# LIFESCI CAPITAL, LLC X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: LIFESCI CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0001580446-26-000002 - CIK: 1580446 - File #: 8-69305 - Type: Broker-dealer - Material weakness: No - Auditor: DCPA - Auditor location: Century City, CA - Contact: Steven C Bender - Phone: 646.290.7248 - Email: sbender@modernrs.com - Website: modernrs.com - Signed by: Steven C Bender (Principal Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1580446/000158044626000002/LPUB.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0 MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-S PART** Ill | | FACING PAGE | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|------------------------------------------|----------------------|--| | Information Required Pursuant to Rules 17a-5, 17a-12, and l Sa-7 under the Securities Exchange Act of 1934 | | | | | | FILING FOR THE PERIOD BEGINNING | ----------
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1/1/25
12/31/25
AND ENDING | | | | | | MM/DD/ YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | LifeSci
Capital,
NAME OF FIRM: | ____________________________
LLC | | _ | | | TYPE OF REGISTRANT (check all applicable boxes):
□ Securit
□ Broker-dealer
■
D Check here if respondent is also an OTC derivatives dealer | y-based swap dealer | □ Major security-based sw ap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 1700
Broadway,
40th | Floor | | | | | | {No. and Street) | | | | | New
York | NY | | 10019 | | | {City) | {State) | | {Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Steven
C
Bender | 646.290.7248 | | sbender@modernrs.com | | | {Name) | (Area Code - Telephone Number) | | {Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT w hose reports are contained in this filing*
DCPA | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 2121
Avenue
of
the
Stars | Century
City | CA | 90067 | | | {Address) | (City) | {State) | (Zip Code) | | | 9/15/2020 | | 6567 | | | | | | | | | | | FOR OFFICIAL USE ONLY | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S{e)(l)(ii), if applicable. **Persons who are to respond t o the collection of information contained in this form are not required to respond unless t he form displays a currently valid 0MB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** Steven C Bender LifeSci Capital, LLC I, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of ---------------------------~ as of December 31 025 \_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_, 2 \_\_ , is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Principal Financial Officer Title: #### **This filing\*\* contains (check all applicable boxes):** - ~ (a ) Statement of financial con dition. - ~ (b) Notes to consolidated st atement of financial condition. - D (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - □ (d) Statement of cash flows. - □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - □ (g) Notes to consolidated financial statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exh ibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and t he reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as appl icable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of fina ncial data for subsidiaries not consolidated in the statement of financial condition. - ~ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - I!!!!! (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as appl icable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent publ ic accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). □ (z) Other: \_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5{e){3} or 17 CFR 240.18a-7{d){2}, as applicable. {2}------------------------------------------------ ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** DCPA ""' ( To Those Charged with Governance and the Members of LifeSci Capital LLC: #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of LifeSci Capital LLC (the "Company") as of December 31, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. **DCPA** DCPA We have served as the Company's auditor since 2022. Century City, California February 27, 2026 {3}------------------------------------------------ # **LIFESCI CAPITAL LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** #### **ASSETS** | Cash | \$
15,412,448 | |---------------------------------------|------------------| | Accounts receivable, net | 4,193,541 | | Commission receivable | 10,402,232 | | Accounts at clearing broker | 3,958,346 | | Investments, at FMV | 1,232,444 | | Due from affiliate | 175,000 | | Prepaid expenses and other assets | 160,932 | | TOTAL ASSETS | \$
35,534,943 | | LIABILITIES AND MEMBERS' EQUITY | | | Liabilities | | | Accounts payable and accrued expenses | \$
10,452,905 | | Due to affiliate | 2,892,889 | | Deferred income | 1,898,875 | | Total liabilities | 15,244,669 | | Members' equity | | | Members' equity | 20,290,274 | | Total members' equity | 20,290,274 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$
35,534,943 | {4}------------------------------------------------ # 1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### *Nature of Operations* LifeSci Capital LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). The Company was organized on March 14, 2013 in the State of New York and engages in the investment banking, mergers & acquisitions advisory services, sale of hedge funds and other private funds, and research. #### *Basis of Accounting* Revenues and expenses are recorded on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States ("GAAP"). #### *Commission Receivable* Public equity underwriting income, due but not yet received, that is expected to be collected within the next 90 days is recorded at net realizable value. If amounts become uncollectible, they will be charged to operationswhen that determination is made. As of December 31, 2025 there is a reserve for doubtful accounts of \$0. ### *Accounts Receivable* Investment banking income, due but not yet received, that is expected to be collected within one year is recorded at net realizable value. As of December 31, 2025 there is a reserve for doubtful accounts of \$266,400 recognized in a prior year. If amounts become uncollectible, they will be charged to operationswhen that determination is made. During the year ended December 31, 2025, the Company determined \$390,000 to be uncollectible and charged against operations. ### *Income Taxes* The Company is a multiple member LLC and is treated as a partnership for income tax purposes. The operating results of the Company are passed through to its members. Therefore, no provision or liability for federal income taxes has been included in the financial statements. As of December 31, 2025, tax years 2022, 2023 and 2024 are subject to examination by the tax authorities. The Company has evaluated its current tax positions and has concluded that as of December 31, 2025, the Company does not have any significant uncertain tax positions for which a reserve would be necessary. The Company is liable for State taxes and Unincorporated Business Tax (UBT) on revenues generated in the State of New York. On account of state tax and UBT, a balance payable of \$426,433 is included in other operating expenses on the Statement of Income for the year ended December 31, 2025. {5}------------------------------------------------ # **1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNT ING POLICIES – (continued)** #### *Use of Estimates* The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### *Leases* The Company shares its office space with LifeSci Advisors ("Advisors"), an affiliate, under the terms of an expense sharing agreement, which is cancelable with reasonable notice. This agreement is not subject to ASC 482. The Company records shared expenses monthly as billed. #### *Underwriting Income* The Company provides a full range of capital markets and financial advisory services. Capital markets services include underwriting and private placement agent services in both equity and debt capital markets, including private equity placements, initial public offerings and secondary offerings. Underwriting and placement agent revenues are recognized at a point in time on trade date, as the client obtains the control and benefit of the capital markets offering at that point. ### *Investment Banking* The Company earns fees from investment banking and private placement fees. The Company recognizes these revenues as its associated performance obligations are completed, in accordance with terms of written engagement agreements with customers. These agreements provide for various billing arrangements such as on-going retainers and transaction success fees. In certain instances the Company will receive stock as payment in lieu of cash. At December 31, 2025 the Company received a total of \$1,232,444 from two separate transactions. Success fees are recognized upon the underlying transaction closure, at which point the Company's performance obligations have been completed; the transaction price is known or estimable; and the collection is reasonably assured. Retainers are non-refundable and generally not recognized in the period when billed, but deferred until the Company's completion of its performance obligations. The Company had \$1,898,875 of open contracts at December 31, 2025. {6}------------------------------------------------ # **1) NATURE OFOPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)** ### *Commissions* The Company derives revenue from transactions in which the Company facilitates the self-directed buying and selling of securities for its customers through its clearing broker. Commissions and related clearing expenses are recorded on the trade date. The Company has determined that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument, counterparties are identified, the pricing is agreed upon and the risks and rewards of ownership have transferred to/from the customer. # **2) RELATED PARTY TRANSACTIONS** Pursuant to an expense sharing agreement (the "ESA") dated March 11, 2014, Advisors provides certain support services for the Company including, among others, employee compensation, office space, office supplies, and communications in the normal course of business. The Company pays a monthly fee in relation to the ESA. For the year ended December 31, 2025, fees charged by Advisors totaled \$8,725,126. The due to affiliate of \$2,892,889 is due to Advisors. The due from affiliate at December 31, 2025, consisted of \$175,000 due from LifeSci Investments for a prior year transaction that will be collected in the future. All affiliates are related by common ownership. All receivables and payable are non-interest bearing and due on demand. It is possible that the terms of certain of the related party transactions are not the same as those that would result for transactions among wholly unrelated parties. # **3) CONCENTRATIONS OF RISK** The Company maintains its cash balances at a major financial institution. The balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000.As of December 31, 2025, the Company maintained \$15,162,448 in excess of the insured balances. The Company has not experienced any losses in such accounts and believes its financial balances are on deposit with a financially stable institution. The Company engages in various investment banking services. In the event customers do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the customers. It is the Company's policy to review, as necessary, the credit standing of each customer. # **4) NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule ("SEC Rule 15c3-l"), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$4,126,125 which is \$3,109,814 in excess of required net capital of \$1,016,311. The Company's net capital ratio at December 31, 2025 is 3.69 to 1. {7}------------------------------------------------ ### **5) ANNUAL REPORT ON FORM X-17A-5** The annual report to the Securities and Exchange Commission on Form 17A-5 is available for examination and copying at the Company's office and at the regional office of the Securities and Exchange Commission. ### **6) COMPENSATED ABSENCES** Employees of the Company are entitled to paid vacation, paid sick days and personal days off, depending on job classification, length of service and other factors. It is impracticable to estimate the amount of compensation for future absences, and, accordingly, no liability has been recorded in the accompanying financial statements. The Company's policy is to recognize the costs of compensated absences when actually paid to employees. ### **7) COMMITMENT AND CONTINGENCIES** During the year ending December 31, 2025, the Company was named in an employment dispute with a former employee subject to FINRA arbitration. The Company has denied all material allegations and is defending the matter vigorously. In the normal course of business, the Company has possible exposure or may be a defendant in legal actions, claims and disputes arising out of its activities as a registered broker-dealer. While predicting the resolution of such matters is inherently difficult, the Company believes that there are no other actions or possible actions that would have a material impact on the financial statements. # **8) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS** The Financial Accounting Standards Board ("the FASB") has established for Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of generally accepting account principles ("GAAP") recognized by the FASB. The principles embodies in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASU's"). For the year ending December 31, 2025, various ASU's issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statement for the year then ended. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statements. In most cases, management has determined that the pronouncements has either limited or no application to the Company and in all cases, implementation would not have a material impact on the financial statements taken as a whole. # **9) ACCOUNTS AT CLEARING BROKER** The Company maintains a fully disclosed arrangement pursuant to the clearing agreement with Wedbush Securities Inc. ("Clearing Broker"). The Clearing Broker has custody of the Company's cash balances which serve as collateral for any amount due to the Clearing Broker as well as collateral for securities sold short or securities purchased on margin. Interest is paid monthly on these cash deposits at the average overnight repurchase rate. The balance at December 31, 2025 was \$273,198 for the deposit account and \$3,685,148 held as cash. {8}------------------------------------------------ ### **10) SUBSEQUENT EVENTS** The Company has evaluated events and transactions subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events or transactions which took place that would have a material impact on its financial statements. ### **11) SEGMENT REPORTING** The Company follows Accounting Standards Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable brokerage services segment. The CODM title and position is the President who makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes. # **12) FAIR VALUE** FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the assets or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 – Quoted prices in active markets for identical securities. Level 2 – Observable inputs other than quoted prices included in level 1, such as quoted prices for similar securities in active markets; quoted prices for identical or similar securities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data (Including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) {9}------------------------------------------------ # **12) FAIR VALUE (continued)** Level 3 – Pricing inputs are unobservable that are significant to the fair value measurement and include situations where there is little if any market activity for the investment. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company's investments consist of shares in a private company with no secondary marketplace and restricted shares in a public company whose securities trade on NASDAQ. The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 | Assets | Level
1 | Level
2 | Level
3 | Total | |-----------------------------------|------------|------------|-------------|-------------| | Equity Investments, at fair value | \$ | \$ | \$1,232,444 | \$1,232,444 | | TOTALS | \$ | \$ | \$1,232,444 | \$1,232,444 | ### **Level 3 Reconciliation** The following table summarizes the changes in the Company's Level 3 assets: | Beginning Balance at 12/31/2024: | \$ | - | |----------------------------------|--------------|---| | Total Restriced Stock Earned | 1,232,444 | | | Ending Balance at 12/31/2025: | \$ 1,232,444 | | # **13) FIDELITY BOND COVERAGE** The Company's fidelity bond insurance was under insured at December 31, 2025. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.