Material Agreement, Asset Transaction, Financial Obligation (Form 8-K)

Contingent Value Rights Agreement

Pursuant to the Merger Agreement, on October 7, 2025, the Company and the Rights Agent entered into the Contingent Value Rights Agreement (the "CVR Agreement") governing the terms of the CVRs issued pursuant to the Offer and the Merger (as defined below). The Rights Agent will maintain an up-to-date register ofthe holders of CVRs (the "Holders"). Holders will not be permitted to transfer the CVRs (subject to certain limited exceptions as set forth in the CVR Agreement).

Each CVR represents the right to receive the following contingent cash payments, without interest, subject to any applicable withholding taxes (each, a "Milestone Payment"), conditioned upon the achievement of the following milestone conditions within the following specified time periods:

With respect to each Milestone, until the earlier of the date on which such Milestone has been achieved and the applicable Milestone Outside Date, as applicable, the Company (directly or through its assignees or their respective affiliates or certain sublicensees of any of the foregoing) is obligated to use certain specified commercially reasonable efforts to achieve such Milestone. There can be no assurance that either Milestone 1 or Milestone 2 will be achieved on or before the applicable Milestone Outside Date or that any Milestone Payments will be made.

The foregoing description of the CVR Agreement is not complete and is qualified in its entirety by reference to the CVR Agreement, a copy of which is attached hereto as Exhibit 10.1and incorporated herein by reference.

The information set forth in the Introductory Note and Items 1.01 and 2.03 of this Current Report on Form 8-Kis incorporated by reference into this Item 2.01.

The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., Eastern time, on October 6, 2025 (such date and time, the "Expiration Date"). Purchaser was advised by Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, that as of the Expiration Date, a total of 39,933,692 scPharma Shares (excluding any scPharma Shares tendered pursuant to guaranteed delivery procedures that had not yet been "received," as such term is defined by Section 251(h) of the Delaware General Corporation Law (the "DGCL")) had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 73.47% of the issued and outstanding scPharma Shares as of the Expiration Date. In addition, Notices of Guaranteed Delivery had been delivered for 5,930,025 scPharma Shares, representing approximately 10.91% of the issued and outstanding scPharma Shares as of the Expiration Date. As of the Expiration Date, the number of scPharma Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement), and all other conditions to the Offer were satisfied. Promptly after the Expiration Date, Purchaser irrevocably accepted for payment all scPharma Shares validly tendered and not validly withdrawn pursuant to the Offer and payment of the Offer Price for such Shares was made promptly in accordance with the terms of the Offer and the Merger Agreement. The Company completed the acquisition of scPharma on October 7, 2025, by causing Purchaser to merge with and into scPharma (the "Merger") pursuant to the Merger Agreement without any action by scPharma stockholders in accordance with Section 251(h) of the DGCL. At the effective time of the Merger (the "Effective Time"), Purchaser was merged with and into scPharma, the separate existence of Purchaser ceased and scPharma continued as a direct wholly owned subsidiary of the Company.

At the Effective Time, each scPharma Share issued and outstanding immediately prior to the Effective Time (other than scPharma Shares owned by scPharma, the Company or Purchaser or by any of their respective subsidiaries (or held in scPharma's treasury), which were cancelled and ceased to exist, and no consideration was delivered in exchange therefor) was cancelled and ceased to exist, and (other than any Shares held by holders who were entitled to appraisal rights under Section 262 of the DGCL and who properly exercised and perfected such holder's respective demands for appraisal and, as of the Effective Time, had not effectively withdrawn or lost such holder's rights to such appraisal and payment under the DGCL), and was converted into the right to receive the Offer Price, without interest, subject to any applicable withholding of taxes.

In addition, pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, by virtue of the Merger, without any action on the part of scPharma, the Company or the holder thereof: (i) each option to purchase scPharma Shares (each, an "scPharma Option") that was outstanding and unexercised as of immediately prior to the Effective Time and that did not have an exercise price per scPharma Share that is equal to or greater than the Cash Amount, whether or not then vested or exercisable, was canceled and converted into the right to receive (x) an amount in cash,

without interest and subject to any applicable withholding taxes, equal to the product obtained by multiplying (A) the total number of scPharma Shares subject to such scPharma Option immediately prior to such cancellation by (B) the excess, if any, of (1) the Cash Amount over (2) the exercise price payable per scPharma Share underlying such scPharma Option and (y) one CVR in respect of each scPharma Share subject to such Company Option, and (ii) each restricted stock unit award with respect to scPharma Shares (each, an "scPharma RSU Award") that was outstanding immediately prior to the Effective Time, whether or not then vested, fully vested and was canceled and converted into the right to receive (x) an amount in cash, without interest and subject to any applicable withholding taxes, equal to the product obtained by multiplying (A) the number of scPharma Shares subject to such scPharma RSU Award immediately prior to such cancellation, by (B) the Cash Amount and (y) one CVR in respect of each scPharma Share subject to such scPharma RSU Award. All amounts payable to current or former scPharma employees with respect to scPharma Options and scPharma RSU Awards will be paid as soon as reasonably practicable after the Effective Time (but no later than fifteen (15) days after the Effective Time) and will be subject to deduction for any required tax withholding.

All warrants to purchase scPharma Shares ("scPharma Warrants") were exercised prior to the Effective Time, and the scPharma Shares underlying such exercised scPharma Warrants were treated in the same manner as each scPharma Share outstanding immediately prior to the Effective Time.

The aggregate cash paid by the Company and Purchaser in the Offer and the Merger at the Closing Date was approximately $296.5 million (the "Acquisition Price"), which was funded by the Company from its available cash on hand and net proceeds from borrowings under its Credit Agreement (as defined below). As described below in Item 2.03, the Company also funded the scPharma Debt Extinguishment (as defined below) totaling approximately $82.6 million.

The foregoing summary of the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1and incorporated herein by reference.

As previously disclosed, on August 24, 2025, the Company entered into Amendment No. 1 to Loan Agreement and Security Agreement (the "Credit Agreement Amendment") with Blackstone Alternative Credit Advisors LP, as Blackstone Representative (in such capacity, "Blackstone"), the lenders party thereto (the "Lenders"), the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent for the lenders (in such capacity, the "Agent"), which amended that certain Loan Agreement (the "Original Credit Agreement", and the Original Credit Agreement as amended by the Credit Agreement Amendment, the "Credit Agreement" and, the credit facility provided for thereunder, the "Blackstone Credit Facility"), dated August 6, 2025, among the Company, Blackstone, the lenders party thereto from time to time, the subsidiary guarantors party thereto from time to time, and Agent. Pursuant to the Credit Agreement Amendment, among other things, the Lenders agreed to provide an additional $175.0 million incremental delayed draw term loan solely to finance a portion of the fees, premiums, expenses and other transaction costs incurred in connection with the transactions contemplated by the Merger Agreement (the "Transaction Funding"), subject to certain customary draw down conditions as set forth in the Credit Agreement Amendment. In addition, pursuant to the Credit Agreement Amendment, the Lenders agreed to limit the conditions precedent to the Company's borrowing of up to $75.0 million of delayed draw term loans (out of the aggregate $125.0 million in delayed draw term loan commitments available under the Original Credit Agreement) to certain customary draw down conditions as set forth in the Credit Agreement Amendment to the extent such loans are used solely for the Transaction Funding.

As a condition to providing the Transaction Funding, upon the closing of the Merger, the Company was required to (i) repay and extinguish all outstanding indebtedness of scPharma under that certain Credit Agreement and Guaranty (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Existing Perceptive Credit Agreement"), dated as of August 9, 2024, by and among scPharma, the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings IV, LP ("Perceptive"), in its capacity as administrative agent for the lenders and (ii) repurchase Perceptive's rights to receive revenue payments pursuant to that certain Revenue Participation

Right Purchase and Sale Agreement (the "Existing Perceptive RIF Agreement"), dated as of August 9, 2024, by and between scPharma, as seller, and Perceptive, as buyer (such repayment, extinguishment and repurchase described in the preceding clauses (i) and (ii), the "scPharma Debt Extinguishment"), which scPharma Debt Extinguishment totaled an aggregate repayment and repurchase amount of approximately $82.6 million. Upon the scPharma Debt Extinguishment, each of the Existing Perceptive Credit Agreement and the Existing Perceptive RIF Agreement were terminated.

On October 7, 2025, the Company borrowed $250.0 million in delayed draw term loans to fund the Acquisition Price and the scPharma Debt Extinguishment.

The Blackstone Credit Facility will mature on August 6, 2030. The loans thereunder bear interest at a rate per annum equal to one, three or six month term SOFR (at the Company's election), subject to a 2% floor, plus a margin of 4.75%. Interest is paid quarterly or, if the Company elects one-monthSOFR, monthly. The interest rate margin increases to 5.00% at any time the Company's ratio of indebtedness to adjusted EBITDA (measured on a trailing four quarter basis) is greater than or equal to 5.00:1.00 as of the most recent fiscal quarter for which the Company has delivered financial statements.

The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is attached hereto as Exhibit 10.2and incorporated herein by reference.