SCPH Amends 14D-9: $5.35/Share Cash Offer with CVR Upside

Rhea-AI Filing Summary

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.

Positive

• Immediate cash consideration of $5.35 per share provides liquidity to shareholders.
• Potential additional value up to $1.00 per share via CVRs tied to regulatory and net sales milestones.

Negative

• Contingent payments are dependent on achieving specified milestones, so the additional up to $1.00 is uncertain.
• Outstanding stock options are noted in the amendment, which may affect post-transaction equity dilution and economics for shareholders.

Insights

M&A Specialist

TL;DR: Tender offer provides fixed cash plus milestone-linked upside via CVR, a common structure to bridge valuation gaps.

The amended Schedule 14D-9 reiterates the offer terms: $5.35 per share in cash plus one CVR per share with up to $1.00 contingent payouts tied to regulatory and sales milestones. This structure preserves immediate liquidity for shareholders while allocating post-closing upside to milestone achievement, aligning incentives for potential future performance tied to approvals and commercial execution. The inclusion of a notice on outstanding options and an amended CVR Agreement are routine but material to equity treatment and post-close economics.

Corporate Governance Expert

TL;DR: Amendment updates disclosure and exhibits, clarifying treatment of options and the CVR terms for shareholder consideration.

The filing updates exhibits to reflect the CVR Agreement and a notice regarding outstanding stock options, which affect dilution and consideration allocation. Clear disclosure of the Rights Agent and CVR mechanics improves transparency for shareholders evaluating the Offer. The amendment does not, in the provided text, state the Company’s recommendation or changes to prior recommendations; it focuses on documentary updates and the mechanics of the offer.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 3)

scPharmaceuticals Inc.

(Name of Subject Company)

scPharmaceuticals Inc.

(Name of Person Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

810648105

(CUSIP Number of Class of Securities)

John H. Tucker

President and Chief Executive Officer

scPharmaceuticals Inc.

25 Mall Road, Suite 203

Burlington, Massachusetts 01803

(617) 517-0730

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Wesley Holmes

R. Scott Shean

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

(714) 540-1235

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by scPharmaceuticals Inc., a Delaware corporation (“scPharmaceuticals” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2025, relating to the tender offer by Seacoast Merger Sub, Inc. a Delaware corporation (”Purchaser”) and direct wholly owned subsidiary of MannKind Corporation, a Delaware corporation (“Parent”), to purchase all of the outstanding Shares, at a price of (i) $5.35 per Share, in cash (the “Cash Amount”), without interest, subject to any applicable withholding taxes, plus (ii) one non-tradeable contingent value right (each, a “CVR”) per Share, which represents the right to receive certain contingent payments of up to an aggregate amount of $1.00 per CVR in cash, without interest, subject to any applicable withholding taxes, upon the achievement of certain regulatory and net sales milestones specified on or prior to the applicable milestone outside dates in accordance with the terms and conditions set forth in, the Contingent Value Rights Agreement (the “CVR Agreement”), to be entered into with Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company (the “Rights Agent”) (which is further discussed in the subsection below entitled “Arrangements with Purchaser and Parent – Contingent Value Rights Agreement”) (the Cash Amount plus the CVR, collectively, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 8, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended, supplemented or otherwise modified from time to time, the “Schedule TO”) filed by Parent and Purchaser with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2025. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9.

Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following exhibits thereto:

Exhibit Number		Description
(a)(5)(E)		Notice Regarding Outstanding Stock Options.
(e)(14)		Amended Form of CVR Agreement between MannKind Corporation and Broadridge Corporate Issuer Solutions, LLC (incorporated by reference to Exhibit (d)(5) to the Schedule TO).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

scPharmaceuticals Inc.
By:		/s/ John H. Tucker
Name:		John H. Tucker
Title:		President and Chief Executive Officer
Dated:		September 29, 2025

FAQ

What is the cash offer per share in the MannKind tender offer for SCPH?

The Offer provides $5.35 in cash per Share, without interest and subject to applicable withholding taxes.

Is there any contingent consideration in the SCPH tender offer?

Yes. Shareholders receive one CVR per Share that may pay up to $1.00 in aggregate upon achievement of specified regulatory and net sales milestones under the CVR Agreement.

Who is the Rights Agent for the CVR in the SCPH transaction?

The CVR Agreement will be entered into with Broadridge Corporate Issuer Solutions, LLC as the Rights Agent.

Does the amendment address outstanding stock options for SCPH?

Yes. The amendment includes an exhibit described as a Notice Regarding Outstanding Stock Options.

When was this Schedule 14D-9 amendment for SCPH signed?

The provided text shows the amendment signed by CEO John H. Tucker and dated September 29, 2025.