Attached files
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| EX-5.1 - EXHIBIT 5.1 - ROCKET PHARMACEUTICALS, INC. | nt10006761x3_ex5-1.htm |
| EX-1.1 - EXHIBIT 1.1 - ROCKET PHARMACEUTICALS, INC. | nt10006761x3_ex1-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
December 10, 2019
Rocket Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36829
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04-3475813
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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The Empire State Building
350 Fifth Ave, Suite 7530
New York, NY 10118
(Address of principal executive offices, including zip code)
(646) 440-9100
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.01 par value
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RCKT
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 1.01 |
Entry into a Material Definitive Agreement.
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Underwriting Agreement
On December 10, 2019, Rocket Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Cowen and Company LLC and Evercore
Group L.L.C., representatives (the “Representatives”) of the several underwriters (collectively with the Representatives, the “Underwriters”), pursuant to which the Company agreed to issue and sell up to 4,393,000 shares of common
stock (the “Shares”), which includes 573,000 shares (the “Optional Shares”) that may be sold pursuant to an option granted to the Underwriters (the “Offering”). The Shares were offered and sold in the Offering at the public
offering price of $22.25 per share and were purchased by the Underwriters from the Company at a price of $20.915 per share.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-232168), which was previously filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”).
The Offering closed on December 13, 2019. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments that the Underwriters may be required to make because of such liabilities.
Pursuant to the Underwriting Agreement, the Company’s executive officers and directors, and certain other shareholders entered into agreements in substantially the form included as an exhibit to the Underwriting
Agreement filed hereto, providing for a 90-day “lock-up” period with respect to sales of the Company’s common stock, subject to certain exceptions.
A copy of the opinion of Orrick, Herrington & Sutcliffe LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Underwriting Agreement, dated December 10, 2019, among Rocket Pharmaceuticals, Inc., J.P. Morgan Securities LLC, Cowen and Company, LLC and Evercore Group L.L.C.
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Opinion of Orrick, Herrington & Sutcliffe LLP
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Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1)
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SIGNATURES
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.
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Rocket Pharmaceuticals, Inc.
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Date: December 13, 2019
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By:
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/s/ Gaurav Shah, MD
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Gaurav Shah, MD
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President, Chief Executive Officer and Director
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