scPharmaceuticals options converted to cash and CVRs in MannKind merger

Rhea-AI Filing Summary

scPharmaceuticals Inc. (SCPH) reported that on 10/07/2025 a reporting person canceled a set of stock options in connection with a completed tender offer under an Agreement and Plan of Merger with MannKind Corporation. A series of Company Options with exercise prices below $5.35 were cancelled and converted into a cash payment equal to the per‑share spread between $5.35 and each option's exercise price, and into one contingent value right (CVR) per underlying share.

The Form 4 lists five option grants totaling 84,422 underlying shares canceled: strikes of $3.85, $4.11, $4.53, $3.37, and $4.80, with varying expiration dates between 06/18/2029 and 06/03/2035. The filing is administrative evidence of the merger consideration mechanics for option holders: immediate cash for intrinsic value and CVRs for additional contingent consideration.

Positive

• Option holders received cash equal to the per‑share spread versus $5.35, providing immediate value
• Each canceled option also converts into one CVR, offering contingent upside beyond the cash spread
• Total option overhang reduced by cancellation of 84,422 underlying shares, simplifying the post‑transaction cap table

Negative

• Unexercised options were cancelled, eliminating potential future upside from stock appreciation for holders of those awards
• Cash paid equals only the intrinsic spread, so holders with meaningful upside above $5.35 (if any) receive no participation beyond CVRs
• CVR value and payout terms are not detailed here, creating uncertainty about the ultimate compensation for former option holders

Insights

Corporate Governance Analyst

Option cancellations reflect standard merger consideration and alignment of outstanding equity with transaction terms.

The Merger Agreement converts Company Options with exercise prices under $5.35 into cash equal to the spread and one CVR per share, which removes outstanding option overhang and simplifies the post‑closing cap table.

This reduces administrative complexity for the combined company but removes future upside for option holders; monitor CVR terms and any payout milestones over the post‑closing period for concrete value realization.

Compensation & Equity Analyst

84,422 option shares were canceled on 10/07/2025, with cash and CVR consideration replacing unexercised awards.

The filing lists five option grants (strikes from $3.37 to $4.80) totaling 84,422 shares; each cancelled option yields a cash payment equal to ($5.35 minus exercise price) times shares, and one CVR per share.

Key items to watch are the CVR structure and timing to assess residual value, and whether any remaining options had exercise prices at or above $5.35 (unchanged by this provision).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baylor-Henry Minnie

(Last) (First) (Middle)

C/O SCPHARMACEUTICALS INC.

25 BURLINGTON MALL ROAD, SUITE 203

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.85	10/07/2025		D			30,000	(1)(2)	06/03/2035	Common Stock	30,000	$0	0	D
Stock Option (Right to Buy)	$4.11	10/07/2025		D			19,750	(1)(2)	06/11/2034	Common Stock	19,750	$0	0	D
Stock Option (Right to Buy)	$4.53	10/07/2025		D			16,300	(1)(2)	06/14/2032	Common Stock	16,300	$0	0	D
Stock Option (Right to Buy)	$3.37	10/07/2025		D			6,124	(1)(2)	06/18/2029	Common Stock	6,124	$0	0	D
Stock Option (Right to Buy)	$4.8	10/07/2025		D			12,248	(1)(2)	07/20/2028	Common Stock	12,248	$0	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's common stock ("Common Stock") on October 7, 2025. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock (a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time and that had an exercise price per share that was less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash,

2. (Continued from footnote 1) without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each share subject to such Company Option.

	/s/ John H. Tucker, attorney-in-fact	10/07/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Form 4 disclose for SCPH on 10/07/2025?

The Form 4 reports cancellation on 10/07/2025 of options totaling 84,422 underlying shares; each cancelled option converts into cash equal to the spread to $5.35 and one CVR per share.

How many option shares were impacted in the SCPH filing?

84,422 underlying shares across five option grants were listed as cancelled and converted on 10/07/2025.

What cash payment formula was used for cancelled SCPH options?

Cash equals the number of shares subject to the option multiplied by the excess of $5.35 over the option's exercise price, paid without interest and subject to withholding.

Do option holders get any additional consideration besides cash?

Yes, each share underlying a cancelled option converts into one contingent value right (CVR) in addition to the cash spread payment.

Which option strike prices were listed as cancelled?

The filing lists cancelled option exercise prices of $3.85, $4.11, $4.53, $3.37, and $4.80.