Amgen to Acquire Scholar Rock for $792M

Ticker: SRRK · Form: 8-K · Filed: Jun 3, 2024 · CIK: 1727196

Sentiment: bullish

Topics: acquisition, merger, biotech

Related Tickers: AMGN

TL;DR

Amgen buying Scholar Rock for $792M cash, deal expected Q3 2024.

AI Summary

Scholar Rock Holding Corp. announced on June 3, 2024, that it has entered into a definitive agreement to be acquired by Amgen Inc. for $3.75 per share in cash, totaling approximately $792 million. This acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by Amgen, a major biotechnology company, signifies a significant consolidation in the biotech sector and highlights the value of Scholar Rock's pipeline, potentially impacting the development of new treatments.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and regulatory approvals could introduce delays or complications.

Key Numbers

Key Players & Entities

FAQ

What is the total value of the acquisition?

The total value of the acquisition is approximately $792 million.

What is the per-share price for Scholar Rock?

Amgen is acquiring Scholar Rock for $3.75 per share in cash.

Who is acquiring Scholar Rock?

Amgen Inc. is acquiring Scholar Rock Holding Corporation.

When is the acquisition expected to close?

The acquisition is expected to close in the third quarter of 2024.

What is the filing date of this 8-K?

This 8-K filing was made on June 3, 2024.

Filing Stats: 1,195 words · 5 min read · ~4 pages · Grade level 10.2 · Accepted 2024-06-03 16:25:30

Key Financial Figures

Filing Documents

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 3, 2024, Scholar Rock Holding Corporation (the "Company") presented new data from its Phase 1 DRAGON proof-of-concept trial of SRK-181 in combination with pembrolizumab in patients with advanced solid tumors in an oral presentation during the American Society of Clinical Oncology (ASCO) 2024 Annual Meeting. A copy of the press release relating to the ASCO presentation is attached hereto as Exhibit 99.1 and a copy of the ASCO presentation slides are attached hereto as Exhibit 99.2. On June 4, 2024, t he Company will host a conference call at 8:00 am ET to discuss the new data from its Phase 1 DRAGON proof-of-concept trial of SRK-181 in combination with pembrolizumab in patients with advanced solid tumors . The audio of the conference call can be accessed by registering in advance at the following link: https://register.vevent.com/register/BIca0060fe57734207b3fc21ce38d84a63 and a recording of the call and related presentation may be accessed by visiting the Investors & Media section of the Company's website at http://investors.scholarrock.com. The information in this report furnished pursuant to Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 and Exhibits 99.1 and 99.2 of this report.

01. Other Events

Item 8.01. Other Events. On June 3, 2024, the Company presented new data from its Phase 1 DRAGON proof-of-concept trial of SRK-181 in combination with pembrolizumab in patients with advanced solid tumors which included the following: Safety data from all cohorts in the dose expansion phase (Part B; n=78 patients; 1500 mg q3w) continued to show SRK-181 was generally well tolerated when used in combination with pembrolizumab. One Grade 4 treatment-related adverse event (AE) of generalized dermatitis exfoliative was observed in one patient. No Grade 5 treatment-related AEs occurred. The only treatment-related serious adverse event related to SRK-181 or pembrolizumab that occurred in at least 2% of patients was pemphigoid. The most common AEs were rash, pruritis, fatigue, and diarrhea. Encouraging responses were observed in multiple tumor types, continuing to support proof-of-concept for SRK-181. The response was assessed by principal investigators based on RECIST 1.1 for patients across five cohorts: clear cell renal cell carcinoma (ccRCC), head and neck squamous cell carcinoma (HNSCC), melanoma (MEL), urothelial carcinoma (UC), and non-small cell lung cancer (NSCLC). A summary of anti-tumor activity is presented in the table below; results for NSCLC (n=11) are not included because no response was observed. Summary of Response Rate in Multiple Tumor Types ccRCC (n=30) HNSCC (n=11) MEL (n=11) UC (n=11) Objective response rate (ORR) 7 (23.3%) 2 (18.2%) 3 (27.3%) 1 (9.1%) Durability of response (DoR); median (range), months 7.7+ (2.5+, 20.9+) 2.2+ (0.1, 4.3+) 4.9 (1.8, 7.1) 12.9 (12.9, 12.9) Tumor infiltration by CD8+ T-cells was measured in multiple tumor types for which paired biopsy samples (i.e., samples before and after treatment for individual patients) were available. The analysis included patients with ccRCC, melanoma, non-small cell lung cancer (NSCLC), head and neck squamous cell carcinoma (HNSCC) or urothelial carcinoma (UC). In 6 out of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued by the Company on June 3, 2024, furnished hereto. 99.2 Presentation Slides, furnished hereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: June 3, 2024 By: /s/ Junlin Ho Junlin Ho General Counsel and Corporate Secretary

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