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.
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Insights
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.
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 | -- |
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.
