Scholar Rock Holding Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2025, Scholar Rock Holding Corporation and Scholar Rock, Inc. (collectively, the “Company”) announced the appointment of Lisa Wyman, as Chief Technical and Quality Officer of the Company, effective January 27, 2025 and a planned leadership transition. On January 28, 2025, Edward H. Myles, the Company’s Chief Operating Officer and Chief Financial Officer, entered into a Separation and Release Agreement (the “Separation Agreement”) with the Company pursuant to which Mr. Myles will serve as Chief Operating Officer and Chief Financial Officer through March 15, 2025, after which time, he will provide consulting services as a Senior Advisor to the Company through September 15, 2025.
Pursuant to the Separation Agreement, the Company will pay Mr. Myles (i) nine (9) months of Mr. Myles’ base salary, (ii) a bonus for the fiscal year ended December 31, 2024, (iii) a portion of $202,400 to be prorated based on the number of days Mr. Myles is employed by the Company in 2025, and (iv) nine (9) months of health benefits continuation, among other benefits.
The foregoing description of the Separation Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On January 29, 2025, the Company issued a press release announcing Ms. Wyman’s appointment as Chief Technical and Quality Officer and a planned leadership transition. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Separation Agreement and Release by and between Scholar Rock, Inc. and Edward H. Myles, dated January 28, 2025. | |
| 99.1 | Press Release issued by Scholar Rock Holding Corporation dated January 29, 2025. | |
| 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: January 29, 2025 | By: | /s/ Junlin Ho |
| Junlin Ho | ||
| General Counsel & Corporate Secretary | ||