scPharmaceuticals (SCPH) Director Converts 66,050 Options to Cash and CVRs
Rhea-AI Filing Summary
Sara Bonstein, a director of scPharmaceuticals Inc. (SCPH), reported the cancellation on 10/07/2025 of three outstanding stock options totaling 66,050 underlying shares. Each cancelled option was converted under the terms of a Merger Agreement into a cash payment equal to the number of shares covered multiplied by the excess of $5.35 over each option's exercise price, and into one contingent value right (CVR) per share. The cancelled options had exercise prices of $3.85, $4.11, and $4.53 and expiration dates ranging from 06/14/2032 to 06/03/2035
Positive
- 66,050 options were converted into cash and one CVR per share under the Merger Agreement
- Cash consideration is explicitly defined as the excess of $5.35 over each option's exercise price
Negative
- Outstanding options cancelled, removing potential upside under the original grants
- No cash interest will be paid on the conversion (payment is stated as without interest)
Insights
TL;DR: 66,050 options were cancelled and converted into cash equal to the spread to $5.35 plus one CVR per share.
The cancellation affected three option grants exercisable at $3.85, $4.11, and $4.53, totaling 66,050 underlying shares. Under the Merger Agreement, each cancelled option holder will receive cash equal to the number of shares times the excess of $5.35 over the option exercise price, and one CVR per share.
This change results directly from the merger tender offer completed on 10/07/2025 and replaces unexercised options with defined cash consideration plus CVRs; monitor the terms and possible payout mechanics for the CVRs as the merger closes.
TL;DR: A director filed a Form 4 reflecting option cancellations tied to a merger, signaling alignment of insider equity treatment with the transaction.
The report identifies the reporting person as a director and shows direct ownership form for all affected options. The conversion mechanism is contractual: options with exercise prices below $5.35 were cancelled and converted to cash plus CVRs per the Agreement and Plan of Merger dated 08/24/2025.
Investors can track completion milestones for the merger and any disclosures about CVR valuation or timing to understand final economic impact to former option holders.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 30,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 19,750 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 16,300 | $0.00 | -- |
Footnotes (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, (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.
