SEC Form SC 13G/A filed by scPharmaceuticals Inc. (Amendment)

2/14/24 4:25:22 PM ET

Biotechnology: Pharmaceutical Preparations

Health Care

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SC 13G/A 1 tm245429d4_sc13ga.htm SC 13G/A


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

scPharmaceuticals Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

810648 105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 810648 105

	1.	Names of Reporting Persons 5AM Ventures IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 980,963 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 980,963 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 980,963 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 2.7% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Schedule 13G is filed by 5AM Ventures IV, L.P., a Delaware limited partnership (“Ventures IV”), 5AM Co-Investors IV, L.P., a Delaware limited partnership (“Co-Investors IV”), 5AM Partners IV, LLC, a Delaware limited liability company (“Partners IV”), 5AM Opportunities I, L.P., a Delaware limited partnership (“Opportunities”), 5AM Opportunities I (GP), LLC, a Delaware limited liability company (“Opportunities GP”), Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Parmar”) and Dr. Scott M. Rocklage (“Rocklage”) and together with Ventures IV, Co-Investors IV, Partners IV, Opportunities, Opportunities GP, Diekman, Schwab and Parmar, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Shares are held by Ventures IV. Partners IV serves as the sole general partner of Ventures IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV.

(3)

This percentage is calculated based upon 35,860,497 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023.

CUSIP No. 810648 105

	1.	Names of Reporting Persons 5AM Co-Investors IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 40,873 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 40,873 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 40,873 of Common Stock (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.1% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Shares are held by Co-Investors IV. Partners IV serves as the sole general partner of Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Co-Investors IV.

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons 5AM Partners IV, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x  (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 1,021,836 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 1,021,836 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,021,836 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 2.8% (3)

	12.	Type of Reporting Person (See Instructions) OO

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 980,963 shares of Common Stock held by Ventures IV; and (ii) 40,873 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons 5AM Opportunities I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 178,811 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 178,811 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 178,811 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.5% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Shares are held by Opportunities. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons 5AM Opportunities I (GP), LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 178,811 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 178,811 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 178,811 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.5% (3)

	12.	Type of Reporting Person (See Instructions) OO

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes 178,811 shares of Common Stock held by Opportunities. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons Dr. John D. Diekman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 1,021,836 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 1,021,836 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,021,836 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 2.8% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons Andrew J. Schwab

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 1,200,647 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 1,200,647 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,200,647 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.3% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 980,963 shares of Common Stock held by Ventures IV; (ii) 40,873 shares of Common Stock held by Co-Investors IV; and (iii) 178,811 shares of Common Stock held by Opportunities. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons Dr. Kush Parmar

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 178,811 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 178,811 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 178,811 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.5% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

CUSIP No. 810648 105

	1.	Names of Reporting Persons Dr. Scott M. Rocklage

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares

			6.		Shared Voting Power 1,021,836 shares (2)

			7.		Sole Dispositive Power 0 shares

			8.		Shared Dispositive Power 1,021,836 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,021,836 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 2.8% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

Item 1.
	(a)	Name of Issuer scPharmaceuticals Inc.
	(b)	Address of Issuer’s Principal Executive Offices 25 Burlington Mall Road, Suite 203 Burlington, Massachusetts 01803

Item 2.
	(a)	Name of Person Filing 5AM Ventures IV, L.P. (“Ventures IV”) 5AM Co-Investors IV, L.P. (“Co-Investors IV”) 5AM Partners IV, LLC (“Partners IV”) 5AM Opportunities I, L.P. (“Opportunities”) 5AM Opportunities I (GP), LLC (“Opportunities GP”) Dr. John D. Diekman (“Diekman”) Andrew J. Schwab (“Schwab”) Dr. Kush Parmar (“Parmar”) Dr. Scott M. Rocklage (“Rocklage”)
	(b)	Address of Principal Business Office or, if none, Residence c/o 5AM Ventures 501 Second Street, Suite 350 San Francisco, CA 94107

(c)

Citizenship

Entities:	5AM Ventures IV, L.P.	-	Delaware
	5AM Co-Investors IV, L.P.	-	Delaware
	5AM Partners IV, LLC	-	Delaware
	5AM Opportunities I, L.P.	-	Delaware
	5AM Opportunities I (GP), LLC	-	Delaware

Individuals:	Diekman	-	United States
	Schwab	-	United States
	Parmar	-	United States
	Rocklage	-	United States

	(d)	Title of Class of Securities Common stock, par value $0.0001 per share
	(e)	CUSIP Number 810648 105

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023.

Reporting Persons	Shares Held Directly		Sole Voting Power	Shared Voting Power		Sole Dispositive Power	Shared Dispositive Power		Beneficial Ownership		Percentage of Class (6)
Ventures IV (1) (3)		980,963			980,963			980,963		980,963		2.7	%

Co-Investors IV (2) (3)		40,873			40,873			40,873		40,873		0.1	%

Partners IV (1) (2) (3)					1,021,836			1,021,836		1,021,836		2.8	%

Opportunities (4) (5)		178,811			178,811			178,811		178,811		0.5	%

Opportunities GP (4) (5)					178,811			178,811		178,811		0.5	%

Diekman (1) (2) (3)					1,021,836			1,021,836		1,021,836		2.8	%

Schwab (1) (2) (3) (4) (5)					1,200,647			1,200,647		1,200,647		3.3	%

Parmar (4) (5)					178,811			178,811		178,811		0.5	%

Rocklage (1) (2) (3) (4) (5)					1,021,836			1,021,836		1,021,836		2.8	%

(1)	Includes 980,963 shares of Common Stock held by Ventures IV.

(2)	Includes 40,873 shares of Common Stock held by Co-Investors IV.

(3)	Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.

(4)	Includes 178,811 shares of Common Stock held by Opportunities.

(5)	Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.

(6)	This percentage is calculated based upon 35,860,497 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2023.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

	Not applicable.


Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024

5AM Ventures IV, L.P.		5AM Co-Investors IV, L.P.

By:	5AM Partners IV, LLC	By:	5AM Partners IV, LLC
its	General Partner	its	General Partner

By:	/s/ Andrew J. Schwab	By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab		Name: Andrew J. Schwab
	Title: Managing Member		Title: Managing Member

5AM Partners IV, LLC

By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab
	Title: Managing Member

5AM Opportunities I, L.P.		5AM Opportunities I (GP), LLC

By:	5AM Opportunities I (GP), LLC
its	General Partner

By:	/s/ Andrew J. Schwab	By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab		Name: Andrew J. Schwab
	Title: Managing Member		Title: Managing Member

	/s/ Dr. John D. Diekman		/s/ Andrew J. Schwab
	Dr. John D. Diekman		Andrew J. Schwab

	/s/ Dr. Kush Parmar		/s/ Dr. Scott M. Rocklage
	Dr. Dr. Kush Parmar		Dr. Scott M. Rocklage

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Exhibit(s):

A - Joint Filing Statement

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of scPharmaceuticals Inc. is filed on behalf of each of us.

Dated: February 14, 2024

5AM Ventures IV, L.P.		5AM Co-Investors IV, L.P.

By:	5AM Partners IV, LLC	By:	5AM Partners IV, LLC
its	General Partner	its	General Partner

By:	/s/ Andrew J. Schwab	By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab		Name: Andrew J. Schwab
	Title: Managing Member		Title: Managing Member

5AM Partners IV, LLC

By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab
	Title: Managing Member

5AM Opportunities I, L.P.		5AM Opportunities I (GP), LLC

By:	5AM Opportunities I (GP), LLC
its	General Partner

By:	/s/ Andrew J. Schwab	By:	/s/ Andrew J. Schwab
	Name: Andrew J. Schwab		Name: Andrew J. Schwab
	Title: Managing Member		Title: Managing Member

	/s/ Dr. John D. Diekman		/s/ Andrew J. Schwab
	Dr. John D. Diekman		Andrew J. Schwab

	/s/ Dr. Kush Parmar		/s/ Dr. Scott M. Rocklage
	Dr. Dr. Kush Parmar		Dr. Scott M. Rocklage

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Date	Price Target	Rating	Analyst
9/7/2023	$20.00	Buy	Craig Hallum
12/1/2022	$25.00	Outperform	Cowen
10/21/2022	$14.00	Buy	Jefferies
10/11/2022	$11.00	Mkt Perform → Outperform	SVB Leerink
8/2/2022	$10.00	Buy	Maxim Group
9/9/2021	$6.00	Market Perform	SVB Leerink

SEC Form SC 13G/A filed by scPharmaceuticals Inc. (Amendment)

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