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):June 18, 2019
SCPHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38293 | 46-5184075 | ||
(State or other jurisdiction of incorporation or organization) | (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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 | SCPH | The Nasdaq Global Select Market |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of scPharmaceuticals Inc. (the “Company”) was held on June 18, 2019. Proxies were solicited pursuant to the Company’s proxy statement filed on April 30, 2019, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended.
The number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), entitled to vote at the Annual Meeting was 18,580,430. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 15,657,729, representing 84.27% of the total number of shares of Common Stock entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked (i) to elect three Class II directors to the Company’s Board of Directors, each to hold office until the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal and (ii) to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The voting results reported below are final.
Proposal 1–Election of Directors
Mette Kirstine Agger, Mason Freeman M.D., and Minnie Baylor-Henry were duly elected to the Company’s Board of Directors as Class II directors. The results of the election were as follows:
| NOMINEE | FOR | % FOR | WITHHELD | % WITHHELD | BROKER NON- VOTES | |||||||||||||||||||
Mette Kirstine Agger | 13,313,661 | 98.83 | % | 157,514 | 1.17 | % | 2,186,554 | |||||||||||||||||
Mason Freeman, M.D. | 13,333,610 | 98.98 | % | 137,565 | 1.02 | % | 2,186,554 | |||||||||||||||||
Minnie Baylor-Henry | 13,406,074 | 99.52 | % | 65,101 | 0.48 | % | 2,186,554 | |||||||||||||||||
Proposal 2 – Ratify the Appointment of Independent Registered Public Accounting Firm
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified. The results of the ratification were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||||||||
NUMBER | 15,616,814 | 40,802 | 113 | |||||||||||||||
PERCENTAGE OF VOTED | 99.73 | % | 0.26 | % | 0.00 | % | ||||||||||||
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: June 20, 2019 | By: | /s/ John H. Tucker | ||||
Name: | John H. Tucker | |||||
Title: | President, Chief Executive Officer, Principal Executive Officer and Principal Financial Officer | |||||