UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
LifeSci Acquisition II Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
53229E103
(CUSIP Number)
December
31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1 (b) |
| ¨ | Rule 13d-1 (c) |
| x | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following page(s))
Page 1 of 7 Pages
| CUSIP No. 53229E103 | 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON
LifeSci Holdings LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,772,034 |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
1,772,034 | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,772,034 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7% | |
| 12 | TYPE OF REPORTING PERSON*
OO | |
| CUSIP No. 53229E103 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Andrew McDonald |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,772,034(1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,772,034(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,772,034(1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7% | |
| 12 | TYPE OF REPORTING PERSON*
IN | |
(1) Consists of shares owned by LifeSci Holdings LLC (“LifeSci Holdings”). Andrew McDonald shares voting and dispositive power over the shares owned by the LifeSci Holdings.
| CUSIP No. 53229E103 | 13G | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Michael Rice |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,772,034(1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,772,034(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,772,034(1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7% | |
| 12 | TYPE OF REPORTING PERSON*
IN | |
(1) Consists of shares owned by LifeSci Holdings. Michael Rice shares voting and dispositive power over the shares owned by the LifeSci Holdings.
| CUSIP No. 53229E103 | 13G | Page 5 of 7 Pages |
Explanatory Note
Item 1.
(a) Name of Issuer: LifeSci Acquisition II Corp.
(b) Address of Issuer's Principal Executive Offices:
250 W. 55th St., #3401
New York, NY 10019
Item 2.
(a) Name of Person Filing:
This statement is filed by:
(i) LifeSci Holdings LLC
(ii) Andrew McDonald
(iii) Michael Rice
(b) Address of Principal Business Office or if none, Residence:
c/o LifeSci Acquisition II Corp.
250 W. 55th St., #3401
New York, NY 10019
(c) Citizenship:
LifeSci Holdings LLC – Delaware
Andrew McDonald – United States
Michael Rice – United States
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 53229E103
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
LifeSci Holdings LLC – 1,772,034 shares.
Andrew McDonald – 1,772,034 shares. Consists of shares owned by LifeSci Holdings LLC.
Michael Rice – 1,772,034 shares. Consists of shares owned by LifeSci Holdings LLC.
| (b) | Percent of Class: |
LifeSci Holdings LLC – 17.7%
Andrew McDonald – 17.7%
Michael Rice – 17.7%
The foregoing percentages are based on 10,011,301 shares of common stock outstanding as of December 31, 2020.
| CUSIP No. 53229E103 | 13G | Page 6 of 7 Pages |
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
LifeSci Holdings LLC – 1,772,034
Andrew McDonald – 0
Michael Rice – 0
(ii) shared power to vote or to direct the vote:
LifeSci Holdings LLC – 0
Andrew McDonald – 1,772,034
Michael Rice – 1,772,034
(iii) sole power to dispose or to direct the disposition of:
LifeSci Holdings LLC – 1,772,034
Andrew McDonald – 0
Michael Rice – 0
(iv) shared power to dispose or to direct the disposition of:
LifeSci Holdings LLC – 0
Andrew McDonald – 1,772,034
Michael Rice – 1,772,034
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable
Item 8. Identification and Classification of Members of the Group: Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certifications: Not Applicable
| CUSIP No. 53229E103 | 13G | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 16, 2021
| LIFESCI HOLDINGS LLC | ||
| By: | /s/ Andrew McDonald | |
| Name: Andrew McDonald | ||
| Title: Managing Member | ||
| By: | /s/ Michael Rice | |
| Name: Michael Rice | ||
| Title: Managing Member | ||
| /s/ Andrew McDonald | ||
| Andrew McDonald | ||
| /s/ Michael Rice | ||
| Michael Rice | ||