Form 8-K

8-K — Scholar Rock Holding Corp

Accession: 0001104659-26-091702

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001727196

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622083d2_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (tm2622083d2_ex5-1.htm)

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2026-08-06

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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

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2622083d2_ex5-1.htm · Sequence: 2

Exhibit 5.1

August 6,

2026

Scholar Rock Holding Corporation

301 Binney Street, 3rd

Floor

Cambridge, MA 02142

Re:

Securities Registered under Registration Statement on Form S-3ASR

We have acted as counsel to you in connection with

your filing of a Registration Statement on Form S-3ASR (File No. 333-282530) (as amended or supplemented, the “Registration

Statement”) filed on October 7, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to

the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Scholar Rock

Holding Corporation, a Delaware corporation (the “Company”) of an indefinite amount of any combination of securities of the

types specified therein. The Registration Statement was automatically effective upon its filing. Reference is made to our opinion letter

dated October 7, 2024 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion

letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on August 6, 2026 by the Company

with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company

of up to $200,000,000 in shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common

Stock”) covered by the Registration Statement. The Shares are being offered and sold by the sales agent named in, and pursuant to,

distribution agreement(s) among the Company and such sales agent.

We have reviewed such documents and made such examination

of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates

of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we

have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s

board of directors (or a duly authorized committee of the board of directors) prior to the date hereof (the “Minimum Price”)

and that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less

than the number of then unissued Shares that may be issued for the Minimum Price.

For purposes of the opinion set forth below, we

refer to the following as “Future Approval and Issuance”: (a) the approval by the Company’s board of directors

(or a duly authorized committee of the board of directors) of the issuance of the Shares (the “Approval”) and (b) the

issuance of the Shares in accordance with the Approval and the receipt by the Company of the consideration (which shall not be less than

the par value of such Shares) to be paid in accordance with the Approval.

Scholar Rock Holding Corporation

August 6, 2026

Page 2

The opinion set forth below is limited to the Delaware

General Corporation Law.

Based on the foregoing, we are of the opinion that

the Shares have been duly authorized and, upon Future Approval and Issuance, will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission

to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”),

which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit

to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not

admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and

regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

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