4//SEC Filing
Nokes Rachael 4
Accession 0001193125-25-233533
CIK 0001604950other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 4:30 PM ET
Size
16.8 KB
Accession
0001193125-25-233533
Insider Transaction Report
Form 4
Nokes Rachael
CFO and Treasurer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-10-07−54,700→ 0 totalExercise: $4.31Exp: 2032-01-31→ Common Stock (54,700 underlying) - Disposition from Tender
Common Stock
2025-10-07−30,386→ 125,675 total - Disposition to Issuer
Common Stock
2025-10-07−125,675→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-10-07−132,670→ 0 totalExercise: $3.34Exp: 2035-02-11→ Common Stock (132,670 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-10-07−6,426→ 0 totalExercise: $3.81Exp: 2027-04-17→ Common Stock (6,426 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-10-07−13,850→ 0 totalExercise: $4.88Exp: 2028-07-17→ Common Stock (13,850 underlying)
Footnotes (4)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's common stock ("Common Stock") on October 7, 2025. Tendering stockholders received per share consideration of $5.35 in cash, without interest, subject to any applicable withholding taxes, plus one non-tradable contingent value right ("CVR"), representing the right to receive certain contingent payments of up to an aggregate amount of $1.00 per CVR in cash,
- [F2](Continued from footnote 1) without interest, subject to any applicable withholding taxes, upon the achievement of certain regulatory and net sales milestones on or prior to the applicable milestone outside dates. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger", and the effective time of the Merger, the "Effective Time"), with the Issuer continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each restricted stock unit award with respect to shares of Common Stock ("RSU Award") that was outstanding as of immediately prior to the Effective Time, whether or not then vested, became fully vested and was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the number of shares underlying such RSU Award immediately prior to such cancellation multiplied by (B) $5.35 and (ii) one CVR in respect of each share subject to such RSU Award.
- [F4]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock (a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time and that had an exercise price per share that was less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each share subject to such Company Option.
Documents
Issuer
scPharmaceuticals Inc.
CIK 0001604950
Entity typeother
Related Parties
1- filerCIK 0001769138
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 4:30 PM ET
- Size
- 16.8 KB