UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
i 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
i Scholar Rock Holding Corporation
(Exact Name of Registrant as Specified in Charter)
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i Delaware
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i 82-3750435
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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i 620 Memorial Drive, i 2nd Floor, i Cambridge,
i MA i 02139
(Address of Principal Executive Offices) (Zip Code)
( i 857) i 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:
i ☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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i Common Stock, par value $0.001 per share
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i SRRK
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i The Nasdaq Global Select Market
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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
i ☒
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.
i ☒
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Item 1.01
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Entry Into a Material Definitive Agreement
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Loan and Security Agreement
On
October 16, 2020 (the
“Closing Date”), Scholar Rock Holding Corporation (the
“Company”) and Scholar Rock, Inc. a wholly-owned subsidiary of
the Company
(collectively, the
“Borrower”), entered into a Loan and Security Agreement (the
“Loan and Security Agreement”) with Oxford Finance LLC (
“Collateral Agent”) and Silicon Valley Bank (
“Bank”) (each, a
“Lender” and collectively, the
“Lenders”).
Amount. The Loan and Security Agreement provides for
a term loan in an aggregate principal amount of up to $50.0 million (the
“Term Loan”) subject to funding in two tranches as follows: (a) on the Closing Date, a loan in the aggregate principal amount of $25.0 million (
“Tranche 1”) and (b) after the
Closing Date until
December 31, 2021, a loan in the aggregate principal amount of $25.0 million (
“Tranche 2”), subject to the Borrower’s achievement of both of the following milestones: the Borrower (i) doses the first patient in a Phase 3 clinical
trial for SRK-015 and (ii) doses the first patient in Part B of the DRAGON Phase 1 clinical trial for SRK-181. As of the Closing Date, the Borrower has received $25.0 million from Tranche 1 of the Term Loan. The Borrower intends to use the
proceeds of the Term Loan for working capital purposes and general corporate purposes.
Interest Rate, Fees. The outstanding principal of the Term Loan bears an interest rate the greater of (i) the Wall Street Journal Prime Rate plus 4.60% or (ii) 7.85% per annum. Interest
is payable on a monthly basis based on the principal amount outstanding during the preceding month. In addition, the Borrower is required to pay to the Lenders a final payment fee equal to 4.00% of the original principal amount of the Term Loan
advanced to the Borrower.
Maturity, Amortization. The maturity date of the
Term Loan is
May 1, 2025. The Borrower will pay interest only through
December 1, 2022, following by thirty (30) equal monthly installments commencing on the first business day of the calendar month after the amortization date, which is
December 1,
2022, and continuing on the first business day of each calendar month thereafter until the maturity date of the Term Loan.
Prepayment. The Borrower may, at its option, prepay
all, but not less than all, of the Term Loan upon thirty (30) Business Days’ written notice to the Collateral Agent and payment of a prepayment fee equal to the following: (i) if prepayment is made though the first anniversary of the Closing Date,
3.00% of the principal amount being prepaid, and (ii) if prepayment is made after the first anniversary of the Closing Date through the second anniversary of the Closing Date, 2.00% of the principal amount being prepaid. After the second
anniversary of the Closing Date, no prepayment fee will be due.
Security. The Borrower’s obligations are secured by
a security interest, senior to any current and future debts and to any security interest, in all of Borrower’s right, title, and interest in, to and under all of Borrower’s property and other assets, other than its intellectual property and other
limited exceptions specified in the Loan and Security Agreement.
Covenants; Representations and Warranties; Other Provisions.
The Loan and Security Agreement contains customary representations, warranties and covenants, including covenants by the Borrower limiting additional indebtedness, liens, including on intellectual property, guaranties, mergers and consolidations,
substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes.
Default Provisions. The Loan and Security Agreement
provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the
Borrower. After the occurrence and continuance of an event of default the Collateral Agent has the option to (i) accelerate payment of all obligations and terminate the Lender’s commitments under the Loan and Security Agreement, (ii) sign and file
in Borrower’s name any notices, assignment or agreements necessary to perfect or protect repayment, or (iii) notify any of Borrower’s account debtors to make payment directly to thr Collateral Agent.
The foregoing description of the Loan and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan and
Security Agreement
, which the Company intends to file as an exhibit to its Form 10-K for the year ending December 31, 2020.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Scholar Rock Holding Corporation
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By:
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Senior Vice President, Head of Legal
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