SEC Form S-8 filed by scPharmaceuticals Inc.
As filed with the Securities and Exchange Commission on March 19, 2025
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 | 46-5184075 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
25 Mall Road, Suite 203
Burlington, Massachusetts 01803
(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 plan)
John H. Tucker
President and Chief Executive Officer
scPharmaceuticals Inc.
25 Mall Road, Suite 203
Burlington, Massachusetts 01803
(Name and address of agent for service)
(617) 517-0730
(Telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos, Esq.
Wesley Holmes, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6060
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.
| 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 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 is being filed for the purpose of registering an additional 205,000 shares of the common stock of scPharmaceuticals Inc. (the “Registrant”) to be issued pursuant to the scPharmaceuticals Inc. 2017 Employee Stock Purchase Plan (the “ESPP”) and an additional 2,003,827 shares of the Registrant’s common stock to be issued pursuant to the scPharmaceuticals Inc. 2017 Stock Option and Incentive Plan (the “Incentive Plan,” and together with the ESPP, the “Plans”). A Registration Statement of the Registrant on Form S-8 relating to the Plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of the Registration Statements on Form S-8 (File Nos. 333-221677, 333-227071, 333-229122, 333-237361, 333-254636, 333-263762, 333-270757 and 333-277892), including any amendments thereto, filed with the Securities and Exchange Commission, relating to the Plans, are incorporated by reference herein.
| 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 City of Burlington, Commonwealth of Massachusetts, on this 19th day of March, 2025.
| SCPHARMACEUTICALS INC. | ||
| By: | /s/ John H. Tucker | |
| John H. Tucker | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John H. Tucker and Rachael Nokes, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ John H. Tucker John H. Tucker |
President, Chief Executive Officer, Director (principal executive officer) |
March 19, 2025 | ||
| /s/ Rachael Nokes Rachael Nokes |
Chief Financial Officer (principal accounting officer and principal financial officer) |
March 19, 2025 | ||
| /s/ Jack A. Khattar Jack A. Khattar |
Chairman of the Board | March 19, 2025 | ||
| /s/ William T. Abraham, M.D. William T. Abraham, M.D. |
Director | March 19, 2025 | ||
| /s/ Mette Kirstine Agger Mette Kirstine Agger |
Director | March 19, 2025 | ||
| /s/ Minnie V. Baylor-Henry Minnie V. Baylor-Henry |
Director | March 19, 2025 | ||
| /s/ Sara Bonstein Sara Bonstein |
Director | March 19, 2025 | ||
| /s/ Frederick Hudson Frederick Hudson |
Director | March 19, 2025 | ||
| /s/ Leonard D. Schaeffer Leonard D. Schaeffer |
Director | March 19, 2025 | ||
| /s/ Klaus Veitinger, M.D., Ph.D Klaus Veitinger, M.D., Ph.D |
Director | March 19, 2025 | ||