Scholar Rock Holding Corporation 12,408,760 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • October 12th, 2023 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
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 12,408,760 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share (“Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 1,861,314 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
3,000,000 Shares Scholar Rock Holding Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2019 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
Introductory. Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,000,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 3,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 450,000 Shares as provided in Section 2. The additional 450,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Cowen and Company, LLC (“Cowen”) and BMO Capital Markets Corp. (“BMO”) have agreed to act as Representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering a
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 9th, 2021 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
ContractWarrant Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
COMMON STOCK PURCHASE WARRANT SCHOLAR ROCK HOLDING CORPORATIONCommon Stock Purchase Warrant • June 21st, 2022 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 31, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scholar Rock Holding Corporation, a company incorporated under the laws of the State of Delaware (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 22, 2017 by and among Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
SCHOLAR ROCK HOLDING CORPORATION FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 14th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2023 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Scholar Rock, Inc., a Delaware corporation (the “Company”), and Junlin Ho (the “Employee”) and is effective as of March 1, 2023 (the “Effective Date”). Except with respect to the Restrictive Covenant Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Employee and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Employee and the Company dated May 23, 2018 (the “Prior Agreement”) and (ii) any other offer letter, employment agreement or severance agreement.
SCHOLAR ROCK, Inc.Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • March 19th, 2019 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
In consideration and as a condition of my employment, continued employment by or other service relationship with Scholar Rock, Inc. the “Company”, I agree to the terms and conditions of this Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Agreement”). For purposes of this Agreement, references to the employment relationship shall mean any employment, co-employment, independent contractor or other service relationship, whether directly or through a third party, that I may have with the Company.
Scholar Rock, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2024 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Scholar Rock, Inc., a Delaware corporation (the “Company”), and Tracey Sacco (the “Employee”) and is effective commencing on the Employee’s first day of employment at the Company (the “Effective Date”), which is expected to be on or before February 1, 2023.
SCHOLAR ROCK HOLDING CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 13th day of May, 2018, between Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), and Rhonda M. Chicko (the “Employee”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2022 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2022, between Scholar Rock Holding Corporation, a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT...Exclusive License Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Exclusive License Agreement (this “Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and among CHILDREN’S MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having Its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as “CMCC”), SCHOLAR ROCK, Inc., a Delaware corporation, and wholly-owned subsidiary of Scholar Rock, LLC (“Parent”), having Its principal office at 300 Third St., 4th Floor, Cambridge, Massachusetts, 02142, U.S.A. (hereinafter referred to as “Licensee”), and solely with respect to Article IV, Paragraph A 3, Parent. CMCC and Licensee may also be referred to individually as (“Party”) or collectively as (“Parties”).
Re: Letter AgreementLetter Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Scholar Rock, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Operating Officer (“COO”), and Head of Corporate Development. The terms and conditions of your employment are set forth below (this “Agreement”).
Re: Employment AgreementEmployment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Scholar Rock, LLC (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer (“CEO”). The terms and conditions of your employment are set forth below.
EXHIBIT A Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement In consideration and as a condition of my employment by Scholar Rock LLC, a Delaware limited liability company (along with its Affiliates the "Company"), I hereby...Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
EXIDBIT A Non-Competition, Non-Solicitation, Co nfidentiality and Assignment Agreement In consideration and as a condition of my employment by Scholar Rock LLC, a Delaware limited l iability company (along with its Affil i ates the "Company"), I...Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT by and between SCHOLAR ROCK HOLDING CORPORATION and GILEAD SCIENCES, INC. Dated as of December 19, 2018Registration Rights Agreement • December 24th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2018, is by and between Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), Gilead Sciences, Inc., a Delaware corporation (“the Investor”), and solely for the purposes of Section 11 hereof, each stockholder of the Company listed on Schedule A hereto (collectively, the “Major IRA Holders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2021 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 16, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), SCHOLAR ROCK HOLDING CORPORATION, a Delaware corporation (“Parent”) and SCHOLAR ROCK, INC., a Delaware corporation (together with Parent, individually and collectively, jointly and severally, “Borrower”), with an office located at 620 Memorial Drive, 2nd Floor, Cambridge, MA 02139
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Option and License Agreement • April 27th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS OPTION AND LICENSE AGREEMENT (this “Agreement”) is dated as of December 17, 2013 (the “Effective Date”) by and between Scholar Rock, Inc., a Delaware company having its principal place of business at 300 Third St., 4th Floor, Cambridge, MA 02142 (“Scholar Rock”), and Janssen Biotech, Inc., a Pennsylvania corporation having its principal place of business at 800/850 Ridgeview Drive, Horsham, PA 19044 (“JBI”). Scholar Rock and JBI are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
January 6, 2022 Scholar Rock, Inc. Third Floor Cambridge, MA 02142Master Collaboration Agreement • May 16th, 2022 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
Re: Expiration of the Master Collaboration Agreement, by and between Gilead Sciences, Inc. (“Gilead”) and Scholar Rock, Inc. (“SR”), effective as of December 19, 2018 (the “Collaboration Agreement”)
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 10th, 2021 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Separation Agreement and Release (“Agreement”) is made between Scholar Rock, Inc., a Delaware corporation (the “Company”) and Stuart A. Kingsley (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”. Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2024 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
entered into as of May 1 , 2024, by and among OXFORD FINANCE LLC, a Delaware limited liability company with 7 an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender, and SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), SCHOLAR ROCK HOLDING CORPORATION, a Delaware corporation (“Parent”), and SCHOLAR ROCK, INC., a Delaware corporation (together with Parent, individually and collectively, jointly and severally, “Borrower”) with an office located at 301 Binney Street, 3rd Floor, Cambridge, MA 02142.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Collaboration Agreement • March 13th, 2019 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Collaboration Agreement (the “Agreement”), dated March 12, 2019 (the “Amendment Effective Date”), amends and restates the Collaboration Agreement dated November 11, 2016 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Scholar Rock, Inc., a Delaware company having an address at 620 Memorial Drive, Cambridge, MA 02139 (hereinafter the “Scholar Rock”).
FIRST AMENDMENT TO LEASELease • August 8th, 2024 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
SHARE PURCHASE AGREEMENT by and between SCHOLAR ROCK HOLDING CORPORATION and GILEAD SCIENCES, INC. Dated as of December 19, 2018Share Purchase Agreement • December 24th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of December 19, 2018, is entered by and between Gilead Sciences, Inc. (the “Investor”), a Delaware corporation, and Scholar Rock Holding Corporation (the “Company”), a Delaware corporation.
CONSULTING AGREEMENTConsulting Agreement • July 16th, 2020 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) is entered into by and between Scholar Rock, Inc., a Delaware corporation (the “Company”), and Nagesh K. Mahanthappa, PhD, MBA (hereinafter referred to as “Scientific Advisor”). The Company and Scientific Advisor may be referred to herein individually as “Party” or collectively, as “Parties.” Provided that Scientific Advisor satisfies the Conditions (as defined below), this Agreement shall become effective on Scientific Advisor’s last day of employment (the “Effective Date”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2023 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
entered into as of November 10, 2022, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SCHOLAR ROCK HOLDING CORPORATION, a Delaware corporation (“Parent”), and SCHOLAR ROCK, INC., a Delaware corporation (together with Parent, individually and collectively, jointly and severally, “Borrower”) with an office located at 301 Binney Street, 3rd Floor, Cambridge, MA 02142.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2022 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of November 16, 2021, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SCHOLAR ROCK HOLDING CORPORATION, a Delaware corporation (“Parent”) and SCHOLAR ROCK, INC., a Delaware corporation (together with Parent, individually and collectively, jointly and severally, “Borrower”) with an office located at 301 Binney Street, 3rd Floor, Cambridge, MA 02142.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 21st, 2022 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
IRREVOCABLE REGISTRATION RIGHTS WAIVER AND AMENDMENTIrrevocable Registration Rights Waiver and Amendment • December 24th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • Delaware
This Irrevocable Registration Rights Waiver and Amendment (this “Agreement”) is made effective as of December 19, 2018, by and among Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), and the undersigned holders of Registrable Securities (the “Investors”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • September 23rd, 2019 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances)
This Separation Agreement and General Release (the “Agreement”) is made and entered into as of September 17, 2019 (the “Execution Date”), by and between Scholar Rock, Inc. (herein “Scholar Rock” or the “Company”), with its principal place of business in Cambridge, Massachusetts and Rhonda Chicko, a resident of Massachusetts (the “Employee”). Employee and the Company are sometimes collectively referred to as the “Parties” or individually as a “Party.” This Agreement shall become effective and enforceable by either Party only upon the Effective Date, as defined in Section 6(b) of this Agreement.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2023 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 18, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SCHOLAR ROCK HOLDING CORPORATION, a Delaware corporation (“Parent”), and SCHOLAR ROCK, INC., a Delaware corporation (toget
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Master Collaboration Agreement • December 24th, 2018 • Scholar Rock Holding Corp • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of [ ] [ ], 20[ ] (the “Execution Date”) by and between Gilead Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 333 Lakeside Drive, Foster City, California 94404 (“Gilead”), and [Scholar Rock], [a corporation organized and existing under the laws of the State of Delaware and having its principle place of business at 620 Memorial Drive, 2nd Floor, Cambridge, Massachusetts 02139] (“SR”)(1). Gilead and SR are each referred to herein by name or as a “Party”, or, collectively, as the “Parties”.
