Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On July 29, 2021, Stuart Kingsley's employment as the Chief Executive Officer and President of Scholar Rock Holding Corporation (the "Company") ended, as did his service on the Company's Board of Directors (the "Board"). Mr. Kingsley's departure from the Company was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices. The Company plans to enter into a Separation and Release Agreement with Mr. Kingsley.




(c)

On July 30, 2021, the Board appointed Nagesh Mahanthappa, the Company's former Chief Executive Officer and President, as Interim Chief Executive Officer and President of the Company and appointed Dr. Mahanthappa to serve as a member of the Board, while he remains the Company's Interim Chief Executive Officer. Prior to his appointment as Interim Chief Executive Officer and President of the Company, Dr. Mahanthappa had been serving as a senior advisor to the Company since his resignation from the Company in July 2020.

Dr. Mahanthappa was thefounding employee of Scholar Rock and served as a director and its President and Chief Executive Officer from October 2012 to July 2020. Prior to joining Scholar Rock, from February 2007 to May 2012, Dr. Mahanthappa was a founding employee and Vice President, Corporate Development & Operations at Avila Therapeutics, Inc. (acquired by Celgene Corporation in March 2012). Previously, from August 2002 to February 2007, he served in roles of increasing responsibility at Alnylam Pharmaceuticals, Inc., most recently as Vice President, Scientific & Strategic Development. He was also a founder of TwistDx, Inc. a DNA diagnostics company acquired by Inverness Medical Innovations, Inc. (now Alere, Inc.) in 2010. Dr. Mahanthappa received his Ph.D. in Neurobiology from the California Institute of Technology and completed his post-doctoral training at the E.K. Shriver Center for Mental Retardation (then affiliated with Massachusetts General Hospital) and Harvard Medical School. He received his M.B.A. from the F.W. Olin Graduate School of Management at Babson College and his B.A. in Biology and Chemistry from the University of Colorado, Boulder.

(e)

In connection with his appointment as the Interim Chief Executive Officer and President, Dr. Mahanthappa entered into an employment agreement with the Company effective July 30, 2021 (the "Mahanthappa Agreement"). Pursuant to the Mahanthappa Agreement, Dr. Mahanthappa will receive an initial annual base salary of $538,200 and will be eligible for an annual cash bonus as determined by the Board or the Compensation Committee of the Board with an annual incentive target of 55% of his annual base salary. Dr. Mahanthappa's 2021 base salary and any cash bonus payable for service in 2021 shall be subject to proration. During the term of his employment, he will continue to vest in his existing equity awards with the Company, subject to the terms of the applicable equity award agreements and equity incentive plans. If the Company terminates Dr. Mahanthappa from the Interim Chief Executive Officer position prior to February 28, 2022, then the portion of his stock options that would have vested through February 28, 2022 shall immediately accelerate and become fully vested and exercisable as of the date of termination. Dr. Mahanthappa is also eligible to participate in the employee benefit plans available to the Company's employees, subject to the terms of those plans. The Mahanthappa Agreement also contains other customary terms and provisions.

The above summary is not complete and is qualified in its entirety by Mahanthappa Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Item 7.01. Regulation FD Disclosure.

On August 3, 2021, the Company issued a press release announcing Mr. Kingsley's departure and Dr. Mahanthappa's appointment as Interim Chief Executive Officer and President. A copy of this press release is furnished as Exhibit 99.1 to this 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          Employment Agreement, by and between Scholar Rock, Inc. and Nagesh
              Mahanthappa, dated July 30, 2021  .

  99.1          Press Release issued by Scholar Rock Holding Corporation dated August
              3, 2021.

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