5,780,347 Shares Common Stock Jefferies SVB Leerink
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Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-229120 PROSPECTUS SUPPLEMENT (To prospectus dated February 11, 2019) 5,780,347 Shares Common Stock We are offering 5,780,347 shares of our common stock, par value $0.0001 per share, at a price of $8.65 per share. Our common stock is listed on The Nasdaq Global Select Market under the symbol “SCPH.” On May 20, 2020, the closing price of our common stock, as reported on The Nasdaq Global Select Market, was $10.83 per share. We are an “emerging growth company” under federal securities laws and are subject to reduced public company disclosure standards. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties contained in and incorporated by reference under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement and in the related sections noted in the accompanying prospectus, and in the documents incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Public Offering Price $ 8.65 $50,000,001.55 Underwriting Discounts and Commissions (1) $ 0.519 $ 3,000,000.09 Proceeds to scPharmaceuticals Inc. (before expenses) $ 8.131 $47,000,001.46 (1) See “Underwriting” for a description of compensation payable to the underwriters. The underwriters expect to deliver the shares of common stock against payment on or about May 26, 2020. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 867,052 shares of our common stock from us at the public offering price, less underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $3,450,000.08 and the total proceeds to us, before expenses, will be $54,050,001.27. Joint Book-Running Managers Jefferies SVB Leerink Bookrunner BMO Capital Markets Lead Manager H.C. Wainwright & Co. The date of this prospectus supplement is May 20, 2020. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT S-1 PROSPECTUS SUPPLEMENT SUMMARY S-3 THE OFFERING S-5 RISK FACTORS S-6 CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS S-11 USE OF PROCEEDS S-13 DIVIDEND POLICY S-14 DILUTION S-15 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS S-16 UNDERWRITING S-20 LEGAL MATTERS S-26 EXPERTS S-27 WHERE YOU CAN FIND MORE INFORMATION S-28 INCORPORATION BY REFERENCE S-29 PAGE ABOUT THIS PROSPECTUS 1 RISK FACTORS 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 ABOUT SCPHARMACEUTICALS INC. 3 USE OF PROCEEDS 4 DILUTION 5 DESCRIPTION OF CAPITAL STOCK 6 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF WARRANTS 18 DESCRIPTION OF UNITS 19 FORMS OF SECURITIES 21 PLAN OF DISTRIBUTION 23 LEGAL MATTERS 25 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION BY REFERENCE 25 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts and is part of the registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. The first part is this prospectus supplement, which describes the specific terms of this common stock offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement and in the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. We use various trademarks and trade names in our business, including without limitation our corporate name and logo. All other trademarks or trade names referred to in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus supplement and the accompanying prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein also contain estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain S-1 Table of Contents medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Unless the context suggests otherwise, all references in this prospectus supplement, the accompany prospectus and any free writing prospectus to “us,” “our,” “scPharmaceuticals,” “we,” the “Company” and similar designations refer to scPharmaceuticals Inc. and, where appropriate, our subsidiary. S-2 Table of Contents PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information about us and this offering and does not contain all of the information that you should consider