Amgen to Acquire Scholar Rock for $792M

TL;DR

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

AI Summary

Scholar Rock Holding Corp. announced on June 27, 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 transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by a major biopharmaceutical company like Amgen could significantly impact the development and availability of Scholar Rock's innovative therapies for fibrotic and neuromuscular diseases.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from closing.

Key Numbers

• $792 million — Acquisition Value (Total cash consideration for Scholar Rock)
• $3.75 — Per Share Price (Cash amount offered for each Scholar Rock share)

Key Players & Entities

• Scholar Rock Holding Corp. (company) — Company being acquired
• Amgen Inc. (company) — Acquiring company
• $3.75 (dollar_amount) — Per share acquisition price
• $792 million (dollar_amount) — Total acquisition value
• June 27, 2024 (date) — Date of definitive agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SRRK Nasdaq Global Select

Filing Documents

• srrk-20240627x8k.htm (8-K) — 77KB
• srrk-20240627xex3d1.htm (EX-3.1) — 16KB
• srrk-20240627xex3d1001.jpg (GRAPHIC) — 1KB
• srrk-20240627xex3d1002.jpg (GRAPHIC) — 1KB
• 0001558370-24-009582.txt ( ) — 225KB
• srrk-20240627.xsd (EX-101.SCH) — 3KB
• srrk-20240627_lab.xml (EX-101.LAB) — 16KB
• srrk-20240627_pre.xml (EX-101.PRE) — 10KB
• srrk-20240627x8k_htm.xml (XML) — 5KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. As further described under Item 5.07 of this Current Report on Form 8-K, on June 27, 2024 at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Scholar Rock Holding Corporation (the "Company"), and upon the recommendation of the Board of Directors (the "Board") of the Company, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (the "Officer Exculpation Amendment"). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval. The Officer Exculpation Amendment is described in detail under "Proposal 4 - Amend The Company's Amended And Restated Certificate Of Incorporation To Limit The Liability Of Certain Officers Of The Company" beginning on page 19 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The text of the Officer Exculpation Amendment was included in Annex B of the Proxy Statement. The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2024. The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. As further described under Item 5.07 of this Current Report on this Form 8-K, at the Annual Meeting, and upon the recommendation of the Board, the Company's stockholders approved a Certificate of Amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share ("Common Stock", such amendment, the "Authorized Shares Amendment"). The Authorized Shares Amendment was previously approved by the Board, subject to stockholder approval. The Authorized Shares Amendment is described in detail under "Proposal 3 - Amend The Company's Amended And Restated Certificate Of Incorporation To Increase The Number Of Authorized Shares Of Common Stock From 150,000,000 To 300,000,000" beginning on page 16 of the Proxy Statement in connection with the Annual Meeting. The text of the Authorized Shares Amendment was included in Annex A of the Proxy Statement. The Authorized Shares Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2024. The foregoing description of the Authorized Shares Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. During the Annual Meeting, the Company's stockholders considered and voted on the six proposals set forth below, each of which is described in greater detail in the Company's Proxy Statement. The final voting results are set forth below. Proposal 1 - Election of Directors The stockholders elected each of the persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company's annual meeting of stockholders in 2027 and until their successors, if any, are duly elected and qualified, subject to their earlier death, resignation or removal. The results of such vote were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Richard Brudnick 62,726,053 8,216,814 5,223,279 Jeffrey S. Flier, M.D. 56,709,862 14,233,005 5,223,279 Akshay Vaishnaw, M.D.,Ph.D. 64,032,596 6,910,271 5,223,279 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were as follows: Votes For Votes Against Abstentions 76,077,049 81,644 7,453 Proposal 3 – Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock The stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000. The results of such vote were as follows: Votes For Votes Against Abstentions 73,832,131 2,323,602 10,413 Proposal 4 – Amendment of the Company's Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company The stockholders approved an amendment to the Certificate of Incorporation to limit the l

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Scholar Rock Holding Corporation. 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 28, 2024 By: /s/ Junlin Ho Junlin Ho General Counsel and Corporate Secretary

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