ROCKET PHARMACEUTICALS, INC. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Subscription Agreement

On October 3, 2022, Rocket Pharmaceuticals, Inc. (the “Company”) has entered into a subscription agreement (the “Subscription Agreement”) with Morgan Stanley & Co.
LLC, JP Morgan Securities LLC and SVB Securities LLC, as representatives of the several subscribers named in Schedule A (collectively, the “Subscribers”), pursuant to which the Company has agreed to issue and sell up to 7,820,000 common shares (the “Shares”) ), including 1,020,000 shares (the “Optional Shares”) salable pursuant to an additional 30-day stock option granted to the underwriters (the “Offer”). The Shares were offered and sold under the Offer at the public offer price of $14.75 per share and were purchased by the underwriters from the Company at a price of
$13,865 per share.

The offering has been made pursuant to the Company’s effective registration statement on Form S-3 (registration number 333-253756), which was previously filed with the
Security and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

The Company estimates that the net proceeds of the Offering, after deducting underwriting discounts and fees and the estimated offering costs payable by the Company, will be approximately $94.0 millionis around
$108.1 million if the underwriters fully exercise their option to purchase the optional shares. The Company intends to use the net proceeds from the offering primarily to fund the development of its rare disease gene therapy pipeline, including advancing RP-L201 into a Phase 2 clinical trial and continued clinical development of RP-L102, to accelerate the development of internal manufacturing capabilities and for general corporate purposes.

The offering is expected to close on October 6, 2022, subject to customary closing conditions. In the underwriting agreement, the Company has agreed to indemnify the underwriters against certain liabilities, including liabilities under securities law, or to contribute to any payments which the underwriters may be required to make because of these responsibilities.

Pursuant to the Underwriting Agreement, the officers and directors of the Company and certain other shareholders have entered into agreements substantially in the form attached to the Underwriting Agreement, providing for a 90-day “lock-up” period with respect to sales of common shares of the Company, subject to certain exceptions.

The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this current Report on Form 8-K and incorporated herein by reference.

A copy of the notice of Goodwin Procter LLP relating to the validity of the Shares issued under the Offer is filed herewith as Schedule 5.1.

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Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit No.                              Description
  1.1       Underwriting Agreement, dated October 3, 2022, among Rocket
            Pharmaceuticals, Inc. and Morgan Stanley & Co. LLC, J.P. Morgan
            Securities LLC and SVB Securities LLC, as representatives of the
            several underwriters named in Schedule A thereto.
  5.1       Opinion of Goodwin Procter LLP

23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1) Exhibit 104 Cover Page Interactive Data File (embedded in Inline XBRL

            document).



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