Rocket Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Rocket Pharma just signed a big deal, filing an 8-K on it.

AI Summary

Rocket Pharmaceuticals, Inc. announced on December 9, 2024, that it entered into a material definitive agreement. The company, formerly known as Inotek Pharmaceuticals Corp, is incorporated in Delaware and has its principal executive offices in Cranbury, NJ. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant development for Rocket Pharmaceuticals, likely involving a new contract, partnership, or acquisition that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the nature and impact of which are not yet fully disclosed.

Key Numbers

• 001-36829 — SEC File Number (Identifies the company's filing with the SEC.)
• 04-3475813 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Rocket Pharmaceuticals, Inc. (company) — Registrant
• Inotek Pharmaceuticals Corp (company) — Former company name
• December 9, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Cranbury, NJ (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value RCKT The Nasdaq Global Ma
• $12.50 — ffering at the public offering price of $12.50 per share and were purchased by the Und
• $11.75 — rwriters from the Company at a price of $11.75 per share. The Offering was made pursu
• $178.1 million — mpany, are expected to be approximately $178.1 million. The Company currently intends to use t
• $12.49 — common stock, at the offering price of $12.49 per pre-funded warrant (which equals th
• $4.7 million — mpany, are expected to be approximately $4.7 million. The Company currently intends to use t

Filing Documents

• ny20039717x4_8k.htm (8-K) — 35KB
• ny20039717x4_ex1-1.htm (EX-1.1) — 303KB
• ny20039717x4_ex5-1.htm (EX-5.1) — 15KB
• ny20039717x4_ex5-1img01.jpg (GRAPHIC) — 2KB
• 0001140361-24-049137.txt ( ) — 561KB
• rckt-20241209.xsd (EX-101.SCH) — 4KB
• rckt-20241209_lab.xml (EX-101.LAB) — 21KB
• rckt-20241209_pre.xml (EX-101.PRE) — 16KB
• ny20039717x4_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 10, 2024, Rocket Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named in Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell an aggregate of 13,200,000 shares of common stock (the "Shares") (the "Offering"). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,980,000 shares of its common stock (the "Option Shares"). The Underwriters exercised their option to purchase the Option Shares in full, and the Offering closed on December 12, 2024. The Shares and the Option Shares were sold in the Offering at the public offering price of $12.50 per share and were purchased by the Underwriters from the Company at a price of $11.75 per share. The Offering was made pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-281606), which was previously filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective on August 16, 2024. The net proceeds from the Offering, after giving effect to the Underwriters' full exercise of their option to purchase the Option Shares and deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $178.1 million. The Company currently intends to use the net proceeds from the Offering primarily to fund pipeline development, for commercialization preparedness and execution, and for other general corporate purposes. Pursuant to the Underwriting Agreement, the Company's executive officers and directors, and certain other shareholders entered into agreements in substantially the

01

Item 8.01 Other Events. On December 9, 2024, the Company entered into a Subscription Agreement (the "Subscription Agreement") with RTW Innovation Master Fund, Ltd. (the "Investor") pursuant to which the Investor agreed to purchase in a private placement pre-funded warrants representing the right to purchase 400,000 shares of our common stock, at the offering price of $12.49 per pre-funded warrant (which equals the public offering price per share of common stock in the public offering described above less the $0.01 per share exercise price of each such pre-funded warrant) (the "Private Placement"). The Private Placement closed on December 12, 2024 concurrently with the closing of the underwritten public offering. Also on December 12, 2024, the Company entered into an Amendment to the Registration Rights Agreement dated August 27, 2021, with the Investor and the other parties thereto, which provides that the shares of common stock issuable upon exercise of the pre-funded warrants are subject to the rights and benefits of such Registration Rights Agreement. In general, such Registration Rights Agreement as so amended obligates the Company, following demand by the Investor or any of the other parties thereto, to file with the Commission a Registration Statement on Form S-3 covering the resale of shares of common stock held by the Investor and such other parties as promptly as reasonably practicable, and in any event within 60 days of such demand. Neither the sale of the pre-funded warrants pursuant to the Subscription Agreement nor the issuance of shares of common upon exercise of such pre-funded warrants has been registered under the Securities Act or any state securities laws. Neither the pre-funded warrants nor any shares issued upon exercise thereof may be offered or sold in the United States absent registration with the Commission or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached heret

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated December 10, 2024 , among Rocket Pharmaceuticals, Inc. and Morgan Stanley & Co. LLC, Leerink Partners LLC and Cantor Fitzgerald & Co. , as representative of the several underwriters named in Schedule A thereto. 5.1 Opinion of K&L Gates LLP. 23.1 Consent of K&L Gates LLP (contained in Exhibit 5.1). Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 12, 2024 Rocket Pharmaceuticals, Inc. By: /s/ Gaurav Shah, MD Name: Gaurav Shah, MD Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR