Form 8-K - Current report

false 0001604950 0001604950 2024-06-11 2024-06-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 11, 2024

 

 

scPharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-38293		46-5184075
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

25 Mall Rd., Suite 203

Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant’s telephone number, include area code)

N/A

(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 of 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 per share		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. ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 11, 2024, scPharmaceuticals Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 25,871,344 shares of common stock were present online or represented by proxy at the meeting, representing approximately 71.75% percent of the Company’s outstanding common stock as of the April 16, 2024 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024.

Proposal 1 — Election of three Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified or until their earlier resignation or removal.

 

NOMINEE		FOR				WITHHELD				Broker Non-Votes
Frederick Hudson			17,097,871				2,338,614				6,434,859
Leonard D. Schaeffer			15,762,635				3,673,850				6,434,859
Sara Bonstein			16,177,596				3,258,889				6,434,859

Proposal 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

FOR		AGAINST		ABSTAINED		Broker Non-Votes
25,822,386		19,825		29,133		0

Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

FOR		AGAINST		ABSTAINED		Broker Non-Votes
18,854,452		406,754		175,279		6,434,859

Proposal 4 — Approval of an amendment to the Second Amended and Restated Certificate of Incorporation to provide for the exculpation of officers from certain breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.

 

FOR		AGAINST		ABSTAINED		Broker Non-Votes
14,269,318		3,298,424		1,868,743		6,434,859

Based on the foregoing votes, Frederick Hudson, Leonard D. Shaeffer and Sara Bonstein were elected as Class I Directors, and Proposals 2 and 3 were approved.

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SIGNATURES

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

 

				SCPHARMACEUTICALS INC.
Date: June 14, 2024				By:		/s/ John H. Tucker
						John H. Tucker
						President and Chief Executive Officer

Document and Entity Information	Jun. 11, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001604950
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	scPharmaceuticals Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38293
Entity Tax Identification Number	46-5184075
Entity Address, Address Line One	25 Mall Rd.
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	(617)
Local Phone Number	517-0730
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	SCPH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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