Scholar Rock Announces Pricing of Upsized $300 Million Public Offering of Common Stock and Pre-Funded Warrants
09 Oktober 2024 - 5:08AM
Business Wire
Scholar Rock Holding Corporation (Nasdaq: SRRK), a late-stage
biopharmaceutical company focused on advancing innovative
treatments for spinal muscular atrophy (SMA), cardiometabolic
disorders, and other serious diseases where protein growth factors
play a fundamental role, today announced the pricing of an upsized
underwritten public offering of 10,265,488 shares of its common
stock at a public offering price of $28.25 per share and, in lieu
of common stock to investors who so choose, pre-funded warrants to
purchase 353,983 shares of common stock at a public offering price
of $28.2499 per pre-funded warrant, which represents the per share
public offering price for the shares of common stock less the
$0.0001 per share exercise price for each pre-funded warrant. All
of the shares and pre-funded warrants are being offered by Scholar
Rock. The offering is expected to close on October 10, 2024,
subject to the satisfaction of customary closing conditions. In
addition, Scholar Rock has granted the underwriters a 30-day option
to purchase up to an additional 1,592,920 shares of common stock at
the public offering price, less the underwriting discounts and
commissions.
The gross proceeds from the offering, before deducting the
underwriting discounts and commissions and offering expenses
payable by Scholar Rock and assuming no exercise of the pre-funded
warrants, are expected to be approximately $300 million. Scholar
Rock intends to use the net proceeds from the offering to support
commercialization of apitegromab, to advance its ongoing and future
clinical programs, to further develop its technology platform to
continue to advance its clinical and preclinical pipeline, and for
working capital and other general corporate purposes.
J.P. Morgan Securities LLC, Jefferies and Piper Sandler &
Co. are acting as joint book-running managers for the offering. BMO
Capital Markets Corp., Wedbush Securities Inc. and Raymond James
& Associates, Inc. are acting as co-managers for the
offering.
An automatically effective shelf registration statement on Form
S-3 relating to the offering of the shares of common stock and
pre-funded warrants described above was filed with the Securities
and Exchange Commission (SEC) on October 7, 2024. A preliminary
prospectus supplement and accompanying prospectus relating to the
offering were filed with the SEC on October 7, 2024, 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, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com
and postsalemanualrequests@broadridge.com; Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, NY 10022, by telephone at 877-821-7388, or by
email at prospectus_department@jefferies.com; or Piper Sandler
& Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402,
Attention: Prospectus Department, by telephone at 800-747-3924, or
by email at prospectus@psc.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 biopharmaceutical company that discovers,
develops, and delivers life-changing therapies for people with
serious diseases that have high unmet need. As a global leader in
the biology of the transforming growth factor beta (TGFβ)
superfamily of cell proteins and named for the visual resemblance
of a scholar rock to protein structures, the clinical-stage company
is focused on advancing innovative treatments where protein growth
factors are fundamental. Over the past decade, Scholar Rock has
created a pipeline with the potential to advance the standard of
care for neuromuscular disease, cardiometabolic disorders, cancer,
and other conditions where growth factor-targeted drugs can play a
transformational role.
This commitment to unlocking fundamentally different therapeutic
approaches is powered by broad application of a proprietary
platform, which has developed novel monoclonal antibodies to
modulate protein growth factors with extraordinary selectivity. By
harnessing cutting-edge science in disease spaces that are
historically under-addressed through traditional therapies, Scholar
Rock works every day to create new possibilities for patients.
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 the expected use of
proceeds from the 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, 2024, 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/20241008559749/en/
Scholar Rock: Investors Rushmie Nofsinger Scholar
Rock rnofsinger@scholarrock.com ir@scholarrock.com 857-259-5573
Media Molly MacLeod Scholar Rock mmacleod@scholarrock.com
media@scholarrock.com 802-579-5995
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