scPharmaceuticals Inc. (SCPH) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. And welcome to the scPharmaceuticals Inc. Annual Shareholder Meeting. At this time, the meeting will begin and it is my pleasure to turn the floor over to your host, Jack Khattar. Sir, the floor is yours.

Good afternoon, ladies and gentlemen, and welcome to the 2020 Annual Meeting of scPharmaceuticals Inc. We are very pleased to have you with us. I'm Jack Khattar, Chairman of the Board of Directors, and I will preside over today's meeting. We're fortunate to have the option to host our meeting virtually during the COVID-19 crisis, which allows us to be more inclusive and reach a greater number of our stockholders. All stockholders participating in the meeting are attending via the web portal. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. It is now shortly after 12:30 p.m. on June 9, and this meeting is officially called to order. The business before this meeting is described in our notice of annual meeting of stockholders and proxy statement, a copy of which has been provided to our stockholders. The rules of conduct will govern how we will run the meeting. They are available in addition to our proxy statement and 10-K report on the web portal link. I would like to start with introducing the other members of the Board of Directors at today's meeting: John Tucker, who has served as one of our directors since February 2017, he's currently President and CEO of scPharmaceuticals; Mette Kirstine Agger, who has served as a director since March 2014; Minnie Baylor-Henry, who has served as Director since July 2018; Dorothy Coleman, who has served as a Director since March 2015; Mason Freeman, who has served as a Director since July 2018; Fred Hudson, who has served as a Director since June 2018; Len Schaeffer, who has served as a Director since October 2014; and Klaus Veitinger, who has served as a Director since November 2017. John Tucker is our Corporate Secretary and will act as the Secretary of the meeting. Broadridge Financial Solutions, Inc. has acted as a tabulator for this annual meeting and has delivered to Mr. Tucker a final vote tabulation report as of 12 a.m. this morning signed by an authorized representative of Broadridge. Lou Larsen, a representative of Broadridge Financial Solutions, will act as the Inspector of Elections. He has taken his oath as the Inspector of Elections which will be filed with the company's records. Dan Gaffey of RSM US LLP, our independent registered public accounting firm, is with us this afternoon. He is available to answer appropriate questions raised at this meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the web portal is permitted to use any audio recording device. The Board of Directors fixed the close of business on April 13, 2020, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered to the Board attesting to the fact that either a notice of Internet availability of the notice of the meeting, the proxy statement and the 2019 annual report on Form 10-K or the documents themselves were mailed on or about April 27, 2020, with fulfillment completed on May 18, 2020, to all stockholders as of the record date. Any mailing delays were due to complications related to COVID-19. The affidavit will be incorporated into the minutes of this meeting. At this meeting, we are asking stockholders to: one, elect 3 Class III directors. The current Board has nominated John Tucker, Jack Khattar and Klaus Veitinger, each to hold office until 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal. And second, ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Our amended and restated bylaws require that a majority of the outstanding shares of our capital stock entitled to vote be represented in person or by proxy at the meaning for us to have a quorum. The stockholder list shows that of the record date, there were 20,983,363 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that 13,394,758 shares of common stock or approximately 63.83% of the voting power on the record date are participating in the meeting, either on behalf of themselves or by proxy. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. After we complete our official business, there will be a question-and-answer session. This meeting is now duly convened. The report of a quorum and all proxies received at this meeting will be filed in the company's records. We will now consider today's proposals. Proposal one, election of 3 Class III directors. The first proposal is the election of 3 Class III directors: John Tucker, Jack Khattar and Klaus Veitinger, each to hold office until the 2023 Annual Meeting of Stockholders or until his successor is duly elected and qualified or until his early resignation or removal. If you would like to ask a question pertaining to this proposal, please complete the designated fields on the web portal. Proposal two, ratification of the appointment of RSM US LLP. The second proposal before us today is the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. If you would like to ask a question pertaining to this proposal, please complete the designated fields on the web portal. Kathy, are there any questions related to the first or second proposal?

There are no questions.

It is now 12:38 p.m. on June 9, 2020, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action as your shares will be voted accordingly. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls now closed for the 2020 scPharmaceuticals Annual Stockholder Meeting at 12:39 p.m. on June 9, 2020. The Inspector of Elections has the completed ballots and will certify the voting results. The Inspector of Elections has the preliminary results as of close of voting yesterday. John Tucker, Jack Khattar, Klaus Veitinger have been elected directors of the company with terms ending at the annual meeting of stockholders in 2023. In addition, the Audit Committee's appointment of RSM US LLP as the company's independent registered public accounting firm for 2020 has been ratified. Upon certification, a Form 8-K with the final results of the voting will be filed with the SEC as soon as possible after the meeting. I direct that the report and certificate of Inspector of Elections be filed with the minutes of this meeting. This ends the formal portion of our meeting. I would like to express my sincere appreciation to the stockholders who attended the meeting and voted as well as those who submitted their proxies, but were not able to be present in person. The 2020 Annual Meeting of Stockholders of scPharmaceuticals is now officially adjourned. I will now ask our Senior Vice President of Finance, Rachael Nokes to join John and me to open the floor to questions and comments. If you would like to ask a question, please enter them in the web portal. Please note that any statements that we make today that are other than historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Please be aware that all such forward-looking statements involve risks and uncertainties such as those detailed in our SEC filings, including our 10-K and most recent 10-Q. Any forward-looking statements that we must -- that we make must be considered in light of these factors. Actual results may vary materially. Kathy, are there any questions?

There are no questions.

Thank you all for joining us today.

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation. And have a wonderful day.