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): January 3, 2019
SCPHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
| 001-38293 | 46-5184075 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
2400 District Avenue, Suite 310 Burlington, Massachusetts | 01803 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (617)517-0730
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-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 or Rule12b-2 of the Securities Exchange Act of 1934.
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 8.01 | Other Events. |
scPharmaceuticals Inc. (the “Company”) is filing this Current Report onForm 8-K to recast certain historical financial statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2017 (the “2017Form 10-K”), originally filed with the Securities and Exchange Commission (“SEC”) on March 21, 2018, to reflect the Company’s early adoption of ASU2016-02, Leases (Topic 842) (“ASC 842”), with retrospective application to January 1, 2016. All other information provided in the 2017Form 10-K remains unchanged and this report does not modify or update the disclosures in the 2017Form 10-K in any way other than with respect to the retrospective adoption of ASC 842.
ASC 842 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months on the balance sheet. This accounting update also requires additional disclosures surrounding the amount, timing, and uncertainty of cash flows arising from leases. Adoption of the standard requires the Company to restate certain previously reported results, including the recognition of additionalright-of-use assets and lease obligations for operating leases.
The recast historical financial statements are filed as Exhibit 99.1 to this report and are incorporated herein by reference. This report does not reflect events occurring after the original filing of the 2017Form 10-K and should be read in conjunction with other information that the Company has filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
| 23.1 | Consent of RSM US LLP | |
| 99.1 | Financial Statements and Notes thereto, as modified solely to include retrospective adoption of ASU2016-02, Leases (Topic 842). | |
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: January 3, 2019 | By: | /s/ John H. Tucker | ||||
| Name: | John H. Tucker | |||||
| Title: | President, Chief Executive Officer and Principal Executive Officer | |||||