As filed with the Securities and Exchange Commission on March 22, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCPHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
46-5184075
(I.R.S. Employer Identification No.)
scPharmaceuticals Inc.
2400 District Avenue, Suite 310
Burlington, Massachusetts 01803
(617) 517-0730
(Address of Principal Executive Offices) (Zip Code)
scPharmaceuticals Inc. 2017 Stock Option and Incentive Plan
scPharmaceuticals Inc. 2017 Employee Stock Purchase Plan
(Full Title of the Plans)
John H. Tucker
President and Chief Executive Officer
scPharmaceuticals Inc.
2400 District Avenue, Suite 310
Burlington, Massachusetts 01803
(Name and Address of Agent for Service)
(617) 517-0730
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Arthur R. McGivern, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the 2017 Stock Option and Incentive Plan and 2017 Employee Stock Purchase Plan of scPharmaceuticals Inc. (the “Registrant”) registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (SEC File No. 333-221677) of the Registrant is effective. Accordingly, the information contained in the Registrant’s Registration Statement on Form S-8 (SEC File No. 333-221677) is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits” with respect to which the Exhibit Index is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits. |
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Burlington, Commonwealth of Massachusetts, on March 22, 2022.
SCPHARMACEUTICALS INC. | ||
By: | /s/ John H. Tucker | |
John H. Tucker | ||
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of scPharmaceuticals Inc. (the “Company”), hereby severally constitute and appoint John H. Tucker, our true and lawful attorney, with full power to him, and to him singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2022:
Signature | Title(s) | |
/s/ John H. Tucker | President and Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) | |
John H. Tucker | ||
/s/ Rachael Nokes | Principal Accounting Officer | |
Rachael Nokes | ||
/s/ Jack A. Khattar | Chair of the Board of Directors, Director | |
Jack A. Khattar | ||
/s/ Mette Kirstine Agger | Director | |
Mette Kirstine Agger | ||
/s/ Minnie Baylor-Henry | Director | |
Minnie Baylor-Henry | ||
/s/ Sara Bonstein | Director | |
Sara Bonstein | ||
/s/ William T. Abraham, M.D. | Director | |
William T. Abraham, M.D. | ||
/s/ Frederick Hudson | Director | |
Frederick Hudson | ||
/s/ Leonard D. Schaeffer | Director | |
Leonard D. Schaeffer | ||
/s/ Klaus Veitinger | Director | |
Klaus Veitinger, M.D., Ph.D. |