Scholar Rock Announces $205 Million Registered Direct Offering CAMBRIDGE, Mass. (BUSINESS WIRE)

Rock Announces $205 Million Registered Direct Offering

CAMBRIDGE, Mass. (BUSINESS WIRE) June 17, 2022 -- Scholar

Rock (NASDAQ: SRRK), a Phase 3, clinical-stage biopharmaceutical company focused on the treatment of serious diseases in which protein

growth factors play a fundamental role, today announced that it has entered into a securities purchase agreement with certain institutional

investors to sell, in a registered direct offering, 16,326,530 shares of common stock and, in lieu of common stock, pre-funded warrants

to purchase 25,510,205 shares of common stock, and accompanying warrants to purchase 10,459,181 shares of common stock, at a price of

$4.90 per share and accompanying warrant or $4.8999 per pre-funded warrant and accompanying warrant, for total gross proceeds of approximately

$205 million, before deducting placement agent commissions and estimated offering expenses. The accompanying warrants will be immediately

exercisable and, expire on December 31, 2025 and have an exercise price of $7.35 per share. The offering is expected to close on

June 22, 2022, subject to the satisfaction of customary closing conditions.

Scholar Rock intends to use the net proceeds from the offering, together

with existing cash, cash equivalents and investments, to advance its ongoing and future clinical programs (including the development of

apitegromab in SMA through the anticipated Phase 3 SAPPHIRE topline data readout and SRK-181 in immuno-oncology), to further develop its

technology platform and to continue to advance its preclinical pipeline, as well as other ongoing research and development activities

and for general corporate purposes.

J.P. Morgan Securities LLC is acting as lead placement agent and Piper

Sandler & Co. is acting as co-placement agent for the offering.

Investors in the offering include Invus, Polaris Partners, Redmile,

Samsara BioCapital, and other institutional investors.

The securities were offered pursuant to an effective shelf registration

statement on Form S-3, as amended (File No. 333-254057) that was previously filed with the U.S. Securities and Exchange Commission

(the "SEC") and declared effective by the SEC on April 13, 2022. A final prospectus supplement, which contains additional

information relating to the offering, will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic

copies of the prospectus supplement may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,

1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 866-803-9204, or by email at prospectus-eq_fi@jpmchase.com; or Piper

Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, or by telephone at (800) 747-3924,

or by email at prospectus@psc.com.

Before investing in this offering, interested parties should read the

prospectus supplement, the accompanying prospectus and the other documents that are incorporated by reference in such prospectus supplement

and the accompanying prospectus in their entirety, which provide more information about Scholar Rock and the offering.

This press release shall not constitute an offer to sell or the solicitation

of an offer to buy 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 laws of any such state or jurisdiction.

Scholar Rock is a clinical-stage biopharmaceutical company focused

on the discovery and development of innovative medicines for the treatment of serious diseases in which signaling by protein growth factors

plays a fundamental role. Scholar Rock is creating a pipeline of novel product candidates with the potential to transform the

lives of patients suffering from a wide range of serious diseases, including neuromuscular disorders, cancer, and fibrosis. Scholar Rock's

approach to targeting the molecular mechanisms of growth factor activation enabled it to develop a proprietary platform for

the discovery and development of monoclonal antibodies that locally and selectively target these signaling proteins at the cellular level.

By developing product candidates that act in the disease microenvironment, Scholar Rock intends to avoid the historical challenges associated

with inhibiting growth factors for therapeutic effect. Scholar Rock believes its focus on biologically validated growth factors

may facilitate a more efficient development path.

Scholar Rock is a registered trademark of Scholar

Forward-Looking Statements

This press release contains "forward-looking statements"

within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the anticipated

closing date of the offering and use of proceeds from the offering. The use of words such as "may," "might," "could,"

"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"

"project," "intend," "future," "potential," or "continue," and other similar

expressions are intended to identify such forward-looking statements. All such forward-looking statements are based on management's current

expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially

and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, without limitation,

the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, as well as those

risks more fully discussed in the sections entitled "Risk Factors" in Scholar Rock's Quarterly Report on Form 10-Q

for the quarter ended March 31, 2022, as well as discussions of potential risks, uncertainties, and other important factors in Scholar

Rock's subsequent filings with the Securities and Exchange Commission. Any forward-looking statements represent Scholar Rock's

views only as of today and should not be relied upon as representing its views as of any subsequent date. All information in this press

release is as of the date of the release, and Scholar Rock undertakes no duty to update this information unless required by law.