Washington, D.C. 20549




(Amendment No. 1)



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event Reported): June 6, 2019 (March 12, 2019)


Scholar Rock Holding Corporation

(Exact Name of Registrant as Specified in Charter)







(State or Other Jurisdiction of


(Commission File Number)


(I.R.S. Employer Identification


620 Memorial Drive, 2nd Floor, Cambridge, MA 02139
(Address of Principal Executive Offices) (Zip Code)


(857) 259-3860
(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.001 per share




The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x





Explanatory Note


This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Scholar Rock Holding Corporation (the “Company”) on March 13, 2019 (the “Original Form 8-K”). This Amendment No. 1 is being filed solely to correct and update the Exhibit Index of the Original Form 8-K, which, in supplemented form, now includes language in the exhibit index indicating that portions of Exhibit 10.1 have been omitted pursuant to the Company’s request for confidential treatment and that such omitted non-public information has been filed separately with the Commission. This Amendment No. 1 speaks only as of the original filing date and does not reflect events occurring after the filing of the Original Form 8-K or modify or update disclosures that may be affected by subsequent events. Except for the changes to the Exhibit Index, this Amendment No. 1 does not otherwise update any information or exhibits as originally set forth in or filed with the Original Form 8-K.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits




Amended and Restated Collaboration Agreement, dated March 12, 2019, by and between Scholar Rock, Inc. and Adimab, LLC


† Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






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 6, 2019


/s/ Junlin Ho



Junlin Ho



VP, Head of Corporate Legal