Scholar Rock Announces $205 Million Registered Direct Offering
June 17 2022 - 7:30AM
Business Wire
Scholar Rock (NASDAQ: SRRK), a Phase 3, clinical-stage
biopharmaceutical company focused on the treatment of serious
diseases in which protein growth factors play a fundamental role,
today announced that it has entered into a securities purchase
agreement with certain institutional investors to sell, in a
registered direct offering, 16,326,530 shares of common stock and,
in lieu of common stock, pre-funded warrants to purchase 25,510,205
shares of common stock, and accompanying warrants to purchase
10,459,181 shares of common stock, at a price of $4.90 per share
and accompanying warrant or $4.8999 per pre-funded warrant and
accompanying warrant, for total gross proceeds of approximately
$205 million, before deducting placement agent commissions and
estimated offering expenses. The accompanying warrants will be
immediately exercisable and expire on December 31, 2025 and have an
exercise price of $7.35 per share. The offering is expected to
close on June 22, 2022, subject to the satisfaction of customary
closing conditions.
Scholar Rock intends to use the net proceeds from the offering,
together with existing cash, cash equivalents and investments, to
advance its ongoing and future clinical programs (including the
development of apitegromab in SMA through the anticipated Phase 3
SAPPHIRE topline data readout and SRK-181 in immuno-oncology), to
further develop its technology platform and to continue to advance
its preclinical pipeline, as well as other ongoing research and
development activities and for general corporate purposes.
J.P. Morgan Securities LLC is acting as lead placement agent and
Piper Sandler & Co. is acting as co-placement agent for the
offering.
Investors in the offering include Invus, Polaris Partners,
Redmile, Samsara BioCapital, and other institutional investors.
The securities were offered pursuant to an effective shelf
registration statement on Form S-3, as amended (File No.
333-254057) that was previously filed with the U.S. Securities and
Exchange Commission (the “SEC”) and declared effective by the SEC
on April 13, 2022. A final prospectus supplement, which contains
additional information relating to the offering, will be filed with
the SEC and will be available on the SEC’s website at www.sec.gov.
Electronic copies of the prospectus supplement may be obtained,
when available, from J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, by telephone at 866-803-9204, or by email at
prospectus-eq_fi@jpmchase.com; or Piper Sandler & Co., 800
Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus
Department, or by telephone at (800) 747-3924, or by email at
prospectus@psc.com.
Before investing in this offering, interested parties should
read the prospectus supplement, the accompanying prospectus and the
other documents that are incorporated by reference in such
prospectus supplement and the accompanying prospectus in their
entirety, which provide more information about Scholar Rock and the
offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy 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 any such 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, and
fibrosis. 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, Scholar Rock
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
anticipated closing date of the offering and use of proceeds from
the offering. The use of words such as “may,” “might,” “could,”
“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, without limitation, the
uncertainties related to market conditions and the completion of
the offering on the anticipated terms or at all, as well as those
risks more fully discussed in the sections entitled "Risk Factors"
in Scholar Rock’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2022, as well as discussions of potential risks,
uncertainties, and other important factors in Scholar Rock’s
subsequent filings with the Securities and Exchange Commission. 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/20220617005183/en/
Scholar Rock:
Investors Rushmie Nofsinger Scholar Rock
rnofsinger@scholarrock.com ir@scholarrock.com 857-259-5573
Media Ariane Lovell Finn Partners
ariane.lovell@finnpartners.com media@scholarrock.com
917-565-2204
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