Scholar Rock Holding Corp
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statements and Schedules
(a)(1) Financial Statements.
Our consolidated financial statements and notes thereto, together with the Reports of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report on Form 10-K commencing on page F-1.
(a)(2) Financial Statement Schedules.
All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.
(a)(3) Exhibits.
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (and are numbered in accordance with Item 601 of Regulation S-K):
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|---|---|---|---|---|---|---|---|---|---|---|
| Number · Description · Form · File No. · Exhibit No. · Filing Date | ||||||||||
| | | | | | | | | | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of the Registrant | | S-1/A | | 333-224493 | | 3.2 | | May 8, 2018 |
| 3.2 | | Amendment to Amended and Restated Certificate of Incorporation of the Registrant | | S-1/A | | 333-224493 | | 3.1.1 | | May 14, 2018 |
| 3.3 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant | | 8-K | | 001-38501 | | 3.1 | | June 28, 2024 |
| 3.4 | | Amended and Restated By-laws of the Registrant | | S-1/A | | 333-224493 | | 3.4 | | May 8, 2018 |
| 4.1 | | Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated December 22, 2017 | | S-1 | | 333-224493 | | 4.1 | | April 27, 2018 |
| 4.2 | | Specimen Stock Certificate evidencing shares of common stock | | S-1/A | | 333-224493 | | 4.2 | | May 14, 2018 |
| 4.3 | | Amended and Restated Warrant to Purchase Stock, by and between Silicon Valley Bank and the Registrant, dated December 22, 2017 | | S-1 | | 333-224493 | | 4.3 | | April 27, 2018 |
| 4.4* | | Description of Capital Stock | | | | | | | | |
| 4.5 | | Form of Pre-Funded Warrant | | 8-K | | 001-38501 | | 4.1 | | June 21, 2022 |
| 4.6 | | Form of Common Stock Warrant | | 8-K | | 001-38501 | | 4.2 | | June 21, 2022 |
| 4.7 | | Form of Pre-Funded Warrant | | 8-K | | 001-38501 | | 4.1 | | October 10, 2024 |
| 10.1+ | | 2017 Stock Option and Incentive Plan and forms of award agreements thereunder | | S-1 | | 333-224493 | | 10.1 | | April 27, 2018 |
| 10.2+ | | 2018 Stock Option and Incentive Plan and forms of award agreements thereunder | | S-1/A | | 333-224493 | | 10.2 | | May 14, 2018 |
| 10.3+ | | Senior Executive Cash Incentive Bonus Plan | | S-1/A | | 333-224493 | | 10.3 | | May 8, 2018 |
| 10.4+ | | 2018 Employee Stock Purchase Plan | | S-1/A | | 333-224493 | | 10.4 | | May 14, 2018 |
| 10.5+ | | Scholar Rock Holding Corporation 2022 Inducement Equity Plan | | 8.K | | 001-38501 | | 10.2 | | June 21, 2022 |
| 10.6+ | | Amendment No. 1 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated September 4, 2022 | | S-8 | | 333-268327 | | 99.2 | | November 14, 2022 |
| 10.7+ | | Amendment No. 2 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated February 3, 2023 | | 10-K | | 001-38501 | | 10.7 | | March 7, 2023 |
| 10.8+ | | Amendment No. 3 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated January 25, 2024 | | 10-K | | 001-38501 | | 10.8 | | March 19, 2024 |
| 10.9+ | | Amendment No. 4 to Scholar Rock Holding Corporation 2022 Inducement Equity Plan, dated November 9, 2024 | | S-8 | | 333-283120 | | 99.7 | | November 12, 2024 |
| 10.10+ | | Form of Indemnification Agreement | | S-1/A | | 333-224493 | | 10.5 | | May 14, 2018 |
| 10.11† | | Exclusive License Agreement by and between the Registrant, and Children’s Medical Center, dated as December 16, 2013 | | S-1 | | 333-224493 | | 10.6 | | April 27, 2018 |
| 10.12 | | Lease Agreement by and between BMR-Rogers Street LLC and Scholar Rock, Inc., dated November 5, 2019.Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the Securities and Exchange Commission upon request. | | 10-Q | | 001-38501 | | 10.2 | | November 12, 2019 |
| 10.13+ | | Employment Agreement, dated July 14, 2020, by and between Scholar Rock, Inc. and Edward H. Myles. | | 8-K | | 001-38501 | | 10.2 | | July 16, 2020 |
| 10.14 | | Loan and Security Agreement, dated October 16, 2020, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-K | | 001-38501 | | 10.26 | | March 9, 2021 |
| 10.15 | | First Amendment to Loan and Security Agreement, dated November 16, 2021, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-K | | 001-38501 | | 10.27 | | March 7, 2022 |
| 10.16 | | Second Amendment to Loan and Security Agreement, dated November 10, 2022, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-K | | 001-38501 | | 10.26 | | March 7, 2023 |
| 10.17 | | Third Amendment to Loan and Security Agreement, dated April 18, 2023, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-Q | | 001-38501 | | 10.1 | | August 9, 2023 |
| 10.18+ | | Employment Agreement, by and between Scholar Rock, Inc. and Jay T. Backstrom, dated September 19, 2022. | | 8-K | | 001-38501 | | 10.1 | | September 20, 2022 |
| 10.19+ | | Employment Agreement, by and between Scholar Rock, Inc. and Jing Marantz, dated November 7, 2022. | | 8-K | | 001-38501 | | 10.1 | | November 9, 2022 |
| 10.20 | | Form of Securities Purchase Agreement by and among the Registrant and the purchasers dated June 17, 2022. | | 8-K | | 001-38501 | | 10.1 | | June 21, 2022 |
| 10.21+ | | Amended and Restated Employment Agreement, by and between Scholar Rock, Inc. and Junlin Ho dated March 1, 2023. | | 10-K | | 001-38501 | | 10.31 | | March 7, 2023 |
| 10.22+ | | Employment Agreement, by and between Scholar Rock, Inc. and Tracey Sacco, dated February 1, 2023. | | 10-K | | 001-38501 | | 10.32 | | March 19, 2024 |
| 10.23+* | | Amended and Restated Employment Agreement, by and between Scholar Rock, Inc. and Edward H. Myles dated December 8, 2024. | | | | | | | | |
| 10.24 | | Fourth Amendment to Loan and Security Agreement, dated May 27, 2024, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC and Silicon Valley Bank. | | 10-Q | | 001-38501 | | 10.2 | | August 8, 2024 |
| 10.25††* | | Amended and Restated Loan and Security Agreement, dated February 10, 2025, by and among the Registrant, Scholar Rock, Inc., Oxford Finance LLC. | | | | | | | | |
| 10.26 | | Separation Agreement and Release by and between Scholar Rock, Inc. and Edward H. Myles, dated January 28, 2025. | | 8-K | | 001-38501 | | 10.1 | | January 29, 2025 |
| 10.27* | | Scholar Rock Holding Corporation Amended and Restated Non-employee Director Compensation Policy | | | | | | | | |
| 19* | | Scholar Rock Holding CorporationStatement of Company Policy on Insider Trading and Disclosure | | | | | | | | |
| 21.1* | | Subsidiaries of the Registrant | | | | | | | | |
| 23.1* | | Consent of Independent Registered Public Accounting Firm. | | | | | | | | |
| 24.1* | | Power of Attorney (included on the signature page to this report). | | | | | | | | |
| 31.1* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 31.2* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 32.1** | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 97# | | Compensation Recovery Policy | | 10-K | | 001-38501 | | 97 | | March 19, 2024 |
| 101.INS | | Inline XBRL Instance Document | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| 104* | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) | | | | | | | | |
- Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
- Indicates a management contract or compensatory plan.
† Confidential treatment has been granted for certain portions of this exhibit. These portions have been omitted and filed separately with the SEC.
†† Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission.
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