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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event Reported): October 8, 2024
Scholar Rock Holding Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-38501 |
82-3750435 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
Number) |
| |
|
|
| 301 Binney Street, 3rd Floor, Cambridge, MA 02142 |
| (Address of Principal Executive Offices) (Zip Code) |
(857) 259-3860
(Registrant's telephone
number, including area code)
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name of each exchange
on which registered |
| Common Stock, par value $0.001 per share |
SRRK |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR §240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 8, 2024, Scholar Rock Holding
Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan
Securities LLC, Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”),
relating to the issuance and sale of an aggregate of (i) 10,265,488 shares (the “Firm Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $28.25 per share and (ii) pre-funded warrants
to purchase up to 353,983 shares of Common Stock (the “Pre-Funded Warrants”) at a price to the public of $28.2499
per warrant, which represents the per share public offering price for the Shares less the $0.0001 per share exercise price for each such Pre-Funded Warrant
(the “Offering”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase
up to 1,592,920 additional shares of Common Stock in an amount equal to 15% of the securities offered in the public offering (the “Option
Shares” and together with the Firm Shares, the “Shares”).
The Underwriting Agreement contains customary
representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations,
including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties
and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were
solely for the benefit of the parties to the Underwriting Agreement.
The aggregate net proceeds to the Company, after deducting underwriting discounts and commissions and other estimated offering expenses
payable by the Company, will be approximately $282.3 million. The Company may receive nominal proceeds, if any, from the exercise
of the Pre-Funded Warrants. The Offering is expected to close on October 10,
2024, subject to customary closing conditions. All of the Shares and Pre-Funded Warrants in the Offering are being sold by the
Company.
The Pre-funded Warrants
are immediately exercisable, have an exercise price of $0.0001 and may be exercised at any time after the date of issuance. A holder of
Pre-funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% (or,
at the election of the purchaser, 4.99%, 14.99% or 19.99%) of the number of shares of the Common Stock outstanding immediately after giving
effect to such exercise. A holder of Pre-funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing
at least 61 days’ prior notice to the Company.
The Offering is being made pursuant to a prospectus
supplement, dated October 8, 2024 (the “Prospectus Supplement”), filed with the Securities and Exchange Commission (“SEC”)
on October 9, 2024 and an accompanying base prospectus that forms a part of the registration statement on Form S-3ASR (File
No. 333- 282530), filed with the SEC on October 7, 2024, which was effective upon filing with the SEC. This Current Report on
Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares, the Option Shares or the Pre-Funded
Warrants.
The foregoing description of the Underwriting
Agreement and terms of the Pre-Funded Warrants do not purport to be a complete description of the rights and obligations of the parties
thereunder, and are qualified in their entirety by reference to the full text of the Underwriting Agreement and Form of Pre-Funded
Warrant that are filed as Exhibit 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference
herein.
The legal opinion of Goodwin Procter LLP relating
to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the Offering is filed as Exhibit 5.1 to this
Current Report on Form 8-K.
Forward Looking Statements
This Current Report on Form 8-K contains
forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not
limited to, statements related to the Offering, the amount of proceeds expected from the Offering and the timing and certainty of completion
of the Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the Company’s
ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from time to time in the Company’s
Securities and Exchange Commission filings, including in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024,
its Current Reports on Form 8-K and the prospectus supplement dated October 8, 2024 relating to the Offering. These documents
contain important factors that could cause actual results to differ from current expectations and from forward-looking statements contained
in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K
and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances
after the date of this Current Report on Form 8-K.
On October 7, 2024, the Company
issued a press release announcing the Offering. On October 8, 2024, the Company issued a press release announcing that it had
priced the Offering. A copy of both press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, to this Current
Report on Form 8-K, and are incorporated by reference herein.
Based on the Company's current plans, the Company believes its existing cash, cash equivalents and marketable securities, together with the net proceeds from
the Offering, will be sufficient to fund its operations into the fourth quarter of 2026. The Company has based this estimate on assumptions that
may prove to be wrong, and the Company could use its available capital resources sooner than it expects.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Scholar Rock Holding Corporation |
| |
|
|
| Date: October 10, 2024 |
By: |
/s/ Junlin Ho |
| |
|
Junlin Ho |
| |
|
General Counsel and Corporate Secretary |
Exhibit 1.1
Execution
Scholar
Rock Holding Corporation
10,265,488 Shares of Common Stock, par value $0.001
per share
Pre-Funded Warrants to Purchase 353,983 Shares
of Common Stock
Underwriting Agreement
October 8, 2024
J.P. Morgan Securities LLC
Jefferies LLC
Piper Sandler & Co.
As Representatives of the
several Underwriters listed
in Schedule 1 hereto
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
c/o Piper Sandler & Co.
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Ladies and Gentlemen:
Scholar Rock Holding Corporation, a Delaware corporation
(the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”),
for whom you are acting as representatives (the “Representatives”), an aggregate of 10,265,488 shares (the “Underwritten
Shares”) of common stock, par value $0.001 per share (“Common Stock”), of the Company, pre-funded warrants to purchase
an aggregate of 353,983 shares of Common Stock in a form to be mutually agreed upon by the Company and the Representatives (the “Warrants”)
and, at the option of the Underwriters, up to an additional 1,592,920 shares of Common Stock (the “Option Shares”). The Underwritten
Shares and the Warrants are herein referred to as the “Underwritten Securities.” The Underwritten Shares and the Option Shares
are herein referred to as the “Shares.” The shares of Common Stock issuable upon the exercise of the Warrants are herein referred
to as the “Warrant Shares.” The Shares and Warrants are herein referred to as the “Securities.” The shares of
Common Stock to be outstanding after giving effect to the sale of the Shares and the exercise of the Warrants are referred to herein as
the “Stock.”
The Company hereby confirms its agreement with
the several Underwriters concerning the purchase and sale of the Securities, as follows:
1. Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities
Act”), a registration statement on Form S-3ASR (File No. 333-282530), including a prospectus, relating to the Shares,
the Warrants and the Warrant Shares. Such registration statement, as amended at the time it became effective, including the information,
if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time
of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and
as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments
thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and
the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term
“Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173
under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration
statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any
reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus,
as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the
Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after
such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively,
the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Registration Statement and the Prospectus.
At or prior to the Applicable Time (as defined
below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing
Disclosure Package”): a Preliminary Prospectus dated October 7, 2024 and each “free-writing prospectus” (as defined
pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.
“Applicable Time” means 7:45 P.M.,
New York City time, on October 8, 2024.
2. Purchase
of the Securities.
(a) The
Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this
“Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject
to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per Share of $26.626 (the “Share Purchase
Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule
1 hereto, and to purchase from the Company, Warrants in respect of the respective number of Warrants set forth opposite such Underwriter’s
name in Schedule 1 hereto at a price of $26.6259 per Warrant (the “Warrant Purchase Price”).
In addition, the Company agrees to issue and sell
the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations,
warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally
and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions
declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.
If any Option Shares are to be purchased, the number
of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate
number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule
1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being
purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the
Representatives in their sole discretion shall make.
The Underwriters may exercise the option to purchase
Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus,
by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which
the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date
and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business
day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions
of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified
therein, provided that if such date and time of delivery are the same as the Closing Date, such notice may be given one business day prior
to such date and time of delivery.
(b) The
Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities on
the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities
to or through any affiliate of an Underwriter.
(c) Payment
for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives
in the case of the Underwritten Securities, at the offices of Cooley LLP, counsel for the Underwriters, at 55 Hudson Yards, New York,
New York 10001 at 10:00 A.M. New York City time on October 10, 2024, or at such other time or place on the same or such other
date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case
of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’
election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the
“Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred
to as the “Additional Closing Date.”
Payment for the Securities to be purchased on the
Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective
accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be,
with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall
be made in book-entry form registered in such names and in such denominations as the Representatives shall request in writing not later
than two full business days prior to such date, through the facilities of The Depository Trust Company (“DTC”) unless the
Representatives shall otherwise instruct. The Warrants shall be delivered to the Representatives in definitive form, registered in such
names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be
made available for inspection by the Representatives on the business day prior to the Closing Date.
Notwithstanding the foregoing, the Company and
the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date
to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $28.2499
per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers
on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the
Underwriters; provided that, the underwriting discounts and commissions in respect of the Warrants, as calculated by subtracting
the Warrant Purchase Price set forth in Section 2(a) hereof from the Public Offering Price per Warrant set forth on Annex A
hereto, shall be deducted and withheld from the amount otherwise payable by the Representatives to the Company for the Shares as set forth
above in this Section 2(c).
In the event that any purchaser of the Warrants
in the public offering fails to make payment to the Company for all or part of the Warrants (the “Failed Warrants”) on the
Closing Date, the Representatives may elect, by written notice to the Company and payment of the Share Purchase Price by wire transfer
in immediately available funds to the account specified by the Company at the location and time designated in this Section 2(c) for
the Closing Date, to receive a number of shares of Common Stock equivalent to the number of Failed Warrants at the Share Purchase Price
in lieu of the Failed Warrants that were otherwise to have been delivered to the purchasers thereof under this Agreement.
(d) The
Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s
length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection
with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other
person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal,
tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such
matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and
neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto.
Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating
to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
3. Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter that:
(a) Compliance
with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Registration Statement
is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with
the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such
registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
received by the Company. The Company has complied, to the Commission’s satisfaction with all requests of the Commission for additional
or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings
for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities
have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the
time the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) was
filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company
met the then-applicable requirements for use of Form S-3 under the Securities Act. The Company meets the requirements for use of
Form S-3 under the Securities Act specified in FINRA Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to
be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time they were or
hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all
material respects with the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or
the Pricing Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
(b) Disclosure.
Each Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”), was identical
(except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection
with the offer and sale of the Securities. Each of the Registration Statement and any post-effective amendment thereto, at the time it
became or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. As of the Applicable Time, the Pricing Disclosure Package (including any preliminary prospectus wrapper) did not,
and at the Closing Date and at each applicable Additional Closing Date, will not, contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Prospectus (including any Prospectus wrapper), as of its date, did not, and at the Closing Date and at each applicable Additional
Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set
forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective
amendment thereto, or the Prospectus or the Pricing Disclosure Package, or any amendments or supplements thereto, made in reliance upon
and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly
for use therein, it being understood and agreed that the only such information consists of the information described in Section 7(b) below.
There are no contracts or other documents required to be described in the Pricing Disclosure Package or the Prospectus or to be filed
as an exhibit to the Registration Statement which have not been described or filed as required.
(c) Free
Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company
was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Securities pursuant
to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to
Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of
the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material
respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission or retention where
required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion
of the public offer and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will
conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus and not superseded
or modified. Each free writing prospectus, when considered together with the Pricing Disclosure Package, did not, as of the Applicable
Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. Except for the free writing prospectuses, if any, identified in
Annex A hereto, including the free writing prospectus substantially in the form of Annex of Annex B-1 (the “Warrant FWP”),
electronic road shows, if any, furnished to the Representatives before first use, and any document not constituting a prospectus pursuant
to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act (an “Issuer Free Writing Prospectus”),
the Company has not prepared, used or referred to, and will not, without the Representatives’ prior written consent, which consent
shall not be unreasonably withheld, prepare, use or refer to, any free writing prospectus. Each road show, when considered together with
the Pricing Disclosure Package, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Distribution
of Offering Material By the Company. Prior to the latest of (i) the expiration or termination of the option granted to the several
Underwriters in Section 2 and (ii) the completion of the Underwriters’ distribution of the Securities, the Company has
not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the
Registration Statement, the Pricing Disclosure Package, the Prospectus or any free writing prospectus reviewed and consented to by the
Representatives, which consent shall not be unreasonably withheld, the free writing prospectuses, if any, identified on Annex A hereto
and any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B
under, the Securities Act (each, a “Testing-the-Waters Communication” and, if a written communication, a “Written Testing-the-Waters
Communication”). The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications
other than those listed on Annex B-2 hereto. Each Written Testing-the-Waters Communication, when considered together with the Pricing
Disclosure Package, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(f) Authorization
of the Securities and Warrant Shares. (i) The Shares have been duly authorized for issuance and sale pursuant to this Agreement
and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid
and nonassessable; (ii) the Warrants have been duly authorized by the Company and, when executed and delivered by the Company in
accordance with this Agreement, will constitute valid and legally binding agreements of the Company enforceable against the Company in
accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’
rights generally or by equitable principles relating to enforceability, and will conform to the description thereof contained in the Registration
Statement, the Pricing Disclosure Package and the Prospectus; (iii) the Warrant Shares to be issued by the Company upon exercise
of the Warrants, as provided therein, have been duly and validly authorized and reserved for issuance upon exercise of the Warrants in
a number sufficient to meet the current exercise requirements and, when issued and delivered upon exercise pursuant to the terms the Warrants,
will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the descriptions thereof in
the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iv) and the issuance and sale of the Securities
and the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase
the Securities or the Warrant Shares.
(g) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except
for such rights as have been duly waived.
(h) No
Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and
the Prospectus: (i) there has been no material adverse change, or any development that would reasonably be expected to result in
a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, liabilities
or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered
as one entity (any such change being referred to herein as a “Material Adverse Change”); (ii) the Company and its subsidiaries,
considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation
any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered
by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in
the aggregate, to the Company and its subsidiaries, considered as one entity, or has entered into any transactions not in the ordinary
course of business; and (iii) there has not been any material decrease in the capital stock or any material increase in any short-term
or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid
or made by the Company or, except for dividends paid to the Company or other subsidiaries, by any of the Company’s subsidiaries
on any class of capital stock, or any repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.
(i) Independent
Accountants. Ernst & Young LLP, which has expressed its opinion with respect to the financial statements (which term as used
in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement, the Pricing Disclosure
Package and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, the Exchange
Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a
registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested
such registration to be withdrawn.
(j) Financial
Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Pricing Disclosure Package
and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as
of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified.
Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States
(“GAAP”), applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related
notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments
and do not contain all footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all
material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other
financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Disclosure Package
or the Prospectus. The financial data set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus
under the caption “Capitalization” fairly presents, in all material respects, the information set forth therein on a basis
consistent with that of the audited financial statements contained in the Registration Statement, the Pricing Disclosure Package and the
Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing
prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the
Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To
the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm,
or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided
the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a
part of the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(k) Company’s
Accounting System. The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of internal
accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language
included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents
the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines
applicable thereto.
(l) Disclosure
Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. Except as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, the Company has established and maintains disclosure controls and procedures
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating
to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal
financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange
Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s
most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established.
Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness
in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal
control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred
during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
(m) Incorporation
and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct
its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform
its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing
in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct
of business, except where the failure to be so qualified or in good standing, as the case may be, or to have such power or authority would
not, individually or in the aggregate, have a Material Adverse Effect (defined below).
(n) Subsidiaries.
Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities
Act) has been duly incorporated or organized, as the case may be, and is validly existing and in good standing (where such concept is
recognized) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other)
to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. Each of the Company’s subsidiaries is duly qualified to transact business and is in good standing (where
such concept is recognized) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure to be so qualified or in good standing, as the case may be, or have such
power or authority would not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding capital
stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued,
are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association
or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.
(o) Capitalization
and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration
Statement, the Pricing Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent
issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, or upon the vesting and
settlement of RSUs, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus). The Shares,
when issued pursuant to the terms of this Agreement, and the Warrant Shares, when issued and delivered upon exercise as provided under
the Warrants, will conform, in all material respects, to the description thereof contained in the Pricing Disclosure Package. All of the
issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have
been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock was issued
in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the
Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase,
or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries
other than those described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s
stock option, stock bonus and other stock plans or arrangements (each, a “Company Stock Plan”), and the options or other rights
granted thereunder, set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus accurately and fairly presents,
in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.
(p) Stock
Exchange Listing. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed
on The Nasdaq Global Select Market (the “Nasdaq”), and the Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq, nor
has the Company received any notification that the Commission or the Nasdaq is contemplating terminating such registration or listing.
To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Nasdaq.
(q) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation
of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default
(or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement,
note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security
agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company
or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets
are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate,
to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities
or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s
execution, delivery and performance of this Agreement and the Warrants, consummation of the transactions contemplated hereby, by the Warrants,
and by the Registration Statement, the Pricing Disclosure Package and the Prospectus and the issuance and sale of the Securities and the
Warrant Shares (including the use of proceeds from the sale of the Securities as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary
corporate action and will not result in any violation of the provisions of the charter or by-laws, partnership agreement or operating
agreement or similar organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute
a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent
of any other party to, any Existing Instrument, except as could not be expected, individually or in the aggregate, to have a Material
Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree
applicable to the Company or any of its subsidiaries, except for such violations as would not be expected, individually or in the aggregate,
to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or
other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this
Agreement, the Warrants and the consummation of the transactions contemplated hereby and by the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except such as have been obtained or made or will be made by the Company under the Securities Act and such
as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”).
As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice
or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s
behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of
its subsidiaries.
(r) Compliance
with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations,
except where failure to be so in compliance could not be expected, individually or in the aggregate, to have a Material Adverse Effect.
(s) No
Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any governmental
entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which
if determined adversely to the Company or any of its subsidiaries would reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the
performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the
Company or any such subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary
routine litigation incidental to the business, if determined adversely to the Company, would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. No material labor dispute with the employees of the Company or any of its subsidiaries
exists or, to the knowledge of the Company, is threatened or imminent. To the knowledge of the Company, no material labor dispute with
the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists, or is threatened or imminent.
(t) Intellectual
Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent
applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them (collectively, “Intellectual
Property”); and, with respect to the commercialization of the product candidates described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate,
have a Material Adverse Effect. To the Company’s knowledge, there is no other Intellectual Property that is necessary for the conduct
of its and its subsidiaries respective businesses as currently conducted or as currently proposed to be conducted in the manner described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus. There are no third parties who have material rights
to any Intellectual Property, except for (i) Adimab, LLC pursuant to the Amended and Restated Collaboration Agreement, dated March 12,
2019; and (ii) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries;
and, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property. Except as described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property,
and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging
the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable
basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise
violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure
Package or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade
secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such
action, suit, proceeding or claim. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to
which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect.
The product candidates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development
by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or
exclusively licensed to, the Company or any subsidiary.
(u) All
Necessary Permits, etc. The Company and its subsidiaries possess such valid and current certificates, authorizations or permits
required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted and
as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (“Permits”), except where the
failure to possess the same or so qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any
notice of proceedings relating to the revocation or modification of, or non-compliance with the Permits, except for such violations, defaults
or proceedings if resolved unfavorably, would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect.
(v) Title
to Properties. Except as disclosed in the Disclosure Package, the Company and its subsidiaries have good and marketable title to all
of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above
(or elsewhere in the Registration Statement, the Pricing Disclosure Package or the Prospectus), in each case free and clear of any security
interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely
affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company.
The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under
valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to
be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
(w) Tax
Law Compliance. Except in any case in which failure to pay or file (as applicable) would not, individually or in the aggregate, have
a Material Adverse Effect, the Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax
returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable,
any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate
proceedings. Except to the extent of any inadequacy that would not, individually or in the aggregate, result in a Material Adverse Effect,
the Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(j) above
in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or
any of its subsidiaries has not been finally determined.
(x) Insurance.
Each of the Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are reasonably deemed adequate and customary for their businesses including,
but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage,
destruction, acts of vandalism and earthquakes and policies covering the Company and its subsidiaries for product liability claims and
clinical trial liability claims. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to
renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has been denied any insurance
coverage which it has sought or for which it has applied.
(y) Compliance
with Environmental Laws. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law,
rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without
limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”);
(ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental
Laws and are each in compliance with their requirements; (iii) there are no pending or, to the knowledge of the Company, threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and (iv) there are
no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating
to Hazardous Materials or any Environmental Laws.
(z) No
Rated Debt or Preferred Securities. There are no debt or preferred securities issued, or guaranteed, by the Company or its subsidiaries
that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62)
of the Exchange Act.
(aa) ERISA
Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance
in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any
member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as
amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary
is a member. No “reportable event” (as defined under ERISA), for which notice has not been waived, has occurred or is reasonably
expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or
any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any
of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit
liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably
expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee
benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by
the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the
Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause
the loss of such qualification.
(bb) Company
Not an “Investment Company.” The Company is not, and will not be, either after receipt of payment for the Securities or
after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Pricing
Disclosure Package or the Prospectus, required to register as an “investment company” under the Investment Company Act of
1940, as amended (the “Investment Company Act”).
(cc) No
Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of its subsidiaries has taken, directly
or indirectly, without giving effect to activities by the Underwriters, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Securities or of any “reference security” (as defined
in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Securities, whether to facilitate
the sale or resale of the Securities or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
(dd) Related-Party
Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries or
any other person required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have not
been described as required.
(ee) FINRA
Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers
and directors and, to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire any securities
of the Company in connection with the offering of the Securities is true, complete, correct and compliant with FINRA’s rules and
any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true,
complete and correct.
(ff) Parties
to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Annex D (the
“Lock-up Agreement”) from each executive officer and director of the Company. If any additional persons shall become directors
or officers of the Company prior to the end of the 60-day restricted period referred to in Section 4(h) hereof, the Company
shall cause each such person, prior to or contemporaneously with their appointment or election as a director or officer of the Company,
to execute and deliver to the Representatives a Lock-up Agreement.
(gg) Statistical
and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Pricing
Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable
and accurate. To the extent required, the Company has obtained the written consent to the use of such data from such sources.
(hh) No
Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company,
any employee or agent of the Company or any of its subsidiaries, has made any contribution or other payment to any official of, or candidate
for, any federal, state or foreign office in violation of any applicable law or of the character required to be disclosed in the Registration
Statement, the Pricing Disclosure Package or the Prospectus.
(ii) Foreign
Corrupt Practices Act. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer,
agent, employee, controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of
its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as
amended, and the rules and regulations thereunder, collectively, the “FCPA”) or employee from corporate funds; (iii) violated
or is in violation of any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, such foreign official
or employee; and the Company and its subsidiaries and, to the knowledge of the Company, the Company’s other controlled affiliates
have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed
to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(jj) Money
Laundering Laws. The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened.
(kk) OFAC.
Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, after due inquiry, any director, officer, agent,
employee, controlled affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) of the Treasury or the U.S.
Department of State and including, without limitation, the designation as a “specially designated national” or “blocked
person”), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority
(“Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject or target of
Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea Region and the non-government controlled areas
of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s
Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”);
and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, or any joint venture partner or other person or entity, (i) for the purpose of financing the activities
of or business with any person, or in any country or territory, that currently is the subject of Sanctions, (ii) to fund or facilitate
any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person
(including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions.
(ll) Brokers.
Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage
or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.
(mm) Forward-Looking
Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A
of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package
or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company
of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary
statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.
No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.
(nn) Clinical
Data and Regulatory Compliance. The preclinical tests and clinical trials, if any, and other studies (collectively, “studies”)
conducted by or on behalf of or sponsored by the Company that are described in, or the results of which are referred to in, the Registration
Statement, the Pricing Disclosure Package or the Prospectus were and, if still pending, to the knowledge of the Company in the case of
studies sponsored by the Company, are being conducted in all material respects in accordance with the protocols, procedures and controls
designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of
such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company
and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question,
the results described or referred to in the Registration Statement, the Pricing Disclosure Package or the Prospectus; the Company and
its subsidiaries have made all such filings and obtained all such approvals as may be required by the Food and Drug Administration of
the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical
device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”); neither
the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination,
suspension or material modification of any clinical trials that are described or referred to in the Registration Statement, the Pricing
Disclosure Package or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material
respects with all applicable rules, regulations and policies of the Regulatory Agencies.
(oo) Compliance
with Health Care Laws. Except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and except
as would not, individually or in the aggregate, have or may reasonably be expected to have a Material Adverse Effect: (i) the Company’s
and each of its subsidiaries’ business practices have been structured in a manner designed to comply with state, federal and foreign
laws applicable to the Company and its subsidiaries respective businesses, and the Company and its subsidiaries are in compliance with
such laws including, without limitation, applicable provisions of: (A) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §
301 et seq.) and the Public Health Service Act (42 U.S.C. § 201 et seq.), and the regulations promulgated thereunder; (B) all
applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the
U.S. Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)), the U.S. civil False Claims Act (31 U.S.C. §3729 et seq.), the federal
criminal false claims law (42 U.S.C. § 1320a-7b(a)), the federal civil monetary penalties law (42 U.S.C. § 1320a-7a), the Stark
Law (42 U.S.C. §1395nn), the U.S. Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), 18 U.S.C. §§286, 287, 1347,
and 1349 and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
(42 U.S.C. §1320d et seq.), the exclusion law (42 U.S.C. §1320a-7), Medicare, Title XVIII of the Social Security Act, and Medicaid,
Title XIX of the Social Security Act, and the regulations promulgated pursuant to such statutes; and (C) HIPAA, as amended by the
Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §17921 et seq.), and the regulations promulgated thereunder
and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which is to protect the privacy of individuals
or prescribers (collectively, “Health care Laws”); (ii) the Company and its subsidiaries have not engaged in activities
which are cause for false claims liability, civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other
state health care program or federal health care program; (iii) neither the Company nor its subsidiaries have received written notice
of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator
or governmental or regulatory authority or third party alleging that any product, operation or activity is in violation of any Health
Care Laws nor, to the knowledge of the Company, is any, such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action threatened; (iv) neither the Company nor any subsidiary has received written notice that any court or arbitrator
or governmental or regulatory authority has taken, is taking or intends to take action to limit, suspend, modify or revoke applicable
Permits or has any knowledge that any such court or arbitrator or governmental or regulatory authority is considering such action; (v) the
Company and its subsidiaries have filed, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Health Care Laws, and all such reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed in all material
respects (or were corrected or supplemented by a subsequent submission); (vi) neither the Company nor its subsidiaries are a party
to any corporate integrity agreements, monitoring agreements, consent decrees, plans of correction, settlement orders, or similar agreements
with or imposed by any governmental or regulatory authority; and (vii) neither the Company, its subsidiaries nor any of their respective
officers, directors, employees, or agents have been excluded, suspended or debarred from participation in any U.S. federal health care
program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding,
or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.
(pp) Compliance
with Data Privacy Laws. To the Company’s knowledge, the Company and its subsidiaries are, and at all prior times were, in material
compliance with all applicable state and federal data privacy and security laws and regulations (collectively, the “Privacy Laws”).
To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable
steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and
security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (as defined below) (the “Policies”).
The Company and its subsidiaries have at all times made all disclosures to users or customers required by the Privacy Laws, and none of
such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any Privacy
Laws in any material respect. The Company further certifies that neither it nor any subsidiary: (i) has received written notice of
any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, (ii) is currently
conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law;
or (iii) is a party to any order, decree, or agreement from or with a governmental or regulatory authority or agency that imposes
any obligation or liability under any Privacy Law.
(qq) Cybersecurity.
To the Company’s knowledge, the Company and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate
and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries
as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.
The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls,
policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation,
redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal
Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security
number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer
or account number; (ii) any information which would qualify as “personally identifying information” under the Federal
Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; (iv) any information which would qualify
as “protected health information” under HIPAA; and (v) any other piece of information that allows the identification
of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s
health or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for
those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal
review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable
laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection
of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(rr) No
Rights to Purchase Preferred Stock. The issuance and sale of the Securities as contemplated hereby will not cause any holder of any
shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights
to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.
(ss) No
Contract Terminations. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus
or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination
or non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company’s knowledge, any other party to
any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.
(tt) Dividend
Restrictions. No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company,
or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any
other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from
the Company or from transferring any property or assets to the Company or to any other subsidiary.
(uu) Sarbanes-Oxley.
The Company is, and after giving effect to the offering and sale of Securities will be, in compliance in all material respects with all
applicable effective provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder.
(vv) Margin
Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described
in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(ww) Status
under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Securities Act) of the Securities and at the date hereof, the Company was not and is not or will not be (as applicable) an “ineligible
issuer,” and is a well-known seasoned issuer in connection with the offering of the Securities pursuant to Rules 164, 405 and
433 under the Securities Act. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under the
Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and
in any event prior to the Closing Date.
4. Further
Agreements of the Company. The Company covenants and agrees with each Underwriter that:
(a) Required
Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and
Rule 430A, 430B or 430C under the Securities Act, and will file any Issuer Free Writing Prospectus to the extent required by Rule 433
under the Securities Act (including the Warrant FWP); and the Company will file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering
or sale of the Securities; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent
not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding
the date of this Agreement in such quantities as the Representatives may reasonably request. The Company will pay the registration fee
for this offering within the time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso
therein) and in any event prior to the Closing Date.
(b) Delivery
of Copies. The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement
as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated
by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and
each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the
Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein and each Issuer Free Writing
Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such
period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus
relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities
Act) in connection with sales of the Securities by any Underwriter or dealer.
(c) Amendments
or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing
any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure
Package or the Prospectus, whether before or after the time that the Registration Statement becomes effective, the Company will furnish
to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement
for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such
proposed amendment or supplement to which the Representatives reasonably object.
(d) Notice
to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which confirmation
may be delivered by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the
Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus,
any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or
distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the
Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters
Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the
effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure
Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s knowledge, threatening
of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development
within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing
Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when
the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication
is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to
the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities
Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities
for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, threatening of any proceeding for such
purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of
the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the
Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Securities and, if any such order
is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.
(e) Ongoing
Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist
as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is
delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable
law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with
the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements
to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that
the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference
therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that
the Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date or any Additional Closing Date (i) any
event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it
is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the
Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required)
and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing
Disclosure Package (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that
the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when
the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable
law.
(f) Blue
Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of
the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or
as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general
consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not
otherwise so subject.
(g) Earning
Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated
thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective
date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to have furnished such
statements to its security holders and the Representatives to the extent they are filed on EDGAR or any successor system.
(h) Clear
Market. For a period of 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge,
lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement
under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock,
or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any hedging, swap or other agreement that
transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or
otherwise, without the prior written consent of the Representatives, other than the Securities to be sold hereunder and the delivery of
Warrant Shares upon exercise of the Warrants.
(i) The
restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for
shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options
(including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement
and described in the Prospectus; (ii) the issuance of Warrant Shares upon exercise of the Warrants; (iii) grants of stock options,
stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable
or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers,
directors, advisors, or consultants pursuant to the terms of an inducement plan or an equity compensation plan in effect as of the Closing
Date and described in the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible
into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, strategic
transactions of assets or acquisition of equity of another entity or in connection with a transaction with an unaffiliated third
party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration
agreements, intellectual property license agreements, or lending agreements or arrangements), provided that such recipients enter into
a lock-up agreement with the Underwriters; (v) the filing of any registration statement on Form S-8 relating to securities granted
or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan
pursuant to an acquisition or similar strategic transaction; or (vi) facilitating the establishment of a trading plan on behalf of
a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common
Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period (as defined in
the Lock-up Agreements) and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or
voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the
effect that no transfer of Common Stock may be made under such plan during the Restricted Period.
(j) Use
of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement,
the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds.”
(k) No
Stabilization. Neither the Company nor its subsidiaries will take, and the Company will ensure that its controlled affiliates will
not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization
or manipulation of the price of the Stock and will not take any action prohibited by Regulation M under the Exchange Act in connection
with the distribution of the Securities contemplated hereby.
(l) Exchange
Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares and the Warrant Shares
on the Nasdaq.
(m) Reports.
For a period of two years from the date of this Agreement, so long as the Securities or Warrant Shares are outstanding, the Company will
furnish to the Representatives, as soon as commercially reasonable after the date on which they are available, copies of all reports or
other communications (financial or other) furnished to holders of the Securities or Warrant Shares, and copies of any reports and financial
statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided
the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed
on EDGAR or any successor system.
(n) Record
Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(o) Shelf
Renewal. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration
Statement, any of the Securities remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not
already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory
to the Representatives. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the
Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory
to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the issuance and sale of the Securities
to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement
shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
(p) Warrant
Shares Reserved. The Company shall, at all times while any Warrants are outstanding, reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of such Warrants, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of the then- outstanding
Warrants.
5. Certain
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
(a) It
has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,”
as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by
the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than
(i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the
Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed
Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or
Section 4(c) above (including any electronic road show approved in advance by the Company), or (iii) any free writing prospectus
prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses
(i) or (iii), an “Underwriter Free Writing Prospectus”).
(b) It
has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms
of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided
that Underwriters may use a term sheet substantially in the form of Annex C hereto without the consent of the Company; provided further
that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or
substantially concurrently with, the first use of such term sheet.
(c) It
is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify
the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
6. Conditions
of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Securities on the Closing Date
or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company
of its covenants and other obligations hereunder and to the following additional conditions:
(a) Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding
for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before
or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission
under the Securities Act (in the case of an Issuer Free Writing Prospectus (including the Warrant FWP), to the extent required by Rule 433
under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information
shall have been complied with to the reasonable satisfaction of the Representatives.
(b) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and
on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made
in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing
Date, as the case may be.
(c) No
Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist,
which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus
(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable
or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing Date, as
the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
(d) Officer’s
Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may
be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer
of the Company who is satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Registration
Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in
Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the
Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to
the effect set forth in paragraphs (a), (b) and (c) above.
(e) Comfort
Letters. (i) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Ernst &
Young LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery
thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements
and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the
financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the
Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date,
as the case may be, shall use a “cut-off” date no more than two business days prior to such Closing Date or such Additional
Closing Date, as the case may be.
(f) [Reserved.]
(g) Opinion
and 10b-5 Statement of Counsel for the Company. Goodwin Procter LLP, counsel for the Company, shall have furnished to the Representatives,
at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the
case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
(h) Opinions
of Intellectual Property Counsel for the Company. McCarter & English LLP; Finnegan, Henderson, Farabow, Garrett &
Dunner, LLP; and Carpmaels & Ransford (Specialties) LLP, intellectual property counsel for the Company, each shall have furnished
to the Representatives, at the request of the Company, its respective written opinion, dated the Closing Date or the Additional Closing
Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
(i) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the
Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Cooley LLP, counsel for
the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such
documents and information as they may reasonably request to enable them to pass upon such matters.
(j) No
Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,
adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional
Closing Date, as the case may be, prevent the issuance or sale of the Securities by the Company; and no injunction or order of any federal,
state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date by Company, as the case
may be, prevent the issuance or sale of the Securities.
(k) Good
Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be,
satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their
good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form
of telecommunication from the appropriate governmental authorities of such jurisdictions.
(l) Exchange
Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, and any Warrant Shares,
when issued and delivered upon exercise as provided under the Warrants, shall have been approved for listing on the Nasdaq, subject to
official notice of issuance.
(m) Lock-up
Agreements. The “lock-up” agreements, each substantially in the form of Annex D hereto, between you and certain shareholders,
officers and directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities,
delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date or the Additional Closing Date, as
the case may be.
(n) Warrants.
The Representatives shall have received a form of Warrant in form and substance reasonably acceptable to the Representatives.
(o) Exchange
Listing. The Company shall have submitted a Listing of Additional Shares Notification Form to Nasdaq with respect to the Shares
and Warrant Shares.
(p) Additional
Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to
the Representatives such further certificates and documents as the Representatives may reasonably request.
All opinions, letters, certificates and evidence
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and
each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented
legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees
and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus,
any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under
the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities
Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been
amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages
or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through
the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter
consists of the information described as such in paragraph (b) below.
(b) Indemnification
of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable and documented legal fees
and other expenses incurred in connection with any suit, action, or proceeding or any claim asserted, as such fees and expenses are incurred)
that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus,
any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including
any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information
furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession
and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in
the thirteenth paragraph under the caption “Underwriting.”
(c) Notice
and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be
brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this
Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall
not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,
that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise
than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent
the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate
in such proceeding and shall pay the reasonably incurred and documented fees and expenses in such proceeding and shall pay the reasonably
incurred and documented fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they
are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter
shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed
the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by
this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying
Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d) Contribution.
If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu
of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received
by the Company, on the one hand, and the Underwriters on the other, from the offering of the Securities or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other,
in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be
deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale
of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case
as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of
the Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
(e) Limitation
on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph
(d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth above, any documented legal or other expenses reasonably
incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and
(e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts
and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute
pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.
(f) Non-Exclusive
Remedies. The remedies provided for in this Section 7 paragraphs (a) through (e) are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.
8. Effectiveness
of Agreement. This Agreement shall become effective as of the date first written above upon the execution and delivery hereof by the
parties hereto.
9. Termination.
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and
delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date
(i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or The Nasdaq Stock
Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter
market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities;
or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or
crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing
Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
10. Defaulting
Underwriter.
(a) If,
on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Securities
that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase
of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any
such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company
shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters
to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter,
either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be,
for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters
may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly
prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement,
the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not
listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed
to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the
Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Securities to
be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of
Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the
number of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters
for which such arrangements have not been made.
(c) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the
Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Securities to be purchased
on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect
to any Additional Closing Date, the obligation of the Underwriters to purchase Securities on the Additional Closing Date, as the case
may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to
this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the
payment of expenses as set forth in Section 11 hereof (other than with respect to the defaulting Underwriter(s)) and except that
the provisions of Section 7 hereof shall not terminate and shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter
for damages caused by its default.
11. Payment
of Expenses.
(a) Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause
to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the
costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection;
(ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary
Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments
and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent
accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and
determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate
and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses
of counsel for the Underwriters) (not to exceed $10,000 with respect to this clause (iv)); (v) the cost of preparing stock certificates;
(vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection
with any filing with, and clearance of the offering by, FINRA (not to exceed $30,000 with respect to this clause (vii)); (viii) all
expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided however,
that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by
them in connection with the “road show,” and provided, further, that the Company and the Underwriters will each pay 50% of
the cost of any aircraft chartered to be used in connection with such road show by both the Company and the Underwriters; and (ix) all
expenses and application fees related to the listing of the Shares and Warrant Shares on the Nasdaq.
(b) If
(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities
for delivery to the Underwriters (other than by reason of a default by any Underwriter pursuant to Section 10), or in the case of
the Warrants, to the purchaser thereof or (iii) the Underwriters decline to purchase the Securities for any reason permitted under
this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses
of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For
the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter
that defaults on its obligation to purchase the Securities.
12. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred
to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter
shall be deemed to be a successor merely by reason of such purchase.
13. Survival.
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained
in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination
of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling
persons or affiliates referred to in Section 7 hereof.
14. Certain
Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”
has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other
than a day on which banks are permitted or required to be closed in New York City and (c) the term “subsidiary” has the
meaning set forth in Rule 405 under the Securities Act.
15. Compliance
with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the
Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
16. Miscellaneous.
(a) Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358), Attention: Equity Syndicate Desk; Jefferies LLC, 520
Madison Avenue, New York, New York 10022 (fax: (646) 619-4437) Attention: General Counsel; and c/o Piper Sandler & Co. at 800
Nicollet Mall, Minneapolis, Minnesota 55402, attention of Piper Legal, email: LegalCapMarkets@psc.com, with a copy (which shall not constitute
notice) to Cooley LLP, 55 Hudson Yards, New York, New York, 10001-2157 Attention: Div Gupta. Notices to the Company shall be given to
it at Scholar Rock Holding Corporation, 301 Binney Street, 3rd Floor, Cambridge, Massachusetts 02142, Attention: General Counsel, with
a copy (which shall not constitute notice) to Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts 02210, Attention: Kingsley
L. Taft.
(b) Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
(c) Submission
to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such
courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding
upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.
(d) Waiver
of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.
(e) Recognition
of the U.S. Special Resolution Regimes.
(i) In the event that any Underwriter
that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of
this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws
of the United States or a state of the United States.
(ii) In the event that any Underwriter
that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the
United States or a state of the United States.
As used in this Section 16(e):
“BHC Act Affiliate” has the
meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any
of the following:
(i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(f) Counterparts.
This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each
of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement may be delivered
via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com
or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
(g) Amendments
or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the parties hereto.
(h) Headings.
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.
| |
Very truly yours, |
| |
|
| |
Scholar
Rock Holding Corporation |
| |
|
| |
By: |
/s/ Edward H. Myles |
| |
|
Name: Edward H. Myles |
| |
|
Title: Chief Financial Officer & Chief
Operating Officer |
Accepted: As of the date first written above
J.P. MORGAN SECURITIES LLC
JEFFERIES LLC
PIPER SANDLER & CO.
Acting severally for themselves and
on behalf of the several Underwriters listed in Schedule 1
hereto.
| By: |
J.P. MORGAN SECURITIES LLC |
|
| |
|
| By: |
/s/ Benjamin Burdett |
|
| |
Name: Benjamin Burdett |
|
| |
Title: Managing Director |
|
| |
|
| By: |
JEFFERIES LLC |
|
| |
|
| By: |
/s/ Kevin Sheradin |
|
| |
Name: Kevin Sheradin |
|
| |
Title: Managing Director, Joint Global Head of
Healthcare Investment Banking |
|
| By: |
PIPER SANDLER & CO. |
|
| |
|
| By: |
/s/ Michael Bassett |
|
| |
Name: Michael Bassett |
|
| |
Title: Managing Director |
|
Schedule 1
| Underwriter | |
Number of
Shares | | |
Number of
Warrants | |
| J.P. Morgan Securities LLC | |
| 3,900,885 | | |
| 134,513 | |
| Jefferies LLC | |
| 2,515,045 | | |
| 86,726 | |
| Piper Sandler & Co. | |
| 2,463,717 | | |
| 84,956 | |
| BMO Capital Markets Corp. | |
| 564,602 | | |
| 19,469 | |
| Wedbush Securities Inc. | |
| 564,602 | | |
| 19,469 | |
| Raymond James & Associates, Inc. | |
| 256,637 | | |
| 8,850 | |
| Total | |
| 10,265,488 | | |
| 353,983 | |
Annex A
| a. | Pricing Disclosure Package |
The free writing prospectus dated as of October 8,
2024, substantially in the form set forth in Annex B-1.
| b. | Pricing Information Provided Orally by Underwriters |
Public Offering Price per Share: $28.25
Number of Underwritten Shares: 10,265,488
Underwriting Discounts and Commissions: $1.624
per Share
Number of Option Shares: 1,592,920
Public Offering Price per Warrant: $28.2499
Number of Warrants: 353,983
Underwriting Discounts and Commissions: $1.624
per Warrant
Annex B-1
Form of Warrant FWP
See attached
Annex B-2
Written Testing-the-Waters Communications
None.
ANNEX C
Scholar Rock Holding Corporation
Pricing Term Sheet
None.
Annex D
FORM OF LOCK-UP AGREEMENT
October [ ], 2024
J.P. Morgan Securities LLC
Jefferies LLC
Piper Sandler & Co.
As Representatives of the several Underwriters
listed in Schedule 1 to the Underwriting
Agreement referred to below
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
c/o Piper Sandler & Co.
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Re: Scholar
Rock Holding Corporation — Public Offering
Ladies and Gentlemen:
The undersigned understands
that you, as Representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement
(the “Underwriting Agreement”) with Scholar Rock Holding Corporation, a Delaware corporation (the “Company”),
providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting
Agreement (the “Underwriters”), of common stock, par value $0.001 per share (the “Common Stock”) of the Company
and pre-funded warrants to purchase Common Stock (the “Pre-funded Warrants” and, together with the Common Stock, the “Securities”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters’
agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is
hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters,
the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter
agreement (this “Letter Agreement”) and ending at the close of business 60 days after the date of the final prospectus relating
to the Public Offering (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock (“Shares”) or any securities convertible into or exercisable
or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which
may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter
into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of
Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up
Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing
precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short
sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative
transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result
in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole
or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for
thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise.
Notwithstanding the foregoing,
the undersigned may transfer the undersigned’s Lock-Up Securities without the prior written consent of the Representatives in the
following instances:
| (a) | the registration of the offer and sale of the Shares, and the sale of the Shares to the Underwriters,
in each case as contemplated by the Underwriting Agreement; |
| (b) | the transfer or disposition of Lock-Up Securities (i) by gift, (ii) by will or intestate succession,
(iii) to a “Family Member” (a family member through relationship by blood, marriage or adoption, not more remote than
first cousin) or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (iv) if
the undersigned is a corporation, limited liability company, partnership or other business entity, (x) to another corporation, limited
liability company, partnership or other business entity that controls, is controlled by or is under common control with the undersigned,
or (y) in the case of an investment fund, that is managed by, or is under common management with, the undersigned (including, for
the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity
controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the
undersigned or who shares a common investment advisor with the undersigned), to limited partners, members, stockholders or other equityholders
of the undersigned, provided that, in each case, any such transfer or distribution shall not involve a disposition for value, or (v) pursuant
to a qualified domestic order or in connection with a divorce settlement, provided, however, that in any such case, it shall be a condition
to such transfer or disposition that: |
| • | each donee, transferee or distributee executes and delivers to the Representatives an agreement in form
and substance satisfactory to the Representatives stating that such donee, transferee or distributee is receiving and holding such Lock-Up
Securities subject to the provisions of this Letter Agreement and agrees not to offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any such Lock-Up Securities, engage in any swap or engage in any other activities restricted under
this Letter Agreement except in accordance with this Letter Agreement (as if such donee, transferee or distributee had been an original
signatory hereto), and |
| • | prior to the expiration of the Restricted Period, no public disclosure or filing under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) by any party to the transfer (donor, donee, transferor, transferee,
distributor or distributee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection
with such transfer or distribution; other than, in the case of clause (b)(i) above, any required filing of a Form 4 that reports
such gift will include a footnote noting the circumstances described in this clause; |
| (c) | transactions relating to Lock-Up Securities acquired in open market transactions after the completion
of the Offering, provided that no public disclosure or filing under the Exchange Act shall be required, or made voluntarily, during the
Restricted Period in connection with any subsequent sales of such Lock-Up Securities acquired in such open market transactions; |
| (d) | the transfer of (i) Lock-Up Securities to the Company upon a vesting event of the Company’s
securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless”
or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise
or (ii) pursuant to mandatory "sell-to-cover" transactions in the open market, as set forth in the Company's equity incentive
plans, to cover tax withholding obligations of the undersigned upon a vesting event of the Company's securities, provided, in the case
of this clause (ii), that (a) such sell-to-cover transactions are mandated by the Company's election under such plans and (b) the
existence and details of such mandatory sell-to-cover transactions were communicated to the Representatives, provided further that such
securities were granted pursuant to the Company’s stock incentive plan, inducement plan or stock purchase plan described in the
Company’s registration statement related to the Offering prior to the date of the Underwriting Agreement, provided further, that
the underlying Shares continue to be subject to the restrictions set forth in this Letter Agreement and, provided further, that no public
disclosure or filing under the Exchange Act reporting a disposition of Shares shall be required, or made voluntarily, in connection with
such vesting or exercise during the Restricted Period, other than a filing on a Form 4 that reports such disposition under the transaction
code “F” or “S”, as applicable, and includes a footnote noting the circumstances described in this clause; |
| (e) | the establishment of a trading plan or amendment to, delivery of new instructions under or termination
of an existing trading plan in effect on the date hereof, pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)
for the transfer of Shares, provided that (i) such plan, amendments or instructions do not provide for the transfer of Shares during
the Restricted Period and (ii) no public disclosure regarding such 10b5-1 Plan will be made voluntarily under the Restricted Period,
and any required disclosure during the Restricted Period regarding such 10b5-1 Plan includes the restrictions set forth in this Letter
Agreement; |
| (f) | the transfer of Lock-Up Securities to the Company in connection with the termination of the undersigned’s
employment or other service relationship with the Company, pursuant to agreements under which the Company has the option to repurchase
such Lock-Up Securities or a right of first refusal with respect to transfers of such Lock-Up Securities, provided that no public disclosure
or filing under the Exchange Act reporting a disposition of Shares shall be required, or made voluntarily, during the Restricted Period,
other than a filing on a Form 4 that includes a footnote noting the circumstances described in this clause; |
| (g) | the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer for all outstanding
Shares of the Company, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control
of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned
may agree to transfer, sell, tender or otherwise dispose of Shares or such other securities in connection with any such transaction, or
vote any securities in favor of any such transaction), provided that if the tender offer, merger, consolidation or other such transaction
is not completed, the Shares owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement; or |
| (h) | transfers or dispositions of Shares pursuant to a 10b5-1 Plan; provided that such 10b5-1 Plan was
established prior to the execution of this Letter Agreement by the undersigned, the existence and details of such 10b5-1 Plan were communicated
to the Representatives and such 10b5-1 Plan will not be amended or otherwise modified during the Restricted Period without the prior written
consent of the Representatives; provided, further, that any filing under Section 16(a) of the Exchange Act in connection with
such transfer shall indicate, to the extent permitted by such section and the related rules and regulations, that such transfer was
pursuant to a 10b5-1 Plan; |
In furtherance of the foregoing,
the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized
to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
With respect to the Public
Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of 1933, as amended, of
the offer and sale of any Lock-Up Securities owned either of record or beneficially by the undersigned, including any rights to receive
notice of the Public Offering.
The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives
of the undersigned.
The undersigned acknowledges
and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action
from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting,
financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although
the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection
with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter
Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such
a recommendation.
The undersigned understands
that, if the Underwriting Agreement does not become effective by October 31, 2024, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to
be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that
the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
The undersigned hereby consents
to receipt of this Letter Agreement in electronic form and understands and agrees that this Letter Agreement may be signed electronically.
In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission (including
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) evidencing an intent to sign this
Letter Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation
of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Letter Agreement
by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.
This Letter Agreement and
any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
[Signature Page Follows]
Exhibit 4.1
SCHOLAR ROCK HOLDING CORPORATION
WARRANT TO PURCHASE COMMON STOCK
Number of Shares: [●]
(subject to adjustment)
| Warrant No. [●] |
|
Original Issue Date: [●], 2024 |
Scholar Rock Holding Corporation, a Delaware corporation (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or
its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
up to a total of [●] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price
per share equal to $0.0001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise
Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original
Issue Date”), subject to the following terms and conditions:
1. Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:
(a) “Affiliate” means
any Person directly or indirectly controlled by, controlling or under common control with, a Holder, as such terms are used in and construed
under Rule 405 under the Securities Act, but only for so long as such control shall continue.
(b) “Commission” means
the United States Securities and Exchange Commission.
(c) “Closing Sale Price”
means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported
by Bloomberg L.P., or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade
price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg L.P., or if the security
is not listed for trading on a national securities exchange or other trading market on the relevant date, the last quoted bid price for
the security in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. (or a similar organization or agency
succeeding to its functions of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on
any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the
Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
(d) “Principal Trading Market”
means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading,
which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.
(e) “Registration Statement”
means the Company’s Registration Statement on Form S-3 (File No. 333-282530) as amended.
(f) “Securities Act” means
the Securities Act of 1933, as amended.
(g) “Trading Day” means
any weekday on which the Principal Trading Market is open for trading. If the Common Stock is not listed or admitted for trading, “Trading
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on
which banking institutions in New York City are authorized or required by law or other governmental action to close.
(h) “Transfer Agent” means
Computershare Trust Company, N.A., the Company’s transfer agent and registrar for the Common Stock, and any successor appointed
in such capacity.
2. Issuance of Securities; Registration of Warrants. The Warrant,
as initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Original Issue Date, the Warrant
Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement
or an exchange meeting the requirements of Section 3(a)(9) of the Securities Act as in effect on the Original Issue Date, the
Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities Act as of the Original
Issue Date. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to
which this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.
3. Registration of Transfers. Subject to compliance with all
applicable securities laws and the rules of the Principal Trading Market, the Company shall, or will cause its Transfer Agent to,
register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all
applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the
form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall
be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company
shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3.
Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all
purposes, and the Company shall not be affected by any notice to the contrary.
4. Exercise and Duration of Warrants.
(a) All or any part of this Warrant shall
be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original
Issue Date.
(b) The Holder may exercise this Warrant
by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”),
completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being
exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10
below). The date on which such exercise notice is delivered to the Company (as determined in accordance with the notice provisions hereof)
is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance
of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. The aggregate exercise price of this
Warrant, except for the Exercise Price, was pre-funded to the Company on or before the Original Issue Date, and consequently no additional
consideration (other than the Exercise Price) shall be required by to be paid by the Holder to effect any exercise of this Warrant. The
Holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded exercise price under any circumstance
or for any reason whatsoever. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.
5. Delivery of Warrant Shares.
(a) Upon exercise of this Warrant, the Company
shall promptly (but in no event later than one (1) Trading Days after the Exercise Date), upon the request of the Holder, cause the
Transfer Agent to credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to
the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit
Withdrawal Agent Commission system or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program (the
“FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability, issue
and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) so designated by the Holder
to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.
(b) If by the close of the first (1st)
Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number of Warrant
Shares in the manner required pursuant to Section 5(a) or fails to cause the Transfer Agent to credit the Holder’s
DTC account for such number of Warrant Shares to which the Holder is entitled, and if after such third (3rd) Trading Day and prior to
the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise, provided such purchases shall be
made in a commercially reasonable manner at prevailing market prices) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall, within one (1) Trading Days after the Holder’s written request and in the Holder’s sole discretion, either (i) pay
in cash to the Holder an amount equal to the Holder’s total purchase price (including commercially reasonable brokerage commissions,
if any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such certificate (and to
issue such Warrant Shares) or to cause the Holder’s DTC account to be credited for such Warrant Shares shall terminate or (ii) (x)pay
cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including commercially reasonable
brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In (assuming such sale was executed on commercially
reasonable terms at prevailing market prices) over the product of (A) the number of shares of Common Stock purchased in the Buy-In,
times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date and (y) at the option of the Holder, either
promptly deliver to the Holder a certificate or certificates representing such Warrant Shares or reinstate the portion of the Warrant
and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded).
(c) To the extent permitted by law and subject
to Section 5(b), the Company’s obligations to cause the Transfer Agent to issue and deliver Warrant Shares in accordance
with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing
herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock, if any, upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer
tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not
be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant
Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.
7. Replacement of Warrant. If this Warrant is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by
the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures
and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation
to issue the New Warrant.
8. Reservation of Warrant Shares. The Company covenants that
it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as
herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and
restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully
paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior
written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.
9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.
(a) Stock Dividends and Splits. If
the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution
on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the
Original Issue Date, as described in the Registration Statement, that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into
a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of
Common Stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the
Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.
(b) Pro Rata Distributions. If the
Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences
of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph) (iii) rights
or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),
other than a reclassification as to which Section 9(c) applies, then in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the ownership limitation set forth in Section 11(a) hereof) immediately before the date of which
a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to
be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common
Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the
Holder exceeding the ownership limitation set forth in Section 11(a) hereof and (ii) such time as the Holder has
exercised this Warrant.
(c) Fundamental Transactions. If,
at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another
Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger
or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger
or consolidation, (ii) the Company effects any sale, transfer or disposition to another Person of all or substantially all of its
assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the
Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock
of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital
stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain,
in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects
any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock
covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such
Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant
without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not
effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities
of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless
exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume
the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be
entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to
subsequent transactions analogous of a Fundamental Transaction type.
(d) Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the Exercise Price that would
have been effected but for the final sentence in this paragraph (d)), the number of Warrant Shares that may be purchased upon exercise
of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder
for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock
then in effect.
(e) Calculations. All calculations
under this Section 9 shall be made to the nearest one-hundredth of one cent or the nearest share, as applicable.
(f) Notice of Adjustments. Upon the
occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder,
promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Transfer Agent.
(g) Notice of Corporate Events. If,
while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the
Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective
date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required
to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any
agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other
than a Fundamental Transaction under clause (iii) of Section 9(c), then, except if such notice and the contents thereof
shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such Fundamental Transaction
at least ten (10) days prior to the date such Fundamental Transaction is consummated.
10. Payment of Cashless Exercise Price. Notwithstanding anything
contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless
exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected
pursuant to Section 3(a)(9) of the Securities Act as determined as follows:
X = Y [(A-B)/A]
where:
“X” equals the number of Warrant Shares
to be issued to the Holder;
“Y” equals the total number of Warrant
Shares with respect to which this Warrant is then being exercised;
“A” equals the Closing Sale Price
per share of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and
“B” equals the Exercise Price per
Warrant Share then in effect on the Exercise Date.
For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless exercise” transaction shall
be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the
Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).
In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any
reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as
set forth in this Section 10.
Except as otherwise set forth herein, in no event will the exercise
of this Warrant be settled in cash.
11. Limitations on Exercise.
(a) Notwithstanding anything to the contrary
contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant
for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise,
would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any other Persons
whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.99% (or, at the election of the purchaser,
4.99%, 14.99% or 19.99%) (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common
Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned
by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act to exceed 9.99% (or, at the election of the purchaser, 4.99%, 14.99% or 19.99%)
of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock
as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission
prior to the Exercise Date, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall
within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common
Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to
any other percentage not in excess of 19.99% specified in such notice; provided that any such increase or decrease will not be effective
until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 11(a), the aggregate
number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised
and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled
portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company
which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right,
option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the
holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein
and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act.
(b) This Section 11 shall not
restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of
this Warrant.
12. No Fractional Shares. No fractional Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number
of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market
value (based on the Closing Sale Price) for any such fractional shares.
13. Notices. Any and all notices or other communications or
deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or confirmed e-mail prior
to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or confirmed e-mail on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying
next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.
The addresses, facsimile numbers and e-mail addresses for such communications shall be:
If to the Company:
Scholar Rock Holding Corporation
301 Binney Street, 3rd Floor
Cambridge, MA 02142
Attention: General Counsel
Email: jho@scholarrock.com
If to the Holder, to its address, facsimile number or e-mail
address set forth herein or on the books and records of the Company.
Or, in each of the above instances, to such other address, facsimile
number or e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days
prior to the effectiveness of such change.
14. Warrant Agent. The Company shall initially serve as warrant
agent under this Warrant. Upon ten (10) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation
into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company
or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all
of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.
15. Miscellaneous.
(a) No Rights as a Stockholder. The
Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed
the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the
Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted
by the Company or by creditors of the Company.
(b) Authorized Shares. Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations under this Warrant.
(c) Successors and Assigns. Subject
to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company
without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding
on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy
or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors
and assigns.
(d) Amendment and Waiver. Except as
otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.
(e) Acceptance. Receipt of this Warrant
by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
(f) Governing Law; Jurisdiction. All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Each of the Company and the Holder
hereby waives all rights to a trial by jury.
(g) Headings. The headings herein
are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
(h) Severability. In case any one
or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Warrant.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed by its authorized officer as of the date first indicated above.
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SCHOLAR ROCK HOLDING CORPORATION |
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By: |
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Name: Edward Myles |
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Title: Chief Financial Officer and Chief Operating Officer |
[Signature Page to Prefunded Warrant]
SCHEDULE 1
FORM OF EXERCISE NOTICE
[To be executed by the Holder to purchase Warrant
Shares under the Warrant]
Ladies and Gentlemen:
(1) The undersigned is the Holder of Warrant No. ___ (the
“Warrant”) issued by Scholar Rock Holding Corporation, a Delaware corporation (the “Company”). Capitalized terms
used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
(2) The undersigned hereby exercises its right to purchase Warrant
Shares pursuant to the Warrant.
(3) The Holder intends that payment of the Exercise Price shall
be made as (check one):
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“Cashless Exercise” under Section 10 of the Warrant |
(4) If the Holder has elected a Cash Exercise, the Holder shall
pay the sum of $ __________ in immediately available funds to the Company in accordance with the terms of the Warrant.
(5) Pursuant to this Exercise Notice, the Company shall deliver
to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following
DWAC Account Number:
(6) By its delivery of this Exercise Notice, the undersigned represents
and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder, its Affiliates and any other Person whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice
relates.
| Dated: |
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| Name of Holder: |
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| By: |
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| Name: |
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(Signature must conform in all respects to name
of Holder as specified on the face of the Warrant)
Exhibit 5.1
Scholar Rock Holding Corporation
301 Binney Street, 3rd Floor
Cambridge, MA 02142
Securities Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of
a Registration Statement on Form S-3 (File No. 333-282530) (as amended or supplemented, the “Registration Statement”)
filed on October 7, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act
of 1933 (the “Securities Act”), relating to the registration of the offer by Scholar Rock Holding Corporation, a Delaware
corporation (the “Company”) of any combination of securities of the types specified therein. Reference is made to our opinion
letter dated October 7, 2024 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental
opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on October 7, 2024 by
the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering
by the Company of up to an aggregate of (i) 11,858,408 shares (the “Common Shares”) of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to 353,983 shares of Common Stock (such shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded
Warrant Shares” and together with the Common Shares, the “Shares”) covered by the Registration Statement. The Shares
include an over-allotment option granted to the underwriters of the offering to purchase 1,592,920 Shares. The Shares and Pre-Funded
Warrants are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and the representatives
of the several underwriters named therein (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as
we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of
public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company. For
purposes of the opinion set forth in paragraph 3 below, we have assumed that before the Pre-Funded Warrant Shares are issued, the Company
does not issue shares of Common Stock or reduce the total number of shares of Common Stock the Company is authorized to issue under its
certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate
of incorporation is less than the number of Pre-Funded Warrant Shares.
Scholar Rock Holding Corporation
October 9, 2024
Page 2
The opinions set forth below are limited to the Delaware General Corporation
Law and, with respect to opinion paragraph 2, the law of the State of New York. Based on the foregoing, we are of the opinion that:
| 1. | The Shares have been duly authorized and, when delivered and paid
for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully
paid and non-assessable. |
| 2. | The Pre-Funded Warrants have been duly authorized and executed
by the Company and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be valid and binding
obligations of the Company. |
| 3. | Assuming sufficient authorized but unissued shares of Common
Stock are available for issuance when the Pre-Funded Warrants are exercised, the Pre-Funded Warrant Shares, when issued upon exercise
of the Pre-Funded Warrants in accordance with the terms of the Pre-Funded Warrants, will be validly issued, fully paid and non-assessable. |
The opinions expressed above are subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and
remedies of creditors and to general principles of equity.
This opinion letter and the opinion it contains shall be interpreted
in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1
to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement.
In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ Goodwin Procter LLP |
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GOODWIN PROCTER LLP |
Exhibit 99.1
Scholar Rock Announces Proposed Public Offering of Common Stock
and Pre-Funded Warrants
October 7, 2024
CAMBRIDGE, Mass.--(BUSINESS WIRE)--Oct. 7, 2024-- 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
that it has commenced an underwritten public offering for $275 million of shares of its common stock and, in lieu of common stock to investors
who so choose, pre-funded warrants to purchase shares of its common stock. All of the shares and pre-funded warrants are being offered
by Scholar Rock. In addition, Scholar Rock intends to grant the underwriters a 30-day option to purchase additional shares of its common
stock in an amount up to 15% of the securities offered in the public offering. The offering is subject to market and other conditions,
and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
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 LLC 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 securities 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 will be filed with the SEC and will be
available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus
relating to this offering 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
Scholar Rock’s intention to conduct an offering and sale of securities, the size of the offering, the 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, 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241007564559/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
Source: Scholar Rock
Exhibit 99.2
Scholar Rock Announces Pricing of Upsized $300 Million Public Offering
of Common Stock and Pre-Funded Warrants
October 9, 2024
CAMBRIDGE, Mass.--(BUSINESS WIRE)--Oct. 8, 2024-- 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.
View source 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
Source: Scholar Rock
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