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): September 19,
2022
Rocket Pharmaceuticals, Inc.
(Exact name
of registrant as specified in its charter)
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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9
Cedarbrook Drive, Cranbury, NJ
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08512
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (646) 440-9100
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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☐
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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:
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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Merger Agreement
On September 19, 2022, Rocket Pharmaceuticals, Inc., a
Delaware corporation (“Rocket” or “Parent”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with
Renovacor, Inc., a Delaware corporation (“Renovacor” or the
“Company”), Zebrafish Merger Sub, Inc., a Delaware corporation and
a direct wholly owned subsidiary of Parent (“Merger Sub I”),
Zebrafish Merger Sub, LLC, a Delaware limited liability company and
a direct wholly owned subsidiary of Parent (“Merger Sub II” and
together with Merger Sub I, the “Merger Subs”) pursuant to which,
among other matters, and subject to the satisfaction or waiver of
the conditions set forth Merger Agreement, (i) Merger Sub I will
merge with and into the Company (the “First Merger”) and (ii) the
Company, as the surviving company of the First Merger, will merge
with and into Merger Sub II (the “Second Merger” and together with
the First Merger, the “Mergers”), with Merger Sub II as the
surviving company (the “Surviving Company”). The Mergers are
intended to qualify for federal income tax purposes as a tax-free
reorganization under the provisions of Section 368(a) of the
Internal Revenue Code of 1986, as amended.
Merger Consideration
Subject to the terms and conditions of the Merger
Agreement, each share of the Company’s common stock, par
value $0.0001 per share (“Company Shares”) outstanding immediately
prior to the effective time of the First Merger (the “First
Effective Time”) (including Company Earnout Shares (as defined in
the Merger Agreement)) will be canceled and converted into the
right to receive a number of fully paid and non-assessable shares
of Parent common stock, $0.01 par value per share (“Parent Shares”)
determined on the basis of an exchange formula set forth in the
Merger Agreement (the “Exchange Ratio”). The Exchange Ratio will
initially be equal to 0.1676 for each Company Share (subject to
adjustment as described in this paragraph, the “Per Share Merger
Consideration”). Under certain circumstances further described in
the Merger Agreement, the Exchange Ratio may be adjusted upward or
downward based on the level of the Company’s net cash at the
Closing of the First Merger and certain other adjustments, as
determined in accordance with the Merger Agreement. There can be no assurances as to the Company’s
level of net cash between now and the closing of the transactions
contemplated by the Merger Agreement (the
“Closing”).
In addition, subject to the terms
and conditions of the Merger Agreement:
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At the First Effective time, all Company Shares held by Parent
or any Merger Sub immediately prior to the First Effective Time
will be canceled and retired and will cease to exist, and no
consideration will be delivered in exchange therefor;
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Immediately prior to the First Effective Time, all Sponsor
Earnout Shares (as defined in the Merger Agreement) will vest in
full and be released to Chardan Investments 2, LLC (formerly known
as Chardan Investments III, LLC), a Delaware limited liability
company (the “Sponsor”), in accordance with the terms of the that
certain Sponsor Support Agreement, dated as of March 22, 2021, by
and among the Company (formerly known as Chardan Healthcare
Acquisition 2 Corp.), the Sponsor and Renovacor Holdings, Inc.
(formerly known as Renovacor, Inc.) (“Renovacor Holdings”) and, at
the First Effective Time, will be canceled and converted into the
right to receive the Per Share Merger Consideration;
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Immediately prior to the First Effective Time, the Company
will issue a number of Company Shares comprising the maximum number
of SPAC Merger Earnout Shares (as defined in the Merger Agreement)
issuable in connection with and in accordance with that certain
Agreement and Plan of Merger, dated as of March 22, 2021, by and
among the Company (formerly known as Chardan Healthcare Acquisition
2 Corp.), CHAQ2 Merger Sub, Inc., a Delaware corporation, and
Renovacor Holdings to certain persons entitled thereto (other than
Company Shares issuable in settlement of outstanding Company
Earnout RSUs (as defined in the Merger Agreement)) and, at the
First Effective Time, all Company Shares issued pursuant to this
paragraph will be canceled and converted into the right to receive
the Per Share Merger Consideration;
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Immediately prior to the First Effective Time, the Company
will issue a number of Company Shares comprising the maximum number
of SPAC Merger Earnout Shares issuable in settlement of Company
Earnout RSUs and, at the First Effective Time, the Company Shares
issuable pursuant to this paragraph will be canceled and converted
into the right to receive the Per Share Merger Consideration;
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At the First Effective Time, each restricted stock unit award
that is subject to time vesting (a “Company Time-Vesting RSU”)
outstanding immediately prior to the First Effective Time will
automatically, without any further action on the part of Parent,
Merger Sub I, the Company or any holder thereof, vest in full and
be canceled and converted into the right to receive a number of
Parent Shares, rounded to the nearest whole number, equal to the
number of Company Shares subject to such Company Time-Vesting RSU
multiplied by the Exchange Ratio;
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At the First Effective Time, each option to purchase Company
Shares (a “Company Option”) outstanding immediately prior to the
First Effective Time will automatically, without any action on the
part of Parent, Merger Sub I, the Company or any holder thereof, be
converted into and thereafter evidence an option to acquire a
number of Parent Shares that is equal to the product of (A) the
number of Company Shares subject to such Company Option as of
immediately prior to the First Effective Time, multiplied by (B)
the Exchange Ratio, rounded down to the nearest whole number of
Parent Shares (after such conversion, an “Exchanged Option”), at an
exercise price per Parent Share underlying such Exchanged Option
equal to the quotient obtained by dividing (x) the per share
exercise price of Company Options immediately prior to the First
Effective Time by (y) the Exchange Ratio, rounded up to the nearest
whole cent.
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At the First Effective Time, each public warrant to purchase
Company Shares (a “Company Public Warrant”) outstanding and
unexercised immediately prior to the First Effective Time will
automatically, without any action on the part of Parent, Merger Sub
I, the Company or any holder thereof, be converted into and
thereafter evidence a warrant to purchase a number of Parent
Shares, rounded down to the nearest whole share, that is equal to
the product of (A) the number of Company Shares subject to such
Company Public Warrant as of immediately prior to the First
Effective Time, multiplied by (B) the Exchange Ratio (after such
conversion, an “Exchanged Warrant”), at an exercise price per
Parent Share underlying such Exchanged Warrant equal to the
quotient obtained by dividing (x) the per share exercise price
applicable to such Company Public Warrant immediately prior to the
First Effective Time by (y) the Exchange Ratio, rounded up to the
nearest whole cent.
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At the First Effective Time, each private warrant to purchase
Company Shares (a “Company Private Warrant”) outstanding and
unexercised immediately prior to the First Effective Time will
automatically, without any action on the part of Parent, Merger Sub
I, the Company or any holder thereof, be converted into and
thereafter evidence an Exchanged Warrant entitling the holder
thereof to purchase a number of Parent Shares, rounded down to the
nearest whole share, that is equal to the product of (A) the number
of Company Shares subject to such Company Private Warrant as of
immediately prior to the First Effective Time, multiplied by (B)
the Exchange Ratio, at an exercise price per Parent Share
underlying such Exchanged Warrant equal to the quotient obtained by
dividing (x) the per share exercise price applicable to such
Company Private Warrant immediately prior to the First Effective
Time by (y) the Exchange Ratio, rounded up to the nearest whole
cent; and
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At the First Effective Time, each pre-funded warrant to
purchase Company Shares (a “Company Pre-Funded Warrant”)
outstanding and unexercised immediately prior to the First
Effective Time will automatically, without any action on the part
of Parent, Merger Sub I, the Company or any holder thereof, be
converted into and thereafter evidence an Exchanged Warrant
entitling the holder thereof to purchase a number of Parent Shares,
rounded down to the nearest whole share, that is equal to the
product of (A) the number of Company Shares subject to such Company
Pre-Funded Warrant as of immediately prior to the First Effective
Time, multiplied by (B) the Exchange Ratio, at an exercise price
per Parent Share underlying such Exchanged Warrant equal to the
quotient obtained by dividing (x) the per share exercise price
applicable to such Company Pre-Funded Warrant immediately prior to
the First Effective Time by (y) the Exchange Ratio, rounded up to
the nearest whole cent.
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Conditions to the Mergers
The closing of the Mergers is subject to the satisfaction or
waiver of certain conditions including, among other things, (i) the
required approvals by Parent’s and the Company’s stockholders, (ii)
the accuracy of the respective representations and warranties of
each party, subject to certain materiality qualifications, (iii)
compliance by the parties with their respective covenants, (iv) the
absence of any law or order preventing the Mergers and the
contemplated transactions, (v) the Parent Shares to be issued in
the First Merger being approved for listing (subject to official
notice of issuance) on Nasdaq as of the closing and (vi) the
Registration Statement (as defined below) having become effective
in accordance with the provisions of the Securities Act of 1933, as
amended, and not being subject to any stop order or proceeding (or
threatened proceeding by the Securities and Exchange Commission
(the “SEC”)) seeking a stop order with respect to the Registration
Statement that has not been withdrawn.
Certain Other
Terms of the Merger Agreement
The Merger Agreement contains
customary representations, warranties and covenants made by Parent
and the Company, including covenants relating to obtaining the
requisite approvals of the stockholders of Parent and the Company,
indemnification of directors and officers, and the Parent’s and the
Company’s conduct of their respective businesses between the date
of signing the Merger Agreement and the closing of the
Mergers.
In connection with the Mergers,
Parent and the Company will jointly prepare and file a registration
statement on Form S-4 (the “Registration Statement”), in which a
joint proxy statement will be included (the “Proxy Statement”) to
seek the approval of (i) Parent’s stockholders with respect to
certain actions, including the issuance of Parent Shares, pursuant
to the Nasdaq rules (the “Parent Stockholder Approval”) and (ii)
the Company’s stockholders with respect to certain actions,
including the adoption of the Merger Agreement and the approval of
the First Merger (the “Company Stockholder Approval”).
The Company
is subject to a customary “no-shop”
provision whereby, subject to certain exceptions, it is prohibited
from, directly or indirectly (i) initiating, seeking or soliciting,
or knowingly encouraging or facilitating (including by way of
furnishing non-public information) or inquiring or the making or
submission of any proposal that constitutes, or would reasonably be
expected to lead to, a Company Acquisition Proposal (as defined in
the Merger Agreement); (ii) participating or engaging in
discussions or negotiating with, or disclosing any non-public
information or data relating to, the Company or its Subsidiary or
affording access to the properties, books or records of the
Company or its subsidiary to any
person that has made or could reasonably be expected to make, a
Company Acquisition Proposal; or (iii) entering into any agreement,
including any letter of intent, memorandum of understanding,
agreement in principle, merger agreement, acquisition agreement or
other similar agreement, whether or not binding, with respect to a
Company Acquisition Proposal. The “no-shop” provision is subject to
certain exceptions that permit the board of directors of the
Company (the “Company Board”) to comply with its fiduciary
duties, which, under certain circumstances, would enable the
Company to provide information to, and enter into discussions or
negotiations with, third parties in response to a Superior Proposal
(as defined in the Merger Agreement).
The Merger
Agreement contains certain customary termination rights, including,
among others:
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upon the mutual consent of
Parent and the Company;
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by the
Company, if any of Parent’s or the
Merger Sub’s covenants, representations or warranties contained in
the Merger Agreement will be or have become untrue and such breach
is not capable of being cured or has not been cured within 45 days
following notice of such breach;
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by the
Company, if at any time prior to the
Company Stockholder Approval, upon written notice to Parent, in
order to enter into a definitive agreement for a transaction
constituting a Superior Proposal;
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by the
Company, if Parent makes a Parent
Adverse Recommendation Change (as defined in the Merger
Agreement);
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by Parent, if the Company makes a
Company Adverse Recommendation Change (as defined in the Merger
Agreement); and
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by either Parent or the
Company, if (A) a court of competent
jurisdiction or other governmental body issues a final and
non-appealable order, decree or ruling, or has taken any other
action, having the effect of prohibiting the Mergers and the
contemplated transactions, (B) the Mergers have not occurred by
March 19, 2023, subject to certain conditions, (C) the Company
Stockholder Approval will not have been obtained at the
Company’s stockholder meeting or any
adjournment thereof; or (D) the Parent Stockholder Approval will
not have been obtained at Parent’s stockholder meeting or any
adjournment thereof.
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Under certain circumstances and in compliance
with certain obligations set forth in the Merger Agreement, (x)
Parent and the Company are
permitted to terminate the Merger Agreement prior to the First
Effective Time, subject to the payment by either Parent or the
Company, as applicable, of a termination fee of $1.74 million or
(y) in some
circumstances, Parent may be required to reimburse the Company’s
expenses up to a maximum of $750,000.
The foregoing summary does not
purport to be a complete description and is qualified in its
entirety by reference to the full text of the Merger Agreement,
which is attached hereto as Exhibit 2.1 and is incorporated herein
by reference.
The Merger Agreement is attached
to provide investors with information regarding its terms and is
not intended to provide any other factual information about Parent,
the Company or the Merger Subs. The Merger Agreement also contains
representations and warranties of each of Parent, the Company and
the Merger Subs. The assertions embodied in those representations
and warranties were made for purposes of the Merger Agreement and
are subject to qualifications and limitations agreed to by the
respective parties in connection with negotiating the terms of the
Merger Agreement, including information contained in certain
disclosures between the parties. Accordingly, investors and
security holders should not rely on such representations and
warranties as characterizations of the actual statements of facts
or circumstances, since they were only made as of a specific date
and are modified in important part by the disclosures between the
parties. In addition, certain representations and warranties may be
subject to a contractual standard of materiality different from
what might be viewed as material to security holders, or may have
been used for purposes of allocating risk between the respective
parties rather than establishing matters of fact. Moreover,
information concerning the subject matter of such representations
and warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
Parent’s and the Company’s public disclosures.
Voting
Agreements
In connection with the execution
of the Merger Agreement, certain stockholders of Parent and the
Company holding approximately 35% and 9.4% respectively, of the
companies’ outstanding voting shares entered into voting agreements
with Parent (the “Company Voting Agreements”) and the Company, as
applicable (the “Parent Voting Agreements” and together with the
Company Voting Agreements, the “Voting Agreements”).
Pursuant to the Voting
Agreements, the securityholders of Parent and the Company, as
applicable, have agreed, among other things, to: (i) vote their
beneficially owned securities of Parent or the Company, as
applicable, (1) in favor of the transactions contemplated by the
Merger Agreement, including any matter necessary for the
consummation of the Mergers, (2) in favor of any proposal to
adjourn or postpone any meeting of shareholders at which any of the
foregoing matters are submitted for consideration and vote of the
shareholders if there are not sufficient votes for approval of any
such matters on the date on which the meeting is held, (3) against
any third-party acquisition transactions, (4) against any other
proposal that could reasonably be expected to result in a breach of
any covenant, representation or warranty under the Merger Agreement
or any obligation of the securityholder under the Voting Agreement
and (5) against any other proposal that could reasonably be
expected to impeded, delay or adversely affect the timely
consummation of the transactions contemplated by the Merger
Agreement; and (ii) comply with certain restrictions on the
disposition of such shares, in each case subject to the terms and
conditions contained therein.
The foregoing description of the
Voting Agreements do not purport to be complete and are subject to,
and qualified in their entirety by, references to the form of the
Company Voting Agreement, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference and
to the form of Parent Voting Agreement, which is filed as Exhibit
99.2 to this Current Report on Form 8-K and incorporated herein by
reference.
On September 20, 2022, Parent and the Company issued a joint
press release announcing the entry into the Merger Agreement. A
copy of the press release is attached hereto as Exhibit 99.3 and is
incorporated herein by reference.
Forward-Looking Statements
This communication relates to a proposed business combination
transaction between Rocket Pharmaceuticals, Inc. (“Parent”) and
Renovacor, Inc. (the “Company”). This communication includes
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements relate to future events and
anticipated results of operations, business strategies, the
anticipated benefits of the proposed transaction, the anticipated
impact of the proposed transaction on the combined company’s
business and future financial and operating results, the expected
amount and timing of synergies from the proposed transaction, the
anticipated closing date for the proposed transaction and other
aspects of our operations or operating results. These
forward-looking statements generally can be identified by phrases
such as “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “predicts,” “potential,” “continue,” “foresees,”
“forecasts,” “estimates” or other words or phrases of similar
import. It is uncertain whether any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do, what impact they will have on the results of operations
and financial condition of the combined companies or the price of
Parent’s or the Company’s stock. These forward-looking statements
involve certain risks and uncertainties, many of which are beyond
the parties’ control, that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including but not limited to: the impact of public health crises,
such as pandemics (including coronavirus (COVID-19)) and epidemics
and any related company or government policies and actions to
protect the health and safety of individuals or government policies
or actions to maintain the functioning of national or global
economies and markets; the effect of the announcement of the merger
on the ability of Parent or the Company to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom Parent or the Company do business, or on Parent’s
or the Company’s operating results and business generally; risks
that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; uncertainties related to the initiation, timing and conduct
of studies and other development requirements for the Company’s
product candidates; the risk that any one or more of the Company’s
product candidates will not be successfully developed and
commercialized; the interest from patients and families for
participation in each of Parent’s ongoing trials, expectations
regarding the delays and impact of COVID-19 on clinical sites,
patient enrollment, trial timelines and data readouts, our
expectations regarding our drug supply for our ongoing and
anticipated trials, actions of regulatory agencies, which may
affect the initiation, timing and progress of pre-clinical studies
and clinical trials of its product candidates; the risk that the
results of preclinical studies and clinical trials may not be
predictive of future results in connection with future studies or
trials; the outcome of any legal proceedings related to the merger;
the ability of the parties to consummate the proposed transaction
on a timely basis or at all;
the satisfaction of the conditions precedent to consummation of the
proposed transaction, including the ability to secure regulatory
approvals on the terms expected, at all or in a timely manner; the
ability of Parent to successfully integrate the Company’s
operations; the ability of Parent to implement its plans, forecasts
and other expectations with respect to Parent’s business after the
completion of the transaction and realize expected synergies; the
risk of litigation and/or regulatory actions related to the
proposed transaction; and business disruption following the merger.
These risks, as well as other risks related to the proposed
transaction, will be included in the registration statement on Form
S-4 and proxy statement/prospectus that will be filed with the
Securities and Exchange Commission (“SEC”) in connection with the
proposed transaction. While the list of factors presented here is,
and the list of factors to be presented in the registration
statement on Form S-4 are, considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to
Parent’s and the Company’s respective periodic reports and other
filings with the SEC, including the risk factors identified in
Parent’s most recent Quarterly Reports on Form 10-Q and Annual
Report on Form 10-K and the Company’s most recent Quarterly Reports
on Form 10-Q and Annual Report on Form 10-K. The forward-looking
statements included in this communication are made only as of the
date hereof. Neither Parent nor the Company undertakes any
obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by
law.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Additional Information about the
Merger and Where to Find It
In connection with the proposed transaction, Parent intends to
file with the SEC a registration statement on Form S-4 that will
include a proxy statement of the Company and that also constitutes
a prospectus of Parent. Each of Parent and the Company may also
file other relevant documents with the SEC regarding the proposed
transaction. This document is not a substitute for the proxy
statement/prospectus or registration statement or any other
document that Parent or the Company may file with the SEC. The
definitive proxy statement/prospectus (if and when available) will
be mailed to stockholders of Parent and the Company. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of the
registration statement and proxy statement/prospectus (if and when
available) and other documents containing important information
about Parent, the Company and the proposed transaction, once such
documents are filed with the SEC through the website maintained by
the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Parent will be available free of
charge on the Parent’s website at https://ir.rocketpharma.com/ or by
contacting Parent’s Investor Relations department at info@rocketpharma.com. Copies of the
documents filed with the SEC by the Company will be available free
of charge on the Company’s website at https://ir.renovacor.com or by
contacting the Company’s Investor Relations department at
investors@
renovacor.com.
Participants in the
Solicitation
Parent, the Company and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of Parent
and the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth
in Parent’s and the Company’s Annual Reports filed with the SEC on
April 29, 2022 and April 14, 2022, respectively. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when such materials
become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Parent or the Company using the
sources indicated above.
Item
9.01
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Financial Statements and Exhibits.
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Exhibit
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Description
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Agreement and Plan of Merger, dated September 19, 2022, by and
among Parent, the Company, Merger Sub I and Merger Sub II.
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Form of Parent Voting Agreement.
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Form of Company Voting Agreement.
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Joint Press Release of Parent and the Company, dated September
20, 2022.
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Exhibit 104
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Cover Page Interactive Data File
(embedded within the Inline XBRL document).
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Schedules and exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any
omitted schedule and/or exhibit will be furnished to the SEC upon
request.
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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: September 20, 2022
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Rocket
Pharmaceuticals, Inc.
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By:
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Name:
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Gaurav Shah, MD
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Title:
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Chief Executive Officer and
Director
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