Current Report Filing (8-k)
28 November 2018 - 8:18AM
Edgar (US Regulatory)
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): November 21, 2018
SCPHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
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001-38293
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Delaware
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46-5184075
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(Commission
File Number)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2400 District Avenue, Suite 310
Burlington, Massachusetts
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01803
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
517-0730
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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
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. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On November 21, 2018, scPharmaceuticals Inc. (the Company) entered into a First Amendment to Loan and Security Agreement (the
Loan Amendment) with Solar Capital Ltd. (Solar) and Silicon Valley Bank (SVB, and together with Solar, the Lenders). The Loan Amendment amends the terms of that certain Loan and Security Agreement by
and among the Company and the Lenders, dated as of May 23, 2017 (the 2017 Loan Agreement) to, among other things, (i) provide for an extension of the date on which repayment of principal commences under the 2017 Loan Agreement,
provided that certain specified conditions are satisfied by the Company, (ii) increase the final payment fee due upon the earliest to occur of the maturity date of the 2017 Loan Agreement, prepayment of all borrowings thereunder or the
acceleration of payment due to an event of default, and (iii) require that the Company maintain at least $10 million in cash and cash equivalents in collateral accounts for the borrowings under the 2017 Loan Agreement.
The above description of the Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of
the Loan Amendment, which is filed with this Current Report on Form
8-K
as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of
a Registrant.
The information contained in Item 1.01 of this Current Report on
Form 8-K
is hereby incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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.
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SCPHARMACEUTICALS INC.
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Date: November 27, 2018
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By:
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/s/ John H. Tucker
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Name:
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John H. Tucker
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Title:
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President, Chief Executive Officer and
Principal Executive Officer
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