12,000,000 Shares Pre-Funded Warrants to Purchase 500,000 Shares of Common Stock scPharmaceuticals Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2024 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 23rd, 2019 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
SCPHARMACEUTICALS INC. UP TO $50,000,000 SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • March 23rd, 2021 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
SCPHARMACEUTICALS INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 7th, 2017 • scPharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between scPharmaceuticals Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
scPharmaceuticals Inc. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 22, 2016Investors’ Rights Agreement • October 23rd, 2017 • scPharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 22st day of December 2016, by and among scPharmaceuticals Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 18th, 2019 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of September 17, 2019 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender and Silicon Valley Bank, a California corporation (“Bank”) as a Lender each a “Lender” and collectively, the “Lenders”), and scPharmaceuticals Inc., a Delaware corporation with offices located at 2400 District Avenue, Suite 310, Burlington, MA 01803 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
CREDIT AGREEMENT AND GUARANTY dated as of August 9, 2024 by and among SCPHARMACEUTICALS INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders, and...Credit Agreement • August 12th, 2024 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT AND GUARANTY, dated as of August 9, 2024 (this “Agreement”), among SCPHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and PERCEPTIVE CREDIT HOLDINGS IV, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
SCPHARMACEUTICALS INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2017 • scPharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the day of , 2017, between scPharmaceuticals Inc., a Delaware corporation (the “Company”), and John H. Tucker (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
SCPHARMACEUTICALS INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2020 • scPharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 12th day of December 2019 (the “Effective Date”), between scPharmaceuticals Inc., a Delaware corporation (the “Company”), and Rachael Nokes (the “Executive”).
THE DISTRICT 2400 DISTRICT AVENUE BURLINGTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN NEEP INVESTORS HOLDINGS LLC, a Delaware limited liability company (“LANDLORD”) AND SCPHARMACEUTICALS INC., a Delaware corporation (“TENANT”)Office Lease Agreement • August 31st, 2017 • scPharmaceuticals Inc. • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • October 23rd, 2017 • scPharmaceuticals Inc. • Pharmaceutical preparations
This LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2015 (the “Effective Date”), by and among scPharmaceuticals Inc., having an address at 131 Hartwell Avenue, Suite 215, Lexington, MA 02421 (“scPharma”) and Sensile Medical AG, having an address at Fabrikstrasse 10, CH-4614 Hägendorf, Switzerland (“Sensile Med”) and Sensile Holding AG (“Sensile Holding”) and Sensile Patent AG (“Sensile Patent”), both having an address at Zuger Strasse 76b, CH-6340, Baar, Switzerland (Sensile Med, Sensile Holding and Sensile Patent together in any combination, “Sensile”) (each of scPharma, Sensile Med, Sensile Holding and Sensile Patent, a “Party” and, collectively, the “Parties”),
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2019 • scPharmaceuticals Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 31, 2019 (the “Amendment Effective Date”), is made among scPharmaceuticals Inc., a Delaware corporation (“Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender and Silicon Valley Bank (“Bank”) as a Lender (each a “Lender” and collectively, the “Lenders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 23rd, 2017 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 23, 2017 (the “Effective Date”) among Solar Capital Ltd. (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender and Silicon Valley Bank (“Bank”) as a Lender each a “Lender” and collectively, the “Lenders”), and scPharmaceuticals Inc., a Delaware corporation with offices located at 131 Hartwell Avenue, Suite 215, Lexington, MA 02421 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 27th, 2018 • scPharmaceuticals Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 21, 2018 (the “Amendment Effective Date”), is made among scPharmaceuticals Inc., a Delaware corporation (“Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender and Silicon Valley Bank (“Bank”) as a Lender (each a “Lender” and collectively, the “Lenders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 21st, 2019 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 23, 2017 (the “Effective Date”) among Solar Capital Ltd. (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”) and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender and Silicon Valley Bank (“Bank”) as a Lender each a “Lender” and collectively, the “Lenders”), and scPharmaceuticals Inc., a Delaware corporation with offices located at 131 Hartwell Avenue, Suite 215, Lexington, MA 02421 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SmartDose– Development Agreement P19-0005-01Development Agreement • May 8th, 2019 • scPharmaceuticals Inc. • Pharmaceutical preparations
scPharmaceuticals(“scPharma”) at 2400 District Avenue, Suite 310, Burlington, MA 01803 and West Pharmaceutical Services, Inc. (“West”), with an address of 530 Herman O. West Drive, Exton, Pennsylvania 19341, wish to enter into an agreement for the development of a custom, single use SmartDose Gen II 10mL device (“Device”) for use with scPharma’s selected pipeline drug(s), Furoscix® pursuant to the terms and conditions of this Development Agreement (“Agreement”).
FIRST AMENDMENT TO LEASELease • May 16th, 2022 • scPharmaceuticals Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of April 11, 2022 (the “Effective Date”), by and between NEEP INVESTORS HOLDINGS LLC, a Delaware limited liability company (“Landlord”), and SCPHARMACEUTICALS INC., a Delaware corporation (“Tenant”).
SUBLEASE AGREEMENTSublease Agreement • September 20th, 2023 • scPharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE AGREEMENT, dated as of this 31st day of August, 2023 (“Sublease”), between 89 DEGREES, INC. (d/b/a Iris Concise), a Delaware corporation, having an office at c/o Iris USA, Inc., 112 Krog Street, Suite 26, Atlanta, GA 30307 (“Sublandlord”), and SCPHARMACEUTICALS INC., a Delaware corporation having an office at 2400 District Ave, Suite 310, Burlington, MA 01803 (“Subtenant”).
SUPPLY AGREEMENTSupply Agreement • November 16th, 2020 • scPharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This SUPPLY AGREEMENT (the “Agreement”) dated August 15, 2020 (the “Effective Date”), is between West Pharmaceutical Services, Inc., a Pennsylvania corporation with an address at 530 Herman O. West Drive, Exton, Pennsylvania 19341 on behalf of itself and its Affiliates ("West"), and scPharmaceuticals Inc., a Delaware corporation with an address at 2400 District Avenue, Suite 310, Burlington, MA 01803 ("Customer”).
Revenue Participation Right Purchase and Sale Agreement By and Between s and Perceptive Credit Holdings IV, LP Dated as of August 9, 2024Purchase and Sale Agreement • August 12th, 2024 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
This REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 9, 2024 (the “Effective Date”), is made and entered into by and between Perceptive Credit Holdings IV, LP, a Delaware limited partnership (the “Buyer”) and scPharmaceuticals Inc., a Delaware corporation (the “Seller”).
January 28, 2019 PERSONAL AND CONFIDENTIAL Troy Ignelzi Re: Separation Agreement Dear Troy:Separation Agreement • January 29th, 2019 • scPharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This letter confirms your separation from employment with scPharmaceuticals Inc. (the “Company”). This letter also proposes an agreement between you and the Company during which you would remain employed for a transitional period and then receive severance benefits. Your separation shall be effective February 28, 2019, unless you resign without “Good Reason” (as defined in your Employment Agreement with the Company dated November 16, 2017 (the “Employment Agreement”)) or unless the Company terminates your employment for “Cause” (as defined in the Employment Agreement) prior to that date. The actual last day of your employment with the Company, whether February 28, 2019 or an earlier date as provided in the preceding sentence, is the “Separation Date.”
Re: Separation AgreementSeparation Agreement • October 22nd, 2018 • scPharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This letter confirms your separation from employment with scPharmaceuticals Inc. (the “Company”) effective October 19, 2018 (the “Separation Date”). This letter also proposes an agreement between you and the Company.
SCPHARMACEUTICALS INC. UP TO $50,000,000 SHARES OF COMMON STOCK AMENDED AND RESTATED SALES AGREEMENTSales Agreement • March 13th, 2024 • scPharmaceuticals Inc. • Pharmaceutical preparations • New York
scPharmaceuticals Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“TD Cowen”), are parties to that certain Sales Agreement dated March 23, 2021 (the “Original Agreement”). The Company and TD Cowen desire to amend and restate the Original Agreement in its entirety as set forth in this Amended and Restated Sales Agreement (this “Agreement”).
SCPHARMACEUTICALS INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2023 • scPharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 16th day of November, 2017, between scPharmaceuticals Inc., a Delaware corporation (the “Company”), and John H. Tucker (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
