Scholar Rock Holding Corporation filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On May 6, 2025, Scholar Rock Holding Corporation, a Delaware corporation (the “Company”), received notice from Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, of its decision to decline to stand for re-election as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. EY will cease providing services following the filing of the Form 10-Q for the quarter ending March 31, 2025.
The reports of EY on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2024 and 2023 and during the interim period through May 6, 2025, there were (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided EY with a copy of this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree, as required by SEC rules. A copy of EY’s letter, dated May 12, 2025, stating its agreement with the above statements, is attached as Exhibit 16.1 to this report.
The Company and its Audit Committee have initiated discussions with other independent registered public accounting firms in order to engage a new independent registered public accounting firm. The Company will disclose the engagement of the Company’s new independent accountant as required by, and in accordance with, the SEC’s rules and regulations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 16.1 | Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission, dated May 12, 2025 | |
| 104 | Cover Page lnteractive 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: May 12, 2025 | By: | /s/ Junlin Ho |
| Junlin Ho | ||
| General Counsel & Corporate Secretary | ||