For example, we recently acquired several leading clinical trial management service companies, including Trifecta, Statistics Collaborative, Inc. (“SCI”), and PharmaSeek, LLC (“PharmaSeek”). If our strategies are not executed successfully, or we cannot integrate acquired solutions into our platform, our products and services may not achieve market acceptance or penetration in targeted new categories within our existing clients or new clients. See “—We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and materially affect our operating results.” We cannot guarantee that we will be able to identify new technologies of interest to our clients, or develop or acquire them in a timely fashion. We may also face pricing pressure as we expand geographically and our client profile evolves. For example, smaller biotechnology companies, or companies based in countries that have less developed economies, may not be able to afford our products and services at our customary rates. If we are unable to develop or acquire new services and products and/or create demand for those newly developed services and products, accelerate the development of products where there is a market demand, or maintain or increase our historic pricing levels, our future business, results of operations, financial condition and cash flows could be materially adversely affected.

We have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan. Our recent growth may also not be sustainable or indicative of future growth.

In recent years we have experienced rapid growth and expansion of our operations. Our revenues, client count, product and service offerings, countries of operation, facilities and computing infrastructure needs have all

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increased significantly, and we expect them to increase in the future. We have also experienced rapid growth in our employee base. As we continue to grow, both organically and through acquisitions, we must effectively integrate, develop, and motivate an increasing number of employees, while executing our growth plan and maintaining the beneficial aspects of our culture. Any failure to preserve our culture could materially adversely affect our future success, including our ability to attract and retain highly qualified employees and to achieve our business objectives.

Our rapid growth has placed, and will continue to place, a significant strain on our management capabilities, administrative and operational infrastructure, facilities and other resources. We anticipate that additional investments in our facilities and computing infrastructure will be required to maintain and grow our operations. To effectively manage growth, we must continue to: improve our key business applications, processes, and computing infrastructure; enhance information and communication systems; and ensure that our policies and procedures evolve to reflect our current operations. These enhancements and improvements will require additional investments and allocation of valuable management and employee time and resources. Failure to effectively manage growth could result in difficulty or delays in deploying our solutions, declines in quality or client satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could materially adversely affect our business performance and results of operations.

Additionally, our historical rate of growth may not be sustainable or indicative of our future rate of growth. While we have experienced significant revenue growth in prior periods, it is not indicative of our future revenue growth. In our fiscal years ended December 31, 2019 and 2020, our revenues grew by 19% and 12%, respectively, as compared to total revenues from the prior fiscal year, and our revenues for the three months ended March 31, 2021 grew by 33% compared to our revenues from the same period in the prior fiscal year. Our revenue growth rate has declined in the past and we expect it to decline again in the future. You should not rely on our historical rate of revenue growth as an indication of our future performance. If we are unable to maintain consistent revenue growth, it may adversely impact our profitability and the value of our common stock.

We believe that our continued growth in revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described elsewhere in this “Risk Factors” section and the extent to which our various product offerings grow and contribute to our results of operations. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our client base may not continue to grow or may decline due to a variety of possible risks, including increased competition, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our revenue growth to decline and may materially adversely affect our margins and profitability. Failure to continue our revenue growth or improve margins would have a material adverse effect on our business, results of operations and financial condition.

As our costs increase, we may not be able to sustain the level of profitability we have achieved in the past.

We expect our future expenses to increase as we continue to invest in and grow our business. We expect to incur significant future expenditures related to:

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If our efforts to increase revenues and manage our expenses are not successful, or if we incur costs, damages, fines, settlements, or judgments as a result of other risks and uncertainties described in this report, we may not be able to sustain or increase our historical levels of profitability.

The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be materially adversely affected.

The markets for our solutions and services are highly competitive. Examples of companies that provide point solutions that compete with one or a few of our products and services include: Advarra, Inc., eResearch Technology, Inc., Medidata Solutions, Inc., Signant Health and other providers. With the introduction of new technologies, we expect competition to intensify in the future, and we may face competition from new market entrants as well.

Some of our actual and potential competitors have advantages over us, such as longer operating histories, significantly greater financial, technical, marketing or other resources, stronger brand and business recognition, and agreements with a broader set of industry participants and other partners. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than we are, if their products or services are more technologically capable than ours, or if clients replace our solutions with custom-built software, then our revenues could be materially adversely affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could materially adversely affect our business. For all of these reasons, we may not be able to compete favorably against our current and future competitors.

As clients increase their utilization of our products and services, we may be subject to additional pricing pressures.

One of our strategic goals is to increase the breadth and utilization of products and services we provide to our existing clients, such as increasing the number of user licenses for our software products, selling licenses for new software products and expanding the number and scope of services we provide to individual clients. As the total annual expenditure from a particular client increases, we may experience pricing pressure, often from the client’s procurement department, in the form of requests for discounts or rebates, price freezes and less favorable payment terms. This could have a material adverse effect on our profitability.

An inability to attract and retain highly skilled employees and contingent workers could materially adversely affect our business.

To execute our growth plan, we must attract and retain highly qualified employees and contingent workers. Competition for employees in the clinical trial ecosystem is intense. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees and contingent workers with the appropriate level of qualifications. With respect to our employees, even if we are successful in attracting highly qualified personnel, it may take several months or longer before they are fully trained and productive. Many of the companies with which we compete for experienced employees and contingent workers have greater resources than we have and may offer compensation packages that are perceived to be better than ours. For example, we offer equity awards to executive and senior leadership hires and existing employees as part of their overall compensation package. If the perceived value of our equity awards declines, including as a result of

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declines in the market price of our common stock or changes in perception about our future prospects, it may adversely affect our ability to recruit and retain experienced and highly skilled executives. Additionally, changes in our compensation structure may be negatively received by employees and contingent workers and result in attrition or cause difficulty in the recruiting process. If we fail to attract new employees and contingent workers or fail to retain and motivate our current employees and contingent workers, our business and future growth prospects could be materially adversely affected.

Defects or disruptions in our solutions could result in diminished demand for our solutions, a reduction in our revenues, and subject us to substantial liability.

We have from time to time found defects in our solutions, and new defects may be detected in the future. In addition, we have experienced, and may in the future experience, service disruptions, degradations, outages and other performance problems. These types of problems may be caused by a variety of factors, including human or software errors, viruses, cyber-attacks, fraud, spikes in client usage, problems associated with our third-party computing infrastructure and network providers, infrastructure changes, and denial of service issues. Service disruptions may result from errors we make in delivering, configuring, or hosting our solutions, or designing, installing, expanding, or maintaining our computing infrastructure. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It is also possible that such problems could result in losses of client data or our own sensitive or proprietary information.

Since our clients use our solutions for important aspects of their business, any errors, defects, disruptions, service degradations, or other performance problems with our solutions could hurt our reputation and may damage our clients’ businesses. If that occurs, our clients may delay or withhold payment to us, cancel their agreements with us, elect not to renew, or make service credit claims, warranty claims, or other claims against us, and we could lose future sales. The occurrence of any of these events could result in diminishing demand for our solutions, a reduction of our revenues, an increase in our bad debt expense or in collection cycles for accounts receivable, or could require us to incur the expense of litigation or substantial liability.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

We have in the past acquired and may in the future seek to acquire or invest in businesses, solutions or technologies that we believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. For example, in June 2021, we acquired Intrinsic, a medical imaging core lab, in April 2021, we acquired The Avoca Group, Inc., a life science consulting firm (“Avoca”), in 2020, we acquired Trifecta, a provider of clinical trial site communications platforms, and in 2019, we made four acquisitions, including our acquisition of Velos LLC, a provider of clinical trial management solutions. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

We may not be able to successfully integrate the acquired personnel, operations, and technologies, or effectively manage the combined business following an acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

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In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired intangible assets and goodwill, which we must assess for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. See “—Risks Related to Our Financial Performance, How We Contract with Customers, and the Financial Position of Our Business—Impairment of goodwill or other intangible assets may materially adversely affect future results of operations.” Acquisitions may also result in purchase accounting adjustments, write-offs or restructuring charges, which may materially adversely affect our results.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our business, results of operations and financial condition may be materially adversely affected.

Our business could be materially adversely affected if our clients are not satisfied with the professional services provided by us or our partners, or with our technical support services.

Our business depends on our ability to satisfy our clients, both with respect to our solutions and the professional services that are performed in connection with our solutions. If a client is not satisfied with the quality of work performed by us or with the solutions delivered or professional services performed, then we could incur additional costs to address the situation, we may be required to issue credits or refunds for pre-paid amounts related to unused services, the profitability of that work might be impaired and the client’s dissatisfaction with our services could damage our ability to expand the number of solutions subscribed to by that client. Moreover, negative publicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective clients.

Once our solutions are deployed, our clients depend on our support organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in client demand for technical support services. Increased client demand for our services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly

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dependent on the reputation of our solutions and business and on positive recommendations from our existing clients. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could materially adversely affect our reputation, our ability to sell our solutions to existing and prospective clients, and our business, results of operations and financial condition.

We are subject to risks associated with the operation of a global business. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. We face risks in doing business internationally that could adversely affect our business, including:

Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be materially adversely affected if our business partners are not able to successfully manage these risks, which could materially adversely affect our business.

We are subject to laws and regulations related to compliance with economic sanctions that could impair our ability to compete in international markets in which our products may not be sold or subject us to liability if we violate these laws and regulations.

Our business is subject to economic sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State,

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the United Nations Security Council and other relevant government authorities. These laws and regulations generally prohibit the sale of products or provision of services to countries, governments, and persons targeted by sanctions. Under current sanctions laws and regulations, our products may not be sold in certain jurisdictions in which certain of our non-U.S. based clients have operations. As a result, such clients may choose to use solutions other than ours. While we take precautions to prevent our products and services from being sold in violation of these laws and regulations, we cannot guarantee that the precautions we take will prevent violations. Violations of sanctions laws or regulations may expose us to significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. In the event of criminal knowing and willful violations of these laws, fines and possible incarceration for responsible employees and managers could be imposed. Any such violation could materially adversely affect our reputation, business, results of operations and financial condition.

We are subject to the FCPA, the Bribery Act and similar applicable anti-corruption laws and regulations in other countries. Violations of these laws and regulations could harm our reputation and business, or materially adversely affect our business, results of operations, financial condition and/or cash flows.

We operate in numerous countries around the world and are subject to the Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”) and similar anti-corruption laws in the countries in which we operate. Our international business may bring us into direct and indirect interactions with officials and employees of government agencies or state-owned or affiliated entities, including physicians, health care professionals, and other state-owned or affiliated hospitals. The FCPA prohibits us and our officers, directors, employees and third parties acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to government officials, political parties, or political candidates for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA further requires us to make and keep books, records and accounts that accurately and fairly reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The Bribery Act also extends beyond bribery of government officials and creates offenses in relation to “commercial” bribery and accepting bribes, including private sector recipients.

We have implemented an anti-corruption compliance program and policies, procedures and training designed to foster compliance with these laws, including the FCPA, and the Bribery Act. However, our directors, officers, employees, contractors, agents, and others acting on our behalf, may take actions in violation of our policies or applicable law. Any such violation could have a material adverse effect on our reputation, business, results of operations and prospects.

Any violation of the FCPA, Bribery Act, or other applicable anti-corruption laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, related stockholder lawsuits, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, results of operations, financial condition and prospects. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Our estimate of the market size for our solutions we have provided publicly may prove to be inaccurate, and even if the market size is accurate, we cannot assure you our business will serve a significant portion of the market.

Our estimate of the market size for our solutions that we have provided publicly, sometimes referred to as total addressable market (“TAM”), is subject to significant uncertainty and is based on assumptions and estimates, including our internal analysis and industry experience, which may not prove to be accurate. These estimates are, in part, based upon the size of the general application areas in which our solutions are targeted. Our

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ability to serve a significant portion of this estimated market is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. For example, in order to address the entire TAM we have identified, we must continue to enhance and add functionality to our existing solutions and introduce new solutions. Accordingly, even if our estimate of the market size is accurate, we cannot assure you that our business will serve a significant portion of this estimated market for our solutions.

Our bookings, backlog and client engagements might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in our bookings, backlog and client engagements.

Our bookings represent the dollar value of all new signed contracts, purchase orders, and site notifications of required ethical review services during a period. Our backlog represents the dollar value of all unsatisfied performance obligations at a point in time as well as revenues expected to be recognized in the next twelve months from IRB recurring services. Our client engagements represent the number of all active client contracts as of a period end, between us and a CRO, clinical research site, partner organization or biopharmaceutical sponsor. Through these client engagements, we deliver value in exchange for direct remuneration or establish or support the contractual frameworks for the delivery of our solutions. Bookings, backlog and client engagements vary from period to period depending on numerous factors, including the overall health of the biopharmaceutical industry, regulatory developments, industry consolidation, and sales performance. Once work begins, we severally recognize revenues over the life of the contract based on our performance of services under the contract, which may occur in the same period where we recognize the related bookings. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Performance–Growing Bookings, Backlog and Client Engagements.” Contracts may be terminated or delayed by our clients for reasons beyond our control. To the extent projects are delayed, the anticipated timing of our revenues could be materially adversely affected.

In the event a client terminates a contract, we are generally entitled to be paid for services rendered through the termination date and for services provided in winding down the project. However, we are generally not entitled to receive the full amount of revenues reflected in our bookings in the event of a contract termination. A number of factors may affect bookings, backlog and client engagements and the revenues generated from our bookings and client engagements, including:

Our bookings for the year ended December 31, 2020 were $621.8 million compared to bookings of $555.2 million for the year ended December 31, 2019, and our bookings for the three months ended March 31, 2021 were $266.2 million compared to bookings of $171.8 million for the three months ended March 31, 2020. Our backlog for the year ended December 31, 2020 was $701.7 million compared to backlog of $595.5 million for the year ended December 31, 2019. Our client engagements as of March 31, 2021 were 13,441 compared to client engagements of 11,075 as of March 31, 2020. Our client engagements as of December 31, 2020 were 12,706 compared to client engagements of 10,782 as of December 31, 2019. Although we expect an increase in bookings, backlog and client engagements will generally result in an increase in future revenues to be recognized over time (depending on future contract modifications, contract cancellations and other adjustments), an increase in bookings, backlog and client engagements over a particular period in time does not necessarily correspond to an increase in revenues during a particular period. For example, cancelled or delayed projects remain in bookings when they are cancelled in a subsequent period from when they were first booked (even though backlog would be adjusted to reflect the loss of the value of the cancelled projects). The timing and extent to which bookings, backlog and client engagements will result in revenues depends on many factors, including the timing of commencement of work, the rate at which we perform services, scope changes, cancellations, delays, receipt of

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regulatory approvals and the nature, duration, size, complexity and phase of the studies. In addition, delayed projects remain in client engagements until they are canceled or completed. As a result of these factors, bookings, backlog and client engagements are not necessarily a reliable indicator of future revenues and we might not realize all or any part of the revenues from the authorizations in bookings, backlog and client engagements as of any point in time.

Our business may be subject to risks arising from natural disasters and epidemic diseases, such as the recent COVID-19 pandemic.

We may be subject to risks related to natural disasters and public health crises, such as the global pandemic associated with COVID-19. Since its initial outbreak in late 2019, SARS-CoV-2, and the resulting disease COVID-19, has rapidly spread throughout the world. During the pandemic, our clients, employees, contractors, vendors and other partners have been, and may continue to be, hindered or prevented from conducting customary business activities. Most countries and public health organizations have recommended or mandated restrictions on non-essential travel or entry into certain jurisdictions, which has, among other things, impacted our ability to meet face-to-face with our clients.

The COVID-19 pandemic has also had a significant and sustained negative impact on the global economy and a negative impact on many of our clients. Many of our clients have experienced or may in the future be adversely impacted by supply chain interruptions, disruptions to pipeline development and clinical trials, decreased product demand (including due to reduced elective healthcare consumption and as a result of increased unemployment), costs associated with the COVID-19 pandemic and interruptions or delays in regulatory approvals due to the impact of the COVID-19 pandemic on the operations of certain regulatory authorities. We may also see a reduction in total users of our solutions due to layoffs resulting from the COVID-19 pandemic in the biopharmaceutical industry. These and other material adverse effects on our clients and economic conditions related to the COVID-19 pandemic may cause our clients to significantly scale back their operations or research and development spending and limit the use of third parties, which could have a material adverse effect on our business.

We have undertaken several actions to mitigate and/or limit the spread of COVID-19 amongst our employees, including restricting employee travel, closing our offices in compliance with local guidelines and, when reopening offices, implementing a number of safety measures, such as requiring vaccinations and/or increasing sanitation, mandating social distancing or use of personal protective equipment, and limiting the number of employees at each location. Furthermore, even if we follow what we believe to be best practices, there can be no assurance that our measures will prevent the transmission of COVID-19 between employees. Any incidents of actual or perceived transmission may expose us to liability claims, adversely impact employee productivity and morale, and result in negative publicity and reputational harm.

Travel restrictions and the cancellation of industry conferences have significantly limited face-to-face interactions with existing and potential clients, which have traditionally been an effective avenue for developing new business. If our employees and contractors are not able to effectively communicate and interact with our existing and potential clients remotely, a prolonged period of limited direct contact with clients could translate into reduced contracts for our products and services, and could negatively impact our revenue generation.

The continued spread of COVID-19 could also materially adversely affect our business, financial condition or results of operations as a result of increased costs, negative impacts to our healthy workforce, or a sustained economic downturn. The extent to which the COVID-19 pandemic may impact our business in the future is highly uncertain and cannot be predicted. In addition, a recession or a prolonged period of depressed economic activity related to COVID-19 and measures taken to mitigate its spread could have a material adverse effect on our business, financial condition and results of operations.

In addition to the current COVID-19 pandemic, our business could be negatively impacted by other new disease epidemics, and such events may also exacerbate a number of the other risks discussed in this section, any

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of which could have a material effect on us. We are a global company with operations in many countries. Disruptions due to COVID-19 or similar epidemics or pandemics, either on a local or global scale, could adversely affect our ability to serve our clients.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act and if we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected.

We are in the process of evaluating our internal controls systems to allow management to report on, and our independent registered public accounting firm to audit, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and, if required, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will be required to comply with Section 404 in full (including an auditor attestation on management’s internal controls report) in our annual report on Form 10-K for the year following our first annual report required to be filed with the SEC (subject to any change in applicable SEC rules). Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that require remediation. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing and enhancing our internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business.

We identified material weaknesses in our internal control over financial reporting as we had not designed or maintained an effective control environment and associated control activities to meet our accounting and reporting requirements. Specifically we did not have appropriately designed and implemented internal controls to ensure (i) appropriate segregation of duties by restricting user and privileged access to certain financial applications, including the approval of journal entries, and (ii) the review and approval of account balance reconciliations and disclosures which did not allow for reliable financial reporting.

During 2021, we established a remediation plan to address our material weakness and we have been actively engaged in the implementation of remediation efforts to address the material weakness. As part of our commitment, we have established reviews over journal entries and account balance reconciliations and continue to evaluate the additional internal controls we have designed during 2020 and 2021. When we are satisfied these internal controls have operated in our business in an effective manner for a sufficient period of time we will determine if we have remediated our material weakness.

We have not been required to provide a management assessment of internal controls under section 404(a) of the Sarbanes-Oxley Act. It is possible that if we had a 404(a) assessment, additional material weaknesses may have been identified. Additionally, our registered independent public accounting firm has not been engaged to perform an audit of our internal controls over financial reporting.

In the future, it is possible that additional material weaknesses or significant deficiencies may be identified that we may be unable to remedy in time to meet the applicable deadline imposed upon us for compliance with

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the requirements of Section 404. Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our Company. If we identify any additional material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, if we are required to make restatements of our financial statements, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy, completeness or reliability of our financial reports and the trading price of our common stock may be adversely affected, and we could become subject to sanctions or investigations by The Nasdaq Global Select Market, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to the capital markets.

If our security measures or those of our vendors are breached or unauthorized access to IT systems or client data is otherwise obtained, our solutions may be perceived as not being secure, clients may reduce the use of or stop using our solutions, and we may incur significant liabilities.

The evolution of technology systems introduces ever more complex security risks that are difficult to predict and defend against. An increasing number of companies, including those with significant online operations, have recently disclosed breaches of their security and other similar incidents, some of which involved sophisticated tactics and techniques allegedly attributable to criminal enterprises or nation-state actors. While we believe that we have taken appropriate measures designed to prevent unintended access to, and use and disclosure of, the data we hold (including implementing security and privacy controls, training our workforce and implementing new technology) and we continue to improve and enhance our systems in this regard, our efforts may not always be successful, particularly as security threats evolve and become more difficult to detect and successfully defend against. In addition, we do not know whether our current practices will be deemed sufficient under applicable laws or whether new regulatory requirements might make our current practices insufficient.

Our solutions involve the collection, use, analysis, processing, transmission, storage and disclosure of our clients’ clinical trial data and personal data. Unauthorized access to, or use or disclosure of, this information or data, whether by third-party action or employee error, and whether deliberate or unintentional, could result in the loss of information, litigation, indemnity obligations, damage to our reputation and other liability. Our increased reliance on remote access to our information systems due to the COVID-19 pandemic has increased our exposure to potential cybersecurity breaches and the risk of loss or exposure of such information and data. Despite measures designed to prevent, detect, address, and mitigate cybersecurity incidents, such incidents may occur. Additionally, we rely on third parties and their security procedures for the secure storage, processing, maintenance, and transmission of information that is critical to our operations and such third-parties may also experience cybersecurity incidents. Depending on their nature and scope, this could potentially result in the misappropriation, destruction, corruption, unavailability, or unauthorized access or disclosure of critical data and confidential or proprietary information (our own or that of third parties, including information about our clients and employees) and the disruption of business operations.

Any or all of these issues could materially adversely affect our ability to attract new clients, cause existing clients to terminate their business or elect to not renew their subscriptions, result in reputational damage, or subject us to third-party lawsuits, regulatory fines, mandatory disclosures, or other action or liability, which could result in material costs or otherwise adversely affect our operating results. Our insurance may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses, and losses we could incur to respond to and remediate a security incident or breach.

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Risks Related to the Principal Industry We Serve

Nearly all of our revenues are generated by sales of our products and services to clients in, or connected to, the biopharmaceutical industry, and factors that adversely affect this industry, including mergers within the biopharmaceutical industry or regulatory changes, could also adversely affect us.

Nearly all sales of our products and services are to clients in, or connected to, the biopharmaceutical industry. Demand for our solutions could be affected by factors that adversely affect the biopharmaceutical industry, including:

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Accordingly, our operating results and our ability to efficiently provide our solutions and services to biopharmaceutical companies and to grow or maintain our client base could be adversely affected as a result of factors that affect the biopharmaceutical industry generally.

Increasing competition within the biopharmaceutical industry, as well as delays in the drug discovery and development process, may reduce demand for our products and services and negatively impact our results of operations and financial condition.

Our biopharmaceutical clients’ demand for our products and services is driven by continued demand for their products, and dependent upon our clients’ research and development needs and available funding. Demand for our clients’ products could decline, and prices charged by our clients for their products may decline, as a result of increasing competition. In addition, our clients’ expenses could continue to increase as a result of the higher costs of developing more complex drugs and biologics and complying with more onerous government regulations. Furthermore, delays in the biopharmaceutical development cycle, particularly related to clinical trials being delayed or canceled, such as those caused by the recent COVID-19 pandemic, could also impact the demand for our products and services. A decrease in demand for our clients’ products, and additional costs associated with product development could cause our clients to reduce or delay research and development expenditures.

Because our products and services depend on our clients’ research and development expenditures, our revenues may be materially negatively affected by the COVID-19 pandemic or any economic, competitive, demand, or other market impact that decreases our clients’ profitability or causes them to decrease or delay research and development spend. In such an event, our revenues may be reduced through reduction in the scope of projects and delays or cancellations of ongoing clinical trials. Any material decrease in demand for our technologies or services may have a material adverse effect on our business, results of operations and financial condition.

Changes in government regulation or in practices relating to the biopharmaceutical industry, including healthcare reform and cost-containment measures, could materially adversely affect our business.

There have been, and we expect there will continue to be, a number of executive, legislative and regulatory changes to the healthcare system designed to expand healthcare coverage while, at the same time, curtailing and better controlling the increasing costs of healthcare. By way of example, in March 2010, the U.S. Congress (the “Congress”) passed the Patient Protection and Affordable Care Act (as amended, the “ACA”), which substantially changed the way healthcare is financed by both governmental and private insurers. Since its enactment, there have been numerous political and legal efforts to expand, repeal, replace or modify the ACA, some of which have been successful, in part, in modifying the law, as well as court challenges to the constitutionality of the law. The U.S. Supreme Court rejected the latest such case on June 17, 2021, when the Court held that the plaintiffs lacked standing to challenge the ACA’s requirement to obtain minimum essential health insurance coverage, or the individual mandate and dismissed the case without specifically ruling on the constitutionality of the ACA. Federal regulatory agencies continue to modify ACA regulations and guidance related to the ACA, often as a result of presidential directives. The ultimate outcome of efforts to expand the ACA, substantially amend its provisions, or change funding for the ACA is unknown. Though we cannot predict what, if any, reform proposals will be adopted, healthcare reform and legislation may have a material adverse effect on our business, financial condition and results of operations, and the continuing implementation of this legislation may significantly impact the biopharmaceutical industry.

Healthcare reform measures have resulted in Congressional inquiries, proposed and enacted legislation and regulations, guidance documents, and executive orders and other actions designed, among other things, to bring more transparency to product pricing, reform government program reimbursement methodologies for drug products, and provide procedures for the importation of certain prescription drugs authorized for sale in a foreign

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country. Individual states in the United States have also become increasingly active in implementing laws and regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access such as prior authorization requirements or right-to-try laws, and marketing cost disclosure and transparency measures, and, in some cases, mechanisms to encourage importation from other countries and bulk purchasing. Furthermore, there has been increased interest by third-party payors and governmental authorities in reference-pricing systems and publication of discounts and list prices. Any of these legislative, regulatory or executive efforts could harm our clients’ businesses, which could cause them to reduce their spending on research and development, which, in turn, could materially adversely affect our business.

The U.S. government may also take other administrative, legislative, or regulatory action that could materially affect our business. For example, in November 2019, certain U.S. senators requested information about our IRB operations in connection with a review of commercial IRBs. In June 2020, these senators requested that the U.S. Government Accountability Office (“GAO”) investigate the operation of commercial IRBs and consider, among other things, how IRBs, the FDA, and the U.S. Department of Health and Human Services (“HHS”) can address any shortcomings in the current system to improve quality and patient outcomes. In their request, these members of Congress asked GAO to examine market consolidation, conflicts of interest, and pay-for-participation issues, among others. In August 2020, GAO accepted that request to review issues involving the operation of commercial IRBs and stated that it anticipated initiating an engagement in about six months. GAO may ultimately issue a report that makes recommendations for policy changes that could adversely impact our business. Any recommended policy changes would require changes to laws or regulations relating to commercial IRBs. HHS and GAO have conducted two previous investigations of the commercial IRB industry in 1998 and 2008, respectively. While neither of the prior investigations resulted in changes to laws or regulations, we cannot predict what actions Congress, the FDA, the HHS, or others may take in connection with the GAO report or its recommendations.

Our clients’ profitability could decline as a result of efforts by government and third-party payors to reduce the cost of healthcare. If cost-containment efforts or other measures limit our clients’ profitability, they may reduce their research and development expenditures, which could decrease the demand for our services and materially adversely affect our growth prospects and our business.

Trends in research and development spending, the use of third parties by biopharmaceutical companies and a shift toward more research and development occurring at smaller biotechnology companies could materially adversely affect our growth potential, business, results of operations, financial condition and/or cash flows.

We provide software platforms and services to biopharmaceutical companies and CROs, trial sites, institutions and investigators, as well as patients and advocacy groups, and our direct revenues, growth prospects and bookings are highly dependent on their research and development spending levels and use of third parties. Our clients determine the amounts that they will spend on research and development on the basis of, among other things, available resources and their need to develop new products, which, in turn, is dependent upon a number of factors, including their competitors’ research, development, and production initiatives. Our clients finance their research and development spending from both private and public sources, including the capital markets. As a result, our revenues and financial performance may be adversely impacted if our clients are unable to obtain sufficient capital on acceptable terms to finance their research and development spending. Government and university-based funding of scientific research can vary for a number of reasons, including general economic conditions, political priorities, changes in the number of students and other demographic changes. Smaller biotechnology companies increasingly represent a larger proportion of industry research and development expenditures, and these small companies may not be as familiar with our Company or products. If we are not successful in marketing to and establishing relationships with these smaller companies, our continued revenue growth could be materially adversely affected.

Industry trends, economic factors, regulatory developments, patent protection and political and other events and circumstances that affect the biopharmaceutical industry, such as volatility or declines in securities markets

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limiting capital and liquidity or decreased government funding of scientific research, or other circumstances that decrease our clients’ research and development spending also affect us. Furthermore, our financial success depends upon the creditworthiness and ultimate collection of amounts due from our clients. If we are not able to collect amounts due from our clients in a timely fashion due to funding or liquidity challenges or for any other reason, we may be required to write-off significant accounts receivable and recognize bad debt expenses, which could materially and adversely affect our operating results. All of these events could have a material adverse effect on our business, results of operations and financial condition.

Our solutions address heavily regulated functions within the biopharmaceutical industry, and failure to comply with applicable laws and regulations could lessen the demand for our solutions or subject us to significant claims and losses.

Our clients use our solutions for business activities that are subject to a complex regime of global laws and regulations, including requirements for maintenance of electronic records and electronic signatures, requirements governing the conduct and review of clinical trials, and other laws and regulations. Our solutions are expected to be capable of use by our clients in compliance with such laws and regulations. Our efforts to provide solutions that comply with such laws and regulations are time-consuming and costly and include validation procedures that may delay the release of new versions of our solutions. As these laws and regulations change over time, we may find it difficult to adjust our solutions to comply with such changes.

In addition, our current and prospective clients may be required to comply with foreign, federal, and state regulation of payments and transfers of value provided to healthcare professionals or entities. For example, the U.S. Physician Payments Sunshine Act requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report annually to the government information related to certain payments and other transfers of value to physicians and teaching hospitals, as well as ownership and investment interests held by such physicians and their immediate family members. Beginning in 2022, applicable manufacturers will also be required to report such information regarding payments and transfers of value provided during the previous year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, anesthesiology assistants and certified nurse-midwives. Our solutions and services targeted at biopharmaceutical companies are used by our clients to assist with their reporting obligations under the Sunshine Act and comparable state laws. If our solutions and services fail to assist our clients to meet such reporting obligations in a timely and accurate manner, demand for our solutions could decrease, which could materially adversely affect our business.

As we increase the number of products we offer and the number of countries in which we offer solutions, the complexity of adjusting our solutions to comply with legal and regulatory changes will increase. This complexity is exacerbated as emerging countries evolve and enhance their own regulations and regulatory regimens. If we are unable to effectively manage this increase or if we are not able to provide solutions that can be used in compliance with applicable laws and regulations, clients may be unwilling to use our solutions and any such non-compliance could result in the termination of our client agreements or claims arising from such agreements with our clients.

Additionally, any failure of our clients to comply with laws and regulations applicable to the functions for which our solutions are used could result in fines, penalties, or claims for substantial damages against our clients that may harm our business or reputation. If such failure were allegedly caused by our solutions or services, our clients may make a claim for damages against us, regardless of our responsibility for the failure. We may be subject to lawsuits that, even if unsuccessful, could divert our resources and our management’s attention and adversely affect our business and client relationships, and our insurance coverage may not be sufficient to cover such claims against us.

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If we fail to perform our services in accordance with contractual requirements, regulatory standards and ethical considerations, we could be liable for significant costs or penalties and our reputation could be harmed.

The services we provide to biopharmaceutical companies and other clients are complex and subject to contractual requirements, regulatory requirements and standards and ethical considerations. For example, some of our services must adhere to regulatory requirements of the FDA governing our activities relating to clinical trials, including Good Clinical Practices. Additionally, we are subject to compliance with FDA’s regulations set forth in part 11 of title 21 of the Code of Federal Regulations, which relates to the creation, modification, maintenance, storage, retrieval, or transmittal of electronic records submitted to the FDA.

We also operate an IRB, which is tasked with reviewing and approving human clinical research on behalf of our clients who are sponsors of or institutions conducting clinical trials. FDA regulations govern the composition, registration, operation, and responsibilities of IRBs that review certain clinical trials. If it is determined that any of our IRBs are not compliant with applicable regulatory requirements, we may be subject to audits, investigations, enforcement actions, legal claims, and/or adverse publicity, which may have a material, adverse effect on our business. Moreover, in the event of a repeated failure to comply with applicable regulations, the FDA may disqualify an IRB where the noncompliance adversely affects the rights or welfare of the human subjects in a clinical investigation. Unless and until the IRB is reinstated, the FDA may also refuse to consider data from a clinical trial reviewed by a disqualified IRB in support of a marketing authorization. If any of these events were to occur, our business could be materially and adversely harmed.

We may be subject to inspection by regulatory authorities in connection with our clients’ marketing applications and other regulatory submissions. If we fail to perform our services in accordance with regulatory requirements, regulatory authorities may take action against us or our clients for failure to comply with applicable regulations governing the development and testing of therapeutic products. Such actions may include sanctions, such as warning or untitled letters, injunctions or failure of such regulatory authorities to grant marketing approval of products, delay, suspension or withdrawal of approvals, license revocation, loss of accreditation, product seizures or recalls, operational restrictions, civil or criminal penalties or prosecutions, damages or fines. Further, although we structure our IRB to operate independently from our clinical trial solutions division, governmental or regulatory authorities may assert that the combination of these services for a client compromises the integrity of the IRB decisions or the data or analyses generated during any trials.

The performance of clinical development and testing services is complex. If we make mistakes in providing services, such mistakes could negatively impact or obviate the usefulness of the trial or the data generated from it or cause the results of the trial to be reported improperly. If the trial results are compromised, we could be subject to significant costs or liability, which could have a material adverse impact on our business, reputation, and ability to perform services, and result in the cancellation of current contracts by or failure to obtain future contracts from the affected client and other clients. Regulatory authorities may also disqualify certain data or analyses from consideration in connection with our clients’ applications for regulatory approvals, which would result in our clients not being able to rely on our services in connection with their regulatory submissions and may subject our clients to additional or repeat clinical trials and delays or failures in the development and regulatory approval process. Mistakes in providing services to our clients could also affect medical decisions for patients in clinical trials and create liability for personal injury. Customers may also bring claims against us for breach of our contractual obligations or errors in the outcomes of our products or services, may terminate their contracts with us and/or may choose not to award further work to us. Any such action could have a material adverse effect on our reputation, business, results of operations and financial condition.

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If we fail to comply with certain healthcare laws, including fraud and abuse laws, we could face substantial penalties and our business, results of operations, financial condition and prospects could be materially adversely affected.

Even though we do not order healthcare services or bill directly to Medicare, Medicaid or other third party payors, as a result of contractual, statutory or regulatory requirements, we may be subject to healthcare fraud and abuse laws of both the federal government and the states in which we conduct our business. In the United States, these laws include, among others, the False Claims Act, which prohibits submitting or causing the submission of false statements or improper claims for government healthcare program payments, and the federal Anti-Kickback Statute, which prohibits paying, offering to pay or receiving payment with the intent to induce the referral of services or items that are covered under a federal healthcare program. Because of the breadth of these laws and the narrowness of available statutory and regulatory exceptions, it is possible that some of our business activities could be subject to challenge under one or more of such laws. If we or our operations are found to be in violation of any healthcare laws or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, imprisonment and the curtailment or restructuring of our operations, any of which could materially adversely affect our ability to operate our business and our results of operations.

Increasingly complex data protection and privacy regulations are burdensome, may reduce demand for our solutions, and non-compliance may impose significant liabilities.

Our clients use our solutions to collect, use, store, transfer and otherwise process personal data or personally identifiable or sensitive information regarding their employees and the medical professionals with whom our clients have contact, and, potentially, personal data (including potentially sensitive data such as health information) regarding patients maintained by our clients pursuant to clinical, regulatory, or quality processes. In many countries, national and local governmental bodies have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, processing, security, storage, transfer and disclosure of personal information obtained from individuals, making compliance an increasingly complex and evolving task. Furthermore, our business has expanded into new product areas that now trigger the need to comply with additional regulations.

For example, in the United States, the U.S. Department of Health and Human Services promulgated certain data privacy, security and breach notification rules, under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), including patient privacy rules that cover protected health information (“PHI”) by limiting use and disclosure, giving individuals the right to access, amend, and seek accounting of disclosures of their PHI, and limiting most use and disclosures of their PHI to the minimum amount reasonably necessary to accomplish the intended purposes. HIPAA imposes obligations on “covered entities,” including certain healthcare providers, health plans, and healthcare clearinghouses, and their respective “business associates” that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of individually identifiable health information. Certain of our clients may be either business associates or covered entities under HIPAA, and, as a result, we may be a business associate or a subcontractor. For example, while HIPAA does not apply to pharmaceutical companies or adverse event reporting, some of our clients may be university hospitals that conduct research as well as provide medical care and do not segregate their IT systems, causing them to fall under the HIPAA regulatory regime. Therefore, we must comply with HIPAA as a business associate to the extent that PHI is introduced into our solutions by our clients and maintain a HIPAA compliance program. With respect to such data, we are required to comply with HIPAA de-identification standards. Certain states have signed into law or are intending to enact laws regarding requirements on de-identified information, and there is some uncertainty regarding those laws’ conformity with the HIPAA de-identification standards. Compliance with state laws could require additional investment and management attention and may subject us to significant liabilities if we do not comply appropriately with new and potentially conflicting regulations. Entities that are found to be in violation of HIPAA, whether as the result

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of a breach of unsecured PHI, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

In addition, California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which took effect on January 1, 2020, and which broadly defines personal information, gives California residents expanded privacy rights and protections, and provides for civil penalties for violations. Furthermore, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020 (“CPRA”), which amends and expands CCPA with additional data privacy compliance requirements that may adversely impact our business, and establishes a regulatory agency dedicated to enforcing those requirements. We are a service provider and business under CCPA and CPRA for our software solutions and data products, respectively. The effects of this legislation are potentially far-reaching and may require us to further modify our data management practices and to incur substantial expense in an effort to comply.

Our operations abroad may also be subject to increased scrutiny or attention from data protection authorities. Many countries in these regions have established or are in the process of establishing privacy and data security legal frameworks with which we, our collaborators, service providers, including our CROs, and contractors must comply. For example, we are a data controller and data processor under the European Union’s General Data Protection Regulation (“GDPR”) and the UK GDPR, which incorporates the provisions of the EU GDPR into the United Kingdom’s own data protection laws and took effect on January 1, 2021 at the end of the Brexit transition. With respect to our software solutions, we act as a data processor. We collect and sell a database, via our WCG Knowledge Base^™, for which we are a data controller. Compliance with GDPR, the UK GDPR, CCPA and CPRA have and will continue to require valuable management and employee time and resources, and failure to comply with such laws and regulations could involve severe penalties and could reduce demand for our solutions.

In addition to imposing substantial data governance requirements on companies, giving individuals extensive rights to control how companies handle their personal data and imposing data breach notification requirements, the GDPR restricts the ability of companies to transfer personal data from the EU to the United States and other countries. One of the mechanisms on which we previously relied for such transfers, the EU-U.S. Privacy Shield Framework, was invalidated by the Court of Justice of the European Union, or CJEU, in a July 2020 decision (also known as “Schrems II”). The decision called into question whether companies can lawfully use the European Commission’s Standard Contractual Clauses, often also referred to as Model Clauses, which we routinely utilize to ensure that our European clients have the appropriate legal mechanisms in place for their personal data to be accessed within the United States. At present, there are few, if any, viable alternatives to the Model Clauses, and companies that use them are required to assess their appropriateness on a case-by-case basis, which can involve substantial expenditure and use of resources in an effort to comply. If we are unable to implement sufficient safeguards to ensure that our transfers of personal data from the EU are lawful, we may face increased exposure to regulatory actions, substantial fines and injunctions against processing personal data from the EU. Loss of our ability to lawfully transfer personal data out of the EU to the United States or any other jurisdiction may cause reluctance or refusal by current or prospective European clients to use our products, and we may be required to increase our data processing capabilities in the EU at significant expense.

There is also a trend toward countries enacting data localization requirements which are not particularly compatible with the cloud computing model. For example, Russia’s localization law (Federal Law No. 242-FZ) requires that the source of data for Russian nationals collected on Russian territory must be stored in Russia. We are also monitoring the impact of China’s Cybersecurity Law and its related implementation rules, as well as China’s draft Personal Information Protection Law, the latter of which proposes extraterritorial application to companies overseas that process the personal information of data subjects in China for certain purposes. Further, the Australian My Health Records Act 2012, which superseded the Personally Controlled Electronic Health Records Act 2012 (“My Health Records Act”), prohibits heath records that are maintained for purposes of the “My Health Record” system from being transferred or maintained outside of Australia, with certain limited

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exceptions for health records that do not include personal information or other identifying information of an individual or entity. The My Health Records Act establishes the Australian government’s digital health records system, and, among other things, establishes a privacy framework that imposes certain restrictions on how health information maintained in such records may be collected, used or disclosed. Unauthorized collection, use and disclosure of health information contained in such health records may result in civil and criminal penalties.

Customers expect that our solutions can be used in compliance with such laws and regulations, which are constantly evolving, may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. The functional and operational requirements and costs of compliance with such laws and regulations may adversely impact our business, and failure to enable our solutions to comply with such laws and regulations could lead to significant fines and penalties imposed by regulators, as well as claims by our clients or third parties. Additionally, all of these domestic and international legislative and regulatory initiatives could adversely affect our clients’ ability or desire to collect, use, process, and store personal or healthcare-related information using our solutions or to license data products from us, which could reduce demand for our solutions.

Risks Related to Our Reliance on Third Parties

We rely upon three internal hosting facilities and two cloud-based providers to deliver our solutions to our clients and any disruption of or interference with our hosting systems, operations, or use of the cloud-based providers could materially adversely affect our business and results of operations.

Substantially all of the computer hardware necessary to deliver our solutions is located at our internal hosting facilities in Valley Forge, PA, Puyallup, WA and Secaucus, NJ. In addition to our dedicated hosting facility, we utilize third-party cloud computing services from Amazon Web Services (“AWS”) and Microsoft Azure (“Azure”) to help us efficiently scale our cloud-based solutions and provide training. Because we cannot easily switch our AWS or Azure-serviced operations to another cloud provider, any disruption of or interference with our use of AWS or Azure could impact our operations, and our business could be adversely impacted. Our systems and operations or those of AWS or Azure could suffer damage or interruption from human error, fire, flood, power loss, telecommunications failure, break-ins, terrorist attacks, acts of war, and similar events. The occurrence of a natural disaster, an act of terrorism or other unanticipated problems at our AWS’ or Azure’s hosting facilities could result in lengthy interruptions in our service. Although we AWS and Azure maintain backup facilities and disaster recovery services in the event of a system failure, these may be insufficient or fail. Any system failure, including network, software, or hardware failure, that causes an interruption in our data centers or our use of AWS or Azure, or that causes a decrease in responsiveness of our cloud-based solutions, could damage our reputation and cause us to lose clients, which could materially adversely affect our business and results of operations. Our business may be harmed if our clients and potential clients believe our service is unreliable.

We employ third-party licensed software and software components for use in or with our solutions, and the inability to maintain these licenses or the presence of errors in the software we license could limit the functionality of our products and result in increased costs or reduced service levels, which could materially adversely affect our business.

Our solutions incorporate or utilize certain third-party software and software components obtained under licenses from other companies. Additionally, certain products and solutions utilize third-party development and tools, such as our partnership with Palantir Technologies Inc. We anticipate that we will continue to rely on such third-party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. The unexpected bankruptcy or failure of one or more of our third-party software providers could require us to seek more costly alternatives or cause delays in our ability to render services to our clients. Our use of additional or alternative third-party software would require us to enter into

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license agreements with third parties. In addition, if the third-party software we utilize has errors or otherwise malfunctions, the functionality of our solutions may be negatively impacted and our business may be materially adversely affected.

Risks Related to Our Indebtedness

Our indebtedness could materially adversely affect our financial condition and our ability to operate our business, react to changes in the economy or industry or pay our debts and meet our obligations under our debt and could divert our cash flow from operations to debt payments.

We have a significant amount of indebtedness. As of March 31, 2021, we had (i) $1,062 million of indebtedness outstanding under our First Lien Term Loan Facility, (ii) no borrowings under our Revolving Credit Facility and (iii) $345 million of indebtedness outstanding under our Second Lien Term Loan Facility. We also had $125.0 million availability under our Revolving Credit Facility as of March 31, 2021. Subsequent to March 31, 2021, we entered into the Second Amendment, which increased available borrowing capacity under our Revolving Credit Facility to $250.0 million, and the Third Amendment, which provided for an additional $200.0 million of term loans as a fungible tranche with the existing first lien term loans. We funded the acquisition of VeraSci with $200.0 million of term loan borrowings pursuant to the Third Amendment and $140.0 million of borrowings under our Revolving Credit Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—Credit Facilities.” In addition, subject to restrictions in the agreements governing our Credit Facilities, we may incur additional debt.

Our debt could have important consequences to you, including the following:

Furthermore, a majority of our debt under our Credit Facilities bears interest at variable rates. If these rates were to increase significantly, whether because of an increase in market interest rates or a decrease in our creditworthiness, our ability to borrow additional funds may be reduced and the risks related to our debt would intensify. For example, a hypothetical 100 basis point increase in interest rates would have increased our interest expense by $3.4 million for the three months ended March 31, 2021 and by $13.7 million for the year ended December 31, 2020.

Servicing our debt requires a significant amount of cash. For the years ended December 31, 2019 and December 31, 2020, we used cash of $56.4 million and $77.6 million (excluding the repayment and extinguishment of our old credit facility), respectively, to service our debt. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

Our business may not generate sufficient cash flow from operating activities to service our debt obligations. Our ability to make payments on and to refinance our debt and to fund planned capital expenditures depends on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors, such as those described in this “Risk Factors” section, that are beyond our control.

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If we are unable to generate sufficient cash flow from operations to service our debt and meet our other commitments, we may need to refinance all or a portion of our debt, sell material assets or operations, delay capital expenditures or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives.

Restrictive covenants in the agreements governing our Credit Facilities and future indebtedness that we may incur may restrict our ability to pursue our business strategies, and failure to comply with any of these restrictions could result in acceleration of our debt.

The operating and financial restrictions and covenants in one or more of the agreements governing our Credit Facilities and future indebtedness that we may incur may materially adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Such agreements limit our ability, among other things, to:

In addition, the restrictive covenants in our Credit Facilities require us to maintain a specified first lien leverage ratio when a certain percentage of our credit facility commitments are borrowed and outstanding as of the end of each fiscal quarter. In certain circumstances, our ability to meet this financial covenant may be affected by events beyond our control.

A breach of any of these covenants could result in a default under one or more of our Credit Facilities. Upon the occurrence of an event of default under our Credit Facilities, the lenders could elect to declare all amounts outstanding under our Credit Facilities to be immediately due and payable and terminate any commitments to extend further credit. In the event of an acceleration of our debt upon a default, we may not have or be able to obtain sufficient funds to make any accelerated payments. If we were unable to repay those amounts, the lenders under our Credit Agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral to secure our Credit Facilities. The proceeds from the sale of such assets may not be sufficient to repay such indebtedness.

Furthermore, the terms of any future indebtedness we may incur could have further additional restrictive covenants. We may not be able to maintain compliance with these covenants in the future, and in the event that

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we are not able to maintain compliance, we cannot assure you that we will be able to obtain waivers from the lenders or amend the covenants.

We and our subsidiaries may incur substantially more debt. This could further exacerbate the risks associated with our leverage.

We and our subsidiaries may be able to incur substantial additional debt in the future. Although the agreements governing our Credit Facilities contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and the debt incurred in compliance with these restrictions could be substantial. Additionally, we may successfully obtain waivers of these restrictions. If we incur additional debt above the levels currently in effect, the risks associated with our leverage, including those described above, would increase.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our debt obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control.

Risks Related to Our Financial Performance, How We Contract with Customers, and the Financial Position of Our Business

Our clients may delay or terminate contracts, or reduce the scope of work, for reasons beyond our control, potentially resulting in financial losses.

Many of our product or service contracts may be terminated by the client at its discretion immediately or after a short notice period without penalty. Customers terminate, delay or reduce the scope of these types of contracts for a variety of reasons, including but not limited to:

As a result, contract terminations, delays and reductions in scope occur regularly in the normal course of our business. However, the delay, loss or reduction in scope of a large contract or multiple smaller contracts could result in under-utilization of our personnel, a decline in revenues and profitability and adjustments to our bookings, any or all of which could have a material adverse effect on our business, results of operations, financial condition and/or cash flows.

From time to time, we have also had to commit unanticipated resources to complete projects, resulting in lower margins and profitability on those projects. We might experience similar situations in the future, which could have a material adverse impact on our results of operations and cash flows.

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We have government clients, which potentially subject us to risks including early termination, audits, investigations, sanctions, or penalties.

We derive limited revenues from contracts with the U.S. government, we may enter into further contracts with the U.S. or foreign governments in the future, or accept grant funds. These government contracts and grants subject us to statutes and regulations applicable to companies doing business with the government. Government contracts and grants are generally subject to greater scrutiny by the government, which can unilaterally initiate reviews, audits and investigations regarding our compliance with government contract and grant requirements. In addition, if we fail to comply with government contract laws, regulations and contract or grant requirements, our contracts and grants may be subject to termination or suspension, and we may be subject to financial and/or other liability under our contracts or under criminal or civil provisions including the Federal Civil False Claims Act. The False Claims Act’s “whistleblower” provisions allow private individuals, including present and former employees, to sue on behalf of the U.S. government. The False Claims Act statute provides for treble damages and civil penalties and, if our operations are found to be in violation of the False Claims Act, we could face other adverse action, including suspension or prohibition from doing business with the U.S. government. Any penalties, damages, fines, suspension, or damages could materially adversely affect our ability to operate our business and our financial results.

Our revenues and gross margin from professional services fees are volatile and may not increase from quarter to quarter or at all.

We derive a significant portion of our revenues from professional services fees. Our professional services revenues fluctuate from quarter to quarter as a result of the requirements, complexity, and timing of our clients’ projects in our professional services arrangements. Our clients may also choose to use third parties rather than us for certain professional services related to our solutions or for their clinical trials. As a result of these and other factors, our professional services revenues may not increase on a quarterly basis in the future or at all. Additionally, the gross margin generated from professional services fees fluctuates based on a number of factors which may vary from period to period, including wages for professional services and utilization of our employees. As a result of these and other factors, the gross margin from our professional services may not increase on a quarterly basis in the future or at all.

Impairment of goodwill or other intangible assets may materially adversely affect future results of operations.

We have intangible assets, including goodwill, on our balance sheet due to our acquisitions of businesses. The initial identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition involve use of management judgments and estimates. These estimates are based on, among other factors, input from accredited valuation consultants, reviews of projected future income cash flows and statutory regulations. The use of alternative estimates and assumptions might have increased or decreased the estimated fair value of our goodwill and other intangible assets that could potentially result in a different impact to our results of operations. If the future growth and operating results of our business are not as strong as anticipated and/or our market capitalization declines, this could impact the assumptions used in calculating the fair value of goodwill or other intangibles. For goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying value of the reporting unit over the fair value of the reporting unit, limited to the total amount of goodwill allocated to that reporting unit. For intangibles, an impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. Such an impairment charge will be made to our income from continuing operations and could materially and adversely affect our operating results. As of December 31, 2019 and 2020, and the three months ended March 31, 2021, the carrying amount of goodwill was $467.3 million, $1.7 billion and $1.7 billion, respectively, on our consolidated balance sheet.

Adverse developments in applicable tax laws could have a material adverse effect on our business, results of operations and financial condition. Our effective tax rate could also change materially as a result of various evolving factors, including changes in income tax law resulting from the most recent U.S. presidential and congressional elections or changes in the scope of our operations.

We are subject to taxation in the United States at the federal level and by certain states and municipalities and various non-U.S. jurisdictions because of the scope of our operations and product offerings. In determining

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our income tax liability and tax compliance obligations for these jurisdictions, we must monitor changes to the applicable tax laws and related regulations. While our existing operations have been implemented in a manner we believe is in compliance with current prevailing laws, one or more taxing jurisdictions could seek to impose incremental or new taxes on us. In addition, as a result of the most recent presidential and congressional elections in the United States, there could be significant changes in tax law and regulations that could result in additional federal income taxes being imposed on us. For example, the U.S. government may enact significant changes to the taxation of business entities including, among others, a permanent increase in the corporate income tax rate, an increase in the tax rate applicable to the global low-taxed income and the imposition of minimum taxes or surtaxes on certain types of income. Any adverse developments in these laws or regulations, including legislative changes, judicial holdings or administrative interpretations, could have a material adverse effect on our business, results of operations and financial condition. Finally, changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate.

Currency exchange fluctuations may materially adversely affect our financial results.

Some of our international agreements provide for payment denominated in local currencies, and the majority of our local costs are denominated in local currencies. As we continue to expand our operations in countries outside the United States, an increasing proportion of our revenues and expenditures in the future may be denominated in foreign currencies. Fluctuations in the value of the U.S. dollar versus foreign currencies may impact our operating results when translated into U.S. dollars. Thus, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Canadian Dollar, British Pound Sterling, Hong Kong Dollar, Singapore Dollar, Chinese Yuan and Japanese Yen, and may be materially adversely affected in the future due to changes in foreign currency exchange rates. Changes in exchange rates may negatively affect our revenues and other operating results as expressed in U.S. dollars in the future. Further, we have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

We may, in the future, hedge selected significant transactions or net monetary exposure positions denominated in currencies other than the U.S. dollar. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

Risks Related to Our Intellectual Property

We may be sued by third parties for alleged infringement of their proprietary rights or misappropriation or other violation of intellectual property and we may suffer damages or other harm from such proceedings.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities and individuals, including so-called non-practicing entities, or NPEs, may own or claim to own intellectual property relating to our solutions. From time to time, third parties may claim that we are infringing upon their intellectual property rights or that we have misappropriated or otherwise violated their intellectual property. As competition in our market grows, the possibility of patent infringement and other intellectual property claims against us increases. In the future, we expect others to claim that our solutions and underlying technology infringe or violate their intellectual property rights. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation have caused and in the future could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our clients or business partners or pay substantial settlement costs, including royalty

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payments, in connection with any such claim or litigation and to obtain licenses (if available on reasonable terms, or at all), modify applications or refund fees, which could be costly and our insurance may not be adequate to cover losses associated with such outcomes. Any litigation regarding our intellectual property would be inherently uncertain, and could be costly and time-consuming and divert the attention of our management and key personnel from our business operations even if we were to ultimately prevail in such litigation.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property, including patents, trademarks, copyrights and trade secrets. We rely on applicable laws as well as confidentiality, invention assignment or license agreements with our employees, clients, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate or unenforceable. We cannot guarantee that our applications for patent protection or trademark registrations will be successful. Nor can we guarantee that, if issued, our patents will provide meaningful protection. Third parties may challenge the validity or enforceability of, or infringe upon or otherwise violate, our intellectual property. Further, laws related to intellectual property are subject to change at any time and differ by jurisdiction, such that we cannot guarantee that our patents, trademarks, and other intellectual property will receive the same protection in foreign countries as they do in the United States.

In order to protect our intellectual property rights, we may be required to spend significant financial and managerial resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights is inherently uncertain, could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Negative publicity related to a decision by us to initiate such enforcement actions against a client or former client, regardless of its accuracy, may adversely impact our other client relationships or prospective client relationships, harm our brand and business and could cause the market price of our common stock to decline. Our inability to prevent the theft or unauthorized copying or use of our intellectual property, or our failure to otherwise secure, protect and enforce our intellectual property rights could adversely affect our brand and our business.

Our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could materially adversely affect our business.

Our solutions include, and will include in the future, software covered by open source licenses. The terms of various open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market, provide or distribute our solutions. By the terms of certain open source licenses, third parties could claim ownership, or demand that we release the source code of our proprietary software, and/or that we make our proprietary software available under open source licenses, if we combine our proprietary software with, or link our proprietary software to, open source software in a certain manner. These claims could also result in litigation, and in the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, could be prohibited from charging fees for the use of our software, could be required to cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement (which could require significant additional research and development resources) or could otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could materially adversely affect our business.

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Risks Related to Our Common Stock and this Offering

There is no existing market for our common stock and we do not know if one will develop, be sustainable or provide you with adequate liquidity. If our stock price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on The Nasdaq Global Select Market, or otherwise or how active, sustainable and liquid that market may come to be. If an active trading market does not develop, you may have difficulty selling any of the common stock that you buy.

Negotiations between us and the underwriters will determine the initial public offering price for our common stock, which may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering. The market price of our common stock may be influenced by many factors including:

As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. In addition, our stock price may be volatile. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. Accordingly, these broad market fluctuations, as well as general economic, political and market conditions, such as recessions or interest rate changes, may significantly reduce the market price of the common stock, regardless of our operating performance. In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were to become involved in securities litigation, it could result in substantial costs and divert resources and our management’s attention from other business concerns, regardless of the outcome of such litigation.

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Because each of the Principal Stockholders own a significant percentage of our common stock, they may control all major corporate decisions and their interests may conflict with your interests as an owner of our common stock and our interests.

We are controlled by the Principal Stockholders. LGP currently owns approximately 35% of our common stock and will own approximately 31% after the consummation of this offering, Arsenal currently owns approximately 26% of our common stock and will own approximately 23% after the consummation of this offering, Novo currently owns approximately 16% of our common stock and will own approximately 14% after the consummation of this offering, and GIC Investor currently owns approximately 14% of our common stock and will own approximately 12% after the consummation of this offering, in each case, assuming no exercise of the underwriters’ option to purchase additional shares. Accordingly, the Principal Stockholders currently control the election of our directors and could exercise a controlling interest over our business, affairs and policies, including the appointment of our management and the entering into of business combinations or dispositions and other corporate transactions. Pursuant to the Voting Agreement, LGP, Arenal and Novo will each be entitled to designate individuals to be included in the slate of nominees recommended by our board of directors for election to our board of directors and GIC Investor will be entitled to designate an individual to be a non-voting observer of our board of directors. Each of the Principal Stockholders will also agree to vote, or cause to vote, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the LGP directors, the Arsenal directors and the Novo directors.

So long as LGP owns, in the aggregate, (i) greater than 50% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, LGP will be entitled to nominate two directors, (ii) less than or equal to 50%, but greater than 30% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 30%, it will not be entitled to nominate a director.

So long as Arsenal owns, in the aggregate, (i) greater than 70% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Arsenal will be entitled to nominate two directors, (ii) less than or equal to 70%, but greater than 40% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 40%, it will not be entitled to nominate a director.

So long as Novo owns, in the aggregate, (i) greater than 60% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Novo will be entitled to nominate one director, and (ii) less than, or equal to 60%, it will not be entitled to nominate a director.

So long as GIC Investor owns, in the aggregate, (i) greater than 75% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, GIC Investor will be entitled to designate one non-voting observer to our board of directors. See “Certain Relationships and Related Party Transactions—Voting Agreement.” The directors the Principal Stockholders elect have the authority to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to shareholders. Even if the Principal Stockholders were to own or control less than a majority of our total outstanding shares of common stock, they will be able to influence the outcome of corporate actions so long as they own a significant portion of our total outstanding shares of common stock.

The Principal Stockholders may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests. In addition, the Principal Stockholders’ concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.

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Additionally, the Principal Stockholders are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or supply us with goods and services. They may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Shareholders should consider that the interests of the Principal Stockholders may differ from their interests in material respects.

We are a “controlled company” within the meaning of The Nasdaq Global Select Market’s rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the consummation of this offering, the Principal Stockholders will together continue to control a majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of The Nasdaq Global Select Market’s corporate governance standards. A company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” within the meaning of The Nasdaq Global Select Market’s rules and may elect not to comply with certain corporate governance requirements of The Nasdaq Global Select Market, including:

Following this offering, we may elect to rely on certain of the exemptions listed above for so long as we remain a “controlled company.” As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of The Nasdaq Global Select Market.

We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include being permitted to have only two years of audited financial statements and management’s discussion and analysis of financial condition and results of operations disclosures in this prospectus; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

We may remain an “emerging growth company” until as late as December 31, 2026, the fiscal year-end following the fifth anniversary of the completion of this offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual revenues in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year or (iii) we issue more than $1.0 billion of non-convertible debt securities over a three-year period. If some investors find our common stock less attractive as a result of us utilizing some or all of these exemptions or forms of relief, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

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Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for 180 days from the date of this prospectus, subject to certain exceptions. See “Underwriting.” The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. After this offering, we will have 379,189,051 outstanding shares of common stock based on the number of shares outstanding as of June 30, 2021. Subject to limitations, 334,034,010 shares held by our current stockholders will become eligible for sale upon expiration of the lock-up period, as calculated and described in more detail in the section entitled “Shares Eligible for Future Sale.” Further, the representatives of the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements at any time and for any reason. See “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could have a material and adverse effect on the trading price of our common stock.

Moreover, after this offering, holders of approximately 86% of our outstanding common stock will have rights, subject to certain conditions such as the lock-up arrangement described above, to require us to file registration statements for the public sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Any sales of securities by these stockholders could have a material and adverse effect on the trading price of our common stock.

You will incur immediate dilution as a result of this offering.

If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. As a result, you will incur immediate dilution of $18.08 per share, representing the difference between the assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus) and our as adjusted net tangible book value (deficit) per share after giving effect to this offering. See “Dilution.”

We may apply the net proceeds from this offering in ways that you and other stockholders may not approve.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline.

Because our executive officers hold or may hold restricted shares or option awards that will vest upon a change of control, these officers may have interests in us that conflict with yours.

Our executive officers hold or may hold restricted shares and options to purchase shares that would automatically vest upon a change of control. As a result, these officers may view certain change of control

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transactions more favorably than an investor due to the vesting opportunities available to them and, as a result, may have an economic incentive to support a transaction that may not be viewed as favorable by other stockholders.

We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.

We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition, because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the Credit Facilities, significantly restrict, and the terms of any future debt or preferred securities may further restrict, the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, which in turn limits our ability to pay dividends on our common stock. See “Dividend Policy.” Accordingly, your only opportunity to achieve a return on your investment in our Company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock. See “—There is no existing market for our common stock and we do not know if one will develop, be sustainable or to provide you with adequate liquidity. If our stock price fluctuates after this offering, you could lose a significant part of your investment.”

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, as well as provisions of the DGCL could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

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In addition, while we have opted out of Section 203 of the DGCL, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

Generally, a “business combination” includes a merger, asset or stock sale or other transaction provided for or through us resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is generally defined as a person who owns 15% or more of our outstanding voting stock and the affiliates and associates of such person. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors. Our amended and restated certificate of incorporation will provide that the Principal Stockholders, their affiliates and any of their direct or indirect designated transferees and any group of which such persons are a party do not constitute “interested stockholders” for purposes of this provision.

Under certain circumstances, this provision will make it more difficult for a person who qualifies as an “interested stockholder” to effect certain business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors in order to avoid the stockholder approval requirement if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in their best interests. See “Description of Capital Stock.”

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

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Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware or federal district courts of the United States will be the sole and exclusive forum for certain types of lawsuits, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that, unless we consent in writing to the selection of an alternative forum (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or the amended and restated certificate of incorporation or the amended and restated bylaws (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware (or the federal district court for the District of Delaware or other state courts of the State of Delaware if the Court of Chancery in the State of Delaware does not have jurisdiction). The amended and restated certificate of incorporation will also require that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers. These provisions would not apply to any suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

General Risks

Current and future litigation against us, which may arise in the ordinary course of our business, could be costly and time consuming to defend.

We are subject to claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes, employment claims made by our current or former employees, or claims brought by third-parties for failure to adequately protect their personal data. Third parties may in the future assert intellectual property rights to technologies that are important to our business and demand back royalties or demand that we license their technology. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, overall financial condition and operating results. Insurance may not cover such claims, may not be sufficient for one or more of such claims and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, negatively affecting our business, financial condition and results of operations.

Our insurance coverage may not be sufficient to avoid material impact on our financial position resulting from claims or liabilities against us, and we may not be able to obtain insurance coverage in the future.

We maintain insurance coverage for protection against many risks of liability, including professional errors and omissions, breach of fiduciary duty, and cybersecurity risks. The extent of our insurance coverage is under continuous review and is modified as we deem it necessary. Despite this insurance, it is possible that claims or liabilities against us may not be fully insured, or our insurance carriers may contest coverage, which could have a material adverse impact on our financial position or results of operations. In addition, we may not be able to obtain any insurance coverage, or adequate insurance coverage, when our existing insurance coverage expires.

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If securities or industry analysts do not publish or cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about us or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of us, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel.

Prior to this offering, we have not been subject to the reporting requirements of the Exchange Act, or the other rules and regulations of the SEC, or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, significant changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management and will also require us to successfully hire and integrate a significant number of additional qualified personnel into our existing finance, legal, human resources and operations departments.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.

The preparation of financial statements in conformity with generally accepted accounting principles in GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include the estimated variable consideration included in the transaction price in our contracts with clients and equity-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares in this offering will be approximately $674.0 million, based on the assumed initial public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds to be received by us will be approximately $776.1 million after deducting underwriting discounts and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $42.5 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $15.1 million, assuming an initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

We intend to use the net proceeds from this offering as follows:

The First Lien Term Loan Facility bears interest at a rate of, at our discretion and subject to certain exceptions either (i) an adjusted LIBOR + 4.00% or (ii) 3.00% plus the higher of (x) federal funds rate plus 1/2 of 1%, (y) the rate of interest reported by the Wall Street Journal, and (z) an adjusted LIBOR plus 1% base rate plus applicable rate, and is scheduled to mature on January 8, 2027. The Revolving Credit Facility bears interest at a rate of, at our discretion and subject to certain exceptions either (i) an adjusted LIBOR + 4.00%, 3.75% or 3.50% subject to the ratio of First Lien Net Leverage, which such levels shall be reduced by another 0.25% upon the consummation of this offering or (ii) 3.00%, 2.75%, or 2.50% subject to the ratio of First Lien Net Leverage, which such levels shall be reduced by another 0.25% upon the consummation of this offering plus the higher of (x) federal funds rate plus 1/2 of 1%, (y) the rate of interest reported by the Wall Street Journal, and (z) an adjusted LIBOR plus 1% base rate plus applicable rate, and is scheduled to mature on July 13, 2026. We incurred the outstanding borrowings under the Revolving Credit Facility to fund the VeraSci acquisition. See “Description of Certain Indebtedness” for more information about our First Lien Facilities.

Certain of the underwriters and/or their respective affiliates are lenders under the Revolving Credit Facility and the First Lien Term Loan Facility and, as a result, will receive a portion of the net proceeds from this offering that we intend to allocate to the repayment of such borrowings. See “Underwriting.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2021:

The information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at the pricing of this offering. You should read this information in conjunction with the sections titled “Use of Proceeds,” “Prospectus Summary—Summary Consolidated Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes thereto included elsewhere in this prospectus.

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The number of shares outstanding excludes:

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our share capital. We currently intend to retain any future earnings to fund the development and expansion of our business and, therefore, we do not anticipate paying cash dividends on our share capital in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our board of directors. In addition, because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the Credit Facilities, significantly restrict, and the terms of any future debt or preferred securities may further restrict, the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, which in turn limits our ability to pay dividends on our common stock. See “Description of Certain Indebtedness” and “Risk Factors—Risks Relating to Our Common Stock and this Offering—We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.”

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of our common stock in this initial public offering and the as adjusted net tangible book value per share of our common stock immediately after this offering.

As of March 31, 2021, our historical net tangible book deficit was $(1,448.0) million, or $(4.34) per share of common stock. Historical net tangible book deficit per share represents our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of March 31, 2021.

After giving effect to (i) the Distribution, (ii) the filing and effectiveness of our amended and restated certificate of incorporation and (iii) our sale of 45,000,000 shares of our common stock in this offering at an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2021 would have been approximately $(788.3) million, or $(2.08) per share. This represents an immediate increase in as adjusted net tangible book value of $2.26 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $18.08 per share to new investors purchasing shares of our common stock in this offering. Dilution in as adjusted net tangible book value (deficit) represents the difference between the price per share paid by investors in this offering and our net tangible book value per share of immediately after the offering.

The following table illustrates this dilution on a per share basis to investors in this offering:

Each $1.00 increase (decrease) in the assumed initial offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted net tangible book value by $42.5 million, or $0.11 per share, and the dilution per common share to new investors in this offering by $0.11 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. An increase of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase the as adjusted net tangible book value per share by $0.05 and decrease the dilution per share to new investors by $0.05, assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and estimated offering expenses payable by us. A decrease of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decrease the as adjusted net tangible book value per share by $0.05 and increase the dilution per share to new investors by $0.05, assuming no change in the assumed initial public offering price and after deducting underwriting discounts and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares in full, the as adjusted net tangible book value per share of our common stock after giving effect to this offering would be $(1.79) per share, and the dilution in net tangible book value per share to investors in this offering would be $17.79 per share.

The following table summarizes, on an as adjusted basis as of March 31, 2021, after giving effect to the adjustments described above, the difference among existing stockholders and new investors purchasing shares of

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our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at the initial public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $45.0 million and total consideration paid by all stockholders and average price per share paid by all stockholders by $45.0 million and $0.12 per share, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $16.0 million and total consideration paid by all stockholders and average price per share paid by all stockholders by $16.0 million and $0.02 per share, respectively, assuming the assumed initial public offering price remains the same.

The above assumes the underwriters do not exercise their option to purchase additional shares in this offering. If the underwriters fully exercise their option to purchase 6,750,000 additional shares of our common stock in this offering, the as adjusted net tangible book value per share would be $(1.65) per share and the dilution to new investors in this offering would be $17.65 per share. If the underwriters fully exercise their option to purchase additional shares, the number of shares held by new investors will increase to 51,750,000 shares of our common stock, or approximately 13% of the total number of shares of our common stock outstanding after this offering.

The information presented in the tables and discussions above excludes:

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with “Prospectus Summary—Summary Consolidated Financial and Operating Data,” and our consolidated financial statements and the related notes thereto and our unaudited condensed consolidated financial statements and the related notes thereto all included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus.

The following discussion and analysis presents operations, cash flows and stockholders’ equity for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of WCG Clinical, Inc. and subsidiaries for both the Predecessor and Successor periods. See “Basis of Presentation.”

Overview

We believe we are a leading provider of clinical trial solutions, focused on providing solutions that are designed to measurably improve the quality and efficiency of clinical research, stimulate growth and foster compliance. Our transformational solutions enable biopharmaceutical companies, CROs, and institutions to accelerate the delivery of new treatments and therapies to patients, while maintaining the highest standards of human protection. We leverage our differentiated strategic position at the center of the clinical trial ecosystem to provide new types of technology-enabled solutions to all stakeholders involved, with the aim to address the key critical pain points throughout the clinical trial process. We operate in two segments: the ER segment and the CTS segment. The ER segment accounted for 48% of our revenues and the CTS segment accounted for the remaining 52% of our revenues for the three months ended March 31, 2021. The ER segment accounted for 52% of our revenues and the CTS segment accounted for the remaining 48% of our revenues for the year ended December 31, 2020.

Ethical Review: The ER segment provides technology-enabled compliance services that assure the protection of the human participants who participate in clinical trials. Federal regulations mandate that clinical trial sponsors (e.g. biopharmaceutical companies) submit to a qualified IRB specific documents related to the conduct of the clinical trial. The IRB is an independent committee established to review and approve research involving human participants in the trial. The primary purpose of the IRB is to protect the rights and welfare of the human subjects. The IRB has the authority to approve, require modifications in (to secure approval), or disapprove clinical trials. The IRB is responsible for reviewing the following:

Clinical Trial Solutions: The CTS segment provides specialized services around the administration, conduct and optimization of clinical trials enabled by a variety of integrated technology-enabled solutions. These solutions include specialty clinical consulting services and proprietary software which provide integrated, end-to-end support of various steps of the clinical trial process that have been designed to optimize efficiency.

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The primary solutions within the CTS segment include:

During 2020, we supported a high volume of COVID-19 clinical trials, ultimately aiding in vaccine development. As such, despite the COVID-19 pandemic, we still experienced improved results in each of our segments.

Key Factors Affecting Performance

We believe that the growth of and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth and improve results of operations.

Growing Bookings, Backlog and Client Engagements

Our future operating results depend, in part, on our ability to grow our client engagements through expanding our solution capabilities, cross-selling our existing clients additional solutions and contracting with new, emerging clients. We monitor three key performance indicators to evaluate our visibility into anticipated revenue: bookings, backlog and client engagements.

Bookings performance in the first quarter of 2021 was positively impacted by strong results in all product lines with patient recruitment, scientific and regulatory services, solutions for clinical trial sites, and Ethical Review all posting strong growth over the first quarter of 2020. Bookings quarter-over-quarter reflected the strong results of operations from the expansion of our solution capabilities. Bookings were additionally catalyzed with our considerable investment in a high-level team of clinical experts who are engaged in executive solution selling with WCG’s key clients. Growth in bookings year-over-year for the second, third and fourth quarters of 2020 was both positively and negatively impacted by COVID-19, as we were engaged to support COVID-19 studies in each of our operating segments, while clinical trials for non-critical procedures were halted or delayed

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due to COVID-19 related lockdowns. As such, we saw growth in bookings year-over-year in these quarters, although at a lesser rate than the growth in the first quarter of 2020.

Backlog growth from 2019 and 2020 was predominantly driven by the strong bookings growth in 2020 along with the backlog that was acquired with the purchase of Trifecta.

Because our level of client engagements is directly proportional to the interest level in WCG solutions, that interest has grown with the number of service offerings we provide. Moreover, our strategy over the past few years to more closely engage with clinical research sites (of which there are thousands in the United States) has also provided us more opportunity to expand the reach of WCG in the industry and, in turn, expand our client engagements.

Investments in Growth

We have invested and intend to continue to invest in expanding the breadth and depth of our solutions, including through acquisitions and global expansion. We expect to continue to invest (i) in specialized clinical talent to expand our ability to deliver solutions to continue to improve clinical trials; (ii) in sales and marketing to promote our solutions to new and existing customers and in existing and expanded geographies; (iii) in research and development to support existing solutions and innovate new technology; and (iv) in other operational and administrative functions to support our expected growth. We expect that our headcount will increase over time and also expect our total operating expenses will continue to increase over time, albeit, at a rate lower than expected revenue growth in the long term.

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Components of Results of Operations

Revenues

Our revenues consist of fees for the review of clinical research trial protocols, technology-enabled specialty clinical consulting services which support various steps of the clinical trial process, and fees for software licenses and hosted software applications which support the conduct of effective clinical trials. The following describes the nature of our primary types of revenues and the revenue recognition policies as they pertain to the types of transactions we enter into with our clients.

Clinical consulting services are provided on a time-and-material basis, as a fixed-price contract or as a fixed-price per measure of output contract and the contract terms range from less than one year to over five years. The performance obligation of clinical consulting services is satisfied over time because the client simultaneously receives and consumes the benefits provided as the services are performed.

Some of these services are enabled by proprietary technology as discussed below.

Revenue from on-premise software licenses, whereby the client has the right to take contractual possession of the software, are recognized at the point in time when the software is delivered, and control has transferred to the client. Revenue from software hosting or SaaS arrangements is recognized ratably over the contractual term of the contract, as the client has the right to

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continuous use of the software at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. In software hosting arrangements, the rights provided to the client (e.g., license rights, contract termination provisions and the ability of the client to operate the software on its own in the case of an on-premise license agreement) are considered in determining whether the arrangement includes a license. In arrangements that include a software license, the associated license revenue is recognized at the point in time the software license has significant standalone value and the functionality of the license is not expected to substantively change due to ongoing activities.

We also separately provide software services that include configuration, maintenance and support, training and consulting. Revenue is recognized as services are performed, measured on a proportional-performance basis, using either input or output methods that are specific to the service provided.

Cost of Revenues (exclusive of depreciation and amortization)

Cost of revenues, excluding depreciation and amortization (referred to as “cost of revenues”), consists primarily of payroll, employee related expenses, site services, client reimbursable expenses, rent, review board fees, equity-based compensation and overhead directly attributable to the delivery of services and goods. This amount includes the direct labor costs used to provide our services. Cost of revenues do not include indirect expenses such as advertising, sales commissions, and other expenses that cannot be directly attributed to the goods or services we provide. We expect to add or expand service providers, make additional investments or add resources to support growth.

Operating Expenses

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Other Expense

Factors Affecting Results of Operations and Comparability

Acquisitions-related Activities

Change in Control Transaction:

On January 8, 2020, (the “effective date”), Da Vinci Purchaser Corp purchased all of the equity interests of WCG Holding IV Inc. and WCG Market Intelligence & Insights Inc. from WCG Holding IV LLC for total consideration of $3.2 billion (the “Transaction”). The Transaction was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis in the net assets acquired, measured at fair value on the effective date. See “Basis of Presentation.” As a result of the application of the acquisition method of accounting on the effective date, the financial statements for the Predecessor and Successor periods are presented on a different basis and are, therefore, not comparable. In connection with the Transaction, we recorded $1.6 billion of goodwill and $1.8 billion of intangible assets. As a result of the increase in intangible assets, amortization increased $132.9 million from the year ended December 31, 2019 to the year ended December 31, 2020. The goodwill recorded is not deductible for income tax purposes.

Concurrent with the closing of the Transaction, we issued $920.0 million of term loans under the First Lien Term Loan Facility and $345.0 million of term loans issued under the Second Lien Term Loan Facility. As part of the closing of the Transaction, all outstanding obligations under the Predecessor first lien credit facility and the Predecessor second lien credit facility were repaid.

We determined that the operational activities from January 1, 2020 through the close of the Transaction on January 8, 2020 were immaterial to the financial statements for the year ended December 31, 2020 and the three months ended March 31, 2020, and do not result in material differences in the amounts recognized on the consolidated balance sheet, consolidated statement of operations, or consolidated statement of cash flows. In light of the proximity of the effective date to the start of our January accounting period (i.e. only four business days from January 1, 2020 to the effective date, during which the Predecessor did not have material operations), we elected to present the activities from January 1, 2020 through January 7, 2020 in the Successor period (including the year ended December 31, 2020 and the three months ended March 31, 2020).

We expensed all transaction costs as incurred, which are included in acquisition-related expenses in the consolidated statements of operations, with the exception of certain expenses resulting from the change of control. For the Successor period, the Successor incurred $11.8 million of transaction costs. For the Predecessor period, the Predecessor incurred transaction costs of $10.2 million. See Note 1 to our consolidated financial statements appearing elsewhere in this prospectus.

Trifecta Acquisition: On November 1, 2020, we acquired Trifecta, which is a technology-enabled clinical trial solution company with its major asset being the comprehensive site communication platform. In connection

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with the Trifecta acquisition, we recorded $137.9 million of net assets acquired, $65.9 million of intangible assets subject to amortization, and $63.6 million of goodwill as of the acquisition date November 1, 2020. Net loss attributable to Trifecta from the acquisition date of November 1, 2020 to December 31, 2020 is $1.8 million. We incurred $0.9 million of transaction costs, primarily consisting of legal and advisory fees, associated with the Trifecta acquisition in the year ended December 31, 2020 and the costs were included in general and administrative expenses in the consolidated statements of operations. We also incurred costs for the issuance of debt, which were capitalized as debt issuance costs as of the acquisition date in the amount of $4.0 million. See Note 3 to our consolidated financial statements appearing elsewhere in this prospectus.

Avoca Acquisition: On April 1, 2021, we acquired Avoca, a life sciences solutions firm dedicated to improving quality and compliance in clinical trials. The Avoca Quality Consortium (AQC^®) is comprised of leading pharma, biotech, CRO, site, and clinical service provider companies with the shared objective of elevating clinical trial quality and bringing key stakeholders in the clinical trials process into greater alignment. In connection with the Avoca acquisition, the total purchase price was $44.0 million, of which $36.0 million was paid in cash and $8.0 million of membership interests in the Parent were granted at fair value as equity consideration. In addition, the sellers and certain participating Avoca employees have the opportunity to earn an additional $12.0 million in the aggregate by achieving certain future EBITDA targets. The acquisition of Avoca does not constitute a material business combination. See Note 17 to our consolidated financial statements appearing elsewhere in this prospectus.

Intrinsic Acquisition: On June 1, 2021, we acquired Intrinsic, a comprehensive medical imaging and cardiac safety core lab services firm. Intrinsic provides these services to customers in support of clinical trials across all therapeutic areas and device and software validation studies, including but not limited to advisory services, consulting services, data acquisition, data centralization and harmonization, data analysis, quality control, data processing, data review, data transfer, query management and reader management and oversight. In connection with the Intrinsic transaction, the total purchase price was $80.0 million which was funded entirely by the Company’s cash on hand. In addition, certain participating Intrinsic management team members have the opportunity to earn an additional $12.1 million in the aggregate by achieving certain future EBITDA targets. The Company is in the process of determining the purchase price valuation, and the allocation of the purchase price has not yet been completed. The acquisition of Intrinsic does not constitute a material business combination. See Note 17 of our condensed consolidated financial statements appearing elsewhere in this prospectus.

VeraSci Acquisition: On July 20, 2021, we completed the acquisition of “VeraSci”, a provider of innovative solutions that improve data quality in clinical trials, including endpoint and assessment services, rater training and certification, language services, and electronic clinical outcome assessment technology. We acquired all the outstanding shares of VeraSci for a purchase price of $330.0 million in cash, which was funded, along with transaction fees and expenses, by $200.0 million of term loan borrowings pursuant to the Third Amendment and $140.0 million of borrowings under our Revolving Credit Facility.

Impact of COVID-19

The continued spread of COVID-19 may adversely impact our business, financial condition or results of operations as a result of increased costs, negative impacts to our workforce or a sustained economic downturn. The extent to which the COVID-19 pandemic may impact our business in the future is highly uncertain and cannot be predicted. For example, revenue and bookings growth in 2020 was both positively and negatively impacted by COVID-19, as we were engaged to support COVID-19 studies in each of our operating segments, while clinical trials for non-critical procedures were halted or delayed due to COVID-19 related lockdowns, as further described below. In the first quarter of 2021, several COVID-19 vaccines were distributed within the markets with which we operate domestically and internationally. Consistent with the prior year, the impact of COVID-19 on our revenues and bookings was both positive and negative. In addition, a recession or a prolonged period of depressed economic activity related to COVID-19 and measures taken to mitigate its spread could have a material adverse effect on our business, financial condition and results of operations. Therefore, while we expect that this matter may impact our financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time. See “Risk Factors—Risks Related to Our Business—Our business may be subject to risks arising from natural disasters and epidemic diseases, such as the recent COVID-19 pandemic.”

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Results of Operations

Three Months ended March 31, 2021 Compared to Three Months ended March 31, 2020 (Unaudited)

The following table summarizes our unaudited statements of operations data for the three months ended March 31, 2021 and 2020: