SCPH insider: 72,174 options cancelled for cash and CVRs at $5.35
Rhea-AI Filing Summary
scPharmaceuticals insider report: A director, Frederick M. Hudson, filed a Form 4 reporting cancellation/conversion of outstanding company stock options in connection with a merger. On 10/07/2025 options with exercise prices below $5.35 were cancelled and converted into cash consideration equal to the excess of $5.35 over each option's exercise price, plus one contingent value right (CVR) per underlying share. The filing lists four cancelled option grants totaling 72,174 underlying shares (30,000; 19,750; 16,300; 6,124) with exercise prices of $3.85, $4.11, $4.53 and $3.37, and expiration dates ranging from 06/18/2029 to 06/03/2035. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.
Positive
- 72,174 option shares converted into cash and one CVR per share, providing liquidity to option holders
- Transaction terms explicitly link cash consideration to a fixed per-share merger price of $5.35, making the payout formula clear
Negative
- All listed Company Options were cancelled, eliminating the holder's remaining option-based upside tied to those awards
- No cash amounts are shown in the Form 4 itself; actual payout amounts require separate calculation and are not itemized here
Insights
Options were cancelled for cash and CVRs under a merger formula.
The reported transactions show that Company Options with exercise prices below $5.35 were cancelled at the merger and converted into a cash payment equal to the per-share spread to $5.35, plus one CVR per underlying share. The filing itemizes 72,174 underlying shares across four option grants with specified exercise prices and expirations.
Legal dependencies include the terms of the Merger Agreement dated August 24, 2025 and the tender completion on 10/07/2025. Material items to monitor are the cash amounts payable (calculated as $5.35 minus each listed exercise price times the listed share counts) and the mechanics/timing for CVR distribution following merger closing.
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 | -- |
| Disposition | Stock Option (Right to Buy) | 6,124 | $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, (Continued from footnote 1) was cancelled and converted into the right to receive (i) an amount in cash, 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.
