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Delaware
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82-3750435
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Kingsley L. Taft
Laurie A. Burlingame Goodwin Procter LLP 100 Northern Ave. Boston, MA 02210 (617) 570-1000 |
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Junlin Ho
Scholar Rock Holding Corporation 301 Binney Street Cambridge, MA 02142 (857) 259-3860 |
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S-Page
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| | | | S-1 | | | |
| | | | S-2 | | | |
| | | | S-13 | | | |
| | | | S-15 | | | |
| | | | S-17 | | | |
| | | | S-18 | | | |
| | | | S-20 | | | |
| | | | S-22 | | | |
| | | | S-22 | | | |
| | | | S-22 | | | |
| | | | S-22 | | |
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Assumed offering price per share
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| | | | | | | | | $ | 16.92 | | |
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Net tangible book value per share as of December 31, 2021
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| | | $ | 4.89 | | | | | | | | |
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Increase in per share attributable to new investors attributable to this offering
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| | | $ | 2.31 | | | | | | | | |
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As adjusted net tangible book value per share as of December 31, 2021, after giving effect
to this offering |
| | | | | | | | | $ | 7.20 | | |
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Dilution per share to new investors participating in this offering
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| | | | | | | | | $ | 9.72 | | |
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Securities and Exchange Commission registration fee
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| | | $ | 27,810(1) | | |
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FINRA filing fee
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| | | $ | 225,000 | | |
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Legal fees and expenses
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| | | | * | | |
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Accounting fees and expenses
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Printing fees and expenses
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Transfer agent and trustee fees
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Miscellaneous
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Total
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Exhibit No.
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Description
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| 1.1* | | | Form of Underwriting Agreement | |
| 1.2 | | | Open Market Sale AgreementSM, by and between Scholar Rock Holding Corporation and Jefferies LLC, dated March 9, 2021 (incorporated by reference to Exhibit 1.2 to the Registrant’s Form S-3ASR filed on March 9, 2021) | |
| 3.1 | | | | |
| 3.2 | | | Amendment to Amended and Restated Certificate of Incorporation of Scholar Rock Holding Corporation (incorporated by reference to Exhibit 3.1.1 to the Registrant’s Form S-1/A filed on May 14, 2018) | |
| 3.3 | | | | |
| 4.1 | | | |
| | | | SCHOLAR ROCK HOLDING CORPORATION | | |||
| | | | By: | | |
/s/ Nagesh K. Mahanthappa
Nagesh K. Mahanthappa
Interim President and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ Nagesh K. Mahanthappa
Nagesh K. Mahanthappa
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| | Interim President, Chief Executive Officer and Director (Principal Executive Officer) | | |
March 7, 2022
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/s/ Edward H. Myles
Edward H. Myles
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| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
March 7, 2022
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/s/ David Hallal
David Hallal
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| | Director | | |
March 7, 2022
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/s/ Kristina Burow
Kristina Burow
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| | Director | | |
March 7, 2022
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/s/ Jeffrey S. Flier
Jeffrey S. Flier, M.D.
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| | Director | | |
March 7, 2022
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/s/ Michael Gilman
Michael Gilman, Ph.D.
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| | Director | | |
March 7, 2022
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Signature
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Title
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Date
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/s/ Amir Nashat
Amir Nashat, Sc.D.
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| | Director | | |
March 7, 2022
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/s/ Akshay Vaishnaw
Akshay Vaishnaw M.D., Ph.D.
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| | Director | | |
March 7, 2022
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/s/ Joshua Reed
Joshua Reed
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| | Director | | |
March 7, 2022
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Exhibit 5.1
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Goodwin Procter llp 100 Northern Avenue
goodwinlaw.com +1 617 570 1000 |
March 7, 2022
Scholar Rock Holding Corporation
301 Binney Street, 3rd Floor
Cambridge, MA 02142
Re: Securities Being Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of a Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-254057) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), of up to $300,000,000 of any combination of (i) common stock, par value $0.001 per share (the “Common Stock”), of the Company, (ii) preferred stock, par value $0.001 per share, of the Company (the “Preferred Stock”), (iii) debt securities of the Company (“Debt Securities”), (iv) warrants to purchase Common Stock, Preferred Stock, Debt Securities or Units (as defined below ) (“Warrants”) and (v) units comprised of Common Stock, Preferred Stock, Debt Securities, Warrants and other securities in any combination (“Units”). The Common Stock, Preferred Stock, Debt Securities, Warrants and Units are sometimes referred to collectively herein as the “Securities.” Pursuant to the Amendment, up to $300,000,000 of Securities may be issued in an unspecified number (with respect to Common Stock, Preferred Stock, Warrants and Units) or up to $300,000,000 in an unspecified principal amount (with respect to Debt Securities). The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (each a “Prospectus Supplement”) to the prospectus contained in the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinions set forth below are limited to the Delaware General Corporation Law and the law of New York.
For purposes of the opinions set forth below, without limiting any other exceptions or qualifications set forth herein, we have assumed that (i) each of the Debt Securities, Warrants and Units, and the indentures, warrant agreements, unit agreements and other agreements governing Securities offered pursuant to the Registration Statement will be governed by the internal law of New York and (ii) after the issuance of any Securities offered pursuant to the Registration Statement, the total number of issued shares of Common Stock or Preferred Stock, as applicable, together with the total number of shares of such stock issuable upon the exercise, exchange, conversion or settlement, as the case may be, of any exercisable, exchangeable or convertible security (including without limitation any Unit), as the case may be, then outstanding, will not exceed the total number of authorized shares of Common Stock or Preferred Stock, as applicable, available for issuance under the Company’s certificate of incorporation as then in effect (the “Charter”).
For purposes of the opinions set forth below, we refer to the following as the “Future Authorization and Issuance” of Securities:
· | with respect to any of the Securities, (a) the authorization by the Company of the amount, terms and issuance of such Securities (the “Authorization”) and (b) the issuance of such Securities in accordance with the Authorization therefor upon the receipt by the Company of the consideration (which, in the case of shares of Common Stock or Preferred Stock, is not less than the par value of such shares) to be paid therefor in accordance with the Authorization; |
· | with respect to Preferred Stock, (a) the establishment of the terms of such Preferred Stock by the Company in conformity with the Charter and applicable law and (b) the execution, acknowledgement and filing with the Delaware Secretary of State, and the effectiveness of, a certificate of designations to the Charter setting forth the terms of such Preferred Stock in accordance with the Charter and applicable law; |
· | with respect to Debt Securities, (a) the authorization, execution and delivery of the indenture or a supplemental indenture relating to such Securities by the Company and the trustee thereunder and/or (b) the establishment of the terms of such Securities by the Company in conformity with the applicable indenture or supplemental indenture and applicable law, and (c) the execution, authentication and issuance of such Securities in accordance with the applicable indenture or supplemental indenture and applicable law; and |
· | with respect to Warrants or Units, (a) the authorization, execution and delivery by the Company and the other parties thereto of any agreement under which such Securities are to be issued, and (b) the establishment of the terms of such Securities and the issuance of such Securities in conformity with those terms, the terms of any applicable agreement and applicable law. |
Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:
1. Upon the Future Authorization and Issuance of shares of Common Stock, such shares of Common Stock will be validly issued, fully paid and nonassessable.
2. Upon the Future Authorization and Issuance of shares of Preferred Stock, such shares of Preferred Stock will be validly issued, fully paid and nonassessable.
3. Upon the Future Authorization and Issuance of Debt Securities, such Debt Securities will be valid and binding obligations of the Company.
4. Upon the Future Authorization and Issuance of Warrants, such Warrants will be valid and binding obligations of the Company.
5. Upon the Future Authorization and Issuance of Units, such Units will be valid and binding obligations of the Company.
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 opinions 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.
Very truly yours, | |
/s/ Goodwin Procter LLP | |
GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No. 333-254057) and related Prospectus of Scholar Rock Holding Corporation for the registration of common stock, preferred stock, debt securities, warrants and units of Scholar Rock Holding Corporation and to the incorporation by reference therein of our report dated March 9, 2021, with respect to the consolidated financial statements of Scholar Rock Holding Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 7, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
SCHOLAR ROCK HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit (2) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
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Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||
Primary Offering of Securities: | ||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share (3) | 457(r) | $ | — | $ | — | $ | — | — | $ | — | ||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Preferred Stock, par value $0.001 per share (4) | 457(r) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Fees to Be Paid | Debt | Debt Securities (5) | 457(r) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Warrants (6) | 457(r) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Units (7) | 457(r) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Fees to Be Paid | Unallocated (Universal) Shelf | (1) | 457(o) | $ | 150,000,000 | — | $ | 150,000,000 | 0.0000927 | $ | 13,905 | |||||||||||||||||||||||||||||
Primary Offering of Common Stock: | ||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | 457(o) | $ | 150,000,000 | N/A | $ | 150,000,000 | 0.0000927 | $ | 13,905 | |||||||||||||||||||||||||||||
Fees to Be Paid | Total Registration Fee: | $ | 300,000,000 | N/A | $ | 300,000,000 | — | $ | 27,810 | |||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | Equity | Common Stock, par value $0.001 per share | 457(b) | $136,500,000 (8) | N/A | $ | 136,500,000 | 424 | (b)(5) | 333-254057 | March 9, 2021 | $ | 14,892 | |||||||||||||||||||||||||||
Total Offering Amounts | $ | 300,000,000 | $ | 27,810 | ||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | $ | 14,892 | (9) | |||||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 12,918 |
(1) | The amount to be registered consists of up to $300,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. |
(2) | The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. |
(3) | Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be. |
(4) | Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be. |
(5) | Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be. |
(6) | Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock or preferred stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required. |
(7) | Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required. |
(8) | The registrant previously paid a fee of $16,365 related to $150,000,000 of the registrant’s shares of common stock that may be issued and sold under a certain sales agreement with Jefferies LLC pursuant to a prospectus supplement filed by the Registrant on March 9, 2021. Of such shares of common stock, $136,500,000 remain unsold, and the registration fee in the amount of $14,892 related thereto is applied to the registrant’s total registration fee. Accordingly, the registrant is paying the registration fee due less the $14,892 that was previously paid, or $12,918. |
(9) | Pursuant to 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered by the Registrant on the Registrant’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-254057), originally filed on March 9, 2021 (the “Prior Registration Statement”) and the prospectus supplement filed at the same time (the “Prospectus Supplement”). The Prior Registration Statement and Prospectus Supplement registered the offer and sale of up to $150,000,000 in shares of the Registrant’s common stock, $136,500,000 of which remains unsold as the date of filing of this Amendment No. 1 to this Registration Statement. The Registrant has determined to include in this Registration Statement unsold securities under the Prior Registration Statement and Prospectus Supplement having an aggregate offering price of $136,500,000 (the “Unsold Shelf Securities”). Pursuant to Rule 457(b) under the Securities Act, the filing fee of $14,892 relating to the Unsold Shelf Securities under the Prior Registration Statement, which was paid under the Prior Registration Statement, will continue to be applied to the Unsold Shelf Securities registered pursuant to this Registration Statement. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source |
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Rule 457(b) and 0-11(a)(2) | ||||||||||||||||||||||||||||||||||||||||||||
Fee Offset Claims | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Fee Offset Sources | Scholar Rock Holding Corporation |
424 | (b)(5) | 333-254057 | March 9, 2021 | March 9, 2021 | $ | 14,892 | Equity | Common Stock, par value $0.001 per | N/A | $ | 136,500,000 | $ | 16,365 | |||||||||||||||||||||||||||||
Rule 457(p) | ||||||||||||||||||||||||||||||||||||||||||||
Fee Offset | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Claims | — | — | — | — | — |