Scholar Rock Announces Pricing of Public Offering of Common Stock and Prefunded Warrants
October 28 2020 - 9:33PM
Business Wire
Scholar Rock Holding Corporation (Nasdaq: SRRK), a
clinical-stage biopharmaceutical company focused on the treatment
of serious diseases in which protein growth factors play a
fundamental role, today announced the pricing of an underwritten
public offering of 2,948,718 shares of its common stock at a public
offering price of $39.00 per share. In addition, in lieu of common
stock to certain investors, Scholar Rock is offering pre-funded
warrants to purchase 2,179,487 shares of its common stock at a
purchase price of $38.9999 per pre-funded warrant, which equals the
public offering price per share of the common stock less the
$0.0001 exercise price per share of each pre-funded warrant. The
aggregate gross proceeds to Scholar Rock from this offering are
expected to be approximately $200 million, before deducting
underwriting discounts and commissions and other estimated offering
expenses. In addition, Scholar Rock has granted the underwriters a
30-day option to purchase up to an additional 769,230 shares of
common stock at the public offering price per share of the common
stock, less the underwriting discounts and commissions. The
offering is expected to close on November 2, 2020, subject to the
satisfaction of customary closing conditions. All of the shares and
pre-funded warrants are being offered by Scholar Rock.
Scholar Rock intends to use the net proceeds from the offering
to advance SRK-015 in Spinal Muscular Atrophy, including costs
associated with preparing for and executing clinical trials
(including a Phase 3 clinical trial), SRK-181 in cancer
immunotherapy, development of its preclinical and discovery
programs, as well as for working capital and other general
corporate purposes.
J.P. Morgan Securities LLC, Jefferies LLC and Credit Suisse
Securities (USA) LLC are acting as joint book-running managers for
the offering. BMO Capital Markets Corp. is acting as lead manager
for the offering.
The securities described above are being offered by Scholar Rock
pursuant to a shelf registration statement on Form S-3 (No.
333-231920) that was declared effective by the Securities and
Exchange Commission (SEC) on June 10, 2019. A preliminary
prospectus supplement and accompanying prospectus and a free
writing prospectus relating to and describing the terms of the
offering were filed with the SEC on October 27, 2020 and October
28, 2020, respectively, and are available on the SEC’s website
located at www.sec.gov. A copy of the final prospectus supplement
and accompanying prospectus relating to the offering will be filed
with the SEC and may be obtained, when available, by contacting:
J.P. Morgan Securities LLC, Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by
telephone at 1-866-803-9204 or by email at
prospectus-eq_fi@jpmchase.com; Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY 10022, by telephone at 877-547-6340 or by email at
Prospectus_Department@Jefferies.com; or Credit Suisse Securities
(USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens
Drive, Morrisville, NC 27560, by telephone at (800) 221-1037 or by
email at usa.prospectus@credit-suisse.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
state or jurisdiction.
About Scholar Rock
Scholar Rock is a clinical-stage biopharmaceutical company
focused on the discovery and development of innovative medicines
for the treatment of serious diseases in which signaling by protein
growth factors plays a fundamental role. Scholar Rock is creating a
pipeline of novel product candidates with the potential to
transform the lives of patients suffering from a wide range of
serious diseases, including neuromuscular disorders, cancer,
fibrosis and anemia. Scholar Rock’s approach to targeting the
molecular mechanisms of growth factor activation enabled it to
develop a proprietary platform for the discovery and development of
monoclonal antibodies that locally and selectively target these
signaling proteins at the cellular level. By developing product
candidates that act in the disease microenvironment, the Company
intends to avoid the historical challenges associated with
inhibiting growth factors for therapeutic effect. Scholar Rock
believes its focus on biologically validated growth factors may
facilitate a more efficient development path.
Scholar Rock® is a registered trademark of Scholar Rock,
Inc.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding the
timing and completion of the proposed offering and the expected use
of proceeds from the proposed offering. The use of words such as
“may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “project,” “intend,” “future,” “potential,”
or “continue,” and other similar expressions are intended to
identify such forward-looking statements. All such forward-looking
statements are based on management's current expectations of future
events and are subject to a number of risks and uncertainties that
could cause actual results to differ materially and adversely from
those set forth in or implied by such forward-looking statements.
These risks and uncertainties include fluctuations in Scholar
Rock’s stock price, changes in market conditions and satisfaction
of customary closing conditions related to the public offering and
those risks more fully discussed in the section entitled "Risk
Factors" in Scholar Rock’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020, as well as discussions of potential
risks, uncertainties, and other important factors in Scholar Rock’s
subsequent filings with the SEC. Any forward-looking statements
represent Scholar Rock’s views only as of today and should not be
relied upon as representing its views as of any subsequent date.
All information in this press release is as of the date of the
release, and Scholar Rock undertakes no duty to update this
information unless required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20201028006305/en/
Scholar Rock Contact: Investors/Media Catherine Hu,
917-601-1649 chu@scholarrock.com
Media Contact: The Yates Network Kathryn Morris,
914-204-6412 kathryn@theyatesnetwork.com
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