Item 1.01 Entry into a Material Definitive Agreement
On June 19, 2019, Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, Cowen and Company, LLC, and BMO Capital Markets Corp. acting as joint book-running managers for the underwriters listed therein (the “Underwriters”), in connection with its previously announced public offering (the “Offering”), pursuant to which the Underwriters agreed to purchase 3,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to public of $15.00 per share.
Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 450,000 shares of Common Stock at the same price per share as the Shares, less underwriting discounts and commissions. The Offering closed on June 24, 2019 and the Company received net proceeds from the sale of the Common Stock, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, of approximately $41.9 million.
The Company intends to use the net proceeds from this offering to fund (i) the SRK-015 program for the treatment of spinal muscular atrophy, including clinical trials and other development activities, (ii) the SRK-181 program for the treatment of cancers that are resistant to checkpoint blockade therapies, including preclinical and initial Phase 1 proof-of-concept trial activities, and (iii) preclinical activities for our other pipeline programs, and for working capital and other general corporate purposes.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-231920), including the prospectus dated June 10, 2019, as supplemented by a prospectus supplement dated June 19, 2019.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.