Filing Details
- Accession Number:
- 0001104659-23-021525
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-13 19:00:00
- Filed By:
- 5am Ventures Iv, L.p.
- Company:
- Scpharmaceuticals Inc.
- Filing Date:
- 2023-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| 5AM Ventures IV | 0 | 2,231,601 | 0 | 2,231,601 | 2,231,601 | 6.6% |
| 5AM Co-Investors IV | 0 | 92,983 | 0 | 92,983 | 92,983 | 0.3% |
| 5AM Partners IV | 0 | 2,324,584 | 0 | 2,324,584 | 2,324,584 | 6.8% |
| 5AM Opportunities I | 0 | 410,268 | 0 | 410,268 | 410,268 | 1.2% |
| 5AM Opportunities I (GP) | 0 | 410,268 | 0 | 410,268 | 410,268 | 1.2% |
| Dr. John D. Diekman | 0 | 2,324,584 | 0 | 2,324,584 | 2,324,584 | 6.8% |
| Andrew J. Schwab | 0 | 2,734,852 | 0 | 2,734,852 | 2,734,852 | 8.0% |
| Dr. Kush Parmar | 0 | 410,268 | 0 | 410,268 | 410,268 | 1.2% |
| Dr. Scott M. Rocklage | 0 | 2,324,584 | 0 | 2,324,584 | 2,324,584 | 6.8% |
Filing
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
scPharmaceuticals Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
810648 105
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons 5AM Ventures IV, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware, United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 2,231,601 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 2,231,601 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,231,601 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 6.6% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
| (1) | This Schedule 13G is filed by 5AM Ventures IV, L.P., a Delaware limited partnership (“Ventures IV”), 5AM Co-Investors IV, L.P., a Delaware limited partnership (“Co-Investors IV”), 5AM Partners IV, LLC, a Delaware limited liability company (“Partners IV”), 5AM Opportunities I, L.P., a Delaware limited partnership (“Opportunities”), 5AM Opportunities I (GP), LLC, a Delaware limited liability company (“Opportunities GP”), Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Parmar”) and Dr. Scott M. Rocklage (“Rocklage”) and together with Ventures IV, Co-Investors IV, Partners IV, Opportunities, Opportunities GP, Diekman, Schwab and Parmar, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Partners IV serves as the sole general partner of Ventures IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 23, 2022. |
| 2 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons 5AM Co-Investors IV, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware, United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 92,983 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 92,983 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 92,983 of Common Stock (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 0.3% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Partners IV serves as the sole general partner of Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 3 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons 5AM Partners IV, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware, United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 2,324,584 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 2,324,584 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,324,584 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 6.8% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) OO | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 2,231,601 shares of Common Stock held by Ventures IV and 92,983 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 4 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons 5AM Opportunities I, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware, United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 410,268 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 410,268 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 410,268 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 1.2% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 5 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons 5AM Opportunities I (GP), LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware, United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 410,268 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 410,268 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 410,268 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 1.2% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) OO | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 410,268 shares of Common Stock held by Opportunities. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 6 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons Dr. John D. Diekman | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 2,324,584 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 2,324,584 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,324,584 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 6.8% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 2,231,601 shares of Common Stock held by Ventures IV and 92,983 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 7 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons Andrew J. Schwab | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 2,734,852 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 2,734,852 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,734,852 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 8.0% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 2,231,601 shares of Common Stock held by Ventures IV, 92,983 shares of Common Stock held by Co-Investors IV and 410,268 shares of Common Stock held by Opportunities. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 8 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons Dr. Kush Parmar | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 410,268 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 410,268 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 410,268 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 1.2% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 410,268 shares of Common Stock held by Opportunities. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 9 |
| CUSIP No. 810648 105 | |||||
| 1. | Names
of Reporting Persons Dr. Scott M. Rocklage | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 0 shares | |||
| 6. | Shared
Voting Power 2,324,584 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 shares | ||||
| 8. | Shared
Dispositive Power 2,324,584 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,324,584 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 6.8% (3) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 2,231,601 shares of Common Stock held by Ventures IV and 92,983 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| 10 |
| Item 1. | ||
| (a) | Name
of Issuer scPharmaceuticals Inc. | |
| (b) | Address
of Issuer’s Principal Executive Offices Burlington, Massachusetts 01830 | |
| Item 2. | ||
| (a) | Name
of Person Filing 5AM Co-Investors IV, L.P. (“Co-Investors IV”) 5AM Partners IV, LLC (“Partners IV”) 5AM Opportunities I, L.P. (“Opportunites”) 5AM Opportunities I (GP), LLC (“Opportunities GP”) Dr. John D. Diekman (“Diekman”) Andrew J. Schwab (“Schwab”) Dr. Kush Parmar (“Parmar”) Dr. Scott M. Rocklage (“Rocklage”) | |
| (b) | Address of Principal Business Office
or, if none, Residence 501 Second Street, Suite 350 San Francisco, CA 94107 | |
| (c) | Citizenship | |
| Entities: | 5AM Ventures IV, L.P. | - | Delaware | ||
| 5AM Co-Investors IV, L.P. | - | Delaware | |||
| 5AM Partners IV, LLC | - | Delaware | |||
| 5AM Opportunities I, L.P. | - | Delaware | |||
| 5AM Opportunities I (GP), LLC | - | Delaware | |||
| Individuals: | Diekman | - | United States of America | ||
| Schwab | - | United States of America | |||
| Parmar | - | United States of America | |||
| Rocklage | - | United States of America |
| (d) | Title
of Class of Securities Common Stock | |
| (e) | CUSIP
Number 810648 105 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable. | ||
| 11 |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| Reporting Persons | Shares
Held Directly | Sole Voting Power | Shared
Voting Power | Sole
Dispositive Power | Shared
Dispositive Power | Beneficial
Ownership | Percentage
of Class (6) | |||||||||||||||||||||
| Ventures IV (1) (3) | 2,231,601 | 2,231,601 | 2,231,601 | 2,231,601 | 6.6 | % | ||||||||||||||||||||||
| Co-Investors IV (2) (3) | 92,983 | 92,983 | 92,983 | 92,983 | 0.3 | % | ||||||||||||||||||||||
| Partners IV (1) (2) (3) | 2,324,584 | 2,324,584 | 2,324,584 | 6.8 | % | |||||||||||||||||||||||
| Opportunities (4) (5) | 410,268 | 410,268 | 410,268 | 410,268 | 1.2 | % | ||||||||||||||||||||||
| Opportunities GP (4) (5) | 410,268 | 410,268 | 410,268 | 1.2 | % | |||||||||||||||||||||||
| Diekman (1) (2) (3) | 2,324,584 | 2,324,584 | 2,324,584 | 6.8 | % | |||||||||||||||||||||||
| Schwab (1) (2) (3) (4) (5) | 2,734,852 | 2,734,852 | 2,734,852 | 8.0 | % | |||||||||||||||||||||||
| Parmar (4) (5) | 410,268 | 410,268 | 410,268 | 1.2 | % | |||||||||||||||||||||||
| Rocklage (1) (2) (3) (4) (5) | 2,324,584 | 2,324,584 | 2,324,584 | 6.8 | % | |||||||||||||||||||||||
| (1) | Includes 2,231,601 shares of Common Stock held by Ventures IV. |
| (2) | Includes 92,983 shares of Common Stock held by Co-Investors IV. |
| (3) | Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. |
| (4) | Includes 410,268 shares of Common Stock held by Opportunities. |
| (5) | Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. |
| (6) | This percentage is calculated based on 34,022,121 shares of Common Stock outstanding as of November 25, 2022 upon the closing of the Issuer’s public offering, as reported in the prospectus supplement dated November 22, 2022 filed by the Issuer with the SEC on November 23, 2022. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. |
| 12 |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| 5AM Ventures IV, L.P. | 5AM Co-Investors IV, L.P. | |||
| By: | 5AM Partners IV, LLC | By: | 5AM Partners IV, LLC | |
| its | General Partner | its | General Partner | |
| By: | /s/ Andrew J. Schwab | By: | /s/ Andrew J. Schwab | |
| Name: Andrew J. Schwab | Name: Andrew J. Schwab | |||
| Title: Managing Member | Title: Managing Member | |||
| 5AM Partners IV, LLC | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| 5AM Opportunities I, L.P. | 5AM Opportunities I (GP), LLC | |||
| By: | 5AM Opportunities I (GP), LLC | |||
| its | General Partner | |||
| By: | /s/ Andrew J. Schwab | By: | /s/ Andrew J. Schwab | |
| Name: Andrew J. Schwab | Name: Andrew J. Schwab | |||
| Title: Managing Member | Title: Managing Member | |||
| /s/ Dr. John D. Diekman | /s/ Andrew J. Schwab | |||
| Dr. John D. Diekman | Andrew J. Schwab | |||
| /s/ Dr. Kush Parmar | /s/ Dr. Scott M. Rocklage | |||
| Dr. Dr. Kush Parmar | Dr. Scott M. Rocklage | |||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
| 13 |
Exhibit(s):
A - Joint Filing Statement
| 14 |
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the
Common Stock of scPharmaceuticals Inc. is filed on behalf of each of us.
Dated: February 14, 2022
| 5AM Ventures IV, L.P. | 5AM Co-Investors IV, L.P. | |||
| By: | 5AM Partners IV, LLC | By: | 5AM Partners IV, LLC | |
| its | General Partner | its | General Partner | |
| By: | /s/ Andrew J. Schwab | By: | /s/ Andrew J. Schwab | |
| Name: Andrew J. Schwab | Name: Andrew J. Schwab | |||
| Title: Managing Member | Title: Managing Member | |||
| 5AM Partners IV, LLC | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| 5AM Opportunities I, L.P. | 5AM Opportunities I (GP), LLC | |||
| By: | 5AM Opportunities I (GP), LLC | |||
| its | General Partner | |||
| By: | /s/ Andrew J. Schwab | By: | /s/ Andrew J. Schwab | |
| Name: Andrew J. Schwab | Name: Andrew J. Schwab | |||
| Title: Managing Member | Title: Managing Member | |||
| /s/ Dr. John D. Diekman | /s/ Andrew J. Schwab | |||
| Dr. John D. Diekman | Andrew J. Schwab | |||
| /s/ Dr. Kush Parmar | /s/ Dr. Scott M. Rocklage | |||
| Dr. Dr. Kush Parmar | Dr. Scott M. Rocklage | |||
| 15 |