UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2017
SCPHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38293 | 46-5184075 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2400 District Avenue, Suite 310
Burlington, Massachusetts 01830
(Address of principal executive offices, including zip code)
(617)517-0730
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Registration Statement on FormS-1 (FileNo. 333-221077) (the “Registration Statement”) of scPharmaceuticals Inc. (the “Company”), on November 21, 2017 and in connection with the consummation of the initial public offering (the “IPO”) of shares of common stock of the Company, Jonathan Silverstein resigned from the Company’s board of directors (the “Board”). The resignation of Mr. Silverstein was not caused by any disagreement with the Company.
Also, as previously disclosed in the Registration Statement, on November 21, 2017, effective upon the consummation of the IPO and pursuant to resolutions previously adopted by the Board prior to the IPO, Klaus Veitinger became a member of the Board and the Chair of the Nominating and Corporate Governance Committee of the Board. There are no arrangements or understandings between Dr. Veitinger and any other persons pursuant to which Dr. Veitinger was selected as a director
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Registration Statement, on November 21, 2017 and in connection with the consummation of the IPO, the Company filed a second amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Board and the Company’s stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation in its entirety to, among other things: (i) authorize 150,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series.
The foregoing description of the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on November 21, 2017 and in connection with the consummation of the IPO, the amended and restatedby-laws of the Company (the “Amended and RestatedBy-Laws”), previously approved by the Board and the Company’s stockholders to become effective immediately upon the consummation of the IPO, became effective. The Amended and RestatedBy-Laws amend and restate the Company’sby-laws in their entirety to, among other things: (i) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; (ii) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Restated Certificate.
The foregoing description of the Amended and RestatedBy-Laws is qualified by reference to the Amended and RestatedBy-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Second Amended and Restated Certificate of Incorporation of scPharmaceuticals Inc. | |
| 3.2 | Amended and RestatedBy-laws of scPharmaceuticals Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| scPharmaceuticals Inc. | ||||
| Date: November 21, 2017 | By:
| /s/ John H. Tucker | ||
| John H. Tucker | ||||
| President and Chief Executive Officer | ||||
