On August 12, 2024, scPharmaceuticals Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten offering of 12,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and, in lieu of Common Stock to select investors, pre-funded warrants (the “Pre-funded Warrants”) to purchase 500,000 shares of Common Stock (the “Offering”).
The offering price of the Shares to the public is $4.00 per share, and the offering price of the Pre-funded Warrants to the public is $3.999 per underlying share, which is equal to the price per share of Common Stock being sold in this offering, minus $0.001, which is the exercise price per share of the Pre-funded Warrants. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,875,000 shares of Common Stock at a price of $4.00 per share, less underwriting discounts and commissions. On August 12, 2024, the Underwriters exercised this option in full. The closing of the Offering (including the sale of the Shares subject to the Underwriters’ option to purchase additional shares) is expected to take place on August 13, 2024. All of the Shares and the Pre-funded Warrant are being sold by the Company.
The net proceeds from the Offering are expected to be approximately $53.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company does not intend to list the Pre-funded Warrants on Nasdaq or any other nationally recognized securities exchange or trading system.
Each of the Pre-funded Warrants has an exercise price per share of Common Stock equal to $0.001 per share. Each of the exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-funded Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Each of the Pre-funded Warrants is exercisable from the date of issuance by means of a cashless exercise. Under the Pre-funded Warrants, the Company may not effect the exercise of any of the Pre-funded Warrants, and the applicable holder will not be entitled to exercise any portion of the applicable Pre-funded Warrant that, upon giving effect to such exercise, would result in: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) exceeding 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) exceeding 9.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon 61 days’ notice to the Company.
In addition, in certain circumstances, upon a fundamental transaction, the holders of the Pre-funded Warrants will be entitled to receive, upon exercise of the Pre-funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-funded Warrants immediately prior to the fundamental transaction; provided, however, that in the event of a fundamental transaction where the consideration consists solely of cash, solely of marketable securities or a combination thereof, the Pre-funded Warrants will be deemed to be exercised in full in a cashless exercise effective immediately prior to and contingent upon the consummation of such fundamental transaction.
The Company intends to use the net proceeds of the Offering to fund commercial and development activities for the Company’s products and product candidates and for working capital and general corporate purposes.
The Offering was made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (“SEC”) on March 13, 2024 and declared effective by the SEC on March 22, 2024 (File No. 333-277886). A prospectus supplement relating to the offering has been filed with the SEC.
The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information
