Form 4: SCPH Director's Options Converted in Merger

scPharmaceuticals Director Frederick M. Hudson's stock options were converted to cash and CVRs following the company's merger with MannKind Corporation.

Summary

• Frederick M. Hudson, a Director of scPharmaceuticals Inc. (SCPH), reported changes in his beneficial ownership of derivative securities.
• The changes are a direct result of the Agreement and Plan of Merger, dated August 24, 2025, between scPharmaceuticals Inc., MannKind Corporation ("Parent"), and Seacoast Merger Sub, Inc. ("Purchaser").
• Purchaser completed a tender offer for scPharmaceuticals' common stock on October 7, 2025.
• Immediately prior to the merger's effective time, all outstanding and unexercised stock options with an exercise price less than $5.35 were cancelled.
• These cancelled options were converted into the right to receive a cash amount equal to the total number of shares subject to the option multiplied by the excess of $5.35 over the option's exercise price.
• Additionally, one Contingent Value Right (CVR) was issued for each share subject to such cancelled options.
• Options with exercise prices of $3.85, $4.11, $4.53, and $3.37 were affected by this conversion.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as in-the-money options were converted to cash and CVRs, representing a realized gain. For the company, the completion of the merger as per the agreement is a neutral to positive event, indicating the successful execution of a strategic transaction.

Positives

• Frederick M. Hudson received cash for his in-the-money stock options, indicating a positive financial outcome for these holdings.
• The completion of the merger signifies a successful transaction for scPharmaceuticals Inc. and its shareholders, as per the merger agreement.

Negatives

• Frederick M. Hudson no longer holds these specific stock options, meaning he no longer has direct equity exposure through these derivatives in the merged entity.

Future Outlook

This filing reports a completed transaction and does not contain forward-looking statements or guidance regarding future company performance or strategy.

Industry Context

This filing reflects the completion of a merger and acquisition activity within the pharmaceutical or biotechnology sector, where scPharmaceuticals Inc. was acquired by MannKind Corporation. Such transactions are common for companies seeking to consolidate operations, expand product portfolios, or achieve economies of scale.

Stakeholder Impact

• Shareholders of scPharmaceuticals Inc. received $5.35 per share and one CVR per share as part of the merger consideration.
• Option holders, such as Frederick M. Hudson, received cash for their in-the-money options and CVRs, realizing value from their holdings.

Key Dates

Keywords

scPharmaceuticals, SCPH, MannKind Corporation, Merger, Stock Options, Form 4, Beneficial Ownership, Director, Tender Offer, CVR