scPharmaceuticals Inc. SEC Filings

scPharmaceuticals Inc. (SCPH) submitted a post-effective registration statement covering shares issuable under employee plans. The filing lists multiple prior S-8 registrations and shows the most recent registration covers 205,000 shares under the Employee Stock Purchase Plan and 2,003,827 shares under the 2017 Stock Option and Incentive Plan. The document is administrative, updating registrations for stock awards and purchase-plan shares available for issuance to employees and service providers.

scPharmaceuticals Inc. filed an S-8 post-effective amendment registering employee equity previously included in earlier S-8s. The filing lists 205,000 shares for the 2017 Employee Stock Purchase Plan and 2,003,827 shares for the 2017 Stock Option and Incentive Plan, continuing a sequence of annual S-8 filings dating back to 2017. The document is administrative: it catalogues registration numbers and share counts across multiple prior S-8 filings for ESPP and incentive plans.

scPharmaceuticals Inc. (SCPH) filed a Form S-8 prospectus supplement registering employee equity across multiple prior S-8 filings. The filing lists specific share amounts: 205,000 shares under the Employee Stock Purchase Plan and 2,003,827 shares under the 2017 Stock Option and Incentive Plan (most recent), with prior annual S-8 registrations from 2017–2024 also enumerated. The document is a routine registration to support employee equity compensation plans.

scPharmaceuticals Inc. submitted a Form 25 notification indicating the company's class of securities will be removed from listing and/or registration on the Nasdaq Stock Market LLC. The form identifies Nasdaq as the exchange and cites the applicable withdrawal/delisting rule provisions. The filing indicates the Exchange and/or Issuer has followed the procedural rules governing a voluntary withdrawal under the Exchange Act.

scPharmaceuticals Inc. agreed to be acquired by MannKind Corporation under a merger where each scPharmaceuticals share was purchased for $5.35 in cash plus one non-tradable contingent value right (CVR) that can pay up to $1.00 upon achieving specified regulatory and net‑sales milestones. The purchaser commenced a tender offer on September 8, 2025, and as of the offer expiration a total of 39,933,692 shares (about 73.47%) were validly tendered and 5,930,025 shares (about 10.91%) were delivered by guaranteed delivery.

The tender satisfied the Merger Agreement minimum condition, Purchaser accepted for payment the validly tendered shares, and the merger closed on October 7, 2025 by merging the purchaser into the company so the company became a direct wholly owned subsidiary of Parent. Outstanding employee equity with exercise prices below the cash amount were cashed out (net of exercise price), and restricted stock units were converted into cash equal to the cash amount plus one CVR per share; payments are to be made promptly and no later than 15 days after the effective time, subject to withholding.

scPharmaceuticals, Inc. filed an amendment to its Schedule 14D-9 related to a tender offer by MannKind Corporation through its subsidiary, Seacoast Merger Sub, Inc., to acquire all outstanding shares for an Offer Price consisting of $5.35 cash per share plus one non-tradeable contingent value right (CVR) per share that can pay up to $1.00 in aggregate if certain regulatory and net sales milestones are met. The Offer materials (Offer to Purchase and Letter of Transmittal) were filed on September 8, 2025, and this amendment notes an updated exhibit: a Press Release by MannKind dated October 7, 2025 is incorporated by reference. The CVR payments are subject to milestone achievement and withholding taxes, and the CVR Agreement designates Broadridge as Rights Agent. The amendment states that capitalized terms carry the same meanings as in the Schedule 14D-9 and that the Schedule 14D-9 remains unchanged except for the exhibit update.

scPharmaceuticals filed an amendment to its Schedule 14D-9 related to a tender offer in which Purchaser will acquire outstanding shares for $5.35 per share in cash plus one contingent value right (CVR) per share that may pay up to $1.00 if specified regulatory and net sales milestones are achieved. The amendment adds clarifying language to disclosure sections and replaces the legal proceedings paragraphs to state the Company has received sixteen demand letters alleging disclosure deficiencies and one Section 220 books-and-records demand. The Company states it believes those claims are without merit.

scPharmaceuticals Inc. (SCPH) filed an amendment to its Schedule 14D-9 updating disclosure about a tender offer by Seacoast Merger Sub, Inc., a MannKind Corporation subsidiary. The offer provides $5.35 cash per share plus one contingent value right (CVR) per share that can pay up to $1.00 in aggregate upon achievement of specified regulatory and net sales milestones per the CVR Agreement to be administered by Broadridge.

The amendment lists updated exhibits, including a notice regarding outstanding stock options and an amended form of the CVR Agreement incorporated by reference to the Schedule TO. The filing is signed by the company CEO and dated September 29, 2025.

scPharmaceuticals Inc. entered into a financing arrangement with its pending acquirer, MannKind Corporation, by issuing an unsecured promissory note in exchange for a $10.0 million loan. The note matures on the earliest of September 23, 2026, payment of any termination fee under the merger agreement, or completion of a superior transaction if the company terminates the merger to accept such an offer.

Interest on the loan is tied to the rate applicable to MannKind’s SOFR loans under its existing credit agreement, with the applicable margin for the note effectively set at either 4.75% or 5.00%, depending on that agreement. If the credit agreement ends, interest resets to Adjusted Term SOFR plus 4.75%. scPharmaceuticals may prepay the note in full at any time, and the note includes customary covenants limiting additional debt and liens, as well as standard events of default.