scPharmaceuticals Inc.: M&A transaction — MannKind completes acquisition of scPharmaceuticals for $5.35/sh plus CVR; stock delisted

scPharmaceuticals Inc.

Merger closed Oct 7, 2025; shareholders receive $5.35 cash + up to $1.00 CVR per share.
Approximately 84.4% of shares tendered (73.5% valid tender + 10.9% guaranteed delivery).
Company terminated existing credit agreement and repurchased revenue participation rights upon merger close.
All directors resigned; new board appointed from MannKind (Michael Castagna, David Thomson, Chris Prentiss).
Shares halted on Nasdaq; company will file Form 15 to deregister reporting obligations.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

scPharmaceuticals Inc.: Second amended and restated certificate of incorporation amended and restated in entirety (effective 2025-10-07).

Change: charter amendment
Effective: 2025-10-07

Exact text from the filing

on October 7, 2025, the Company’s second amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

scPharmaceuticals Inc.: Amended and restated bylaws amended and restated in entirety (effective 2025-10-07).

Change: bylaw amendment
Effective: 2025-10-07

Exact text from the filing

on October 7, 2025, the Company’s second amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

scPharmaceuticals Inc. underwent a change of control involving MannKind Corporation for $5.35 in cash plus one non-tradable contingent value right per Share (closed 2025-10-07).

Action: change of control
Counterparty: MannKind Corporation
Consideration: $5.35 in cash plus one non-tradable contingent value right per Share
Closing: 2025-10-07

Exact text from the filing

commenced a tender offer to purchase all the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at a price per Share of (i) $5.35 in cash (the “ Cash Amount ”), without interest, subject to any applicable withholding taxes and (ii) one non-tradable contingent value right (each, a “ CVR ”) per Share, which

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Source: SEC EDGAR

accession 0001193125-25-232754

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