Company registration number 13681613 (England and Wales)
SCIENCE 37 UK LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
SCIENCE 37 UK LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
SCIENCE 37 UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
Notes
£
£
Current assets
Other receivables
5
268,323
Cash and cash equivalents
530,050
798,373
Current liabilities
6
(415,458)
Net current assets
382,915
Non-current liabilities
7
(298,479)
Net assets
84,436
Equity
Called up share capital
10
1
Retained earnings
11
84,435
Total equity
84,436
The director of the company has elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 28 September 2023
David W. Coman
Director
Company Registration No. 13681613
SCIENCE 37 UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 15 October 2021
-
Period ended 31 December 2022:
Profit for the period
-
84,435
84,435
Issue of share capital
10
1
-
1
Balance at 31 December 2022
1
84,435
84,436
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
1
Accounting policies
Company information
Science 37 UK Limited (the 'company') is a private company limited by shares incorporated in England and Wales. The registered office is C/O Legalinx Limited, 207 Regent Street, London, United Kingdom, W1B 4HB.
1.1
Reporting period
The company was incorporated on 15 October 2021 and these financial statements are reporting on the period from date of incorporation to 31 December 2022.
The company was dormant from incorporation until trading commenced in February 2022.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Cash flow statement
Under FRS 102 the company is exempt from the requirement to prepare a cash flow statement on the grounds that the ultimate parent undertaking includes the company in its own published consolidated financial statements.
Related party transactions
The directors have taken advantage of the exemption contained in FRS 102 and have not disclosed related party transactions with parent and fellow subsidiary undertakings.
1.3
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
The financial statements have been prepared on the going concern basis which the director believes to be appropriate for the following reason. The Company is reliant for its working capital on funds provided to it by the Company’s parent undertaking, Science 37 Inc, a United States domiciled entity, whose parent Company, Science 37 Holdings is traded publically under the nasdaq trading symbol SNCE, through the intercompany service agreement where operating costs incurred by the Company are recharged to the parent undertaking.
The parent has provided the Company with an undertaking that it will, for at least 12 months from the date of the approval of these financial statements, continue to make available such funds as are needed by the Company. This should enable the Company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, he has no reason to believe that it will not do so. The director has undertaken a review of the parent company and he is satisfied the parent entity has sufficient funds to support the Company for the foreseeable future. The company does not have knowledge of significant uncertainties about the continuity of its operations for 2023 and subsequent periods.
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.4
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.
Revenue comprises an inter-company service agreement with the parent company, and relates solely to re-imbursed expenditure from Science 37 Inc.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to inter-company liabilities, as the share based payments relate to a group share incentive scheme issued by the US parent company whom will be levying a recharge to the company.
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations due to expiration of the maximum ten year term or due to employee termination, whereby vested shares are not exercised within 90 days of the termination date, are removed from options outstanding with no financial impact to the Company. Settlements (including those resulting from employee redundancies), if occurring prior to full vesting of the options settled, are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately. The Company has not had any such settlements since Incorporation.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Auditor's remuneration
2022
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
19,500
4
Employees
The average monthly number of persons (including directors) employed by the company during the period from commencement of trading in February 2022 to the period end was:
2022
Number
19
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 7 -
5
Trade and other receivables
2022
Amounts falling due within one year:
£
Amounts owed by group undertakings
233,103
Other receivables
351
233,454
Deferred tax asset (note 8)
34,869
268,323
6
Current liabilities
2022
£
Corporation tax
76,185
Other payables
7,894
Accruals
331,379
415,458
7
Non-current liabilities
2022
£
Amounts owed to group undertakings
298,479
The parent entity has extended long term funding to the company amounting to $333,000 or £298,479. There is no contractual obligation to repay this funding to the parent entity.
8
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
2022
Balances:
£
Unpaid employee remuneration
34,869
34,869
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
8
Deferred taxation
(Continued)
- 8 -
2022
Movements in the period:
£
Liability at 15 October 2021
-
Credit to profit or loss
(34,869)
Asset at 31 December 2022
(34,869)
9
Share-based payment transactions
Employees of Science 37 UK Ltd have been granted share options in the US listed parent company as part of the parent company Science 37 Holdings Inc.'s 2021 Incentive Award Plan (the "Plan"). The exercise price is the stock price at the date the option is granted. There is a 4 year vesting period; 25% of share options vest after 12 months of employment; remainder vest in equal monthly instalments over the 36-month period of continuous services from and after the initial vesting date. Stock options have a maximum term of ten years, as long as services are provided, as defined by the Plan. Terminated employees have 90 days, from the date of termination, in which to exercise vested stock options.
During the period to 31 December 2022 there were 498,213 options granted to employees in total, with 331,197 options remaining outstanding at the balance sheet date after deducting options that were cancelled during the period.
A share based payment charge has been made in the accounts of Science 37 UK Ltd of £135,460.
10
Share capital
2022
2022
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of 1p each
100
1
11
Retained earnings
2022
£
At the beginning of the period
Profit for the period
84,435
At the end of the period
84,435
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Robert Reynolds
Statutory Auditor:
Azets Audit Services
SCIENCE 37 UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 9 -
13
Related party transactions
The company has taken advantage of the provisions of the Financial Reporting Standard 102 Section 33 not to disclose transactions with other group companies on the basis that 100% of the voting rights are controlled within the group relevant to those other group companies.true
14
Ultimate controlling party
The Company is a wholly owned subsidiary of Science 37 Inc, a company registered in the United States. The ultimate controlling party of the Company is Science 37 Holdings Inc, a company registered in the United States. Their registered office address is 800 Park Offices Drive, Suite 3606, Research Triangle Park, North Carolina.
The only consolidated group financial statements which include the results of the Company are those of the group headed by Science 37 Holdings Inc. Copies of its consolidated financial statements are publicly available. The address of the registered office of the parent company is 800 Park Offices Drive, Suite 3606, Research Triangle Park, North Carolina.