scPharmaceuticals director options converted to cash and CVRs

Rhea-AI Filing Summary

scPharmaceuticals Inc. (SCPH) reporting person Mette Kirstine Agger, a director, disclosed cancellation and cash-out of certain stock options tied to a merger and tender offer completed on 10/07/2025. Two option grants were disposed: 30,000 options with $3.85 exercise and 19,750 options with $4.11 exercise; both were reported as disposed on 10/07/2025. The filing explains that under the Merger Agreement, options with exercise prices below $5.35 were cancelled and converted into a cash payment equal to the per-share spread times the number of option shares and into one contingent value right (CVR) per option share. The options had expiration dates in 06/03/2035 and 06/11/2034 respectively. The form is a Section 16 disclosure of the changes resulting from the merger terms.

Insights

Equity Compensation Analyst

Options under $5.35 were cashed out and converted to CVRs tied to the merger.

The cancellation converted unexercised Company Options with exercise prices below $5.35 into a cash payment equal to the spread and one CVR per share, affecting 49,750 option shares disclosed as disposed on 10/07/2025. This mechanism preserves some upside via CVRs while providing immediate cash value to option holders.

Risks include the dependence on the CVR terms for any future value and tax withholding on cash payouts; monitor the CVR documentation and any disclosed payout triggers or timelines over the next 12–24 months for realizable value.

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

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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^*

Agger Mette Kirstine

(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

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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