scPharmaceuticals Inc. (Nasdaq: SCPH) today announced the pricing of an underwritten public offering of 6,620,000 shares of its common stock at a public offering price of $5.25 per share and, to an investor in lieu of common stock, a prefunded warrant to purchase up to 2,905,000 shares of common stock at a purchase price of $5.249 per underlying share, for gross proceeds of approximately $50.0 million, before deducting underwriting discounts and commissions and other offering expenses and excluding the exercise of the pre-funded warrant. The prefunded warrant has an exercise price of $0.001 per share. All of the shares and the prefunded warrant are being offered by scPharmaceuticals. The offering is expected to close on November 25, 2022, subject to the satisfaction of customary closing conditions.
SVB Securities and Cowen are acting as joint book-running managers for the offering. H.C. Wainwright & Co. and Maxim Group LLC are acting as co-managers for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 23, 2021 and declared effective on April 29, 2021 (the “Registration Statement”). A preliminary prospectus supplement related to the offering was filed with the SEC on November 21, 2022. The final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering, when available, may be obtained from: SVB Securities LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109; by telephone at (800) 808-7525, ext. 6105; or email: [email protected]; Cowen and Company, LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (833) 297-2926, or by email at [email protected]
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to our future expectations, beliefs, plans, strategies, objectives, results, conditions, financial performance, prospects, or other events. Such forward-looking statements include, but are not limited to, those regarding the anticipated completion of the offering and the anticipated net proceeds from the offering. In some cases, forward-looking statements can be identified by the use of words such as “will,” “may,” “believe,” “expect,” “look forward,” “on track,” “guidance,” “anticipate,” “estimate,” “project” and similar expressions, and the negatives thereof (if applicable).
Our forward-looking statements are based on estimates and assumptions that are made within the bounds of our knowledge of our business and operations and that we consider reasonable. However, our business and operations are subject to significant risks, and, as a result, there can be no assurance that actual results of our research, development and commercialization activities and the results of our business and operations will not differ materially from the results contemplated in such forward-looking statements. Factors that could cause actual results to differ from expectations in our forward-looking statements include the risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021, which we filed with the SEC on March 22, 2022, subsequent filings with the SEC and the preliminary prospectus supplement related to this offering.