SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a) |
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Under the Securities Exchange Act of 1934 |
(Amendment No. ) |
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Renovacor, Inc.
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(Name of Issuer) |
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities) |
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75989E106
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(CUSIP Number) |
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Eleazer Klein, Esq.
Adriana Schwartz, Esq.
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919 Third Avenue |
New York, New York 10022 |
(212) 756-2000
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(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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September 19, 2022
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(Date of Event which Requires |
Filing of this Schedule) |
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. [X]
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
2
of 8 Pages |
1 |
NAME OF
REPORTING PERSON
RTW Investments, LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
4 |
SOURCE
OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants)
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8 |
SHARED
VOTING POWER
0
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9 |
SOLE
DISPOSITIVE POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants)
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10 |
SHARED
DISPOSITIVE POWER
0
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants)
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.0%
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14 |
TYPE OF
REPORTING PERSON
PN, IA
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CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
3
of 8 Pages |
1 |
NAME OF
REPORTING PERSON
Roderick Wong
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
4 |
SOURCE
OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants)
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8 |
SHARED
VOTING POWER
0
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9 |
SOLE
DISPOSITIVE POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants)
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10 |
SHARED
DISPOSITIVE POWER
0
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants)
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.0%
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14 |
TYPE OF
REPORTING PERSON
IN, HC
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CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
4
of 8 Pages |
Item 1. |
SECURITY AND ISSUER. |
This statement on Schedule 13D relates to the shares
(“Shares”) of common stock, par value $0.0001 per share, of
Renovacor, Inc., a Delaware corporation (the “Issuer”). The
principal executive office of the Issuer is located at P.O. Box
8142, Greenwich, CT 06836.
Item 2. |
IDENTITY AND BACKGROUND. |
(a) This statement is filed by (i) RTW Investments, LP (“RTW
Investments”), a Delaware limited partnership, and the
investment adviser to certain funds (the “RTW Funds”), with
respect to the Shares directly held by the RTW Funds; and (ii)
Roderick Wong, M.D. (“Dr. Wong”), the Managing Partner and
Chief Investment Officer of RTW Investments, with respect to the
Shares directly held by the RTW Funds. The foregoing persons are
hereinafter sometimes collectively referred to as the “Reporting
Persons.”
(b) The principal business address of each of the Reporting Persons
is 40 10th Avenue, Floor 7, New York, New York
10014.
(c) The principal business of RTW Investments is serving as
investment adviser to the RTW Funds. Dr. Wong is the Managing
Partner and Chief Investment Officer of RTW Investments.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) No Reporting Person has, during the last five years, 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 or 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.
(f) RTW Investments is a limited partnership organized in Delaware.
Dr. Wong is a citizen of the United States of America.
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The source of funds used for the purchase of the Shares reported
herein was the working capital of RTW Funds. The aggregate purchase
price of the Shares reported herein was approximately $28.6
million.
Item 4. |
PURPOSE OF TRANSACTION. |
On September 19, 2022,
the Issuer, Rocket Pharmaceuticals, Inc., a Delaware corporation,
(“Rocket”), Zebrafish Merger Sub, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Rocket
(“Merger Sub I”), and Zebrafish Merger Sub II, LLC, a
Delaware limited liability company and a direct wholly owned
subsidiary of Rocket (“Merger Sub II”), entered into an
agreement and plan of merger (the “Merger Agreement”).
Pursuant to the Merger
Agreement, (i) Merger Sub I will merge with and into the Issuer
(the “First Merger”) and (ii) the Issuer as the surviving
corporation of the First Merger, will merge with and into Merger
Sub II with Merger Sub II continuing as the surviving limited
liability company and a wholly owned subsidiary of Rocket (the
“Second Merger” and together with the First Merger, the
“Mergers”). Pursuant to the Mergers, the Issuer's
shareholders will receive approximately 0.1676 shares of Rocket in
exchange for each of their shares of the Issuer (subject to
adjustment as described in the Merger Agreement) and are expected
to own approximately 4.6% percent of Rocket equity on a fully
diluted basis immediately following the closing of the transaction.
The exchange ratio implies an equity deal value of approximately
$53 million based on fully diluted shares outstanding and the
acceleration and vesting of all earnout shares, or $2.60 per share
of the Issuer, based on the volume weighted average trading price
of Rocket shares of $15.51 for the 30 trading days through and
including Monday, September 19, 2022. The foregoing description of
the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement, which has been filed filed by the Issuer with the
SEC as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed
on September 20, 2022, and is incorporated herein by
reference.
CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
5
of 8 Pages |
The board of directors of Rocket formed a special committee of
independent directors to negotiate and approve the Merger. The
members of the Rocket board of directors that are affiliated with
RTW Investments, including Dr. Wong, recused themselves from the
committee and the board votes on the Merger.
In connection with the Merger Agreement, on September 19, 2022, the RTW Funds entered
into a Voting Agreement (the “Voting Agreement”), with the
Issuer, pursuant to which the RTW Funds have agreed to vote their
Rocket securities, in favor of the matters to be voted upon in
connection with the Merger, subject to the terms and conditions set
forth in the Voting Agreement.
The Voting Agreement will terminate the earliest of: (i) such date and time as the Merger
Agreement shall have been validly terminated pursuant to conditions
set forth therein, (ii) such date and time of any material
modification, waiver or amendment to any provision of the Merger
Agreement without the RTW Funds’ consent that reduces the amount or
changes the form of consideration payable to the RTW Funds pursuant
to the Merger Agreement, (iii) the First Effective Time (as defined
in the Merger Agreement); provided that the termination shall not
relieve the RTW Funds of any liability arising out of any breach
therein; and (iv) the time that the Company Stockholder Approval
(as defined in the Merger Agreement) has been obtained. The
foregoing summary of the Voting Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by,
the full text of the Voting Agreement, which is attached
as Exhibit A to this
Schedule 13D by reference to Exhibit 99.1 to the Issuer’s Current
Report on Form 8-K filed on September 20, 2022.
Item 5. |
INTEREST IN SECURITIES OF THE COMPANY. |
(a) The aggregate percentage of Shares reported to be beneficially
owned by the Reporting Persons is based upon 17,267,690 Shares
outstanding as of August 8, 2022, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,
filed with the SEC on August 8, 2022.
(b) See rows (7) through (10) of the cover page to this Schedule
13D for the number of Shares 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.
(c) No transactions in the Shares were effected by the Reporting
Persons during the past sixty (60) days.
(d) The RTW Funds have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the Shares reported herein. Each of RTW Master Fund,
Ltd. and RTW Innovation Master Fund, Ltd., each an RTW Fund, has
the right to receive or the power to direct the receipt of
dividends or the proceeds from the sale of more than 5% of the
Shares.
(e) Not applicable.
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER. |
The information provided or incorporated by reference in Item 4 is
hereby incorporated by reference herein.
CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
6
of 8 Pages |
The Reporting Persons are parties to an agreement with respect to
the joint filing of this Schedule 13D and any amendments thereto. A
copy of such agreement is attached as Exhibit B to this
Schedule 13D and is incorporated by reference herein.
Except as otherwise described in this Schedule 13D there are, no
contracts, arrangements, understandings or similar relationships
with respect to the securities of the Issuer between any of the
Reporting Persons and any other person or entity.
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit A: |
Voting Agreement, dated as of September 19, 2022 (incorporated by
reference to Exhibit 99.1 to the Issuer’s Current Report on Form
8-K filed on September 20, 2022). |
Exhibit B |
Joint Filing Agreement. |
CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
7
of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED:
September 21, 2022
RTW INVESTMENTS, LP |
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By: |
/s/ Roderick Wong, M.D. |
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Name: |
Roderick Wong, M.D. |
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Title: |
Managing Partner |
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/s/ Roderick Wong, M.D. |
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RODERICK WONG, M.D. |
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CUSIP No. 75989E106 |
SCHEDULE 13D |
Page
8
of 8 Pages |
Exhibit B
JOINT FILING AGREEMENT
PURSUANT TO RULE 13(d)-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
DATED:
September 21, 2022
RTW INVESTMENTS,
LP |
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By: |
/s/ Roderick Wong, M.D. |
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Name: |
Roderick
Wong, M.D. |
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Title: |
Managing
Partner |
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/s/ Roderick Wong, M.D. |
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RODERICK WONG,
M.D. |
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