STOCK TITAN

Scholar Rock (NASDAQ: SRRK) files prospectus for $200M ATM stock offering

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Scholar Rock Holding Corporation described an update to its existing at-the-market offering program. The company filed a new prospectus supplement under its shelf registration statement on Form S-3ASR, allowing it to offer and sell, from time to time at its sole discretion through Jefferies LLC as sales agent, additional shares of common stock with an aggregate offering price of up to $200,000,000.

This new prospectus supplement replaces and supersedes the prior prospectus supplement dated November 14, 2025, and the offering pursuant to that prior supplement has been terminated. To date, the company has generated approximately $257.7 million in net proceeds from sales of common stock under the at-the-market program. Legal opinions and related consents from Goodwin Procter LLP are included as exhibits.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 6 Form 8-K records the new prospectus supplement as registered capacity under the already-effective shelf, not a completed sale: Scholar Rock may sell up to $200 million of additional common stock through the ATM at its discretion, so any dilution depends on later sales.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New ATM capacity $200,000,000 Aggregate offering price of additional common stock under ATM program via Jefferies
Net proceeds raised under ATM Program $257.7 million Cumulative net proceeds from common stock sales under the at-the-market program as of the report date
Shelf registration file number 333-282530 Form S-3ASR shelf registration statement covering the ATM shares
ATM agreement date November 14, 2022 Date of Open Market Sale Agreement with Jefferies LLC
Shelf filing date October 7, 2024 Date Form S-3ASR shelf registration statement was filed
Prior supplement date November 14, 2025 Date of prior prospectus supplement now replaced and terminated
Current supplement date August 6, 2026 Date of new prospectus supplement related to additional ATM shares
at-the-market offering program financial
"relating to an at-the-market offering program under which the Company may offer"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.
shelf registration statement on Form S-3ASR regulatory
"under the Company’s shelf registration statement on Form S-3ASR (File No. 333-282530)"
prospectus supplement regulatory
"the Company filed a prospectus supplement with the Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
net proceeds financial
"the Company has raised approximately $257.7 million in net proceeds from shares"
The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.
sales agent financial
"shares of its common stock ... through Jefferies as sales agent"
A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.
Offering Type ATM

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FAQ

What did Scholar Rock (SRRK) change about its at-the-market program?

Scholar Rock filed a new prospectus supplement authorizing additional at-the-market common stock sales of up to $200,000,000 through Jefferies LLC. This new supplement replaces the prior November 14, 2025 prospectus supplement, and the earlier related offering has been terminated.

How large is the new at-the-market capacity for Scholar Rock (SRRK) stock?

The new prospectus supplement covers additional common stock with an aggregate offering price of up to $200,000,000. These shares may be offered and sold from time to time at Scholar Rock’s sole discretion through Jefferies LLC as sales agent under the existing at-the-market program.

How much has Scholar Rock (SRRK) raised so far under its ATM Program?

Scholar Rock reports that it has raised approximately $257.7 million in net proceeds from sales of common stock under its at-the-market offering program. This figure reflects cumulative net proceeds as of the date of the current update to the program.

Which registration statement covers the new Scholar Rock (SRRK) ATM shares?

The additional shares are registered under Scholar Rock’s shelf registration statement on Form S-3ASR, File No. 333-282530. This registration statement was filed with the SEC on October 7, 2024 and became automatically effective upon filing.

Who is the sales agent for Scholar Rock’s (SRRK) at-the-market offering?

Jefferies LLC acts as sales agent under Scholar Rock’s at-the-market offering program. The company may offer and sell common stock from time to time through Jefferies, with terms and timing determined at Scholar Rock’s sole discretion, subject to the program’s limits.

What happened to Scholar Rock’s (SRRK) November 14, 2025 prospectus supplement?

The new prospectus supplement filed on August 6, 2026 replaces and supersedes the prior prospectus supplement dated November 14, 2025 in its entirety. Scholar Rock states that the offering pursuant to the prior supplement has been terminated.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event Reported): August 6, 2026

 

Scholar Rock Holding Corporation
(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-38501 82-3750435
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (I.R.S. Employer Identification Number)
     
301 Binney Street, 3rd Floor, Cambridge, MA 02142
(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 SRRK 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 ¨

 

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. ¨

 

 

 

 

 

 

Item 8.01. Other Events.

 

As previously disclosed, Scholar Rock Holding Corporation (the “Company”) entered into an Open Market Sale AgreementSM, dated November 14, 2022, with Jefferies LLC (“Jefferies”) relating to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (“Common Stock”) through Jefferies as sales agent (the “ATM Program”).

 

On August 6, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) under the Company’s shelf registration statement on Form S-3ASR (File No. 333-282530) filed by the Company with the SEC on October 7, 2024, which became automatically effective upon filing (the “Registration Statement”). The Prospectus Supplement relates to the offer and sale from time to time at its sole discretion through Jefferies, as its sales agent, additional shares of Common Stock having an aggregate offering price of up to $200,000,000 (the “Shares”).

 

The Prospectus Supplement is being filed to replace and supersede the Company’s prospectus supplement, dated November 14, 2025 (the “Prior Prospectus Supplement”), in its entirety and the offering pursuant to the Prior Prospectus Supplement has been terminated. As of the date hereof, the Company has raised approximately $257.7 million in net proceeds from shares of Common Stock under the ATM Program.

 

Goodwin Procter LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

 

The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit
No.
  Description
   
5.1   Opinion of Goodwin Procter LLP
     
23.1   Consent of Goodwin Procter LLP (included in Exhibit 5.1)
     
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: August 6, 2026 By: /s/ Junlin Ho
    Junlin Ho
    General Counsel & Corporate Secretary

 

 

Filing Exhibits & Attachments

4 documents