MannKind to acquire scPharmaceuticals (NASDAQ: SCPH) in tender offer and merger

Rhea-AI Filing Summary

scPharmaceuticals Inc. has disclosed that it entered into an Agreement and Plan of Merger dated August 24, 2025 under which MannKind Corporation, through a wholly owned subsidiary, plans to acquire the company via a tender offer followed by a merger. The tender offer has not yet commenced, and any future offer to purchase shares will be made only through formal documents filed on Schedule TO, with a related Schedule 14D-9 to be filed by scPharmaceuticals. Investors are urged to read these materials when available because they will describe the terms and conditions of the tender offer and merger. The company also highlights extensive forward-looking risks, including deal completion uncertainties, possible competing offers, regulatory approvals, liquidity pressures, milestone-based contingent value rights, potential litigation, and ongoing business risks such as dependence on FUROSCIX, regulatory approvals for product candidates, manufacturing needs, indebtedness and funding requirements.

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M&A and securities law analyst

scPharmaceuticals outlines planned MannKind tender offer and merger with detailed closing and business risks.

The company describes a planned acquisition by MannKind Corporation via a tender offer and subsequent merger under a Merger Agreement dated August 24, 2025. A MannKind subsidiary will launch the tender offer, with formal terms to appear in a Schedule TO, while scPharmaceuticals will respond in a Schedule 14D-9. The excerpt emphasizes that no tender offer is yet open and that any purchase of common stock will only occur under the official offer materials.

The disclosure lists numerous uncertainties that could affect completion, including how many stockholders tender, the possibility of competing offers, satisfaction of closing conditions, and obtaining required regulatory approvals with any conditions or limitations. It also notes risks related to liquidity during the pendency of the deal or if the Merger Agreement terminates, as well as the chance that milestones for a contingent value right may not be achieved.

Beyond the transaction mechanics, the company reiterates its existing business risks: dependence on the commercial success of FUROSCIX, the need for regulatory approvals for other product candidates, manufacturing and supply reliability, a history of operating losses, reliance on future funding under restrictive credit and revenue participation facilities, and broader economic headwinds. It also flags potential disruption of relationships with employees and partners and the possibility of stockholder litigation that could increase costs.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

scPharmaceuticals Inc.

(Name of Subject Company)

scPharmaceuticals Inc.

(Name of Person(s) Filing Statement)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

810648105

(CUSIP Number of Common Stock)

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 Person(s) Filing Statement)

With a copy to:

Wesley Holmes

R. Scott Shean

Bret Stancil

Latham & Watkins LLP

650 Town Center Drive, 20^th 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 Schedule 14D-9C consists of the following documents related to the proposed acquisition of scPharmaceuticals Inc., a Delaware corporation (the “Company” or “scPharmaceuticals”), pursuant to an Agreement and Plan of Merger, dated as of August 24, 2025, by and among the Company, MannKind Corporation, a Delaware corporation (“Parent”), and Seacoast Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”).

1. scPharmaceuticals Employee Q&A, dated August 25, 2025 (Exhibit 99.1)

2. Email from John H. Tucker, President and Chief Executive Officer of scPharmaceuticals, delivered to employees, dated August 25, 2025 (Exhibit 99.2)

3. Form Email for scPharmaceuticals Vendors, dated August 25, 2025 (Exhibit 99.3)

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The Offer has not yet commenced, and this communication is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Parent and Purchaser, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company. The offer to purchase shares of the Company’s common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE OLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investor Relations” section of the Company’s website at www.scPharmaceuticals.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current beliefs and expectations and include, but are not limited to: statements regarding beliefs about the potential benefits of the transaction; the planned completion and timing of the transactions contemplated by the Merger Agreement or the CVR Agreement; and the prospective performance and outlook of the surviving company’s business, performance, and opportunities. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the tender offer and the merger; uncertainties as to the percentage of the Company’s stockholders tendering their shares in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable regulatory and/or governmental entities (or any conditions, limitations or restrictions placed on such approvals); risks relating to the Company’s liquidity during the pendency of the tender offer and the merger or in the event of a termination of the Merger Agreement; risks that the milestones related to the contingent value right are not achieved; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; risks related to diverting management’s attention from the Company’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and other risks and uncertainties pertaining to the Company’s business, including the risks and uncertainties detailed in the Company’s public periodic filings with the SEC, such as the Company’s dependence on the commercial success of FUROSCIX and, if approved, its other product candidates; risks related to the receipt of regulatory approval for its

product candidates; risks related to its ability to manufacture, or the ability of third parties to deliver, sufficient product for commercialization of FUROSCIX or any of its product candidates, if approved; risks related to the Company’s history of operating losses, including that it has a history of significant operating losses and expects to incur significant and increasing losses for the foreseeable future; it may never achieve or maintain profitability; it may need additional funding and may be unable to raise capital when needed, which would force it to delay, reduce or eliminate its product development programs or commercialization efforts; the terms of its credit facility and revenue participation financing facility place restrictions on its operating and financial flexibility, and it may not have cash available in an amount sufficient to enable it to make interest or principal payments on its indebtedness when due; clinical and preclinical development involves a lengthy and expensive process with an uncertain outcome, and any difficulties or delays in the commencement or completion, or the termination or the potential for the results from any clinical trials to support submission of sNDAs or comparable regulatory applications; the risk that global economic factors and uncertainties will impact the Company’s operations; and other risks related to Parent’s and the Company’s businesses detailed from time-to-time under the caption “Risk Factors” and elsewhere in Parent’s and Company’s respective SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended December 31, 2024 and subsequent quarterly and current reports filed with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company and Parent undertake no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

Exhibit Number		Exhibit Description
99.1		scPharmaceuticals Employee Q&A, dated August 25, 2025
99.2		Email from John H. Tucker, President and Chief Executive Officer of scPharmaceuticals, delivered to employees, dated August 25, 2025
99.3		Form Email for scPharmaceuticals Vendors, dated August 25, 2025

FAQ

What transaction involving scPharmaceuticals (SCPH) is described in this statement?

The company describes a proposed acquisition of scPharmaceuticals Inc. by MannKind Corporation under an Agreement and Plan of Merger dated August 24, 2025. MannKind, through a wholly owned subsidiary, plans to acquire scPharmaceuticals via a tender offer for its common stock followed by a merger.

How will the MannKind acquisition of scPharmaceuticals (SCPH) be structured?

The acquisition is expected to occur through a tender offer by Seacoast Merger Sub, Inc., a wholly owned MannKind subsidiary, to purchase scPharmaceuticals common stock, followed by a merger under the Merger Agreement. After these steps, scPharmaceuticals would become part of MannKind’s corporate structure.

Has the tender offer for scPharmaceuticals (SCPH) common stock started yet?

No. The disclosure states that the Offer has not yet commenced. Any future tender offer will be made only through an offer to purchase, letter of transmittal and related documents filed on Schedule TO by MannKind and its subsidiary, with a separate Schedule 14D-9 to be filed by scPharmaceuticals.

What should scPharmaceuticals (SCPH) investors read before deciding whether to tender their shares?

Investors are urged to read both the tender offer statement on Schedule TO (including the offer to purchase and letter of transmittal) and the Solicitation/Recommendation Statement on Schedule 14D-9 when they become available, because these documents will contain important information about the terms and conditions of the tender offer and merger.

Where can scPharmaceuticals (SCPH) stockholders obtain the tender offer and recommendation documents?

When available, investors and security holders can obtain copies of the tender offer statement and the Solicitation/Recommendation Statement for free at www.sec.gov. They can also access documents filed or furnished by scPharmaceuticals under the Investor Relations section of www.scPharmaceuticals.com.

What key risks could affect completion of the MannKind–scPharmaceuticals transaction?

The company cites uncertainties about the timing and completion of the tender offer and merger, the percentage of shares tendered, possible competing offers, satisfaction or waiver of closing conditions, and the need for regulatory approvals. It also notes liquidity risks, the chance that contingent value right milestones may not be reached, potential disruption to relationships with employees and partners, and possible stockholder litigation increasing costs.

What ongoing business risks for scPharmaceuticals (SCPH) are highlighted alongside the transaction?

The disclosure reiterates risks including dependence on the commercial success of FUROSCIX, the need for regulatory approval of product candidates, manufacturing and supply challenges, a history of significant operating losses with expectations of continued losses, potential need for additional funding, restrictions imposed by its credit and revenue participation facilities, clinical and preclinical development uncertainties, and broader global economic factors.