8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021 (February 16, 2021)

 

 

scPharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38293   46-5184075
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 (§230.405 of this chapter) or Rule 12b-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.

Election of Director

On February 16, 2021, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of scPharmaceuticals Inc. (the “Company”) appointed William T. Abraham, MD to join the Board, effective as of February 16, 2021. Dr. Abraham will serve as a Class II director until his term expires at the 2022 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board determined that Dr. Abraham is independent under the listing standards of Nasdaq. Dr. Abraham was also appointed to serve on the Nominating and Corporate Governance Committee of the Board. Effective as of February 16, 2021, the Nominating and Corporate Governance Committee of the Board is composed of Dr. Abraham, Klaus Veitinger, M.D., Ph.D. and Mette Kirstine Agger. The composition of the Compensation Committee and the Audit Committee remains unchanged.

As a non-employee director, Dr. Abraham will receive cash compensation and an equity award for his Board service in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy. Dr. Abraham is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Abraham and any other persons pursuant to which he was selected as a director. In addition, Dr. Abraham will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

On February 17, 2021, the Company issued a press release announcing Dr. Abraham’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

 

Item 9.01.

Exhibits

(d) Exhibits

 

99.1    Press Release Issued by the Company on February 17, 2021, furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

February 17, 2021     SCPHARMACEUTICALS INC.
    By:  

/s/ John H. Tucker

      Name:   John H. Tucker
      Title:   President, Chief Executive Officer, Principal Financial Officer and Principal Executive Officer
EX-99.1

Exhibit 99.1

 

LOGO

scPharmaceuticals Inc. Appoints Renowned Heart Failure Specialist

William T. Abraham, M.D., to its Board of Directors

BURLINGTON, Mass. – February 17, 2021 – scPharmaceuticals Inc. (Nasdaq: SCPH), a pharmaceutical company focused on developing and commercializing products that have the potential to optimize the delivery of infused therapies, advance patient care, and reduce healthcare costs, today announced the appointment of William T. Abraham, M.D., to the company’s Board of Directors. Dr. Abraham currently serves as Professor of Internal Medicine (Cardiology), Physiology and Cell Biology and College of Medicine Distinguished Professor at The Ohio State University as well as Chief Medical Officer at V-Wave Ltd., a privately held developer of percutaneous implantable therapeutic devices for chronic heart failure patients.

“I could not be more excited to welcome Dr. Abraham to our Board. His rare blend of academic and industry expertise in the field of heart failure will add a unique perspective that will serve us well,” said John Tucker, president and chief executive officer of scPharmaceuticals. “We continue to work tirelessly to obtain approval for FUROSCIX® as a potential new treatment option for the millions of worsening heart failure patients who suffer from congestion due to fluid overload, and look forward to working with Dr. Abraham and the other Board members toward that goal.”

“There is an enormous unmet need for new outpatient interventions to alleviate signs and symptoms associated with congestion in heart failure,” said Dr. Abraham. “If approved, I believe FUROSCIX has the potential to change the worsening heart failure treatment paradigm, while realizing cost savings for public and private payors alike.”

William T. Abraham, MD, FACP, FACC, FAHA, FESC, FRCPE, also serves as Deputy Director of the Dorothy M. Davis Heart and Lung Research Institute. Dr. Abraham previously held faculty appointments at the University of Colorado, the University of Cincinnati and the University of Kentucky. Dr. Abraham’s research interests include the role of the kidney in heart failure, neurohormonal mechanisms in heart failure, sleep-disordered breathing in heart failure and clinical drug and device trials in heart failure and cardiac transplantation. He has received grants from the National Institutes of Health, the American College of Cardiology and the Aetna Quality Care Foundation and has served as principal investigator in more than 100 clinical drug and device trials.

In addition to authoring more than 1,000 original papers, abstracts, book chapters and review articles, Dr. Abraham has co-edited a leading textbook on heart failure entitled Heart Failure: A Practical Approach to Treatment. He serves on the editorial boards of several major journals and as a scientific reviewer for such publications as Circulation, the European Heart Journal, and the Journal of the American College of Cardiology.


LOGO

 

 

 

Dr. Abraham has been recognized as one of the ‘Best Doctors in America’ for 18 consecutive years. He was named as one of The World’s Most Influential Scientific Minds and named to the Highly Cited Researchers list by Clarivate Analytics (formerly Thomson Reuters). In 2017, he received the Distinguished Scientist Award from the American College of Cardiology. Dr. Abraham received his M.D. from Harvard Medical School before completing a residency in internal medicine and fellowships in cardiology and heart failure/cardiac transplantation at the University of Colorado Health Sciences Center. He is board-certified in internal medicine and advanced heart failure and transplant cardiology.

About FUROSCIX® (furosemide injection) for subcutaneous injection

FUROSCIX is a proprietary furosemide solution formulated to a neutral pH to allow for subcutaneous infusion via a wearable, pre-programmed on-body drug delivery system, for outpatient self-administration. FUROSCIX is currently under development for the treatment of congestion due to fluid overload in adult patients with worsening New York Heart Association Class II and Class III heart failure who display reduced responsiveness to oral diuretics and who do not require hospitalization. FUROSCIX has the potential to provide an outpatient alternative for the treatment of worsening heart failure due to congestion.

About scPharmaceuticals

scPharmaceuticals is a pharmaceutical company focused on developing and commercializing products that are designed to reduce healthcare costs and improve health outcomes. The Company develops, internally and through strategic partnerships, innovative products and solutions that aim to expand and advance the outpatient care of select acute conditions. The Company’s lead programs focus on the subcutaneous, self-administration of IV-strength treatments in heart failure and infectious disease. scPharmaceuticals is headquartered in Burlington, MA. For more information, please visit www.scPharmaceuticals.com.

Forward-Looking Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expected timing of the FUROSCIX NDA, the Company’s planned efforts to prepare for commercialization of FUROSCIX, if approved, and the success of such commercialization, and the potential benefits, expected costs and future plans and expectations for FUROSCIX, if approved. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk of the ability of the FUROSCIX On-Body Infusor to appropriately deliver therapy, the receipt of regulatory approval for the FUROSCIX On-Body Infusor or any of our other product candidates or, if approved, the successful commercialization of such products, the risk of cessation or delay of any of the ongoing or planned clinical trials and/or our development of our product candidates, the risk that the results of previously


LOGO

 

 

 

conducted studies will not be repeated or observed in ongoing or future studies involving our product candidates, and the risk that the current COVID-19 pandemic will impact the Company’s FUROSCIX NDA and other operations. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 on file with the Securities and Exchange Commission, available at the Securities and Exchange Commission’s website at www.sec.gov, as well as discussions of potential risks, uncertainties and other important factors in the Company’s subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.

Katherine Taudvin

scPharmaceuticals Inc., 781-301-6706

ktaudvin@scpharma.com

Investors:

Hans Vitzthum

LifeSci Advisors, 617-430-7578

hans@lifesciadvisors.com