Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | Lifesci Acquisition II Corp. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 10,011,301 | |
Entity Central Index Key | 0001819113 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Trading Symbol | LSAQ | |
Title of 12(b) Security | Shares of Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets | ||
Cash | $ 727,926 | $ 25,000 |
Prepaid expenses | 153,348 | |
Total Current Assets | 881,274 | 25,000 |
Deferred offering costs | 28,000 | |
Cash and marketable securities held in Trust Account | 80,110,005 | |
TOTAL ASSETS | 80,991,279 | 53,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 89,320 | 1,000 |
Accrued offering costs | 28,000 | |
Total Liabilities | 89,320 | 29,000 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 7,590,195 shares at $10.00 per share | 75,901,950 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,421,106 and 2,156,250 shares issued and outstanding (excluding 7,590,195 and no shares subject to possible redemption) at March 31, 2021 and June 30, 2020, respectively | 242 | 216 |
Additional paid-in capital | 5,186,529 | 24,784 |
Accumulated deficit | (186,762) | (1,000) |
Total Stockholders' Equity | 5,000,009 | 24,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 80,991,279 | $ 53,000 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Jun. 30, 2020 |
Shares subject to possible redemption | 7,590,195 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 2,421,106 | 2,156,250 |
Common stock, shares outstanding | 2,421,106 | 2,156,250 |
Common stock subject to possible redemption | ||
Shares subject to possible redemption | 7,590,195 | 7,590,195 |
Shares subject to possible redemption, par value per share | $ 10 | $ 10 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | |
Formation and operating costs | $ 119,891 | $ 0 | $ 1,000 | $ 205,355 |
Loss from operations | (119,891) | 0 | (1,000) | (205,355) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 14,752 | 0 | 0 | 19,593 |
Net loss | (105,139) | $ 0 | $ (1,000) | (185,762) |
Redeemable common stock | ||||
Other income: | ||||
Interest earned on marketable securities held in Trust Account | $ 14,752 | $ 19,593 | ||
Weighted average shares outstanding of common stock | 8,009,041 | 8,009,041 | ||
Basic and diluted net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Non-redeemable common stock | ||||
Other income: | ||||
Net loss | $ (105,139) | $ (1,000) | $ (185,762) | |
Weighted average shares outstanding of common stock | 1,990,948 | 1,875,000 | 1,875,000 | 1,913,085 |
Basic and diluted net loss per common share | $ (0.05) | $ 0 | $ 0 | $ (0.10) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 17, 2019 | ||||
Balance at the beginning (in shares) at Dec. 17, 2019 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (1,000) | (1,000) | ||
Balance at the end at Dec. 31, 2019 | (1,000) | (1,000) | ||
Balance at the beginning at Dec. 17, 2019 | ||||
Balance at the beginning (in shares) at Dec. 17, 2019 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (1,000) | |||
Balance at the end at Mar. 31, 2020 | $ 216 | 24,784 | (1,000) | 24,000 |
Balance at the end (in shares) at Mar. 31, 2020 | 2,156,250 | |||
Balance at the beginning at Dec. 31, 2019 | (1,000) | (1,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock to Sponsor | $ 216 | 24,784 | 25,000 | |
Issuance of common stock to Sponsor (in shares) | 2,156,250 | |||
Net loss | 0 | |||
Balance at the end at Mar. 31, 2020 | $ 216 | 24,784 | (1,000) | 24,000 |
Balance at the end (in shares) at Mar. 31, 2020 | 2,156,250 | |||
Balance at the beginning at Jun. 30, 2020 | $ 216 | 24,784 | (1,000) | 24,000 |
Balance at the beginning (in shares) at Jun. 30, 2020 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (80) | (80) | ||
Balance at the end at Sep. 30, 2020 | $ 216 | 24,784 | (1,080) | 23,920 |
Balance at the end (in shares) at Sep. 30, 2020 | 2,156,250 | |||
Balance at the beginning at Jun. 30, 2020 | $ 216 | 24,784 | (1,000) | 24,000 |
Balance at the beginning (in shares) at Jun. 30, 2020 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (185,762) | |||
Balance at the end at Mar. 31, 2021 | $ 242 | 5,186,529 | (186,762) | 5,000,009 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,421,106 | |||
Balance at the beginning at Sep. 30, 2020 | $ 216 | 24,784 | (1,080) | 23,920 |
Balance at the beginning (in shares) at Sep. 30, 2020 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Aggregate purchase price | $ 801 | 78,231,111 | $ 78,231,912 | |
Sale of Public Shares (in shares) | 8,009,041 | 8,009,041 | ||
Sale of 3,146,454 Private Warrants | 2,831,809 | $ 2,831,809 | ||
Common stock subject to possible redemption | $ (761) | (76,006,329) | (76,007,090) | |
Common stock subject to possible redemption (in shares) | (7,600,709) | |||
Net loss | (80,543) | (80,543) | ||
Balance at the end at Dec. 31, 2020 | $ 256 | 5,081,375 | (81,623) | 5,000,008 |
Balance at the end (in shares) at Dec. 31, 2020 | 2,564,582 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock subject to possible redemption | $ 1 | 105,139 | 105,140 | |
Common stock subject to possible redemption (in shares) | 10,514 | |||
Forfeiture of Founder Shares | $ (15) | 15 | ||
Forfeiture of Founder Shares (in shares) | (153,990) | |||
Net loss | (105,139) | (105,139) | ||
Balance at the end at Mar. 31, 2021 | $ 242 | $ 5,186,529 | $ (186,762) | $ 5,000,009 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,421,106 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Dec. 31, 2020shares | |
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | |
Sale of Public Shares (in shares) | 8,009,041 |
Sale of warrants (in shares) | 3,146,454 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,000) | $ (185,762) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | 0 | (19,593) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (153,348) |
Accounts payable and accrued expenses | 1,000 | 88,320 |
Net cash used in operating activities | 0 | (270,383) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (80,090,412) |
Net cash used in investing activities | 0 | (80,090,412) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | 0 | 78,488,602 |
Proceeds from sale of Private Warrants | 0 | 2,831,809 |
Proceeds from promissory note - related party | 0 | 175,000 |
Repayment of promissory note - related party | 0 | (175,000) |
Payments of offering costs | 0 | (256,690) |
Net cash provided by financing activities | 25,000 | 81,063,721 |
Net Change in Cash | 25,000 | 702,926 |
Cash - Beginning | 0 | 25,000 |
Cash - Ending | 25,000 | 727,926 |
Non-Cash Investing and Financing Activities: | ||
Initial classification of common stock subject to possible redemption | 0 | 76,087,640 |
Change in value of common stock subject to possible redemption | 0 | $ (185,690) |
Sponsor | ||
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS LifeSci Acquisition II Corp. (the “Company”) was incorporated in Delaware on December 18, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in North America in the healthcare industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 20, 2020. On November 24, 2020 the Company consummated the Initial Public Offering of 8,009,041 shares of common stock (the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 509,041 Public Shares, at $10.00 per Public Share, generating gross proceeds of $80,090,410 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,146,454 warrants (the “Private Warrants”) at a price of $0.90 per Private Warrant in a private placement to LifeSci Holdings, LLC (the “Sponsor”), an entity affiliated LifeSci Capital LLC, generating gross proceeds of $2,831,809, which is described in Note 4. Transaction costs amounted to $1,858,498, consisting of $1,601,808 in cash underwriting fees and $256,690 of other offering costs. Following the closing of the Initial Public Offering on November 24, 2020, an amount of $80,090,410 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity of 183 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of amounts previously released to the Company to pay its tax obligations and for working capital purposes, subject to an annual limit of $250,000) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares sold in the Initial Public Offering upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or for working capital purposes). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and other initial stockholders (collectively, the “Initial Stockholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5), and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares. The Company will have until November 24, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. The Sponsor and Chardan Healthcare Investments LLC have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 23, 2020, as well as the Company’s Current Reports on Form 8‑K, as filed with the SEC on November 25, 2020, and December 1, 2020. The interim results for the three and nine months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending June 30, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and June 30, 2020. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $1,858,498 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $39,000, which had a full valuation allowance recorded against it of approximately $39,000. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended March 31, 2021 the Company recorded no income tax expense. The Company’s effective tax rate for the three and nine months ended March 31, 2021 was zero, which differs from the expected income tax rate due to the start-up costs which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in connection with the private placement to purchase 3,146,454 shares of common stock in the calculation of diluted loss per common share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, less applicable franchise and income taxes, by the weighted average number of redeemable common stock outstanding for the period. Net loss per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, less income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the period. Weighted average shares were reduced for the effect of an aggregate of 281,250 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from December 18, 2019 Three Months Three Months Nine Months (inception) Ended Ended Ended Through March 31, March 31, March 31, March 31, 2021 2021 2021 2020 Redeemable Common Stock $ $ $ $ Numerator: Earnings allocable to Redeemable Common Stock Interest Income 14,752 — 19,593 — Income and Franchise Tax (14,752) — (19,593) — Net earnings — — — — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 8,009,041 — 8,009,041 — Earnings/Basic and Diluted Redeemable Common Stock — — Non-Redeemable Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net loss (105,139) — (185,762) (1,000) Redeemable earnings — — — — Non-Redeemable Net Loss (105,139) — (185,762) (1,000) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted 1,990,948 1,875,000 1,913,085 1,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock (0.05) (0.10) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 9 Months Ended |
Mar. 31, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 8,009,041 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 509,041 Public Shares, at a purchase price of $10.00 per Public Share. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Mar. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,146,454 Private Warrants at a price of $0.90 per Private Warrant for an aggregate purchase price of $2,831,809. Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per warrant. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 1, 2020, the Company issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On September 30, 2020, LifeSci Holdings LLC transferred 215,625 Founder Shares to Chardan Healthcare Investments LLC, an investor in the Sponsor. The Founder Shares included an aggregate of up to 153,990 shares of common stock that remained subject to forfeiture by the Sponsor, following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On January 8, 2021, the underwriters’ election to exercise their remaining over-allotment option expired unexercised, resulting in 127,260 shares no longer subject to forfeiture and the forfeiture of 153,990 shares. Accordingly, as of January 8, 2021, there were 2,002,260 Founder Shares issued and outstanding. The Sponsor and Chardan Healthcare Investments LLC have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30‑trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on November 20, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial support. For the three and nine months ended March 31, 2021, the Company incurred $30,000 and $40,000, respectively, in fees for these services, of which $40,000 is included in accrued expenses in the accompanying unaudited condensed balance sheets. Promissory Note — Related Party On June 19, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $175,000. The Promissory Note was non-interest bearing and payable within 15 days of the Sponsor providing the Company with written notice of demand. The outstanding balance under the Promissory Note of $175,000 was repaid at the closing of the Initial Public Offering on November 24, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $500,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $0.90 per warrant. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Warrants. As of March 31, 2021 and June 30, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on November 20, 2020, the holders of the Founder Shares and the Private Warrants and any shares that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration and stockholder rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Warrants can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Sponsor and its related persons may not, with respect to the Private Warrants purchased by it, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Initial Public Offering, as long as the Sponsor or any of its related persons are beneficial owners of Private Warrants. Underwriting Agreement The Company granted the underwriters a 45‑day option from the date of the Initial Public Offering to purchase up to 1,125,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 509,041 Public Shares, a total of 615,959 Public Shares remained available for purchase at a price of $10.00 per Public S The underwriters were paid cash underwriting discount of $0.20 per Public Share, or $1,601,808 in the aggregate. Business Combination Marketing Agreement The Company has engaged LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann “) as advisors in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay LifeSci Capital LLC and Ladenburg Thalmann a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $2,803,164, (exclusive of any applicable finders’ fees which might become payable) with 75% of such fee payable to LifeSci Capital LLC and 25% to Ladenburg Thalmann; provided that up to 33% of the fee may be allocated in the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in Initial Public Offering that assist the Company in identifying and consummating a Business Combination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021, there were 2,421,106 shares of common stock issued and outstanding, excluding 7,590,195 shares of common stock subject to possible redemption. Warrants —The Private Warrants will become exercisable at any time commencing on the later of (1) one year after the closing of the Initial Public Offering or (2) the consummation of a Business Combination; provided that the Company has an effective and current registration statement covering the shares of common stock issuable upon the exercise of the Public Warrants and a current prospectus relating to such shares of common stock. The Private Warrants purchased by the Sponsor will be exercisable on a cashless basis and not be exercisable more than five years from the commencement of sales of the Initial Public Offering, in accordance with FINRA Rule 5110(g)(8)(A), as long as the Sponsor or any of its related persons beneficially own these Private Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 "Investments - Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At March 31, 2021, assets held in the Trust Account were comprised of cash of $20,494 and U.S. treasury securities of $80, 089,511. During the three and nine months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amortized Unrealized Held-To-Maturity Level Cost Gain Fair Value March 31, 2021 U.S. Treasury Securities (Mature on 6/3/2021) 1 $ 80,089,511 $ 8,086 $ 80,097,597 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On May 6, 2021, the Company entered into an Agreement and Plan of Merger with Science 37, Inc., a company focused on providing customers with a platform to access clinical research. Completion of the transaction is subject to approval of the Company's stockholders and the satisfaction or waiver of certain other customary closing conditions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 23, 2020, as well as the Company’s Current Reports on Form 8‑K, as filed with the SEC on November 25, 2020, and December 1, 2020. The interim results for the three and nine months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending June 30, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and June 30, 2020. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $1,858,498 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had a deferred tax asset of approximately $39,000, which had a full valuation allowance recorded against it of approximately $39,000. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended March 31, 2021 the Company recorded no income tax expense. The Company’s effective tax rate for the three and nine months ended March 31, 2021 was zero, which differs from the expected income tax rate due to the start-up costs which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in connection with the private placement to purchase 3,146,454 shares of common stock in the calculation of diluted loss per common share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, less applicable franchise and income taxes, by the weighted average number of redeemable common stock outstanding for the period. Net loss per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, less income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the period. Weighted average shares were reduced for the effect of an aggregate of 281,250 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from December 18, 2019 Three Months Three Months Nine Months (inception) Ended Ended Ended Through March 31, March 31, March 31, March 31, 2021 2021 2021 2020 Redeemable Common Stock $ $ $ $ Numerator: Earnings allocable to Redeemable Common Stock Interest Income 14,752 — 19,593 — Income and Franchise Tax (14,752) — (19,593) — Net earnings — — — — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 8,009,041 — 8,009,041 — Earnings/Basic and Diluted Redeemable Common Stock — — Non-Redeemable Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net loss (105,139) — (185,762) (1,000) Redeemable earnings — — — — Non-Redeemable Net Loss (105,139) — (185,762) (1,000) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted 1,990,948 1,875,000 1,913,085 1,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock (0.05) (0.10) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of the calculation of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from December 18, 2019 Three Months Three Months Nine Months (inception) Ended Ended Ended Through March 31, March 31, March 31, March 31, 2021 2021 2021 2020 Redeemable Common Stock $ $ $ $ Numerator: Earnings allocable to Redeemable Common Stock Interest Income 14,752 — 19,593 — Income and Franchise Tax (14,752) — (19,593) — Net earnings — — — — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 8,009,041 — 8,009,041 — Earnings/Basic and Diluted Redeemable Common Stock — — Non-Redeemable Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net loss (105,139) — (185,762) (1,000) Redeemable earnings — — — — Non-Redeemable Net Loss (105,139) — (185,762) (1,000) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted 1,990,948 1,875,000 1,913,085 1,875,000 Loss/Basic and Diluted Non-Redeemable Common Stock (0.05) (0.10) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Summary of assets that are measured at fair value on a recurring basis | Amortized Unrealized Held-To-Maturity Level Cost Gain Fair Value March 31, 2021 U.S. Treasury Securities (Mature on 6/3/2021) 1 $ 80,089,511 $ 8,086 $ 80,097,597 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details) - USD ($) | Nov. 24, 2020 | Mar. 31, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Warrants | $ 0 | $ 2,831,809 | |
Sale of Stock, Transaction Costs | $ 1,858,498 | ||
Cash underwriting fees | 1,601,808 | ||
Other offering costs | $ 256,690 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Working capital subject to annual limit | $ 250,000 | ||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 20.00% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Threshold business days for redemption of public shares | 5 days | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 8,009,041 | ||
Share price per share | $ 10 | ||
Gross proceeds from sale of units | $ 80,090,410 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 509,041 | 509,041 | |
Share price per share | $ 10 | ||
Private Placement | Private Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 3,146,454 | ||
Exercise price of warrants | $ 0.90 | ||
Proceeds from sale of Private Warrants | $ 2,831,809 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | Nov. 24, 2020 | Mar. 31, 2021 | Jun. 30, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Temporary Equity, Shares Outstanding | 7,590,195 | 0 | |
Transaction costs | $ 1,858,498 | ||
Deferred tax asset | $ 39,000 | ||
Valuation allowance on deferred tax asset | 39,000 | ||
Income tax expense | $ 0 | $ 0 | |
Effective tax rate (as a percent) | 0.00% | 0.00% | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - USD ($) | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2021 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Common stock that were subject to forfeiture | 281,250 | ||||||
Redeemable Common Stock | |||||||
Interest Income | $ 14,752 | $ 0 | $ 0 | $ 19,593 | |||
Non-Redeemable Common Stock | |||||||
Net loss | $ (1,000) | (105,139) | $ (80,543) | $ (80) | $ 0 | $ (1,000) | (185,762) |
Redeemable common stock | |||||||
Redeemable Common Stock | |||||||
Interest Income | 14,752 | 19,593 | |||||
Income and Franchise Tax | $ (14,752) | $ (19,593) | |||||
Non-Redeemable Common Stock | |||||||
Weighted average shares outstanding of common stock, Basic and Diluted | 8,009,041 | 8,009,041 | |||||
Basic and diluted net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 | |||
Non-redeemable common stock | |||||||
Non-Redeemable Common Stock | |||||||
Net loss | $ (105,139) | $ (1,000) | $ (185,762) | ||||
Non-Redeemable Net Loss | $ (105,139) | $ (1,000) | $ (185,762) | ||||
Weighted average shares outstanding of common stock, Basic and Diluted | 1,990,948 | 1,875,000 | 1,875,000 | 1,913,085 | |||
Basic and diluted net loss per common share | $ (0.05) | $ 0 | $ 0 | $ (0.10) | |||
Redeemable warrants | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Shares excluded since their inclusion would be anti-dilutive | 3,146,454 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Federal Depository Insurance Coverage | $ 250,000 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Nov. 24, 2020 | Mar. 31, 2021 |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 8,009,041 | |
Price per share | $ 10 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 509,041 | 509,041 |
Price per share | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 24, 2020 | Mar. 31, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 0 | $ 2,831,809 | |
Private Placement | Private Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 3,146,454 | ||
Price of warrants | $ 0.90 | ||
Aggregate purchase price | $ 2,831,809 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jan. 08, 2021shares | Sep. 30, 2020shares | Jan. 01, 2020USD ($)D$ / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021shares | Jun. 30, 2020shares |
Related Party Transaction [Line Items] | ||||||
Sale of Public Shares (in shares) | 8,009,041 | |||||
Aggregate purchase price | $ | $ 78,231,912 | |||||
Common stock, shares issued | 2,421,106 | 2,156,250 | ||||
Common stock, shares outstanding | 2,421,106 | 2,156,250 | ||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Common stock, shares issued | 2,002,260 | |||||
Common stock, shares outstanding | 2,002,260 | |||||
Founder Shares | First Fifty Percent Of Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of shares or warrants agreed not be transferred, assigned, sold or released from escrow | 50.00% | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 6 months | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Founder Shares | Remaining Fifty Percent Of Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of shares or warrants agreed not be transferred, assigned, sold or released from escrow | 50.00% | |||||
Sponsor | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of Public Shares (in shares) | 2,156,250 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Maximum shares subject to forfeiture (in shares) | 153,990 | |||||
Number of shares subject to forfeiture (in shares) | 153,990 | |||||
Number of shares not subject to forfeiture | 127,260 | |||||
Sponsor | Chardan Healthcare Investments LLC | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of Public Shares (in shares) | 215,625 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | Nov. 24, 2020 | Nov. 20, 2020 | Jun. 19, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | |||||||
Repayment of promissory note - related party | $ 0 | $ 175,000 | |||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | $ 10,000 | ||||||
Expenses incurred | $ 30,000 | 40,000 | |||||
Administrative Support Agreement | Accrued expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred | 40,000 | ||||||
Promissory Note with Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding borrowings | $ 175,000 | ||||||
Period To Repay Debt After Receiving Written Notice Of Demand | 15 days | ||||||
Repayment of promissory note - related party | $ 175,000 | ||||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding borrowings | 0 | 0 | $ 0 | ||||
Maximum loans convertible into warrants | $ 500,000 | $ 500,000 | |||||
Price of warrants (in dollars per share) | $ 0.90 | $ 0.90 |
COMMITMENTS - Registration and
COMMITMENTS - Registration and Stockholder Rights (Details) | 9 Months Ended |
Mar. 31, 2021item | |
COMMITMENTS | |
Maximum demands that entity register on securities | 2 |
Threshold period to exercise registration rights | 3 months |
Maximum demand registration right at entity's expense | 1 |
Threshold period to exercise registration rights from the effective date of registration statement of Initial Public Offering | 5 years |
Threshold period to exercise "piggy-back" registration rights from the effective date of registration statement of Initial Public Offering | 7 years |
COMMITMENTS - Underwriting Agre
COMMITMENTS - Underwriting Agreement (Details) - USD ($) | Nov. 24, 2020 | Mar. 31, 2021 | Jun. 30, 2020 |
Commitments And Contingencies [Line Items] | |||
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 | |
Deferred fee per unit | $ 0.20 | ||
Deferred underwriting fee payable | $ 1,601,808 | ||
Initial Public Offering | |||
Commitments And Contingencies [Line Items] | |||
Common Stock, Shares Authorized | 1,125,000 | ||
Number of units issued | 8,009,041 | ||
Number of units available | 615,959 | ||
Over-allotment | |||
Commitments And Contingencies [Line Items] | |||
Number of units issued | 509,041 | 509,041 | |
Unit price | $ 10 |
COMMITMENTS - Business combinat
COMMITMENTS - Business combination marketing agreement (Details) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
LifeSci Capital LLC | |
Commitments And Contingencies [Line Items] | |
Cash fee for services as percentage of gross proceeds of IPO | 3.50% |
Cash fee for services on gross proceeds of IPO | $ 2,803,164 |
Percentage of fees payable to service provider | 75.00% |
Ladenburg Thalmann | |
Commitments And Contingencies [Line Items] | |
Percentage of fees payable to service provider | 25.00% |
Percentage of fees that can be allocated to third party service provider | 33.00% |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Jun. 30, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | Mar. 31, 2021Vote$ / sharesshares | Jun. 30, 2020$ / sharesshares |
STOCKHOLDERS' EQUITY | ||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 2,421,106 | 2,156,250 |
Common shares, shares outstanding (in shares) | 2,421,106 | 2,156,250 |
Shares subject to possible redemption | 7,590,195 | 0 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) - Redeemable warrants | 9 Months Ended |
Mar. 31, 2021 | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term from the closing of the initial public offering | 1 year |
Public Warrants expiration term | 5 years |
FAIR VALUE MEASUREMENTS - Gross
FAIR VALUE MEASUREMENTS - Gross holding gains and fair value of held-to-maturity securities (Details) | Mar. 31, 2021USD ($) |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Cash held in the Trust Account | $ 20,494 |
Assets held in the Trust Account | 80,110,005 |
U.S. Treasury Securities | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Assets held in the Trust Account | 80,089,511 |
U.S. Treasury Securities | Level 1 | Recurring | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Amortized Cost | 80,089,511 |
Unrealized Gain | 8,086 |
Fair Value | $ 80,097,597 |