13D Filing: OrbiMed Advisors and Scpharmaceuticals Inc (SCPH)

Item 1.

Security and Issuer

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.0001 per share (the “Shares”), of scPharmaceuticals Inc., a Delaware corporation (the “Issuer”), with its principal offices located at 2400 District Avenue, Suite 310, Burlington, Massachusetts 01830.  The Shares are listed on The NASDAQ Global Market under the ticker symbol “SCPH”.

Item 2.

Identity and Background

(a)          This Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VI LLC (“GP VI”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).

(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI, which is the sole general partner of OrbiMed Private Investments VI, LP (“OPI VI”), which holds Shares, as more particularly described in Item 3 below.  Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

GP VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Isaly, a natural person, is the managing member of Advisors and owns a controlling interest in Advisors.

The directors and executive officers of Advisors and GP VI are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:

(i)          name;

(ii)         business address;

(iii)        present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)        citizenship.

(d) – (e) During the last five years, neither the Reporting Persons nor any person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Isaly is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

On November 16, 2017, the Registration Statement on Form S-1 Amendment No. 2 filed with the Securities and Exchange Commission (the “SEC”) by the Issuer in connection with its initial public offering (the “IPO”) of 6,400,000 Shares was declared effective.

The closing of the IPO took place on November 21, 2017, and at such closing Advisors and GP VI, pursuant to their authority under the limited partnership agreements of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to purchase 833,333 Shares at the IPO price of $14.00 per Share.

The source of funds for such purchases was the working capital of OPI VI and capital contributions made to OPI VI.