RTW Investments Adjusts Rocket Pharmaceuticals Stake

TL;DR

RTW Investments filed an amendment on 12/16/2024 regarding their Rocket Pharmaceuticals stake.

AI Summary

RTW Investments, LP, through an amendment filed on December 16, 2024, disclosed its beneficial ownership of Rocket Pharmaceuticals, Inc. The filing indicates a change in the reporting person's holdings, though specific new percentages or dollar amounts are not detailed in this excerpt. RTW Investments, LP is a significant holder in the pharmaceutical sector.

Why It Matters

Changes in significant investor holdings can signal shifts in confidence or strategy, potentially impacting the stock price of Rocket Pharmaceuticals.

Risk Assessment

Risk Level: medium — Filings related to significant investor changes can introduce volatility and uncertainty for the subject company's stock.

Key Players & Entities

• RTW Investments, LP (company) — Reporting Person
• Rocket Pharmaceuticals, Inc. (company) — Subject Company
• RODERICK WONG, M.D. (person) — Group Member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $1.4 million — rder, a censure, and a civil penalty of $1.4 million. Item3. Source and Amount of Funds o
• $5 million — were purchased for a purchase price of $5 million. Item4. Purpose of Transaction . I
• $12.49 — 00 shares of Common Stock at a price of $12.49 per pre-funded warrant (the Pre-Funded

Filing Documents

• d911400dsc13da.htm (SC 13D/A) — 50KB
• 0001193125-24-279899.txt ( ) — 52KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: This statement is being filed by RTW Investments, LP, a Delaware limited partnership (RTW Investments) and Roderick Wong, M.D., a United States citizen (Dr. Wong, and together with RTW Investments, each a Reporting Person, and collectively the Reporting Persons). Dr. Wong is the Managing Partner and Chief Investment Officer of RTW Investments. Dr. Wong serves on the Board of Directors of the Issuer. The address of the principal business office of RTW Investments and Dr. Wong is 40 10 th Avenue, Floor 7, New York, New York 10014. The principal business of RTW Investments is serving as investment advisor to investment funds. The principal business of Dr. Wong is to manage the investment activities of RTW Investments. During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, other than the previously announced settlement order entered into by RTW Investments, L.P. with the SEC dated May 30, 2023 (File No. 3-21473) (the Settlement). Pursuant to the Settlement, the SEC found violations of Sections 206(2) and 206(4) of the Investment Advisors Act of 1940 and Rule 206(4)-7 thereunder, and Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder, relating to conflicts of interest disclosure and beneficial ownership reporting, respectively. Under the terms of the settlement, RTW Investments agreed to a cease-and-desist order, a censure, and a civil penalty of $1.4 million. Item3. Source and Amount of Funds or Other Consideration .

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The source of funds used for the purchase of the Pre-Funded Warrants reported herein was the working capital of investment funds managed by the Reporting Persons (the RTW Funds). The Pre-Funded Warrants reported herein were purchased for a purchase price of $5 million. Item4. Purpose of Transaction .

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 above and Item 6 below is incorporated by reference to this Item 4. Item5. Interest in Securities of the Issuer . Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of the shares of Common Stock reported to be beneficially owned by each Reporting Person is based upon 104,316,692 shares of Common Stock reported to be outstanding by the Issuer in its prospectus supplement filed with the SEC on December 12, 2024, and, in the case of Dr. Wong, assumes the exercise of 212,856 stock options held by Dr. Wong that are currently exercisable or that will vest and become exercisable within 60 days, and in the case of each of RTW and Dr. Wong, includes 30,852 shares that may be acquired upon the exercise of warrants. (b) See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Excludes an aggregate of 3,526,955 pre-funded warrants that currently cannot be exercised due to beneficial ownership limitations contained in the warrants. (c) Other than as described in Item 6, no transactions in the shares of Common Stock were effected in the past sixty (60) days. Item6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer .

of the Schedule 13D is hereby amended and supplemented as follows

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 herein is incorporated by reference. The Subscription Agreement On December 9, 2024, the RTW Funds entered into a subscription agreement with the Issuer (the Subscription Agreement) pursuant to which the RTW Fund purchased a pre-funded warrant to purchase 400,000 shares of Common Stock at a price of $12.49 per pre-funded warrant (the Pre-Funded Warrants). The Pre-Funded Warrants have an exercise price of $0.01 and may be exercised, at any time and from time to time on or after December 12, 2024 until they have been exercised in full. The Pre-Funded Warrants contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock (the Blocker). Due to the Blocker, the Pre-Funded Warrants beneficially owned by the RTW Funds are not presently exercisable. Amendment to the Registration Rights Agreement In connection with the Subscription Agreement, on December 12, 2024, RTW Investments and certain RTW Funds entered into an amendment (the Amendment) to the registration rights agreement dated August 27, 2021 by and between the Issuer and the investors listed on Schedule A thereto (the Registration Rights Agreement). Pursuant to the Amendment, certain RTW Funds were joined to the Registration Rights Agreement and included in the definition of Investors therein. Consequently, the RTW Funds were granted customary registration rights with respect to the Common Stock of the Issuer held or that may be acquired by such funds, including the shares of Common Stock underlying the Pre-Funded Warrants. The Lock-up Agreement On December 12, 2024, Dr. Wong, RTW Investments and certain RTW Funds entered into a lock-up agreement (th

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