As previously announced, on September 19, 2022, Renovacor, Inc., a Delaware corporation (“Renovacor”) and Rocket Pharmaceuticals, Inc., a Delaware corporation (“Rocket”), entered into an Agreement and Plan of Merger (the “merger agreement”), by and among Renovacor, Rocket, Zebrafish Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket (“Merger Sub I”), and Zebrafish Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Rocket (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), that provides for the acquisition of Renovacor by Rocket. Upon the terms and subject to the conditions set forth in the merger agreement, first, Merger Sub I will merge with and into Renovacor (the “first merger,” and the effective time of the first merger, the “first effective time”), with Renovacor continuing as the surviving entity (the “Initial Surviving Corporation”) in the first merger and second, the Initial Surviving Corporation will merge with and into Merger Sub II (the “second merger” and together with the first merger, “the mergers”), with Merger Sub II continuing as the surviving entity in the second merger and as a wholly owned subsidiary of Rocket.

Upon the successful completion of the mergers, each issued and outstanding share of Renovacor common stock outstanding immediately prior to the first effective time (other than treasury shares and shares held directly by Rocket or any Merger Sub) will be converted into the right to receive a number of shares of Rocket common stock initially equal to approximately 0.1676 shares of Rocket common stock for each share of Renovacor common stock (the “initial exchange ratio”) and subject to adjustment as described in more detail in the accompanying joint proxy statement/prospectus (as so adjusted, the “exchange ratio”), with cash (without interest and subject to any required tax withholding) being paid in lieu of any fractional shares of Rocket common stock that Renovacor stockholders would otherwise be entitled to receive in the mergers.

Immediately following the completion of the mergers, former Renovacor stockholders are expected to own approximately 4.1% of the outstanding shares of Rocket common stock. Rocket common stock is traded on the Nasdaq Global Market and Renovacor common stock is traded on the New York Stock Exchange American LLC, under the symbols “RCKT” and “RCOR,” respectively. Renovacor warrants are traded on the New York Stock Exchange American LLC under the symbol “RCOR. WS”. Shares of common stock of Rocket following the completion of the mergers (the “combined company”) will trade on Nasdaq Global Market under the symbol “RCKT.” Following the completion of the mergers, shares of Renovacor common stock will no longer be listed on any stock exchange or quotation system, and Renovacor will cease to be a publicly traded company.

Because the exchange ratio is determined on the basis of a fixed value of Rocket common stock and is subject to adjustment under certain circumstances, the market value of the merger consideration to Renovacor stockholders may fluctuate with the market price of Rocket common stock and the net cash levels of Renovacor and will not be known at the time that Renovacor stockholders vote on the mergers. The initial exchange ratio is 0.1676 for each share of Renovacor common stock (subject to adjustment as described in the Merger Agreement), which implies a value of $2.60 per share of Renovacor common stock, based on the volume weighted average trading price of Rocket shares of $15.51 for the 30 trading days through and including September 19, 2022. Renovacor and Rocket encourage you to obtain current quotes for both the Rocket and Renovacor common stock before voting at any meeting of Renovacor stockholders or Rocket stockholders, as applicable.

To obtain the approvals of the Renovacor stockholders and the Rocket stockholders required in connection with the mergers, Renovacor will hold a special meeting of its stockholders (the “Renovacor special meeting”) and Rocket will hold a special meeting of its stockholders (the “Rocket special meeting”).

At the Renovacor special meeting, Renovacor stockholders will be asked to consider and vote on (a) a proposal to adopt the merger agreement (the “Renovacor merger proposal”) and thereby approve the first merger and other transactions contemplated thereby and (b) a proposal to approve the adjournment or postponement of the Renovacor special meeting to another time and place to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Renovacor merger proposal (the “Renovacor adjournment proposal”). The Renovacor board unanimously recommends that you vote “FOR” each of the two proposals to be considered at the Renovacor special meeting.

At the Rocket special meeting, Rocket stockholders will be asked to consider and vote on (a) a proposal to issue shares of Rocket common stock in connection with the first merger (the “Rocket share issuance proposal”) and (b) a proposal to approve the adjournment or postponement of the Rocket special meeting to another time and place to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the Rocket share issuance proposal (the “Rocket adjournment proposal”). The Rocket board recommends that you vote “FOR” each of the two proposals to be considered at the Rocket special meeting.

Renovacor and Rocket cannot complete the mergers unless the Renovacor merger proposal is approved by the Renovacor stockholders and the Rocket share issuance proposal is approved by the Rocket stockholders. Assuming a quorum is present at the Renovacor special meeting and the Rocket special meeting, respectively, approval of the Renovacor merger proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Renovacor common stock entitled to vote at the Renovacor special meeting on the Renovacor merger proposal, and approval of the Rocket share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast for or against the Rocket share issuance proposal at the Rocket special meeting. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to virtually attend the Renovacor special meeting or Rocket special meeting, as applicable, please vote by proxy over the Internet or telephone using the instructions provided in the accompanying joint proxy statement/prospectus.

The accompanying joint proxy statement/prospectus provides you with important information about Renovacor, Rocket, the Renovacor special meeting, the Rocket special meeting, the merger agreement, the mergers and each of the proposals. Renovacor and Rocket encourage you to read the entire document carefully, in particular the information under “Risk Factors” beginning on page 35 for a discussion of risks relevant to the mergers.

We look forward to the successful completion of the transaction.

Sincerely,

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the mergers, the adoption of the merger agreement, the Rocket common stock to be issued in connection with the mergers or any of the other transactions described in the accompanying joint proxy statement/prospectus, or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated as of, and is first being mailed to Renovacor stockholders and Rocket stockholders on or about     , 2022.

Notice is hereby given that Rocket Pharmaceuticals, Inc., a Delaware corporation (“Rocket”) will hold a special meeting of its stockholders (the “Rocket special meeting”) virtually via live webcast on November 30, 2022, beginning at 9:00 A.M., Eastern Time.

The Rocket special meeting will be held solely in a virtual meeting format via a live webcast. You will be able to attend the Rocket special meeting by visiting www.virtualshareholdermeeting.com/RCKT2022SM on November 30, 2022 at 9:00 A.M., Eastern Time.

The Rocket special meeting will be held for the purpose of Rocket stockholders considering and voting on the following proposals:

Pursuant to Rocket’s Amended and Restated By-Laws, the only business that will be transacted at the Rocket special meeting are the Rocket share issuance proposal and the Rocket adjournment proposal, as stated in this notice of the Rocket special meeting. If a quorum is not present, the only business that can be transacted at the Rocket special meeting is the adjournment or postponement of the meeting to another date or time. The accompanying proxy statement/prospectus, including the merger agreement attached as Annex A hereto, contains further information relating to these matters.

Only holders of record of Rocket common stock at the close of business on October 24, 2022 (the “Rocket record date”), are entitled to notice of and to vote at the Rocket special meeting and any postponement or adjournment thereof.

The Rocket board has (i) approved the execution and delivery of the merger agreement, the performance by Rocket of its covenants and agreements contained therein and the consummation of the contemplated transactions, including the mergers, and the issuance of Rocket common stock in connection therewith, each on the terms and subject to the conditions set forth therein, (ii) directed that the issuance of the Rocket common stock be submitted to a vote at a meeting of the stockholders of Rocket, including without limitation for purposes of approval under Nasdaq Rule 5635(a)(2), and recommended that Rocket’s stockholders approve such issuance. Accordingly, the Rocket board recommends that Rocket stockholders vote:

Your vote is very important, regardless of the number of shares of Rocket common stock you own. The parties cannot complete the mergers without approval of the share issuance proposal. Assuming a quorum is present at the Rocket special meeting, approval of the share issuance proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person (which includes presence at a virtual meeting) or represented by proxy at the Rocket special meeting.

Whether or not you plan to virtually attend the Rocket special meeting, please vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in this proxy statement/prospectus. If you hold your shares of Rocket common stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Rocket stockholders entitled to vote at the Rocket special meeting will be available electronically via the Rocket special meeting website for examination by any Rocket stockholder for any purpose germane to the Rocket special meeting beginning ten days prior to the Rocket special meeting up until the conclusion of the Rocket special meeting.

If you have any questions about the mergers, please send any correspondence to our Secretary, c/o Rocket Pharmaceuticals, Inc., 9 Cedarbrook Drive, Cranbury, New Jersey 08512. Stockholders may also visit our website at www.rocketpharma.com and select “Contact Us” to communicate online with us.

If you have any questions about how to vote or direct a vote in respect of your shares of Rocket common stock, please contact Rocket’s Corporate Secretary by phone at (609) 659-8001 or by email at info@rocketpharma.com.

 

We cordially invite you to attend a special meeting of the stockholders of Renovacor, Inc., a Delaware corporation (“Renovacor”), being held in connection with the proposed acquisition of Renovacor by Rocket Pharmaceuticals, Inc., a Delaware corporation (“Rocket”). On September 19, 2022, Renovacor entered into an Agreement and Plan of Merger (the “merger agreement”), by and among Rocket, Renovacor, Zebrafish Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket (“Merger Sub I”), and Zebrafish Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Rocket (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), that provides for the acquisition of Renovacor by Rocket. Upon the terms and subject to the conditions set forth in the merger agreement, including approval of the merger agreement by Renovacor’s stockholders at this special meeting, first, Merger Sub I will merge with and into Renovacor (the “first merger”), with Renovacor continuing as the surviving entity (the “Initial Surviving Corporation”) in the first merger and second, the Initial Surviving Corporation will merge with and into Merger Sub II (the “second merger” and together with the first merger, “the mergers”), with Merger Sub II continuing as the surviving entity in the second merger and as a wholly owned subsidiary of Rocket.

Notice is hereby given that Renovacor will hold a special meeting of its stockholders (the “Renovacor special meeting”) virtually via live webcast on November 30, 2022, beginning at 9:45 A.M., Eastern Time.

The Renovacor special meeting will be held solely in a virtual meeting format via a live webcast. You will be able to attend the Renovacor special meeting by visiting https://www.cstproxy.com/renovacor/sm2022. Renovacor encourages you to allow ample time for online check-in, which will open at 9:45 A.M., Eastern Time.

The Renovacor special meeting will be held for the purpose of Renovacor stockholders considering and voting on the following proposals:

Renovacor will transact no other business at the Renovacor special meeting except such business as may properly be brought before the Renovacor special meeting or any adjournment thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached as Annex A hereto, contains further information relating to these matters.

Only holders of record of common stock, par value $0.0001 per share, of Renovacor (“Renovacor common stock”) at the close of business on October 27, 2022 (the “record date”) are entitled to notice of and to vote at the Renovacor special meeting and any adjournment thereof.

The Renovacor board has unanimously determined that the mergers are advisable, fair to and in the best interests of Renovacor and its stockholders, and approved and declared advisable the execution and delivery of the merger agreement, the performance by Renovacor of its covenants and agreements contained in the merger agreement and the transactions contemplated thereby, including the mergers. Accordingly, the Renovacor board unanimously recommends that Renovacor stockholders vote:

Your vote is very important, regardless of the number of shares of Renovacor common stock you own. The parties cannot complete the mergers without approval of the Renovacor merger proposal. Assuming a quorum is present at the Renovacor special meeting, approval of the Renovacor merger proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Renovacor common stock entitled to vote at the Renovacor special meeting on the Renovacor merger proposal.

Whether or not you plan to virtually attend the Renovacor special meeting, please vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in the accompanying joint proxy statement/prospectus. If you hold your shares of Renovacor common stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Renovacor stockholders entitled to vote at the Renovacor special meeting will be available electronically via the Renovacor special meeting website for examination by any Renovacor stockholder for any purpose germane to the Renovacor special meeting beginning ten days prior to the Renovacor special meeting up until the conclusion of the Renovacor special meeting.

If you have any questions about the mergers, please contact Renovacor’s Chief Accounting Officer and Corporate Secretary, Joseph Carroll, at (610) 424-2650 or write to investors@Renovacor.com. Paper communications may be sent to Renovacor, Inc., Attn: Corporate Secretary at Renovacor, Inc., 201 Broadway, Suite 310, Cambridge, Massachusetts 02139.

If you have any questions about how to vote or direct a vote in respect of your shares of Renovacor common stock, please contact Renovacor’s proxy solicitor, Kingsdale Shareholder Services US Inc., by phone at 1-866-581-1571 or by email at contactus@kingsdaleadvisors.com.

This joint proxy statement/prospectus incorporates important business and financial information about Rocket from other documents that Rocket Pharmaceuticals, Inc. (“Rocket”) has filed with the Securities and Exchange Commission (the “SEC”) and that are not contained in and are instead incorporated by reference in this joint proxy statement/prospectus. For a list of documents incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this joint proxy statement/prospectus, any of the documents incorporated by reference in this joint proxy statement/prospectus or other information filed with the SEC by Rocket or Renovacor, Inc. (“Renovacor”), without charge, by written request directed to the appropriate company at the following contacts:

In order for you to receive timely delivery of the documents in advance of the Renovacor special meeting to be held on November 30, 2022, you must request the information no later than November 22, 2022 (which is five business days before the date of the Renovacor special meeting).

If you have any questions about the Renovacor special meeting, or need to obtain proxy cards or other information, please contact Renovacor’s proxy solicitor at the following contact:

The contents of the websites of the SEC, Rocket, Renovacor or any other entity are not incorporated in this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in this joint proxy statement/prospectus at these websites is being provided only for your convenience.

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Rocket (Registration No. 333-267871), constitutes a prospectus of Rocket under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of Rocket common stock (as defined below) to be issued to Renovacor stockholders pursuant to the Agreement and Plan of Merger, dated September 19, 2022, by and among Rocket, Rocket’s Merger Subs (as defined below) and Renovacor (as it may be amended from time to time, the “merger agreement”). This document also constitutes a proxy statement of Renovacor and Rocket under Section 14(a) of the Exchange Act. This joint proxy statement/prospectus also constitutes a notice of meeting to Renovacor and Rocket stockholders with respect to the Renovacor and Rocket special meetings.

Rocket has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to Rocket and its Merger Subs, and Renovacor has supplied all information relating to Renovacor. Rocket and Renovacor have both contributed to such information relating to the mergers.

Neither Rocket, nor Renovacor have authorized anyone to provide you with information that is different from that contained or incorporated by reference in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated    , 2022, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Renovacor stockholders nor the issuance by Rocket of shares of Rocket common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The following are brief answers to certain questions that Renovacor stockholders or Rocket stockholders, as applicable, may have regarding the mergers and the other matters being considered at the Renovacor special meeting or Rocket special meeting. You are urged to read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus carefully in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the merger agreement, the mergers and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under “Where You Can Find More Information.”

On September 19, 2022, Renovacor, Inc., a Delaware corporation (“Renovacor”), entered into an Agreement and Plan of Merger (the “merger agreement”), by and among Renovacor, Rocket Pharmaceuticals, Inc., a Delaware corporation (“Rocket”), Zebrafish Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket (“Merger Sub I”), and Zebrafish Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Rocket (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), that provides for the acquisition of Renovacor by Rocket. Each of the board of directors of Rocket (the “Rocket board”) and the board of directors of Renovacor (the “Renovacor board”) have approved the merger agreement.

Upon the terms and subject to the conditions set forth in the merger agreement, at the closing of the transactions contemplated by the merger agreement (the “closing”), (i) first, Merger Sub I will merge with and into Renovacor (the “first merger,” and the effective time of the first merger, the “first effective time”), with Renovacor continuing as the surviving entity (the “Initial Surviving Corporation”) in the first merger and (ii) second, the initial surviving corporation will merge with and into Merger Sub II (the “second merger,” and together with the first merger, the “mergers”), with Merger Sub II continuing as the surviving entity (the “Surviving Company”) in the second merger and as a wholly owned subsidiary of Rocket.

The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, at the first effective time, each share of common stock of Renovacor, par value $0.0001 per share (“Renovacor common stock”), issued and outstanding immediately prior to the first effective time will be converted into the right to receive a number of shares of common stock of Rocket, par value $0.01 per share (“Rocket common stock”), determined on the basis of an exchange formula as described in more detail in the section entitled “The Merger Agreement—Merger Consideration and Adjustment” and subject to adjustment as set forth therein (as so adjusted, the “exchange ratio”). The exchange ratio will initially be equal to approximately 0.1676 shares of Rocket common stock for each share of Renovacor common stock (the “initial exchange ratio”). Under certain circumstances further described in the merger agreement, the initial exchange ratio may be adjusted upward or downward based on the level of Renovacor’s net cash (as defined in the section entitled “The Merger Agreement—Merger Consideration and Adjustment”) at the first effective time and certain other adjustments, as determined in accordance with the merger agreement. There can be no assurances as to Renovacor’s level of net cash between now and the closing.

Each of the Renovacor board and the Rocket board believe that the proposed mergers will provide a number of significant potential strategic benefits and opportunities that will be in the best interests of the Renovacor stockholders and Rocket stockholders, respectively. To review the reasons for the proposed mergers in greater detail, see “The Mergers—Recommendation of the Renovacor Board and its Reasons for the Transaction” and “The Mergers—Recommendation of the Rocket Board and its Reasons for the Transaction” in this joint proxy statement/prospectus.

You are receiving this joint proxy statement/prospectus because Renovacor has agreed to be acquired by Rocket pursuant to the merger agreement. The merger agreement, which governs the terms and conditions of the mergers, is attached as Annex A hereto. Each of the Renovacor board and the Rocket board is using this joint

proxy statement/prospectus to solicit proxies of Renovacor stockholders and Rocket stockholders, respectively, in connection with seeking approval of merger agreement, the mergers and the related transactions. Renovacor and Rocket will each hold a meeting of its stockholders to obtain such approval and to consider other proposals as described elsewhere in this joint proxy statement/prospectus.

Each of Renovacor and Rocket is sending these materials to the Renovacor stockholders and Rocket shareholders, respectively, as of the applicable record date, to help the Renovacor stockholders and the Rocket stockholders decide how to vote their shares of Renovacor common stock and/or their shares of Rocket common stock, as the case may be, with respect to the matters to be considered at the special meeting of the stockholders of Renovacor (the “Renovacor special meeting”) and the special meeting of stockholders of Rocket (the “Rocket special meeting”), respectively.

Your vote is required in connection with the mergers. This joint proxy statement/prospectus contains important information about the mergers and the other proposals being voted on at the Renovacor special meeting and the Rocket special meeting to help you decide how to vote your shares with respect to the adoption of the merger agreement and other important matters.

The Renovacor special meeting will be held for the purpose of the Renovacor stockholders to vote on the following proposals:

The Rocket special meeting will be held for the purpose of the Rocket stockholders to vote on the following proposals:

Your vote is very important, regardless of the number of shares that you own. You are encouraged to submit your proxy as soon as possible by telephone or over the Internet, or by signing and returning the enclosed proxy card in the postage-paid envelope provided, even if you do plan to attend the Renovacor special meeting or the Rocket special meeting.

The approval of each of the Renovacor merger proposal and the Rocket share issuance proposal is a condition to the obligations of Rocket and Renovacor to complete the mergers. However, the approval of each the Renovacor adjournment proposal and Rocket adjournment proposal is not a condition to the obligations of Rocket or Renovacor to complete the mergers.

The Renovacor special meeting and Rocket special meeting will be held solely in a virtual meeting format via live webcast. You will not be able to attend any of the special meetings physically.

You will be able to attend and vote during the Renovacor special meeting via a live webcast by visiting https://www.cstproxy.com/renovacor/sm2022. Renovacor encourages you to allow ample time for online check-in, which begins at 9:45 A.M., Eastern Time. In order to attend the virtual Renovacor special meeting and vote online, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials. The control number is designed to verify your identity and allow you to vote your shares at the Renovacor special meeting or to vote by proxy prior to the Renovacor special meeting. See “The Renovacor Special Meeting—Virtually Attending the Renovacor Special Meeting.”

You will be able to attend and vote during the Rocket special meeting via a live webcast by visiting www.virtualshareholdermeeting.com/RCKT2022SM on November 30, 2022 at 9:00 A.M., Eastern Time. In order to attend the virtual Rocket special meeting and vote online, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials. The control number is designed to verify your identity and allow you to vote your shares at the Rocket special meeting or to vote by proxy prior to the Rocket special meeting. See “The Rocket Special Meeting—Virtually Attending the Rocket Special Meeting.”

Even if you plan to attend the Renovacor special meeting or Rocket special meeting virtually, the Renovacor board and Rocket board each recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting virtually.

If you hold your shares of Renovacor common stock or Rocket common stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your broker, bank or nominee to vote your shares.

Your vote “FOR” each proposal presented at the Renovacor special meeting or Rocket special meeting, as applicable, is very important, regardless of the number of shares that you own, and you are encouraged to submit a proxy as soon as possible. The mergers cannot be completed unless the Renovacor merger proposal is approved by Renovacor stockholders and the Rocket share issuance proposal is approved by the Rocket stockholders.

If the mergers are completed, each share of Renovacor common stock outstanding as of immediately prior to the first effective time will be converted into the right to receive a number of shares of Rocket common stock initially equal to the initial exchange ratio and subject to adjustment as described in more detail in the section entitled “The Merger Agreement—Merger Consideration and Adjustment.” Each Renovacor stockholder will receive cash (without interest and subject to any required tax withholding) in lieu of any fractional shares of Rocket common stock that such Renovacor stockholder would otherwise receive in the first merger. Any cash amounts to be received by a Renovacor stockholder in lieu of fractional shares of Rocket common stock will be rounded to the nearest whole cent.

Because the exchange ratio will not be adjusted based on the market price of Rocket common stock, the value of the merger consideration that Renovacor stockholders will receive in the mergers will depend in part on the market price of shares of Rocket common stock at the time the mergers are completed. The market price of shares of Rocket common stock that Renovacor stockholders receive at the time the mergers are completed could be greater than, less than or the same as the market price of shares of Rocket common stock on the date of this joint proxy statement/prospectus or at the time of the Renovacor special meeting. Accordingly, you should obtain current market quotations for Rocket common stock and Renovacor common stock before deciding how to vote on the Renovacor merger proposal. Rocket common stock is traded on the Nasdaq Global Market and Renovacor common stock is traded on the New York Stock Exchange American LLC (the “NYSE”) under the symbols “RCKT” and “RCOR,” respectively. Renovacor warrants are traded on the NYSE under the symbol “RCOR.WS.” Following the consummation of the mergers, shares of Renovacor common stock and Renovacor warrants will no longer be listed on any stock exchange or quotation system, and Renovacor will cease to be a publicly traded company. Shares of common stock of Rocket following the completion of the mergers (the “combined company”) will trade on Nasdaq Global Market under the symbol “RCKT.”

For more information regarding the effect on shares of Renovacor common stock and Renovacor warrants if the mergers are completed, see “The Merger Agreement—Merger Consideration and Adjustment” and “The Merger Agreement—Treatment of Other Renovacor Equity Securities—Treatment of Renovacor Warrants.”

If the mergers are completed, at the first effective time, (a) each Renovacor time-vesting RSU (as defined under “Summary—Treatment of Other Renovacor Equity Securities”) that is outstanding immediately prior to the first effective time will be cancelled and converted automatically into the right to receive a number of shares of Rocket common stock, rounded to the nearest whole number, equal to (i) the number of shares of Renovacor

common stock subject to such Renovacor time-vesting RSU multiplied by (ii) the exchange ratio, and (b) each Renovacor stock option (as defined under “Summary—Treatment of Other Renovacor Equity Securities”), whether vested or unvested, that is outstanding and unexercised immediately prior to the first effective time will be assumed by Rocket and automatically converted into an exchanged Rocket option equal to the product of (i) the number of shares of Renovacor’s common stock subject to such Renovacor stock option multiplied by (ii) the exchange ratio, rounded down to the nearest whole number of shares of Rocket common stock, at an exercise price per share of Rocket common stock equal to the quotient obtained by dividing (A) the per share exercise price of such Renovacor stock option by (B) the exchange ratio, rounded up to the nearest whole cent.

Additionally, if the mergers are completed, immediately prior to the first effective time, Renovacor will issue to each holder of a Renovacor earnout RSU award (as defined under “Summary—Treatment of Other Renovacor Equity Securities”) that is outstanding as of immediately prior to the first effective time the maximum number of SPAC merger earnout shares (as defined under “Summary—Treatment of Other Renovacor Equity Securities”) issuable in settlement of each such Renovacor earnout RSU award and as of the first effective time, each such SPAC merger earnout share will be cancelled and converted automatically into the right to receive shares of Rocket common stock in accordance with the exchange ratio, as described more fully under “The Merger Agreement—Treatment of Other Renovacor Equity Securities.”

For more information regarding the effect on Renovacor equity securities if the mergers are completed, see “The Merger Agreement—Treatment of Other Renovacor Equity Securities.”

In addition to approval of the Renovacor merger proposal by Renovacor stockholders and approval of the Rocket share issuance proposal by Rocket stockholders, consummation of the mergers is subject to the satisfaction or, to the extent permitted by applicable law, waiver, by Renovacor and Rocket of a number of other conditions, including the approval of the shares of Rocket common stock to be issued pursuant to the first merger for listing on the Nasdaq Global Market. See “The Merger Agreement—Conditions to the Completion of the Mergers” for more information.

The Renovacor board of directors unanimously recommends that Renovacor stockholders vote “FOR” the Renovacor merger proposal and “FOR” the Renovacor adjournment proposal. For more information regarding the recommendation of the Renovacor board, please see “The Merger—Recommendation of the Renovacor board and its Reasons for the Transaction.”

The Rocket board recommends that Rocket stockholders vote “FOR” the Rocket share issuance proposal and “FOR” the Rocket adjournment proposal. For more information regarding the recommendation of the Rocket board, please see “The Merger—Recommendation of the Rocket board and its Reasons for the Transaction.”

In considering the recommendations of the Renovacor board, Renovacor stockholders should be aware that Renovacor directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as Renovacor stockholders generally. These interests include, among others, the payment of severance benefits and acceleration of outstanding Renovacor equity awards upon certain terminations of employment or service and the combined company’s agreement to indemnify Renovacor directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see “Interests of Renovacor Directors and Executive Officers in the Mergers.”

In considering the recommendations of the Rocket board, Rocket stockholders should be aware that Rocket directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as Rocket stockholders generally. These interests include, among others, the payment of severance

benefits and acceleration of outstanding Rocket equity awards upon certain terminations of employment or service, the payment of certain incentive bonuses related to the mergers and the combined company’s agreement to indemnify Rocket directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see “Interests of Rocket Directors and Executive Officers in the Mergers.”

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of Renovacor common stock or Rocket common stock is referred to as a “proxy card.”

All holders of record of shares of Renovacor common stock who held shares at the close of business on the record date are entitled to receive notice of, and to vote at, the Renovacor special meeting. Each such holder of Renovacor common stock is entitled to cast one vote for each share of Renovacor common stock that such holder owned of record as of the record date on each matter properly brought before the Renovacor special meeting. Virtual attendance at the Renovacor special meeting via the Renovacor special meeting website is not required to vote. See below and “The Renovacor Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the Renovacor special meeting.

All holders of record of shares of Rocket common stock who held shares at the close of business on the record date are entitled to receive notice of, and to vote at, the Rocket special meeting. Each such holder of Rocket common stock is entitled to cast one vote for each share of Rocket common stock that such holder owned of record as of the record date on each matter properly brought before the Rocket special meeting. Virtual attendance at the Rocket special meeting via the Rocket special meeting website is not required to vote. See below and “The Rocket Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the Rocket special meeting.

Each Renovacor stockholder is entitled to one vote for each share of Renovacor common stock held of record as of the close of business on the record date for each proposal to be presented at the Renovacor special meeting. As of the close of business on the record date, there were a total of 17,269,415 shares of Renovacor common stock outstanding.

Each Rocket stockholder is entitled to one vote for each share of Rocket common stock held of record as of the close of business on the record date for each proposal to be presented at the Rocket special meeting. As of the close of business on the record date, there were a total of 75,684,423 shares of Rocket common stock outstanding.

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

For the Renovacor special meeting, to constitute a quorum, there must be present in person or by proxy the holders of Renovacor capital stock constituting a majority of voting power of all outstanding shares of capital stock entitled to vote. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for purpose of determining whether a quorum is present at the Renovacor special meeting. If your shares are held in “street name” by your broker or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Renovacor special meeting.

For the Rocket special meeting, to constitute a quorum, there must be present virtually via the Rocket special meeting website or by proxy the holders of Rocket common stock constituting a majority of the shares of Rocket common stock entitled to vote at the Rocket special meeting. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for purpose of determining whether a quorum is present at the Rocket special meeting. If your shares are held in “street name” by your broker or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Rocket special meeting.

The shares of Rocket common stock to be issued to Renovacor stockholders in the first merger will be listed for trading on the Nasdaq Global Market under the symbol “RCKT.”

If the Renovacor merger proposal is not approved by Renovacor stockholders, the Rocket share issuance proposal is not approved by the Rocket stockholders, or if the mergers are not completed for any other reason, Renovacor stockholders will not receive the merger consideration or any other consideration in connection with the mergers, and their shares of Renovacor common stock will remain outstanding.

If the mergers are not completed, Renovacor will remain an independent public company, and the Renovacor common stock and the Renovacor warrants will continue to be listed and traded on the NYSE under the symbols “RCOR” and “RCOR.WS,” respectively.

If the merger agreement is terminated under specified circumstances, Renovacor or Rocket may be required to pay the other party a termination fee. See “The Merger Agreement—Termination Fee.”

Shares held directly in your name as a Renovacor stockholder of record may be virtually voted at the Renovacor special meeting via the Renovacor special meeting website. Renovacor encourages you to allow ample time for online check-in, which begins at 9:45 A.M., Eastern Time.

If you hold your shares of Renovacor common stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your broker, bank or nominee to vote your shares. See “The Renovacor Special Meeting—Virtually Attending the Renovacor Special Meeting.”

Even if you plan to attend the Renovacor special meeting virtually via the Renovacor special meeting website, Renovacor recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to, or become unable to virtually attend the Renovacor special meeting.

For additional information on virtually attending the Renovacor special meeting, see “The Renovacor Special Meeting.”

Shares held directly in your name as a Rocket stockholder of record may be virtually voted at the Rocket special meeting via the Rocket special meeting website. Rocket encourages you to allow ample time for online check-in, which begins at 9:00 A.M., Eastern Time.

If you hold your shares of Rocket common stock through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your broker, bank or nominee to vote your shares. See “The Rocket Special Meeting—Virtually Attending the Rocket Special Meeting.”

Even if you plan to attend the Rocket special meeting virtually via the Rocket special meeting website, Rocket recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to, or become unable to virtually attend the Rocket special meeting.

For additional information on attending the Rocket special meeting, see “The Rocket Special Meeting.”

Whether you hold your shares directly as a stockholder of record of Renovacor or Rocket or beneficially in “street name,” you may direct your vote by proxy without virtually attending the Renovacor special meeting or Rocket special meeting. If you are a stockholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

For additional information on voting procedures, see “The Renovacor Special Meeting” or “The Rocket Special Meeting.”

Under NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. A “broker non-vote” occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Renovacor special meeting are non-routine matters under NYSE rules for which brokers do not have discretionary authority to vote, Renovacor does not expect there to be any broker non-votes at the Renovacor special meeting. Similarly, because all of the proposals to be voted on at the Rocket special meeting are non-routine matters, Rocket does not expect there to be any broker non-votes at the Rocket special meeting.

At the Renovacor special meeting, Renovacor stockholders will be asked to approve the following proposals:

Proposal 1: Renovacor Merger Proposal

Assuming a quorum is present at the Renovacor special meeting, approval of the Renovacor merger proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Renovacor common stock entitled to vote at the Renovacor special meeting on the Renovacor merger proposal. Accordingly, an abstention on the Renovacor merger proposal will have the same effect as a vote “AGAINST” the Renovacor merger proposal. In addition, any shares not virtually present or represented by proxy (including due to the failure of a Renovacor stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have the same effect as a vote “AGAINST” the Renovacor merger proposal.

If a quorum is not present at the Renovacor special meeting, or if a quorum is present at the Renovacor special meeting but there are insufficient votes at the time of the Renovacor special meeting to approve the Renovacor merger proposal, then in each case Renovacor stockholders will be asked to only vote on the Renovacor adjournment proposal.

Proposal 2: Renovacor Adjournment Proposal

Assuming a quorum is present at the Renovacor special meeting, approval of the Renovacor adjournment proposal requires the affirmative vote of a majority of votes cast at the Renovacor special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Renovacor stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Renovacor adjournment proposal. An abstention on the Renovacor adjournment proposal will have no effect on the Renovacor adjournment proposal.

If a quorum is not present or represented, the holders of voting stock representing a majority of the voting power present at the Renovacor special meeting, or the presiding officer, may adjourn the meeting. At any subsequent reconvening of the Renovacor special meeting at which a quorum shall be present or represented, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Renovacor special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

At the Rocket special meeting, Rocket stockholders will be asked to approve the following proposals:

Proposal 1: Rocket Share Issuance Proposal

Assuming a quorum is present at the Rocket special meeting, approval of the Rocket share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast at the Rocket special meeting on the Rocket share issuance proposal. An abstention on the Rocket share issuance proposal will have no effect on the Rocket share issuance proposal. Broker non-votes will have no effect on the Rocket share issuance proposal.

Proposal 2: Rocket Adjournment Proposal

Whether or not a quorum is present at the Rocket special meeting, approval of the Rocket adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the Rocket special meeting on the Rocket adjournment proposal. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Rocket stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Rocket adjournment proposal. An abstention on the Rocket adjournment proposal will have no effect on the Rocket adjournment proposal.

Yes.

Contemporaneously with the execution of the merger agreement, Rocket and certain stockholders of Renovacor holding approximately 9.4% of the outstanding shares of Renovacor common stock as of the date thereof, including all members of the Renovacor board and Renovacor executive officers (the “Renovacor supporting stockholders”) entered into the Renovacor voting agreements. Pursuant to the voting agreements, the Renovacor supporting stockholders agreed to, among other things, vote all of the shares in Renovacor that they owned as of the record date at the Renovacor special meeting (a) in favor of the mergers and the execution and delivery of the merger agreement and the adoption and approval of the merger agreement and the other transactions contemplated thereby; (b) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the merger agreement or the mergers or any other transactions contemplated by the merger agreement; (c) against any action or agreement that is intended to, or would reasonably be expected to materially impede, frustrate, interfere with, delay, postpone, discourage or adversely affect the mergers or the other transactions contemplated thereby; (d) in favor of any proposal to adjourn or postpone any Renovacor special meeting to a later date if there are not sufficient votes for the approval of the merger agreement on the date on which such meeting is held and (e) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the merger agreement, including the mergers.

Contemporaneously with the execution of the merger agreement, Renovacor and certain stockholders of Rocket holding approximately 35% of the outstanding shares of Rocket common stock as of the date thereof, including all members of the Rocket board, Rocket executive officers and RTW Investments, LP (the “Rocket supporting stockholders”) entered into the voting agreements. Pursuant to the voting agreements, the Rocket supporting stockholders agreed to, among other things, vote all of the shares in Rocket that they owned as of the record date at the Rocket special meeting (a) in favor of the proposal to issue shares of Rocket common stock in connection with the first merger and in accordance with the merger agreement; (b) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the merger agreement or the mergers or any other transactions contemplated by the merger agreement, including the Rocket share issuance proposal; (c) against any action or agreement that is intended to, or would reasonably be expected to materially impede, frustrate, interfere with, delay, postpone, discourage or adversely affect the mergers or the other transactions contemplated thereby; (d) in favor of any proposal to adjourn or postpone any Rocket special meeting to a later date if there are not sufficient votes for the approval of the merger agreement on the date on which such meeting is held and (e) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the merger agreement, including the mergers and the Rocket share issuance proposal.

For more information, please see “Renovacor Voting Agreement” and “Rocket Voting Agreement.”

If your shares of common stock are registered directly in your name with your company’s transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at your company’s special meeting. You may also grant a proxy directly to your company or to a third party to vote your shares at the special meeting.

If your shares of common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares.

No. Your bank, broker or other nominee will only be permitted to vote your shares of Renovacor common stock or Rocket common stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under both NYSE and Nasdaq rules, banks, brokers and other nominees who hold shares of Renovacor common stock or Rocket common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Renovacor special meeting or Rocket special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

The effect of not instructing your bank, broker or other nominee how you wish to vote your shares of Renovacor common stock will be the same as a vote “AGAINST” the Renovacor merger proposal but will have no effect on the Renovacor adjournment proposal.

The effect of not instructing your bank, broker or other nominee how you wish to vote your shares of Rocket common stock will have no effect on the Rocket share issuance proposal or the Rocket adjournment proposal.

If you hold shares of Renovacor common stock or Rocket common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Renovacor common stock or Rocket common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Renovacor special meeting or Rocket special meeting, as applicable.

Record Holders. For shares held directly, in order to ensure that all of your shares of Renovacor common stock or Rocket common stock are voted, please vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in this joint proxy statement/prospectus.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to submit a proxy or vote your shares.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Renovacor common stock or Rocket common stock in the way that you indicate. For each item before the Renovacor special meeting or Rocket special meeting, you may specify whether your shares of Renovacor common stock or Rocket common stock, as applicable, should be voted for or against, or abstain from voting on such proposal.

If you sign, date and return your proxy card but do not indicate how you want your shares of Renovacor common stock or Rocket common stock to be voted, then your respective shares of common stock will be voted in accordance with the recommendation of the respective board of directors. For Renovacor stockholders, your shares of Renovacor common stock will be voted “FOR” the Renovacor merger proposal and “FOR” the Renovacor adjournment proposal. For Rocket stockholders, your shares of Rocket common stock will be voted “FOR” the Rocket share issuance proposal and “FOR” the Rocket adjournment proposal.

Any Renovacor stockholder or Rocket stockholder giving a proxy has the right to revoke their proxy and change their vote before the proxy is voted at the Renovacor special meeting or Rocket special meeting by doing any of the following:

Your attendance at the Renovacor special meeting or Rocket special meeting will not revoke your proxy unless you (i) either give written notice of revocation to the respective company’s Corporate Secretary before your proxy is exercised or (ii) virtually attend and vote your shares at the respective special meeting.

Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the Renovacor special meeting or Rocket special meeting via the special meeting website. Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

See “The Renovacor Special Meeting—Revocability of Proxies” or “The Rocket Special Meeting—Revocability of Proxies.”

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to revoke or change your voting instructions.

No, Renovacor stockholders and Rocket stockholders are not entitled to appraisal or dissenters’ rights under Delaware General Corporation Law (the “DGCL”) in connection with the mergers. If Renovacor stockholders or Rocket stockholders are not in favor of the mergers, they may vote against the Renovacor merger proposal or against the Rocket share issuance proposal, respectively, or choose to abstain from voting. Information about how Renovacor stockholders or Rocket stockholders may vote on the proposals being considered in connection with the mergers can be found under “The Renovacor Special Meeting” or “The Rocket Special Meeting,” respectively.

For more information, please see “No Appraisal Rights.”

Yes. You should read and carefully consider the risk factors set forth under “Risk Factors.” You also should read and carefully consider the risk factors relating to Rocket that are contained in this joint proxy statement/prospectus and the documents that are incorporated by reference in this joint proxy statement/prospectus.

The respective record date is earlier than the date of the Renovacor special meeting and the Rocket special meeting. If you sell or otherwise transfer your shares of Renovacor common stock or Rocket common stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

Renovacor has engaged Kingsdale Shareholder Services US Inc. (“Kingsdale Advisors”) to assist in the solicitation of proxies for the Renovacor special meeting. Renovacor estimates that it will pay Kingsdale Advisors a fee of approximately $12,500, plus reimbursement for certain reasonable, documented out-of-pocket expenses. Renovacor has agreed to indemnify Kingsdale Advisors against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Renovacor also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Renovacor common stock. Renovacor directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Rocket will pay the cost for the solicitation of proxies by the Rocket Corporate Secretary. The solicitation of proxies will be made primarily by mail and through Internet access to materials. Proxies may also be solicited personally, by telephone, fax or e-mail by employees of Rocket without any remuneration to such individuals other than their regular compensation. Rocket will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement— Conditions to the Completion of the Mergers,” including approval of the Renovacor merger proposal and approval of the Rocket share issuance proposal, the mergers are currently expected to be completed by the first quarter of 2023. However, neither Rocket nor Renovacor can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, because completion of the mergers are subject to conditions and factors beyond the control of both companies, including the receipt of certain required regulatory approvals and consents, approval of the Renovacor merger proposal by the Renovacor stockholders and approval of the Rocket share issuance proposal by the Rocket stockholders. Rocket and Renovacor hope to complete the mergers as soon as reasonably practicable.

For more information, please see “The Mergers—Regulatory Approvals.”

Based on the initial exchange ratio and the anticipated treatment of equity-based awards and the number of shares of Rocket and Renovacor common stock outstanding on October 25, 2022, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the first merger, former Renovacor stockholders are expected to own approximately 4.1% of the outstanding shares of Rocket common stock immediately following the closing of the mergers. The relative ownership interests of Rocket stockholders and former Renovacor stockholders in the combined company immediately following the mergers will depend on the number of shares of Rocket and Renovacor common stock issued and outstanding immediately prior to the first merger.

All shares of Renovacor common stock are held in book-entry form, whether through The Depository Trust Company (“DTC”) or otherwise, and Renovacor stockholders will not be required to take any specific actions to exchange your shares of Renovacor common stock for shares of Rocket common stock. Such shares will, following the effective time, be automatically exchanged for shares of Rocket common stock (in book-entry form) and cash in lieu of any fractional shares of Renovacor common stock to which they are entitled. See “The Merger Agreement—Exchange of Shares.”

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes included herein. Then, you may vote by proxy over the Internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, so that your shares will be voted in accordance with your instructions.

You can find more information about Rocket and Renovacor by reading this joint proxy statement/prospectus and from various sources described under “Where You Can Find More Information.”

Renovacor and Rocket intend that the mergers, taken together, should qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes (the “Intended Tax Treatment”). Assuming the mergers so qualify, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences of the Mergers”) of Renovacor common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Renovacor common stock for Rocket common stock in the mergers, except with respect to cash received by such U.S. holder in lieu of fractional shares of Rocket common stock.

However, it is not a condition to Renovacor’s obligation or Rocket’s obligation to consummate the transactions contemplated by the merger agreement that the mergers qualify for the Intended Tax Treatment or that Renovacor or Rocket receive an opinion from counsel to that effect. Furthermore, neither Renovacor nor Rocket intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers. Accordingly, no assurance can be given that the mergers will qualify for the Intended Tax Treatment or that the IRS will not challenge the conclusion that the mergers will qualify for the Intended Tax Treatment or that a court would not sustain such a challenge. If, contrary to expectations, the mergers do not qualify for the Intended Tax Treatment, U.S. holders of Renovacor stock could be subject to U.S. federal income tax upon the receipt of Rocket common stock in the mergers.

See “Material U.S. Federal Income Tax Consequences of the Mergers” for a more complete description of material U.S. federal income tax consequences of the mergers. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the mergers that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Tax matters are very complicated and the tax consequences of the mergers to each U.S. holder of Renovacor common stock may depend on such stockholder’s particular facts and circumstances. Please consult your tax advisors as to the specific tax consequences to you of the mergers.

If you have questions about the Renovacor special meeting, the Rocket special meeting or the mergers, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact:

The registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, the documents that Rocket and Renovacor refer you to in the registration statement and oral statements made or to be made by Rocket and Renovacor include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995 (together, the “safe harbor provisions”). All statements other than statements of historical fact contained in this joint proxy statement/prospectus, including without limitation statements about the beliefs and expectations of Rocket and Renovacor management relating to the mergers and the combined company’s future results of operations and financial position, are forward-looking statements. Words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions. Investors are cautioned that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond the control of both companies, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Although these forward-looking statements are based on assumptions that Rocket and Renovacor management, as applicable, believe to be reasonable, they can give no assurance that these expectations will prove to be correct. Investors are cautioned not to place undue reliance on these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

For further discussion of these and other risks, contingencies and uncertainties applicable to Rocket and Renovacor, their respective businesses and the proposed mergers, see “Risk Factors” in this joint proxy statement/prospectus and in similarly titled sections in Rocket’s other filings with the SEC that are incorporated by reference herein. See “Where You Can Find More Information.”

All subsequent written or oral forward-looking statements attributable to Rocket, Renovacor or any person acting on either of their behalf are expressly qualified in their entirety by these cautionary statements. Neither Rocket nor Renovacor is under any obligation to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, and each expressly disclaims any obligation to do so, except as may be required by law.

Shares of Rocket common stock are listed on the Nasdaq Global Market under the symbol “RCKT” and shares of Renovacor common stock are listed on the NYSE under the symbol “RCOR.”

The following table presents the closing prices of Rocket common stock and Renovacor common stock on (i) September 19, 2022, the last trading day before the public announcement of the mergers, and (ii) October 25, 2022, the latest practicable trading day before the date of this joint proxy statement/information statement/ prospectus. The table also shows the estimated implied value of the per share merger consideration for Renovacor common stock for each of the two days, which per share value is calculated as the product of (i) the applicable Rocket per share value and (ii) the initial exchange ratio, which is subject to adjustment as described in “The Merger Agreement—Merger Consideration and Adjustment.”

The above table shows only a historical comparison. This comparison may not provide meaningful information to Renovacor stockholders in connection with making decisions with respect to the mergers. In addition, because the exchange ratio is subject to adjustment pursuant to Renovacor’s net cash at closing, the number of shares which Renovacor stockholders would receive from Rocket, pursuant to the exchange ratio, might be different than the number of shares Renovacor stockholders would receive if the mergers were completed on the date of this joint proxy statement/prospectus. Renovacor Stockholders are urged to obtain current market information for shares of Rocket common stock and Renovacor common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated herein by reference in making any decisions with respect to the mergers. See “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Historical performance is not necessarily indicative of any performance to be expected in the future. See also “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

As of October 25, 2022, the latest practicable date prior to the date of this joint proxy statement/prospectus, there were 37 holders of record of Renovacor common stock and 3 holders of record of Renovacor warrants.

As of October 25, 2022, the latest practicable date prior to the date of this joint proxy statement/prospectus, there were 16 holders of record of Rocket common stock and 2 holders of record of Rocket warrants.

To date, neither Rocket nor Renovacor has declared or paid any dividends on the Rocket common stock or Renovacor common stock, respectively. Any future determination to pay cash dividends on the Rocket common stock will be at the discretion of the Rocket board and will be dependent upon Rocket’s financial condition, results of operations, capital requirements, general business conditions and such other factors as the Rocket board may deem relevant.

On October 3, 2022, Rocket entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and SVB Securities LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), pursuant to which Rocket agreed to issue and sell up to 7,820,000 shares of common stock (the “Offering Shares”), which includes 1,020,000 shares (the “Optional Shares”) that may be sold pursuant to a 30-day option to purchase additional shares granted to the Underwriters (the “Offering”). The Offering Shares were offered and sold in the Offering at the public offering price of $14.75 per share and were purchased by the Underwriters at a price of $13.865 per

share. The Offering was made pursuant to Rocket’s effective registration statement on Form S-3 (Registration No. 333-253756), which was previously filed with the Securities and Exchange Commission under the Securities Act. The Offering closed on October 6, 2022 and Rocket issued and sold 7,820,000 Offering Shares, including 1,020,000 Optional Shares.

The net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by Rocket is $108.1 million. Rocket intends to use the net proceeds from the offering primarily to fund the further development of its pipeline of gene therapies for rare diseases, including the advancement of RP-L201 into a Phase 2 clinical trial and the continued clinical development of RP-L102, to accelerate the development of in-house manufacturing capabilities and for general corporate purposes.

In considering how to vote on the proposals to be considered and voted on at the Renovacor special meeting, you are urged to carefully consider all of the information contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.” You should also read and consider the risks associated with each of the businesses of Rocket and Renovacor because those risks will affect the combined company. The risks associated with the business of Rocket can be found in Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference to this joint proxy statement/prospectus and the risks associated with the business of Renovacor can be found below. In addition, you are urged to carefully consider the following material risks relating to the mergers and the businesses of Rocket, Renovacor and the combined company.

Upon completion of the first merger, each share of Renovacor common stock outstanding immediately prior to the first effective time, other than shares held in treasury by Renovacor or held directly by Rocket or any Merger Sub, will be converted into the right to receive a number of shares of Rocket common stock initially equal to the initial exchange ratio (subject to the adjustments to the initial exchange ratio as described in more detail in the section entitled “The Merger Agreement—Merger Consideration and Adjustment” based on net cash (as defined under “The Merger Agreement—Merger Consideration and Adjustment”) of Renovacor as of the closing) and, in lieu of any fractional shares of Rocket common stock, cash, without interest and less any applicable withholding taxes.

This exchange ratio will not be adjusted for changes in the market price of either Rocket or Renovacor common stock prior to the completion of the first merger and it will be adjusted based on the net cash levels of Renovacor at closing. The market prices of Rocket common stock and Renovacor common stock have fluctuated prior to and after the date of the announcement of the merger agreement and may continue to fluctuate from the date of this joint proxy statement/prospectus to the date of each of the Renovacor special meeting and the Rocket special meeting, and through the date the first merger is consummated.

Because the value of the merger consideration will depend on the market price of Rocket common stock at the time the first merger is completed and Renovacor’s net cash levels immediately prior to closing, Renovacor stockholders will not know or be able to determine at the time of the Renovacor special meeting the market value of the merger consideration they would receive upon completion of the mergers.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Rocket’s or Renovacor’s respective businesses, operations and prospects, the uncertainty as to the extent of the duration, scope and impact of the COVID-19 pandemic, market assessments of the likelihood that the mergers will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Rocket and Renovacor common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Rocket and Renovacor operate, and the timing of the mergers and receipt of required regulatory approvals and consents.

Many of these factors are beyond the control of Rocket and Renovacor, and neither Rocket nor Renovacor is permitted to terminate the merger agreement solely due to a decline in the market price of the common stock of the other party. Renovacor stockholders are urged to obtain current market quotations for Rocket and Renovacor common stock in determining whether to vote in favor of the Renovacor merger proposal.

The actual exchange ratio will depend on net cash (as defined under “The Merger Agreement—Merger Consideration and Adjustment”) of Renovacor as of the close of business on the closing date of the mergers. The net cash of Renovacor may be materially different than the estimates used when determining the initial exchange ratio and may result in a materially different exchange ratio. Based upon the initial exchange ratio, following the

mergers, former Renovacor stockholders are expected to own approximately 4.1% of the outstanding shares of Rocket common stock, subject to certain assumptions (including as to the amount of net cash of Renovacor as of the close of business on the closing date of the mergers), which could be materially different.

For illustrative purposes only, the examples presented below calculate the exchange ratio under various net cash scenarios for Renovacor. These examples have assumed: (i) the first effective time occurs on or prior to December 31, 2022; (ii) Renovacor has 19,425,378 shares of common stock outstanding on a fully-diluted basis immediately prior to the first effective time (excluding shares underlying Renovacor stock options, the Renovacor pre-funded warrant, Renovacor private warrants and Renovacor public warrants) and (iii) Rocket has 75,683,723 shares of common stock outstanding immediately prior to the first effective time.

For each $1.0 million decrease in Renovacor’s net cash below the net cash target as of the close of business on the closing date, the exchange ratio will decrease by approximately 0.0029 shares of Rocket common stock per one share of Renovacor common stock. For each $1.0 million increase in Renovacor’s net cash above the net cash target as of the close of business on the closing date, the exchange ratio will increase by approximately 0.0029 shares of Rocket common stock per one share of Renovacor common stock, up to a maximum exchange ratio of 0.1763.

Upon completion of the mergers, Renovacor stockholders will become holders of Rocket common stock. The market price of the common stock of the combined company may continue to fluctuate, potentially significantly, following completion of the mergers, including for the reasons described above. As a result, former Renovacor stockholders could lose some or all of the value of their investment in Rocket common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Rocket common stock received in the mergers, regardless of the combined company’s actual operating performance.

The mergers are subject to a number of conditions that must be satisfied or waived (to the extent permitted) prior to the completion of the mergers, including the approval by Renovacor stockholders of the Renovacor merger proposal. These conditions are described under “The Merger Agreement—Conditions to the Completion of the Mergers.” These conditions to the completion of the mergers, some of which are beyond the control of Rocket and Renovacor, may not be satisfied or waived in a timely manner or at all, and, accordingly, the mergers may be delayed or not completed.

Additionally, either Rocket or Renovacor may terminate the merger agreement under certain circumstances, including, among other reasons, if the mergers are not completed by the end date. In addition, if the merger agreement is terminated under specified circumstances, Renovacor or Rocket may be required to pay the other party the termination fee and if either Renovacor or Rocket terminates the merger agreement in connection with Rocket’s failure to obtain approval of the Rocket share issuance proposal, then Rocket will be obligated to reimburse Renovacor’s transaction costs in connection with the merger agreement and the mergers, up to $750,000. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement— Termination Fee” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by Renovacor or Rocket, as applicable.

If the mergers are not completed for any reason, including because Renovacor stockholders fail to approve the Renovacor merger proposal or the Rocket stockholders fail to approve the Rocket share issuance proposal, the ongoing businesses of Rocket and Renovacor may be adversely affected and, without realizing any of the expected benefits of having completed the mergers, Rocket and Renovacor would be subject to a number of risks, including the following:

Upon consummation of the mergers, Rocket stockholders and Renovacor stockholders will both hold shares of common stock in the combined company. Rocket’s businesses differ from those of Renovacor, and Renovacor’s businesses differ from those of Rocket, and, accordingly, the results of operations of the combined company may be affected by some factors that are different from those currently or historically affecting the independent results of operations of Rocket and Renovacor. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Rocket or Renovacor. For a discussion of the businesses of each of Rocket and Renovacor and some important factors to consider in connection with those businesses, see “The Parties to the Mergers” and the other information contained or incorporated in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Based on the anticipated treatment of equity-based awards and the number of shares of Renovacor common stock outstanding as of October 25, 2022, the latest practicable date prior to the date of this joint proxy statement/prospectus, it is expected that Rocket may issue up to approximately 3,256,350 shares of Rocket common stock in the mergers. Former Renovacor stockholders may decide not to hold the shares of Rocket common stock that they will receive in the mergers, and Rocket stockholders may decide to reduce their investment in Rocket as a result of the changes to Rocket’s investment profile as a result of the mergers. Other Renovacor stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Rocket common stock that they receive in the mergers. Such sales of Rocket common stock could have the effect of depressing the market price for Rocket common stock.

Upon completion of the mergers, Renovacor stockholders will no longer be stockholders of Renovacor, but will instead become stockholders of Rocket. As Rocket and Renovacor are both Delaware corporations, the rights of Rocket and Renovacor stockholders are not materially different. However, there are certain differences

between the rights of Rocket stockholders under Rocket’s amended and restated certificate of incorporation (the “Rocket charter”) and Rocket’s amended and restated bylaws (the “Rocket bylaws”) and the rights of Renovacor stockholders under Renovacor’s amended and restated certificate of incorporation (the “Renovacor charter”), and Renovacor’s amended and restated bylaws (the “Renovacor bylaws.”) See “Comparison of Stockholders’ Rights” for a discussion of these rights.

From and after the date of the merger agreement and prior to completion of the first merger, the merger agreement restricts Rocket and Renovacor from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent Rocket or Renovacor, as applicable, from taking actions during the pendency of the first merger that might otherwise be beneficial. Adverse effects arising from these restrictions during the pendency of the first merger could be exacerbated by any delays in consummation of the mergers or termination of the merger agreement. See “The Merger Agreement—Conduct of Business Prior to the Completion of the Merger.”

The mergers are subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the approval by Renovacor stockholders of the Renovacor merger proposal, the approval by Rocket stockholders of the Rocket share issuance proposal, the effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, registering the Rocket common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of the waiting period (and any extension thereof) applicable to the consummation of the mergers under the HSR Act (if applicable), the absence of governmental restraints or prohibitions preventing the consummation of the mergers, and the approval by Nasdaq Global Market of the listing of the Rocket common stock issued pursuant to the first merger. The obligation of each of Rocket and Renovacor to consummate the mergers is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given that the other required stockholder, governmental and regulatory consents and approvals will be obtained or that the other required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the mergers could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Rocket and Renovacor expect to achieve if the mergers are successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the mergers, see “The Merger Agreement—Conditions to the Completion of the Mergers.”

The success of the mergers will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by Rocket and Renovacor. It is possible that these employees may decide not to remain with Rocket or Renovacor, as applicable, while the mergers are pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Rocket and Renovacor to hiring suitable replacements, all of which may cause the combined company’s business to suffer In addition, Rocket and Renovacor may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms or at all. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees

into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of Rocket and Renovacor to the same extent that those companies have been able to attract or retain their own employees in the past.

The mergers will happen only if the stated conditions are met, including the approval by Renovacor stockholders of the Renovacor merger proposal and the receipt of required regulatory approvals, and consents among other conditions. Many of the conditions are beyond the control of Rocket and Renovacor, and both parties also have certain rights to terminate the merger agreement.

Accordingly, there may be uncertainty regarding the completion of the mergers. This uncertainty may cause strategic partners or others that deal with Rocket or Renovacor to delay or defer entering into contracts with Rocket or Renovacor or making other decisions concerning Rocket or Renovacor or seek to change or cancel existing business relationships with Rocket or Renovacor, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of Rocket and Renovacor, regardless of whether the mergers are ultimately completed.

In addition, the merger agreement restricts Renovacor and its subsidiary from taking certain actions during the pendency of the mergers without the consent of Rocket. These restrictions may prevent Renovacor from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the mergers. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” for a description of the restrictive covenants to which each of Rocket and Renovacor is subject.

Whether or not the mergers are completed, the announcement and pendency of the mergers could cause disruptions in the businesses of Rocket and Renovacor, including by diverting the attention of Rocket and Renovacor management toward the completion of the mergers. In addition, Rocket and Renovacor have each diverted significant management resources in an effort to complete the mergers and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the mergers are not completed, Rocket and Renovacor will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

In considering the recommendations of the Rocket board and the Renovacor board, as applicable, to vote in favor of the proposals described in this joint proxy statement/prospectus, stockholders should be aware that Rocket and Renovacor directors and executive officers may have interests in the mergers, including financial interests, which may be different from, or in addition to, the interests of Rocket and Renovacor stockholders, as applicable, generally.

Rocket and Renovacor stockholders should be aware of these interests when they consider the recommendation of the Rocket board and Renovacor board that they vote to approve the Rocket share issuance and Renovacor merger proposal, respectively. The Renovacor board was aware of and considered these interests, among other matters, in reaching its determination that the mergers are advisable, fair to and in the best interests of Renovacor and its stockholders, approving and declaring advisable the merger agreement and the transactions contemplated thereby, including the mergers, and recommending that Renovacor stockholders approve the Renovacor merger proposal. The interests of Renovacor directors and executive officers are described in more detail under “Interests of Renovacor Directors and Executive Officers in the Mergers.” The Rocket board was aware of and considered these interests, among other matters, in reaching its determination that the mergers are fair to and in the best interests of Rocket and its stockholders, approving and declaring advisable the merger

agreement and the transactions contemplated thereby, including the mergers, and recommending that Rocket stockholders approve the Rocket share issuance proposal. The interests of Rocket directors and executive officers are described in more detail under “Interests of Rocket Directors and Executive Officers in the Mergers.”

To the extent permitted by law, Rocket or Renovacor may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the mergers. Rocket or Renovacor, as applicable, expects to evaluate the materiality of any waiver and its effect on its respective stockholders in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination as to whether to waive any condition to the consummation of the mergers, and as to whether to re-solicit stockholder approvals and/or amend this joint proxy statement/prospectus as a result of such waiver, will be made by Rocket or Renovacor, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement contains “no shop” provisions that restrict the ability of Renovacor to, among other things (each as described under “The Merger Agreement—No Solicitation of Acquisition Proposals”):

Furthermore, there are only limited exceptions to the requirement under the merger agreement that the Renovacor board not withhold, withdraw, or publicly propose to withhold or withdraw the Renovacor board’ recommendation to Renovacor stockholders in favor of the Renovacor merger proposal (the “Renovacor board recommendation”). Although the Renovacor board is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the Renovacor board determines in good faith that a failure to do so would be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle Rocket to terminate the merger agreement and collect a termination fee from Renovacor. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee.”

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger of Renovacor, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Rocket and Renovacor have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the mergers. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by Rocket or Renovacor regardless of whether the mergers are completed.

The combined company will also incur restructuring and integration costs in connection with the mergers. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the mergers and the integration of Renovacor’s business with Rocket’s business. Although Rocket expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Rocket even if the mergers are not completed. While Rocket has assumed that certain expenses would be incurred in connection with the mergers and the other transactions contemplated by the merger agreement, there are many factors beyond Rocket’s control that could affect the total amount or the timing of the integration and implementation expenses.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because Renovacor common stock is listed on the NYSE, a national securities exchange, and because Renovacor stockholders are not required by the terms of the merger agreement to accept for their shares of Renovacor common stock anything other than shares of Rocket common stock and cash in lieu of fractional shares, holders of Renovacor common stock are not entitled to appraisal rights in connection with the mergers. See “No Appraisal Rights.”

Transactions like the proposed mergers are frequently subject to litigation or other legal proceedings, including actions alleging that the Rocket board or Renovacor board breached their respective fiduciary duties to their stockholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their stockholders or otherwise. Neither Rocket nor Renovacor can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against Rocket or Renovacor, or against the Rocket board or Renovacor board, they will defend against it but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Rocket, Renovacor or the combined company, including through the possible diversion of either company’s, or the combined company’s, resources or distraction of key personnel.

Furthermore, one of the conditions to the completion of the mergers are that no injunction by any court or other governmental entity of competent jurisdiction will be in effect that prevents, enjoins or makes illegal the consummation of the mergers. As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the mergers, that injunction may prevent the mergers from becoming effective or from becoming effective within the expected time frame.

In connection with the mergers, Renovacor prepared and considered internal financial forecasts for Renovacor. These financial projections are based on several assumptions, including regarding future operating cash flows, expenditures and income of Renovacor. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, clinical trial, industry and other uncertainties and may not

be achieved in full, within projected timeframes or at all. The failure of Renovacor to achieve projected results could have a material adverse effect on the price of the shares of Rocket common stock and the combined company’s financial position after the closing, following the consummation of the mergers. See “The Mergers— Summary of Certain Renovacor Unaudited Prospective Financial Information.”

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes (the “Intended Tax Treatment”). Assuming the mergers so qualify, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences of the Mergers”) of Renovacor common stock (including the Sponsor earnout shares and SPAC merger earnout shares) generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Renovacor common stock for Rocket common stock in the mergers, except with respect to cash received by such U.S. holder in lieu of fractional shares of Rocket common stock.

However, it is not a condition to Renovacor’s obligation or Rocket’s obligation to consummate the transactions contemplated by the merger agreement that the mergers qualify for the Intended Tax Treatment or that Renovacor or Rocket receive an opinion from counsel to that effect. Furthermore, neither Renovacor nor Rocket intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers. Accordingly, no assurance can be given that the mergers will qualify for the Intended Tax Treatment or that the IRS will not challenge the conclusion that the mergers will qualify for the Intended Tax Treatment or that a court would not sustain such a challenge. If, contrary to expectations, the mergers do not qualify for the Intended Tax Treatment, U.S. holders of Renovacor stock could be subject to U.S. federal income tax upon the receipt of Rocket common stock in the mergers.

See “Material U.S. Federal Income Tax Consequences of the mergers” for a more complete description of material U.S. federal income tax consequences of the mergers. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the mergers that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Tax matters are very complicated and the tax consequences of the mergers to each U.S. holder of Renovacor common stock may depend on such stockholder’s particular facts and circumstances. Please consult your tax advisors as to the specific tax consequences to you of the mergers.

The exercise price for Renovacor public warrants and Renovacor private warrants is $11.50 per share. There can be no assurance that the Renovacor public warrants or Renovacor private warrants will be in the money prior to their expiration and, as such, they may expire worthless.

Renovacor (and Rocket, following the mergers) has the ability to redeem outstanding Renovacor public warrants and outstanding Renovacor private warrants, excluding any Renovacor private warrants held by the Sponsor or its permitted transferees) (such Renovacor private warrants, “Renovacor redeemable private warrants”) at any time after they become exercisable and prior to their expiration, at $0.01 per share underlying the applicable warrant; however, the last reported sales price of Renovacor’s common stock equals or exceeds $16.00 per share (as adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation and as adjusted after giving effect to the exchanged warrants based on the exchange ratio) on each of 10 trading days within the 30 trading-day period ending on the third business day prior to the date on which Renovacor or Rocket (following the mergers), sends proper notice of such redemption, so long as during the entire 30-day trading period referred to above until the time Renovacor

or Rocket (following the mergers) redeems any such warrants, Renovacor or Rocket (following the mergers) has an effective registration statement under the Securities Act covering the shares of common stock underlying such warrants. Redemption of the outstanding Renovacor public warrants or Renovacor redeemable private warrants (or any exchanged warrant received therefor in the mergers) could force a warrantholder: (i) to exercise its Renovacor public warrants or Renovacor redeemable private warrants (or any exchanged warrant received therefor in the mergers) and pay the exercise price therefore at a time when it may be disadvantageous for it to do so, (ii) to sell its Renovacor public warrants or Renovacor redeemable private warrants (or any exchanged warrant received therefor in the mergers) at the then-current market price when it might otherwise wish to hold its Renovacor public warrants or Renovacor redeemable private warrants (or any exchanged warrant received therefor in the mergers) or (iii) to accept the nominal redemption price which, at the time the outstanding Renovacor public warrants or Renovacor redeemable private warrants (or any exchanged warrant received therefor in the mergers) are called for redemption, will be substantially less than the market value of its Renovacor public warrants or Renovacor redeemable private warrants (or any exchanged warrant received therefor in the mergers).

COVID-19 and the various precautionary measures attempting to limit its spread taken by many governmental authorities worldwide has had a severe effect on global markets and the global economy. The extent to which the COVID-19 pandemic continues to impact Renovacor’s and Rocket’s respective business operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 variants and the nature and extent of governmental actions taken to contain it or treat its impact, among others. COVID-19 and official actions in response to it have made it more challenging for Renovacor, Rocket and relevant third parties to adequately staff their respective businesses and operations, and may cause delay in the companies’ ability to obtain the relevant approvals for the consummation of the mergers.

The success of the mergers will depend on, among other things, the ability of Rocket and Renovacor to combine their businesses in a manner that facilitates growth opportunities. Rocket and Renovacor have entered into the merger agreement because each believes that the mergers and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of their respective stockholders and that combining the businesses of Rocket and Renovacor will produce benefits. See “The Mergers—Recommendation of the Renovacor Board and its Reasons for the Transaction” and “The Mergers—Recommendation of the Rocket Board and its Reasons for the Transaction.”

However, Rocket and Renovacor must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth without adversely affecting operating results. If the combined company is not able to achieve these objectives successfully, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and any potential cost savings, if achieved, may be lower than what Rocket and Renovacor expect and may take longer to achieve than anticipated. If Rocket and Renovacor are not able to adequately address integration challenges, they may be unable to integrate their operations successfully or realize the anticipated benefits of the integration of the two companies.

The combined company may never become profitable, even if the combined company is able to complete clinical development for one or more product candidates and eventually commercialize such product candidates. The combined company will need to successfully complete significant research, development, testing and regulatory compliance activities that, together with projected general and administrative expenses, is expected to result in substantial increased operating losses for at least the next several years. Even if the combined company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis and may not continue as a going concern.

Rocket and Renovacor have operated and, until the completion of the mergers, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Rocket or Renovacor employees, the loss of potential strategic partners or collaborators, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of Rocket and Renovacor in order to realize the anticipated benefits of the mergers so the combined company performs as expected:

In addition, at times the attention of certain members of Rocket’s and Renovacor’s management and each company’s respective resources may be focused on completion of the mergers and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

Rocket and Renovacor have contracts with licensors, landlords and other business partners that require Rocket or Renovacor, as applicable, to obtain consent from these other parties in connection with the mergers, or which may otherwise contain limitations applicable to such contracts following the mergers. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Rocket or Renovacor currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the mergers. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the mergers. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the mergers or by a termination of the merger agreement.

Based on the initial exchange ratio and the anticipated treatment of equity-based awards and the number of shares of Rocket and Renovacor common stock outstanding on October 25, 2022, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the mergers, former Renovacor stockholders are expected to own approximately 4.1% of the outstanding shares of Rocket common stock. Consequently, former Renovacor stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Renovacor.

The combined company may be exposed to increased litigation from stockholders, suppliers, distributors, consumers and other third parties due to the combination of Rocket’s and Renovacor’s businesses following the mergers. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

Rocket and Renovacor have not historically paid cash dividends on their common stock. Whether any dividends are declared or paid to stockholders of the combined company, and the amounts of any such dividends that are declared or paid, are uncertain and depend on a number of factors. The Rocket board will have the discretion to determine the dividend policy of the combined company, including the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by any of the following factors:

The coronavirus pandemic continues to rapidly evolve, including as a result of new variants of COVID-19, such as the delta and omicron variants. Although many countries, including the United States, have experienced declining cases and increased vaccination rates, rises in new cases have caused certain countries, states and local

geographic regions to re-initiate restrictions. The extent to which the outbreak may affect the combined company’s preclinical studies, clinical trials, business, financial condition, and results of operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the ultimate geographic spread of the disease, the duration of the outbreak, vaccination rates and efficacy, the development of new variants of COVID-19 and their resistance to current vaccine regimens, travel restrictions, and actions to contain the outbreak or treat its impact, such as social distancing and quarantines or lock-downs in the United States and other countries, business closures, or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. Future developments in these and other areas present material uncertainty and risk with respect to Renovacor’s clinical trials, business, financial condition, and results of operations.

Additional financing may not be available to the combined company when it is needed or may not be available on favorable terms. To the extent that the combined company raises additional capital by issuing equity securities, such financing will cause additional dilution to all securityholders of the combined company, including Rocket’s pre-merger securityholders and Renovacor’s former securityholders. It is also possible that the terms of any new equity securities may have preferences over the combined company’s common stock. Any issuance of equity securities that causes a change in control, may require the consent of a third party, which such consent may be granted or withheld in its sole discretion. In the case of any debt financing and any lien created to secure such debt financing, and in connection with any third-party consent being required, such consent may be granted or withheld in its sole discretion. Additionally, any debt financing the combined company enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.

The trading market for the combined company’s common stock will be influenced by the research and reports that equity research analysts publish about it and its business. Equity research analysts may elect not to provide research coverage of the combined company’s common stock after the completion of the mergers, and such lack of research coverage may adversely affect the market price of its common stock. In the event it does have equity research analyst coverage, the combined company will not have any control over the analysts or the content and opinions included in their reports. The price of the combined company’s common stock could decline if one or more equity research analysts downgrade its stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of the combined company or fails to publish reports on it regularly, demand for its common stock could decrease, which in turn could cause its stock price or trading volume to decline.

The combined company’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. In the past several years, global credit and financial markets have experienced volatility, instability and disruptions, including as a result of the ongoing COVID-19 pandemic. From time to time, this volatility, instability and disruption has caused, and may cause in the future, severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. For example, since early 2020, the COVID-19 pandemic has caused disruption in the financial markets both globally and in the United States. While certain negative effects of the ongoing COVID-19 pandemic have lessened as vaccines are distributed and administered and prevention and treatment methods improve, there have been and may continue to be resurgences of cases, including as a result of the emergence of variants that may be more contagious or more resistant to the vaccine and treatment options available, placing renewed and prolonged strain on both health care facilities and or the combined company. Given the inter-connectivity of the global economy, pandemic disease and health events have the potential to continue to negatively impact economic activities in many countries,

including the United States. The ongoing spread of the coronavirus, including variants thereof and resurgences in geographies experiencing some relief, could have a negative material impact on the combined company’s business, prospects, financial condition and results of operation.

In addition, any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions could result in a variety of risks to the combined company’s business and its ability to raise additional capital when needed on acceptable terms, if at all. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. A weak or declining economy could also strain the combined company’s suppliers, possibly resulting in supply disruption. Any of the foregoing could harm the combined company’s business and the combined company cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact its business.

Geopolitical developments, such as the Russian invasion of Ukraine or deterioration in the bilateral relationship between the United States and China, may impact government spending, international trade and market stability, and cause weaker macro-economic conditions. The impact of these developments, including any resulting sanctions, export controls or other restrictive actions that may be imposed against governmental or other entities in, for example, Russia, have in the past contributed and may in the future contribute to disruption, instability and volatility in the global markets, which in turn could adversely impact the combined company’s operations and weaken its financial results. Certain political developments may also lead to uncertainty to regulations and rules that may materially affect the combined company’s business.

You should read and consider risk factors specific to Rocket’s businesses that will also affect the combined company after the completion of the Mergers. These risks are described in Part I, Item 1A of Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

Renovacor is a preclinical-stage gene therapy company with a limited operating history. Renovacor’s operations to date have been limited to organizing and staffing the company, in-licensing key intellectual property, business planning, raising capital, conducting discovery and research activities, filing and prosecuting patent applications, identifying potential product candidates and preparing to initiate and conduct clinical trials, undertaking preclinical studies, and establishing processes and arrangements with third parties for the manufacture of initial quantities of its lead product candidate and component materials necessary for its planned Phase I/II clinical trial. Renovacor’s lead product candidate is still in the preclinical development phase and other planned product candidates are in the discovery and research phase. Due to the mergers, Renovacor has suspended guidance for when it expects to submit an Investigational New Drug application (“IND”) for REN-001, its lead product candidate, or any other product candidate. Renovacor has not yet demonstrated its ability to successfully commence or complete a clinical trial, submit an IND, or submit a biologics license application (“BLA”), for a product candidate, obtain regulatory approval for any product candidate, manufacture a product at a commercial-scale or arrange for a third party to do so on its behalf, or conduct sales, marketing and distribution activities necessary for successful product commercialization. Consequently, any assumptions you make about Renovacor’s future success or viability of its operations may not be as informed as they could be if it had a longer operating history.

Renovacor has incurred significant operating losses since its inception. If Renovacor’s product candidates are not successfully developed and approved, it may never generate any revenue. Renovacor’s net losses were $14.1 million and $3.2 million for the years ended December 31, 2021 and 2020, respectively, and net income

for the six-months ended June 30, 2022 was $2.6 million. Renovacor had an accumulated deficit of $16.4 million as of June 30, 2022. Substantially all of Renovacor’s losses have resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. All of Renovacor’s product candidates will require the expenditure of substantial additional development time and resources before it would be able to apply for or receive regulatory approvals and begin realizing product sales. Renovacor expects to continue to incur losses for the foreseeable future, and it anticipates these losses will significantly increase as it continues development of, seeks regulatory approval for and potentially commercializes any of its product candidates and seeks to identify, assess, acquire, in-license or develop additional product candidates. Renovacor’s prior losses, combined with expected future losses, have had and will continue to have a negative effect on its stockholders’ deficit and working capital.

Renovacor expects that it will be several years, if ever, before it has a commercialized product. Renovacor anticipates its operational expenses will increase substantially if, and as, it:

Renovacor has no product candidates in clinical development or approved for commercial sale and has not generated any revenue. To become and remain profitable, Renovacor must develop and eventually commercialize product candidates with significant market potential, which will require being successful in a range of challenging activities. These activities can include successfully completing preclinical studies and initiating and successfully completing clinical trials of Renovacor’s product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing and selling those products that are approved and satisfying any post-marketing requirements. Renovacor may never succeed in any or all of these activities and, even if it does, it may never generate sufficient revenues to achieve profitability. Because of the numerous risks and uncertainties associated with biologics product development, Renovacor is unable to accurately predict the timing or amount of increased expenses or when, or if, it will be able to achieve profitability.

Even if Renovacor does achieve profitability, it may not be able to sustain or increase profitability. Renovacor’s failure to become and remain profitable would decrease its value and could impair its ability to raise capital, maintain its research and development efforts, expand its business or continue its operations.

Developing biopharmaceutical products, including conducting preclinical studies and clinical trials, is a very time-consuming, expensive and uncertain process that takes years to complete. Renovacor’s operations have

consumed substantial amounts of cash since inception, and it expects its expenses to increase significantly in connection with its ongoing activities, particularly as it conducts additional preclinical studies and clinical trials of, and seek regulatory and marketing approval for, its product candidates. Even if one or more of Renovacor’s product candidates is approved for commercial sale, it anticipates incurring significant costs associated with commercializing any approved product candidate. Renovacor has financed its operations primarily through private placements of its securities and the Chardan Business Combination (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Renovacor—The Chardan Business Combination”). Renovacor intends to use the additional capital made available to it to, among other uses, fund research and development of its product candidates and development programs, including the preclinical and clinical development of its lead product candidate, REN-001, with an initial focus on patients with BAG3 DCM, as well as additional indications that may benefit from BAG3-based gene therapy, as well as fund collaborative research and development with the University of Utah. Renovacor’s research and development expenses increased from $2.4 million for the year ended December 31, 2020, to $11.8 million for the year ended December 31, 2021 and increased from $4.5 million for the six months ending June 30, 2021 to $12.2 million for the six months ending June 30, 2022. As of June 30, 2022, Renovacor had $62.0 million of cash and cash equivalents. Based on Renovacor’s current business plans, it believes this will be sufficient it to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2023.

Attempting to secure additional financing will divert Renovacor’s management team from day-to-day activities, which may impair or delay its ability to develop its product candidates. In addition, demands on Renovacor’s cash resources may change as a result of many factors currently unknown to it including, but not limited to, any unforeseen costs it may incur as a result of preclinical study or clinical trial delays due to the COVID-19 pandemic or other causes, and it may need to seek additional funds sooner than planned. If Renovacor is unable to obtain funding on a timely basis or at all, it may be required to significantly curtail or stop one or more of its research or development programs.

Until and unless Renovacor can generate substantial product revenue, it expects to finance its cash needs through a combination of equity offerings and debt financings, and potentially through additional license and development agreements or strategic partnerships or collaborations with third parties. Financing may not be available in sufficient amounts or on reasonable terms. In addition, market volatility resulting from the COVID-19 pandemic or other factors could adversely impact Renovacor’s ability to access capital as and when needed. Renovacor has no commitments for any additional financing, and will likely be required to raise such financing through the sale of additional securities. If Renovacor sells equity or equity-linked securities, Renovacor’s current stockholders may be diluted, and the terms may include liquidation or other preferences that are senior to or otherwise adversely affect the rights of its stockholders. Moreover, if Renovacor issues debt, it may need to dedicate a substantial portion of its operating cash flow to paying principal and interest on such debt, and it may need to comply with operating restrictions, such as limitations on incurring additional debt, which could impair its ability to acquire, sell or license intellectual property rights, which, in turn, could impede its ability to conduct its business. Furthermore, the issuance of additional securities, whether equity or debt, by Renovacor, or the possibility of such issuance, may cause the market price of its common stock to decline.

If Renovacor raises additional funds through licensing or collaboration arrangements with third parties, it may have to relinquish valuable rights to its product candidates or grant licenses on terms that are not favorable. In addition, Renovacor may seek additional capital due to favorable market conditions or strategic considerations, even if it believes it has sufficient funds for its current or future operating plans.

As of December 31, 2021, Renovacor had approximately $18.5 million of federal net operating loss carryforwards (“NOLs”), and approximately $20.1 million of state apportioned net operating loss carryforwards. To the extent that Renovacor continues to generate taxable losses, unused losses will carryforward to offset future taxable income, if any, until such unused losses expire. Under Section 382 of the Code, if a corporation undergoes an ownership change (generally defined as a greater than 50 percentage points change (by value) in its equity ownership over a rolling three-year period), the corporation’s ability to use its pre-change net operating

losses and other pre-change tax attributes to offset its post-change income may be limited. Currently, however, Renovacor has a full valuation allowance against the NOL, so no tax benefit is currently booked in the financials with respect to the NOLs.

The coronavirus pandemic continues to rapidly evolve, including as a result of new variants of COVID-19, such as the delta and omicron variants. Although many countries, including the United States, have experienced declining cases and increased vaccination rates, rises in new cases have caused certain countries, states and local geographic regions to re-initiate restrictions. The extent to which the outbreak may affect Renovacor’s preclinical studies, clinical trials, business, financial condition, and results of operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the ultimate geographic spread of the disease, the duration of the outbreak, vaccination rates and efficacy, the development of new variants of COVID-19 and their resistance to current vaccine regimens, travel restrictions, and actions to contain the outbreak or treat its impact, such as social distancing and quarantines or lock-downs in the United States and other countries, business closures, or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. Additionally, Renovacor is unable to predict if a different pandemic could have similar or different impacts on its business, financial condition, or share price. Future developments in these and other areas present material uncertainty and risk with respect to Renovacor’s clinical trials, business, financial condition, and results of operations.

As a result of the coronavirus pandemic, or similar pandemics, Renovacor may experience disruptions that could severely impact its business, manufacturing, preclinical development activities and preclinical studies, including, but not limited to:

Renovacor has not yet commenced clinical trial activities for any of its product candidates. If Renovacor commences clinical trials for one or more of its product candidates, potential disruptions of those clinical activities as a result of the coronavirus pandemic or similar pandemics, include, but are not limited to:

Global financial markets have experienced, as a result of the coronavirus pandemic and other factors, and have in the past experienced, extreme volatility and disruptions, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.

Renovacor’s general business strategy may be adversely affected by such economic conditions or the presence of a volatile business environment or unpredictable and unstable market conditions, such as the economic turmoil resulting from the spread of the ongoing COVID-19 pandemic, inflation pressures, and the current conflict between Russia and Ukraine. Further, the impacts of political unrest, including as a result geopolitical tension, such as a deterioration in the relationship between the U.S. and China or escalation in conflict between Russia and Ukraine, including any additional sanctions, export controls or other restrictive actions that may be imposed by the U.S. and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in the global markets, which may have an adverse impact on Renovacor’s business or ability to access the capital markets. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on Renovacor’s growth strategy, financial performance and stock price and could require it to delay or abandon the development of preclinical studies and clinical trial plans. In addition, there is a risk that one or more of Renovacor’s current service providers, manufacturers and other partners may not survive these difficult economic times, which could directly affect its ability to attain its operating goals on schedule and on budget.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, including very recently in connection with the ongoing coronavirus pandemic, which has resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies, including, in particular, for biotechnology companies. Broad market and industry factors, including

potentially worsening economic conditions and other adverse effects or developments relating to the ongoing coronavirus pandemic, political, regulatory and other market conditions, may negatively affect the market price of shares of Renovacor’s common stock, regardless of its actual operating performance.

Renovacor is very early in its research and development efforts and all of its product candidates are still at the preclinical stage of development. Due to the mergers, Renovacor have suspended guidance for when it expects to submit an IND with respect to its lead product candidate REN-001. Additionally, Renovacor has earlier stage programs that are in the discovery research phase and may never advance to clinical-stage development. Renovacor’s ability to generate product revenue, which it does not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of its product candidates, which may never occur. Renovacor currently generates no revenue from sales of any product and it may never be able to develop or commercialize a marketable product.

Each of Renovacor’s programs and product candidates will require additional preclinical and clinical development, regulatory approval in multiple jurisdictions, obtaining manufacturing supply, capacity and expertise, building a commercial organization or successfully outsourcing commercialization, substantial investment and significant marketing efforts before Renovacor generate any revenue from product sales. Renovacor’s product candidates must be authorized for marketing by the FDA, or certain other foreign regulatory agencies before it may commercialize its product candidates. The clinical and commercial success of Renovacor’s product candidates will depend on several factors, including the following:

If Renovacor does not succeed in one or more of these factors in a timely manner or at all, it could experience significant delays or an inability to successfully commercialize its product candidates, which would materially harm its business. If Renovacor is unable to advance its product candidates to clinical development, obtain regulatory approval and ultimately commercialize its product candidates, or experience significant delays in doing so, its business will be materially harmed.

Renovacor cannot guarantee that, based on its IND application for REN-001 or its other product candidates, the FDA, or any other comparable foreign regulatory authorities, will allow clinical trials to commence, or that REN-001 or its other product candidates will be approved for commercialization, on a timely basis or at all. Renovacor has not initiated and, therefore, has not previously completed any clinical trials or submitted an IND or a BLA to the FDA, or similar regulatory approval filings to comparable foreign authorities, for any product candidate, and Renovacor cannot be certain that REN-001 or its other product candidates will be successful in clinical trials or receive regulatory approval. The FDA and other comparable global regulatory authorities can delay, limit or deny approval of a product candidate for many reasons. Any delay in obtaining, or inability to obtain, applicable regulatory approval will delay or harm Renovacor’s ability to successfully initiate clinical trials and commercialize REN-001 or its other product candidates and materially adversely affect its business, financial condition, results of operations and growth prospects.

Furthermore, because REN-001 is Renovacor’s lead product candidate and its other product candidates could be based on similar technology, if clinical trials of REN-001 encounter safety, efficacy or manufacturing problems, development delays, regulatory issues or other problems, Renovacor’s development plans for REN-001 and its other product candidates in its pipeline based on similar technology would be significantly impaired, which could materially adversely affect its business, financial condition, results of operations and growth prospects.

Renovacor’s success depends on its ability to utilize the exclusive rights to its BAG3-based platform to identify potential product candidates, to obtain regulatory approval for product candidates derived from the platform, and then to commercialize its product candidates addressing one or more indications. Though gene therapy product candidates have been evaluated by others in clinical trials using similar AAV vectors, Renovacor’s product candidates have never been evaluated in human clinical trials, and may experience unexpected or adverse results in the future. Renovacor is exposed to a number of unforeseen risks and it is difficult to predict the types of challenges and risks that it may encounter during development of its product candidates. All of Renovacor’s product candidates developed from its BAG3-based platform will require significant non-clinical studies, clinical development, review and approval by the FDA or other regulatory authorities in one or more jurisdictions, substantial investment, access to sufficient commercial manufacturing capacity and significant marketing efforts before they can be successfully commercialized. If REN-001 or any of its other product candidates encounter safety or efficacy problems, developmental delays or regulatory issues or other problems, such problems could impact the development plans for Renovacor’s other product candidates because all of its product candidates are currently based on the same core BAG3-based technology.

Additionally, a key element of Renovacor’s strategy is to use and expand its BAG3-based platform to build a pipeline of product candidates and progress those product candidates through clinical development for the treatment of a variety of different types of indications in heart failure and central nervous system diseases. Although Renovacor’s research and development efforts to date have been focused on identifying a pipeline of product candidates, it may not be able to develop product candidates that are safe and effective. Even if Renovacor is successful in building its pipeline, the potential product candidates that it identifies may not be suitable for clinical development, including as a result of being shown to have harmful side effects or other characteristics that indicate that they are unlikely to be approvable or marketable products that will receive marketing approval/authorization and achieve market acceptance. If Renovacor does not successfully develop, get approval for and begin to commercialize any product candidates, it will face difficulty in obtaining product revenue in future periods, which would result in significant harm to its financial position and adversely affect its share price.

Renovacor has concentrated its research and development efforts on developing AAV/BAG3-based gene therapies to target BAG3 mutations for the treatment of DCM. Renovacor is also aware of several companies developing gene therapies targeting heart failure, however, to its knowledge, only AavantiBio has a program under development for BAG3 DCM. The processes and requirements imposed by the FDA or other applicable regulatory authorities may cause delays and additional costs in obtaining approvals for REN-001 and Renovacor’s other product candidates. Because Renovacor’s AAV/BAG3-based gene therapy products are novel, and gene-based therapies are relatively new, regulatory agencies may lack experience in evaluating its product candidates utilizing AAV/BAG3-based gene therapies to target BAG3 mutations for patients suffering from BAG3 DCM. This novelty may lengthen the regulatory review process, including the time it takes for the FDA to review Renovacor’s IND applications, if and when submitted, increase its development costs and delay or prevent commercialization of its AAV/BAG3-based gene therapy products. Additionally, advancing novel gene therapies creates significant challenges for Renovacor, including:

Renovacor must be able to overcome these challenges in order for it to develop, commercialize and manufacture its product candidates utilizing AAV/BAG3 gene therapies for its targeted indications.

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the “ACA”) includes a subtitle called the Biologics Price Competition and Innovation Act of 2009 (the “BPCIA”), which created an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference biological product. Under the BPCIA, an application for a highly similar or “biosimilar” product may not be submitted to the FDA until 12 years following the date that the reference product was first approved by the FDA. In addition, the approval of a biosimilar product may not be made effective by the FDA until 12 years from the date on which the reference product was first approved. During this 12-year period of exclusivity, another company may still market a competing version of the reference product if the FDA approves a full BLA for the competing product containing the sponsor’s own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity, and potency of their product. The law is complex and is still being interpreted and implemented by the FDA. As a result, its ultimate impact, implementation, and meaning are subject to uncertainty. In addition, complexities associated with the larger, and often more complex, structures of biological products, such as the gene products Renovacor is developing, as well as the processes by which such products are manufactured, pose significant hurdles to implementation of the abbreviated approval pathway that are still being worked out by the FDA.

Renovacor believes that any of its product candidates approved as a biological product under a BLA should qualify for the 12-year period of exclusivity. However, there is a risk that this exclusivity could be shortened due to congressional action or otherwise, or that the FDA will not consider Renovacor’s product candidates to be reference products for competing products, potentially creating the opportunity for competition sooner than anticipated. Other aspects of the BPCIA, some of which may impact the BPCIA exclusivity provisions, have also

been the subject of recent litigation. Moreover, the extent to which a biosimilar product, once approved, will be substituted for any one of Renovacor’s reference products in a way that is similar to traditional generic substitution for non-biological products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still developing.

Jurisdictions in addition to the United States have established abbreviated pathways for regulatory approval of biological products that are biosimilar to earlier approved reference products. For example, the European Union has had an established regulatory pathway for biosimilars since 2004. However, biosimilars can only be authorized once the period of data exclusivity on the reference biological medicine has expired.

The increased likelihood of biosimilar competition has increased the risk of loss of innovators’ market exclusivity. Due to this risk, and uncertainties regarding patent protection, if Renovacor’s clinical candidates are approved for marketing, it is not possible to predict the length of market exclusivity for any particular product with certainty based solely on the expiration of the relevant patent(s) or the current forms of regulatory exclusivity. It is also not possible to predict changes in United States regulatory law that might reduce biological product regulatory exclusivity. The loss of market exclusivity for a product would likely materially and negatively affect revenues and Renovacor may not generate adequate or sufficient revenues from them or be able to reach or sustain profitability.

REN-001 and all of Renovacor’s other product candidates are in the preclinical stage of development and their risk of failure is high. It is impossible to predict when or if REN-001 or any of Renovacor’s other product candidates will receive regulatory approval. To obtain the requisite regulatory approvals to commercialize any product candidate, Renovacor must demonstrate through extensive preclinical studies and lengthy, complex and expensive clinical trials that its product candidates are safe and effective in humans. Clinical testing can take many years to complete, and the outcome is inherently uncertain. Failure can occur at any time during the clinical trial process.

The results of preclinical studies and early clinical trials or early cohorts of clinical trials of product candidates may not be predictive of the results of later-stage clinical trials or later cohorts of clinical trials. Renovacor anticipates beginning its initial clinical trials with relatively small cohorts before expanding in size in subsequent cohorts. The initial cohorts of early-stage clinical trials often involve enrollment of a small number of patients and may not be as predictive as trials with larger cohorts. Additionally, if safety issues arise in an early cohort, Renovacor may be delayed or prevented from subsequently expanding into larger trial cohorts. Renovacor may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful, and a clinical trial can fail at any stage of testing. Differences in trial design between early-stage clinical trials and later-stage clinical trials make it difficult to extrapolate the results of earlier clinical trials to later clinical trials.

Moreover, clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in clinical trials have nonetheless failed to obtain marketing approval of their products. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or to unfavorable safety profiles, notwithstanding promising results in earlier trials. There is typically a high rate of failure of product candidates proceeding through clinical trials. Most product candidates that commence clinical trials are never approved as products and there can be no assurance that any of Renovacor’s future clinical trials will ultimately be successful or support clinical development of Renovacor’s current or any of its future product candidates.

Renovacor may experience delays in initiating or completing clinical trials. Renovacor also may experience numerous unforeseen events during, or as a result of, any future clinical trials that it could conduct that could delay or prevent its ability to receive marketing approval or commercialize its lead product candidate or any future product candidates, including:

Patient enrollment, a significant factor in the timing of clinical trials, is affected by many factors including the size and nature of the patient population, the number and location of clinical sites Renovacor enroll, the proximity of patients to clinical sites, the eligibility and exclusion criteria for the trial, the design of the clinical trial, the inability to obtain and maintain patient consents, the risk that enrolled participants will drop out before completion, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs or therapeutic biologics that may be approved for the indications being investigated by it. Furthermore, Renovacor expects to rely on its collaborators, CROs and clinical trial sites to ensure the proper and timely conduct of its future clinical trials, including the patient enrollment process, and Renovacor has limited influence over their performance. Additionally, Renovacor could encounter delays if treating physicians encounter unresolved ethical issues associated with enrolling patients in future clinical trials of its product candidates in lieu of prescribing existing treatments that have established safety and efficacy profiles.

Renovacor could also encounter delays if a clinical trial is suspended or terminated by us, the IRBs of the institutions in which such trials are being conducted, or the FDA or other regulatory authorities, or if a clinical trial is recommended for suspension or termination by the Data Safety Monitoring Board for such trial. A suspension or termination may be imposed due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or clinical protocols, inspection of the clinical trial operations or

trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product or treatment, failure to establish or achieve clinically meaningful trial endpoints, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Clinical studies may also be delayed or terminated as a result of ambiguous or negative interim results. Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of Renovacor’s product candidates. Further, the FDA or other regulatory authorities may disagree with Renovacor’s clinical trial design and its interpretation of data from clinical trials, or may change the requirements for approval even after they have reviewed and commented on the design for its clinical trials.

Renovacor’s product development costs will increase if it experiences delays in clinical testing or marketing approvals. Renovacor does not know whether any of its clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant clinical trial delays also could shorten any periods during which Renovacor may have the exclusive right to commercialize its product candidates and may allow its competitors to bring products to market before it does, potentially impairing its ability to successfully commercialize its product candidates and harming its business and results of operations. Any delays in Renovacor’s clinical development programs may harm its business, financial condition and results of operations significantly.

Preclinical studies involve a lengthy and expensive process with an uncertain outcome. Some outcomes may demonstrate the need to conduct studies in different animal models or using different protocols. These outcomes may lead Renovacor to incur additional costs or experience delays in completing, or render it unable to complete, the development and commercialization of its current product candidates or any future product candidates.

Renovacor conducted a pilot study in infarcted pigs to assess the transduction efficiency and functional effect of REN-001. Renovacor later concluded that an infarcted pig model is untenable for further efficacy studies due to the variability of the infarcted phenotype and the development of neutralizing antibodies to AAV in the study animals during the study.

There is no guarantee that ongoing or future toxicology and biodistribution studies in healthy pigs and the efficacy studies in haploinsufficient mice will be successful, or that the FDA will not require further testing in these or other animal models. There is also no guarantee that the FDA will not reverse its interpretation of the results from past studies, such as those mentioned above.

The design and implementation of clinical trials is a complex process. While the employees who will implement Renovacor’s clinical trials may have experience in the field, Renovacor, as an organization, has limited experience designing and no experience implementing clinical trials, and it may not successfully or cost-effectively design and implement clinical trials that achieve its desired clinical endpoints efficiently, or at all. A clinical trial that is not well designed may delay or even prevent initiation of the trial, can lead to increased difficulty in enrolling patients, may make it more difficult to obtain regulatory approval for the product candidate on the basis of the study results, or, even if a product candidate is approved, could make it more difficult to commercialize the product successfully or obtain reimbursement from third-party payors. Additionally, a trial that is not well-designed could be inefficient or more expensive than it otherwise would have been, or Renovacor may incorrectly estimate the costs to implement the clinical trial, which could lead to a shortfall in funding. Renovacor also is required to register certain clinical trials and post the results of certain completed clinical trials on a government-sponsored database, www.clinicaltrials.gov, within specified timeframes. Failure to do so can result in enforcement actions and adverse publicity.

From time to time, Renovacor may publicly disclose interim, topline, or preliminary data from its preclinical studies and clinical trials, which is based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial. Renovacor also makes assumptions, estimations, calculations, and conclusions as part of its analyses of interim, topline or preliminary data, and therefore it may not have received or had the opportunity to fully and carefully evaluate all data. Further, modifications or improvements to Renovacor’s manufacturing processes for a therapy may result in changes to the characteristics or behavior of the product candidates that could cause Renovacor’s product candidates to perform differently and affect the results of its ongoing clinical trials. As a result, the topline results that Renovacor reports may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated. Topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data Renovacor previously published. As a result, topline data should be viewed with caution until the final data are available.

Preliminary or interim data from clinical trials are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Adverse differences between preliminary or interim data and final data could significantly harm Renovacor’s business prospects. Additionally, disclosure of preliminary or interim data by Renovacor or by its competitors could result in volatility in the price of its common stock.

Further, others, including regulatory agencies, may not accept or agree with Renovacor’s assumptions, estimates, calculations, conclusions, or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate, and its company in general. If the interim, topline, or preliminary data that Renovacor reports differs from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, its ability to obtain approval for, and commercialize, any of its potential product candidates may be harmed, which could harm its business, operating results, prospects, or financial condition.

Although Renovacor plans to submit an IND in connection with REN-001, Renovacor cannot be sure that submission of an IND will result in the FDA allowing testing and clinical trials to begin, or that, once begun, issues will not arise that suspend or terminate such clinical trials. The manufacturing of Renovacor’s product candidates remains an emerging and evolving field. Accordingly, Renovacor expects chemistry, manufacturing and control related topics, including product specifications, will be a focus of IND reviews, which may delay the clearance of INDs. Additionally, even if the FDA agrees with the design and implementation of the clinical trials set forth in an IND or clinical trial application, Renovacor cannot guarantee that the FDA will not change their requirements in the future.

Patients Renovacor intends to treat with its product candidates may also receive angiotensin converting enzyme (“ACE”) inhibitors, angiotensin receptor blockers, neprilysin inhibitors, SGLT2 inhibitors, beta-adrenergic receptor antagonists, aldosterone antagonists and/or diuretics or other medical and surgical interventions in the course of treatment of their disease, and they may therefore experience side effects or adverse events, including death, that are unrelated to its product candidates. While these side effects or adverse events may be unrelated to Renovacor’s product candidates, they may still affect the timeline and ultimate success of its clinical studies. The inclusion of patients that could become critically ill during Renovacor’s clinical studies may result in deaths or other adverse medical events due to underlying disease or to other

therapies or medications that these patients may receive. Any of these events could prevent Renovacor from advancing its product candidates through clinical development and from obtaining regulatory approval, which would impair its ability to commercialize its product candidates. Any inability to advance Renovacor’s existing product candidates or any other product candidate through clinical development would have a material adverse effect on its business.

Identifying and qualifying patients to participate in clinical trials of REN-001 is critical to Renovacor’s success. The timing of Renovacor’s clinical trials depends in part on the speed at which it can recruit patients to participate in testing REN-001, and it may experience delays in its clinical trials if it encounters difficulties in enrollment. The eligibility criteria of Renovacor’s clinical trials may limit the pool of available study participants as it will require patients to have specific characteristics that it can measure to assure their disease is either severe enough or not too advanced to include them in a clinical trial. The process of finding and diagnosing patients may prove costly. Renovacor also may not be able to identify, recruit, and enroll a sufficient number of appropriate patients to complete its clinical trials because of demographic criteria for prospective patients, the perceived risks and benefits of the product candidate under study, the proximity and availability of clinical trial sites for prospective patients, and the patient referral practices of physicians. The availability and efficacy of competing therapies and clinical trials can also adversely impact enrollment. If patients are unwilling to participate in Renovacor’s trials for any reason, the timeline for recruiting patients, conducting trials, and obtaining regulatory approval of potential products may be delayed, the commercial prospects of REN-001 or its other product candidates will be harmed, and Renovacor’s ability to generate product revenue from any of these product candidates could be delayed or prevented. Furthermore, Renovacor’s inability to enroll a sufficient number of patients for its clinical trials could result in significant delays or may require Renovacor to abandon one or more clinical trials altogether. Enrollment delays in Renovacor’s clinical trials may result in increased development costs and jeopardize its ability to achieve its clinical development timeline and goals, including the dates by which it will commence, complete and receive results from clinical trials. Enrollment delays in Renovacor’s clinical trials may also jeopardize its ability to commence sales of and generate revenues from REN-001 or its other product candidates. Any of these occurrences may harm Renovacor’s business, financial condition, and prospects significantly.

While Renovacor believes its therapeutic BAG3 gene construct is non-immunogenic and does not expect the BAG3 gene or protein to elicit a significant immune response, gene therapy is still a relatively new approach to disease treatment and adverse side effects could develop. There also is the potential risk of delayed adverse events following exposure to gene therapy products due to persistent biologic activity of the genetic material or other components of products used to carry the genetic material including adverse side effects related to the AAV vector.

Renovacor is collecting data about REN-001 and its other product candidates in preclinical studies and will continue to do so in clinical trials, if and when they begin. To date, Renovacor has only evaluated its product candidate in preclinical animal models, and Renovacor, therefore, does not know the side effect profile of its product candidates in humans. Accordingly, Renovacor may experience unexpected side effects and/or higher levels of known side effects in clinical trials, including adverse events known in gene therapies. These include the potential for, among others, infusion reaction, vector/transgene-specific toxicities and disease-/host-specific idiosyncrasy and in rare cases certain cancers.

Any adverse events or undesirable side effects caused by, or other unexpected properties of, REN-001 or Renovacor’s other product candidates could cause us, any future collaborators, an IRB or ethics committee or regulatory authorities to interrupt, delay or halt clinical trials of Renovacor’s product candidate and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other regulatory authorities. It is possible that as Renovacor progresses REN-001 or its other product candidates through preclinical and clinical development, or as the use of REN-001 or Renovacor’s other product candidates become more widespread if Renovacor receives regulatory approval, illnesses, injuries, discomforts and other adverse

events that were not observed in preclinical studies or clinical trials, as well as conditions that did not occur or went undetected, will be reported by patients. If such side effects become known later in development or after approval, such findings may harm Renovacor’s business, financial condition, and prospects significantly. Further, if a serious safety issue is identified in connection with the use of REN-001 or Renovacor’s other product candidates commercially or in third-party clinical trials elsewhere, such issues may adversely affect the development potential of REN-001 or its other product candidates or result in regulatory authorities restricting its ability to develop or commercialize REN-001 or its other product candidates.

Further, if REN-001 or any of Renovacor’s other product candidates were to receive regulatory approval and Renovacor or others identify undesirable side effects caused by the product (or any other product) after the approval, a number of potentially significant negative consequences could result, including:

Any of these events could prevent Renovacor from achieving or maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing its product candidates and significantly impact its ability to successfully commercialize Renovacor’s product candidates and generate revenues, all of which would materially adversely affect Renovacor’s business, financial condition, and results of operations.

Renovacor’s lead product candidate, REN-001, is an AAV9 vector-based gene therapy designed to deliver a human BAG3 gene to express a fully functional human BAG3 protein in transduced cells for the treatment of BAG DCM. To date, there are no FDA-approved therapeutic interventions designed to address specific genetic mutations that result in heart failure. Public perception may be influenced by claims, such as claims that gene-based therapies are unsafe, unethical, or immoral. Accordingly, Renovacor’s approach may not gain the acceptance of the public or the medical community. Negative public reaction to gene-based therapy in general could result in greater government regulation and stricter labeling requirements of gene-based therapeutic products, including any of Renovacor’s product candidates, and could cause a decrease in the demand for any products it may develop. Adverse public attitudes may adversely impact Renovacor’s ability to enroll clinical trials. More restrictive government regulations or negative public opinion could have an adverse effect on Renovacor’s business or financial condition and may delay or impair the development and commercialization of Renovacor’s product candidates or demand for any products it may develop.

From time to time, Renovacor estimates the timing of the accomplishment of various scientific, clinical, regulatory, manufacturing and other product development goals, which it sometimes refers to as milestones. These milestones may include the commencement or completion of preclinical studies and clinical trials and the submission of regulatory filings, including IND submissions. From time to time, Renovacor may publicly announce the expected timing of some of these milestones. The achievement of all of these milestones is, and

will be, based on a variety of assumptions. The actual timing for achieving these milestones can vary significantly compared to Renovacor’s estimates, in some cases for reasons beyond its control. Renovacor may experience numerous unforeseen events during, or as a result of, any future clinical trials that it conducts that could delay or prevent its ability to receive marketing approval or commercialize its product candidates.

Renovacor relied on third-party CROs, study sites, and others to conduct, supervise, and monitor its preclinical studies for its product candidates and it expects to rely on third parties to similarly conduct, supervise, and monitor any future clinical trials for its product candidates. Renovacor expects to continue to rely on third parties, such as CROs, clinical data management organizations, medical institutions, and clinical investigators, to conduct its preclinical studies, and intends to rely on third parties in connection with the commencement of future clinical trials of its product candidates. Although Renovacor has and will continue to have agreements with these third parties governing their activities, it has limited influence over their actual performance and will control only certain aspects of their activities. The failure of these third parties to successfully carry out their contractual duties or meet expected deadlines, including as a result of the impact of the coronavirus pandemic, could substantially harm Renovacor’s business because it may be delayed in completing or unable to complete the studies required to support future approval of REN-001 and its other product candidates, or Renovacor may not obtain marketing approval for, or commercialize, REN-001 and its other product candidates in a timely manner or at all. Moreover, these agreements might terminate for a variety of reasons, including a failure to perform by the third parties. If Renovacor needs to enter into alternative arrangements its product development activities would be delayed and its business, financial condition, results of operations and prospects may be materially harmed.

Renovacor’s reliance on these third parties for development activities reduces its control over these activities. Nevertheless, Renovacor is responsible for ensuring that each of its studies is conducted in accordance with the applicable protocol, legal, regulatory, and scientific standards and its reliance on third parties does not relieve it of its regulatory responsibilities. For example, Renovacor will remain responsible for ensuring that each of its preclinical studies and future clinical trials is conducted in accordance with the general investigational plan and protocols for such trial. Renovacor must also ensure that its preclinical and future clinical trials are conducted in accordance with cGLP regulations, as appropriate. Moreover, the FDA and comparable foreign regulatory authorities require Renovacor to comply with cGCPs for conducting, recording, and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity, and confidentiality of trial participants are protected. Regulatory authorities enforce these requirements through periodic inspections of trial sponsors, clinical investigators, and trial sites. If Renovacor or any of its third parties fail to comply with applicable cGCPs or other regulatory requirements, Renovacor or such third parties may be subject to enforcement or other legal actions, the data generated in Renovacor’s preclinical studies and future clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require it to perform additional studies.

Renovacor cannot assure that upon inspection by a given regulatory authority, such regulatory authority will determine that any of its clinical trials will comply with the applicable regulatory requirements. In addition, Renovacor’s clinical trials must be conducted with product candidates that were produced under cGMP regulations. Failure to comply with these regulations may require Renovacor to repeat clinical trials, which would delay the regulatory approval process.

If any of Renovacor’s relationships with these third parties terminate, Renovacor may not be able to enter into arrangements with alternative providers or to do so on commercially reasonable terms. Switching or adding additional third parties involves additional cost and requires management’s time and focus. In addition, there is a natural transition period when a new third party commences work. As a result, delays could occur, which could compromise Renovacor’s ability to meet its desired development timelines.

Because Renovacor has limited financial and managerial resources, it focuses on research programs, therapeutic platforms, and product candidates that it identifies for specific indications. As a result, Renovacor may forgo or delay pursuit of opportunities with other therapeutic platforms or product candidates or for other indications that later prove to have greater commercial potential. Renovacor’s resource allocation decisions may cause it to fail to capitalize on viable commercial products or profitable market opportunities. Renovacor’s spending on current and future research and development programs, therapeutic platforms, and product candidates for specific indications may not yield any commercially viable products. If Renovacor does not accurately evaluate the commercial potential or target market for a particular product candidate, it may relinquish valuable rights to that product candidate through collaboration, licensing, or other royalty arrangements in cases in which it would have been more advantageous for it to retain sole development and commercialization rights.

Regulatory requirements governing biologic drug products, including gene therapy products, are still evolving and it is difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for REN-001 or Renovacor’s other product candidates. Changes in regulatory requirements, FDA guidance or guidance from other regulatory agencies or unanticipated events during Renovacor’s preclinical studies or clinical trials may force it to terminate or adjust its development program.

In addition, the clinical trial requirements of the FDA and foreign regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty and intended use and market of such product candidates. The regulatory approval process for novel product candidates such as Renovacor’s can be more expensive and take longer than for other, better known or more extensively studied product candidates. The FDA, or the applicable regulatory authorities, may impose additional preclinical or clinical trial requirements. Amendments to clinical trial protocols would require resubmission to the FDA, or the applicable regulatory authorities as well as IRBs and ethics committees for review and approval, which may adversely impact the cost, timing or successful completion of a clinical trial. If Renovacor experiences delays completing, or if it terminates, any of its clinical trials, or if it is required to conduct additional preclinical or clinical trials, the commercial prospects for REN-001 or its other product candidates may be harmed and its ability to generate product revenue will be delayed, and it would materially adversely affect its business, financial condition, and results of operations.

In order to market any product outside of the United States, Renovacor must comply with numerous and varying regulatory requirements of other countries regarding biologic development and commercialization. The approval process varies from country to country and can involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries might differ from and be longer than that required to obtain FDA approval. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may negatively impact the regulatory process in others.

Renovacor’s business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payors, and customers expose it to broadly applicable foreign, federal and state fraud and abuse and other healthcare and privacy laws and regulations. These laws may constrain the business or financial arrangements and relationships through which Renovacor conducts its operations, including how it researches, markets, sells and distributes any products for which it obtains marketing approval. Such laws include:

Ensuring that Renovacor’s internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations involve substantial costs. It is possible that governmental authorities will conclude that Renovacor’s business practices, including any consulting and advisory board arrangements with physicians and other healthcare providers, do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If Renovacor’s operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply, it may be subject to significant penalties, including civil, criminal and administrative penalties, damages, fines, exclusion from U.S. government funded healthcare programs, such as Medicare and Medicaid, or similar programs in other countries or jurisdictions, disgorgement, individual imprisonment, contractual damages, reputational harm, additional reporting requirements and oversight if Renovacor becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, diminished profits and the curtailment or restructuring of its operations. Further, defending against any such actions can be costly, time-consuming and may require significant financial and personnel resources. Therefore, even if Renovacor is successful in defending against any such actions that may be brought against it, Renovacor’s business may be impaired. If any of the physicians or other providers or entities with whom Renovacor expects to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusion from government funded healthcare programs and imprisonment. If any of the above occur, it could adversely affect Renovacor’s ability to operate its business and its results of operations.

The commercial potential for Renovacor’s approved products, if any, could be affected by changes in healthcare spending and policy in the United States and abroad. Renovacor operates in a highly regulated industry. New laws, regulations or judicial decisions or new interpretations of existing laws, regulations or decisions, related to healthcare availability, the method of delivery or payment for healthcare products and services could adversely affect Renovacor’s business, operations and financial condition. The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that may affect Renovacor’s ability to profitably sell its product and product candidates, if approved. The United States government, state legislatures and foreign governments also have shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare costs, including price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs and biologics.

The ACA was intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add transparency requirements for the healthcare and health insurance industries, impose new taxes and fees on the health industry and impose additional health policy reforms. There have been significant ongoing administrative, executive and legislative efforts to modify or eliminate the ACA. For example, the Tax Act enacted on December 22, 2017, repealed the shared responsibility payment for individuals who fail to maintain minimum essential coverage under Section 5000A of the Code, commonly referred to as the individual mandate. The Trump administration issued executive orders which sought to reduce burdens associated with the ACA and modified how it was implemented. Other legislative changes have been proposed and adopted since passage of the ACA. The ACA has also been subject to challenges in the courts. On December 14, 2018, a Texas U.S. District Court Judge ruled that the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. On December 18, 2019, the Fifth Circuit U.S. Court of Appeals held that the individual mandate is unconstitutional and remanded the case to the Texas

District Court to reconsider its earlier invalidation of the entire ACA. An appeal was taken to the U.S. Supreme Court and on June 17, 2021, the Supreme Court upheld the ACA and dismissed the case.

Through executive order and the American Rescue Plan Act of 2021, he Biden administration has taken steps to strengthen and build on the ACA, including by expanding the number of people who are eligible for coverage and subsidies under it. Further changes to and under the ACA remain possible. It is unknown what form any such changes or any law proposed to replace the ACA would take, and how or whether it may affect Renovacor’s business in the future. Renovacor expects that changes to the ACA, the Medicare and Medicaid programs, changes allowing the federal government to directly negotiate drug and biologic prices and changes stemming from other healthcare reform measures, especially with regard to healthcare access, financing or other legislation in individual states, could have a material adverse effect on the healthcare industry.

The Budget Control Act of 2011 has resulted in reductions in spending on certain government programs, including aggregate reductions to Medicare payments to healthcare providers of up to 2.0% per fiscal year. These reductions have been extended until 2030 unless additional Congressional action is taken.

Any reduction in reimbursement from Medicare, Medicaid, or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent Renovacor from being able to generate revenue, attain and maintain profitability of its product and product candidates, if approved.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 which includes a number of provisions impacting the pharmaceutical industry. Beginning in 2023, drug manufacturers will be required to pay rebates to Medicare if they increase prices faster than inflation for certain drugs used by Medicare beneficiaries. Renovacor cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If Renovacor or its collaborators are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if Renovacor or its collaborators are not able to maintain regulatory compliance, REN-001 or any future product candidates may lose any marketing approval that may have been obtained and Renovacor may not achieve or sustain profitability, which would materially adversely affect its business, financial condition and results of operations.

The manufacture and supply of REN-001 and Renovacor’s other product candidates based on the BAG3 gene and protein involve novel processes that are more complex than those required for most drugs and biologics and, accordingly, present significant challenges and are subject to multiple risks.

Renovacor’s product candidates require processing steps that are more complex than those required for most small molecule drugs. These are complex biological processes which include transfection of the gene of interest into a viral vector, production of viral vector in a host cell line, purification and characterization of the vector gene product. Moreover, unlike small molecules, the physical and chemical properties of a biologic such as Renovacor’s generally cannot be fully characterized. Accordingly, Renovacor will employ multiple analytical methods to control the manufacturing process to assure that the process works consistently and the product candidate is made strictly and consistently in compliance with current regulatory expectations. Problems with the manufacturing process, even minor deviations from the normal process, could result in product defects or manufacturing failures that result in lot failures, low lot yields, product recalls, product liability claims or insufficient inventory. As a result, Renovacor may encounter problems achieving adequate quantities and quality of clinical-grade materials that meet the FDA or other applicable standards or specifications with consistent and acceptable production yields and costs. Accordingly, Renovacor expects chemistry, manufacturing and control of related topics, including product release specifications, will be a focus of IND reviews, which may delay the clearance of INDs.

In addition, the FDA and other regulatory authorities may require Renovacor to submit samples of any lot of any approved product together with the protocols showing the results of applicable tests at any time. Under some

circumstances, the FDA or other regulatory authorities may require that Renovacor not distribute a lot until the agency authorizes its release. Slight deviations in the manufacturing process, including those affecting quality attributes and stability, may result in unacceptable changes in the product that could result in lot failures, low lot yields or product recalls. Lot failures, low lot yields or product recalls could cause Renovacor to delay product launches or clinical trials, which could be costly to and otherwise harm its business, financial condition, results of operations and prospects.

As a result of the complexities in manufacturing biologics and distributing gene therapies, the cost to manufacture and distribute biologics and gene therapies in general, and Renovacor’s gene product candidates in particular, is generally higher than traditional small molecule chemical compounds. In addition, Renovacor’s cost of goods development is at an early stage. The actual cost to manufacture and process Renovacor’s product candidates could be greater than it expects and could materially and adversely affect the commercial viability of REN-001 and its other product candidates.

Renovacor currently does not operate manufacturing facilities and rely, and will continue to rely, on CDMOs for the manufacture of its product candidates and related raw materials for clinical and preclinical development and expect to rely on third parties for commercial manufacture if any of its product candidates receive marketing approval. Renovacor has partnered with CDMOs for the manufacture and supply of certain of its product candidates for future clinical development, but Renovacor may partner with other third-party manufacturers for supplies in future clinical development. Renovacor has not yet secured manufacturing capabilities for commercial quantities of its product candidates. The competition for gene therapy contract development, manufacturing and testing is intense and Renovacor may be unable to negotiate binding agreements with the manufacturers to support its potential commercialization activities at commercially reasonable terms. Further, even with contractual agreements in place for the production and supply of its product candidates and related raw materials for its future clinical development, there can be no assurance the CDMOs or the manufacturing facilities will meet Renovacor’s demands on schedule or at all.

The facilities that may in the future be used by us, third-party CDMOs or any other manufacturers with which Renovacor may collaborate must be approved by the FDA pursuant to inspections that will be conducted after it submits a BLA to the FDA. For manufacturing facilities in which Renovacor does not operate, it does not control the manufacturing process of, and are completely dependent on, CDMOs for compliance with cGMP requirements for manufacture of biologic products. If these CDMOs cannot successfully manufacture material that conforms to Renovacor’s specifications and the strict regulatory requirements of the FDA or others, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. In addition, Renovacor has no control over the ability of CDMOs to maintain adequate quality control and quality assurance. The CDMOs may also encounter problems hiring and retaining the experienced scientific, quality-control and manufacturing personnel needed to operate the required manufacturing processes, which could result in delays in production or difficulties in maintaining compliance with applicable regulatory requirements. If the FDA or a comparable foreign regulatory authority does not approve these facilities for the manufacture of Renovacor’s product candidates or if it withdraws any such approval in the future, Renovacor may need to find alternative manufacturing facilities, which would significantly impact its ability to develop, obtain regulatory approval for or market its product candidates, if approved. Renovacor’s failure, or the failure of its CDMOs, to comply with applicable regulations could result in sanctions being imposed on Renovacor, including clinical holds, fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, seizures or recalls of product candidates or products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of its product candidates.

Renovacor’s CDMO’s failure to execute on manufacturing requirements, to do so on commercially reasonable terms and comply with cGMP could adversely affect its business in a number of ways, including:

Any performance failure on the part of Renovacor or its existing or future CDMOs could delay clinical development or marketing approval, and any related remedial measures may be costly or time consuming to implement. If Renovacor’s current CDMOs cannot perform as agreed, it may be required to replace such manufacturers and it may be unable to replace them on a timely basis, with attractive terms or at all.

Renovacor’s current and anticipated future dependence upon CDMOs for the manufacture of its product candidates or products may adversely affect its future profit margins and its ability to commercialize any products that receive marketing approval on a timely and competitive basis.

As product candidates proceed through preclinical studies to late-stage clinical trials towards potential approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods and formulation, are altered along the way in an effort to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives. Any of these changes could cause Renovacor’s product candidates to perform differently and affect the results of planned preclinical studies or future clinical trials conducted with the materials manufactured using altered processes. Such changes may also require additional testing, FDA notification or FDA approval. This could delay completion of preclinical studies and clinical trials, require the conduct of bridging clinical trials or the repetition of one or more clinical trials, increase costs, delay approval of Renovacor’s product candidates and jeopardize its ability to commence sales and generate revenue.

Renovacor’s CDMOs and suppliers may use hazardous materials, including potent chemicals and biological agents and compounds that could be dangerous to human health and safety or the environment. The operations of Renovacor’s CDMOs and suppliers also produce hazardous waste products. Federal, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes. Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair Renovacor’s product development efforts. In addition, Renovacor cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. Renovacor does not carry specific biological or hazardous waste insurance coverage, and its property, casualty and general liability insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, Renovacor could be held liable for damages or be penalized with fines in an amount exceeding its resources, and its clinical trials or regulatory approvals could be suspended.

Given the nature of biologics manufacturing, there is a risk of contamination. Any contamination could materially adversely affect Renovacor’s or its third-party vendor’s ability to produce its gene therapies on schedule and could therefore harm its results of operations and cause reputational damage.

The raw materials required in Renovacor’s third-party vendor’s manufacturing processes are derived from biological sources. Renovacor cannot be assured that its third-party vendors have, or will be able to obtain on commercially reasonable terms, or at all, sufficient rights to these materials derived from biological sources. Such raw materials are difficult to procure, may be difficult to substitute and may also be subject to contamination or recall. Further, COVID-19 has impacted supply chains globally, and my make it difficult for Renovacor’s third-party vendors to procure necessary materials in the future. A material shortage, contamination, recall, or

restriction on the use of biologically derived substances in the manufacture of Renovacor’s product candidates could adversely impact or disrupt the clinical trials and commercial manufacturing of its product candidates, which could materially and adversely affect its operating results and development timelines.

Renovacor relies and will continue to rely on third-party suppliers for the supply and manufacture of certain components of its technology. Renovacor currently relies on a limited number of CDMOs as the suppliers of its preclinical and clinical materials for REN-001 and its other product candidates. Even if Renovacor was able to source REN-001 or its other product candidates from alternative suppliers or produce them by itself, such alternatives may cost more, result in lower yields or not be as suitable for its purposes. Should Renovacor’s ability to procure these material components from its suppliers be compromised, its ability to operate continuously would be impaired until an alternative supplier is sourced, qualified and tested, which could limit its ability to produce a clinical and commercial supply of its product candidates and harm its business.

If Renovacor is successful in obtaining marketing approval from applicable regulatory authorities for REN-001 or any of its other product candidates, its ability to generate revenues from such product candidates will depend on its success in:

To the extent Renovacor is not able to do any of the foregoing, its business, financial condition, results of operations and prospects will be materially harmed.

The biopharmaceutical and pharmaceutical industries are characterized by rapid innovation, intense and dynamic competition and a strong emphasis on proprietary and novel products and product candidates. While

Renovacor believes that its technology, scientific knowledge and foundational understanding in the field of BAG3 mutations provide it with competitive advantages, it faces potential competition from many different sources, including major pharmaceutical, specialty pharmaceutical and biopharmaceutical companies, academic institutions and governmental agencies and public and private research institutions, as well as standard-of-care treatments, new products undergoing development and combinations of existing and new therapies. Any product candidates that Renovacor successfully develops and commercializes will compete with existing therapies and new therapies, including combinations thereof, that may become available in the future. Renovacor competes with these organizations to recruit management, scientists and clinical development personnel, which could negatively affect its level of expertise and its ability to execute its business plan. Renovacor will also face competition in establishing clinical trial sites, enrolling subjects for clinical trials and in identifying and in-licensing new product candidates. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.

Renovacor is developing a pipeline of BAG3-based therapies for diseases of high unmet medical need associated with BAG3 biology. While Renovacor believes its proposed therapeutic intervention for BAG3 DCM derived from its AAV/BAG3 gene therapy product is significantly differentiated, a number of companies are currently focused on drug development and other therapies for the treatment of heart failure. Renovacor’s principal competitors in the field of cardiomyopathy include, but are not limited to, Bayer AG, BioMarin Pharmaceutical, BridgeBio, Bristol-Myers Squibb Company, Cytokinetics, DiNAQOR AG, Ionis Pharmaceuticals, Sardocor Corp., Skyline Therapeutics, Tenaya Therapeutics and Takeda Pharmaceutical Company Limited. Renovacor is also aware of several companies developing gene therapies targeting heart failure, however, to its knowledge, only AavantiBio has a program under development for BAG3 DCM. These companies may compete with Renovacor in recruiting human capital and securing licenses to complementary technologies that may be critical to the success of its business. They also compete with Renovacor for potential funding from the biotechnology and pharmaceutical industries. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Additionally, there may be other companies pursuing therapeutic candidates from which Renovacor faces current or future competition.

Many of Renovacor’s competitors have significantly greater financial, technical, manufacturing, marketing, sales and supply resources or experience than it does. If Renovacor successfully obtains approval for any product candidate, it will face competition based on many different factors, including the safety and effectiveness of its products, the ease with which its products can be administered and the extent to which patients accept relatively new routes of administration, the timing and scope of regulatory approvals for these products, the availability and cost of manufacturing, marketing and sales capabilities, price, reimbursement coverage and patent position. Competing products could present superior treatment alternatives, including by being more effective, safer, more convenient, less expensive or marketed and sold more effectively than any products Renovacor may develop. Renovacor’s competitors also may obtain FDA or other regulatory approval for their products more rapidly than Renovacor may obtain approval for its own, which could result in Renovacor’s competitors establishing a strong market position before it is able to enter the market. Competitive products may make any products Renovacor develops obsolete or noncompetitive before it recovers the expense of developing and commercializing its product candidates. If Renovacor is unable to compete effectively, its opportunity to generate revenue from the sale of the products it may develop, if approved, could be adversely affected.

Due to the novel nature of Renovacor’s product candidates, it faces significant uncertainty as to the pricing of any such products for which it may receive marketing approval. While Renovacor anticipates that pricing for any product candidates that it develops will be relatively high due to their anticipated use in the prevention or treatment of life-threatening diseases where therapeutic options are limited, the biopharmaceutical industry has recently experienced significant pricing pressures. In particular, drug pricing and other healthcare costs continue to be subject to intense political and societal pressures, which Renovacor anticipates will continue and escalate on a global basis. These pressures may result in harm to Renovacor’s business and reputation, cause its stock price to decline or experience periods of volatility and adversely affect results of operations and its ability to raise funds.

Renovacor’s ability to commercialize its lead product candidate, REN-001, or any of its other product candidates successfully will depend in part on the extent to which reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers, and other organizations. In the United States, the principal decisions about reimbursement for new therapies are typically made by Centers for Medicare and Medicaid Services, an agency within the U.S. Department of Health and Human Services (“CMS”). CMS decides whether and to what extent a new therapy will be covered and reimbursed under Medicare, and private payors tend to follow CMS determinations to a substantial degree. The availability and extent of reimbursement by governmental and private payors is essential for most patients to be able to afford expensive treatments, such as gene therapy. There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products by government and third-party payors. In particular, there is no body of established practices and precedents for reimbursement of gene therapy, and it is difficult to predict what the regulatory authority or private payor will decide with respect to reimbursement levels for novel products such as Renovacor’s. Renovacor’s products may not qualify for coverage or direct reimbursement, or may be subject to limited reimbursement. If reimbursement or insurance coverage is not available, or is available only to limited levels, Renovacor may not be able to successfully commercialize its product candidates. Even if coverage is provided, the approved reimbursement amount may not be sufficient to allow Renovacor to establish or maintain pricing to generate income.

In addition, reimbursement agencies in foreign jurisdictions may be more conservative than those in the United States. Accordingly, in markets outside the United States, the reimbursement for Renovacor’s products may be reduced compared with the United States and may be insufficient to generate commercially reasonable revenues and profits. Moreover, increasing efforts by governmental and third-party payors, in the United States and abroad, to cap or reduce healthcare costs may cause such organizations to limit both coverage and level of reimbursement for new products approved and, as a result, they may not cover or provide adequate payment for Renovacor’s product candidates. Failure to obtain or maintain adequate reimbursement for any products for which Renovacor receives marketing approval will adversely affect its ability to achieve commercial success, and could have a material adverse effect on its operating results, its ability to raise capital needed to commercialize products, and its overall financial condition.

Even if Renovacor receives marketing and regulatory approval for REN-001 or any of its other product candidates, regulatory authorities may still impose significant restrictions on the indicated uses or marketing or impose ongoing requirements for potentially costly post-approval studies. REN-001 and Renovacor’s other product candidates will also be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping and submission of safety and other post-market information. The FDA has significant post-market authority, including, for example, the authority to require labeling changes based on new safety information and to require post-market studies or clinical trials to evaluate serious safety risks related to the use of a biologic. Any regulatory approvals that Renovacor receives for REN-001 or its other product candidates may also be subject to a risk evaluation and mitigation strategy (“REMS”), limitations on the approved indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including post-approval clinical trials, and surveillance to monitor the quality, safety and efficacy of the product, all of which could lead to lower sales volume and revenue. For example, the holder of an approved BLA is obligated to monitor and report adverse events and any failure of a product to meet the specifications in the BLA. The holder of an approved BLA also must submit new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process. Advertising and promotional materials must comply with FDA rules and are subject to FDA review, in addition to other potentially applicable federal and state laws.

In addition, product manufacturers and their facilities are subject to payment of user fees and continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP

requirements and adherence to commitments made in the BLA or foreign marketing application. If we, or a regulatory authority, discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured or disagrees with the promotion, marketing or labeling of that product, a regulatory authority may impose restrictions relative to that product, the manufacturing facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing.

If Renovacor or its contractors fail to comply with applicable regulatory requirements following approval of REN-001 or its other product candidates, a regulatory authority may:

Any government investigation of alleged violations of law could require Renovacor to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit Renovacor’s ability to commercialize REN-001 or its other product candidates and adversely affect its business, financial condition, results of operations, and prospects.

The commercial success of Renovacor’s lead product candidate, REN-001, or its other product candidates, if developed and approved for marketing by the FDA or comparable foreign regulatory authority, will depend upon the awareness and acceptance of REN-001 or such other product candidate among the medical community, including physicians, patients, advocacy groups and healthcare payors. Market acceptance of Renovacor’s product candidates, if approved, will depend on a number of factors, including, among others:

If REN-001 or any of Renovacor’s other product candidates are approved but do not achieve an adequate level of acceptance by patients, advocacy groups, physicians and payors, Renovacor may not generate sufficient revenue to become or remain profitable and its business, financial condition, and results of operations could be materially adversely affected. Renovacor’s efforts to educate the medical community and third-party payors about the benefits of REN-001 and its other product candidates may require significant resources and may never be successful.

In order to market any product outside of the United States, Renovacor must establish and comply with the numerous and varying safety, efficacy and other regulatory requirements of other jurisdictions, including potential additional clinical trials and/or preclinical studies. Approval procedures vary among jurisdictions and can involve additional testing and additional administrative review periods. The time required to obtain approvals in other jurisdictions might differ from that required to obtain FDA approval. The marketing approval processes in other jurisdictions may implicate all of the risks detailed above regarding FDA approval in the United States as well as other risks. In particular, in many jurisdictions outside of the United States, products must receive pricing and reimbursement approval before the product can be commercialized. Obtaining this approval can result in substantial delays in bringing products to market in such jurisdictions. Marketing approval in one jurisdiction does not necessarily ensure marketing approval in another, but a failure or delay in obtaining marketing approval in one country may have a negative effect on the regulatory process or commercial activities in others. Failure to obtain marketing approval in other jurisdictions or any delay or other setback in obtaining such approval would impair Renovacor’s ability to market a product candidate in such foreign markets. Any such impairment would reduce the size of Renovacor’s potential market, which could have a material adverse impact on its business, financial condition, results of operations, and prospects.

Renovacor currently does not have a commercial infrastructure for the marketing, sale, and distribution of its lead product candidate, REN-001, or its other product candidates. If REN-001 or Renovacor’s other product candidates receive marketing approval, it intends to commercialize such product candidates in the United States and potentially in other geographies. In order to commercialize Renovacor’s products, it must build its marketing, sales, and distribution capabilities or make arrangements with third parties to perform these services. Renovacor may not be successful in doing so. Should Renovacor decide to move forward in developing its own marketing capabilities, Renovacor may incur expenses prior to product launch or even approval in order to recruit a sales force and develop a marketing and sales infrastructure. If a commercial launch is delayed as a result of the FDA’s or comparable foreign regulatory authority’s requirements or for other reasons, Renovacor would incur these expenses prior to being able to realize any revenue from sales of REN-001 and its other product candidates. Even if Renovacor is able to effectively hire a sales force and develop a marketing and sales infrastructure, its sales force and marketing teams may not be successful in commercializing REN-001 or its other product candidates. This may be costly, and Renovacor’s investment would be lost if it cannot retain or reposition its sales and marketing personnel.

Renovacor may also or alternatively decide to collaborate with third-party marketing and sales organizations to commercialize any approved product candidates in the United States, in which event, its ability to generate product revenues may be limited. To the extent Renovacor relies on third parties to commercialize any products for which it obtains regulatory approval, Renovacor may receive less revenues than if it commercialized these products itself, which could materially harm Renovacor’s prospects. In addition, Renovacor would have less control over the sales efforts of any other third parties involved in its commercialization efforts and could be held liable if they failed to comply with applicable legal or regulatory requirements.

Renovacor has no prior experience in the marketing, sale, and distribution of biopharmaceutical products, and there are significant risks involved in building and managing a commercial infrastructure. The establishment

and development of commercial capabilities, including compliance plans, to market any products Renovacor may develop will be expensive and time-consuming and could delay any product launch, and it may not be able to develop this capability successfully. Renovacor will have to compete with other biopharmaceutical and pharmaceutical companies to recruit, hire, train, manage, and retain marketing and sales personnel, which is expensive and time consuming and could delay any product launch. Developing Renovacor’s sales capabilities may also divert resources and management attention away from product development.

In the event Renovacor is unable to develop a marketing and sales infrastructure, it may not be able to commercialize REN-001 or its other product candidates in the United States or elsewhere, which could limit its ability to generate product revenues and materially harm its business, financial condition, results of operations and prospects.

The initial planned clinical trials for REN-001 are designed to evaluate its safety and tolerability in humans, as well as efficacy in the treatment of patients with BAG3 DCM. Renovacor does not know at this time whether REN-001 or any of its other product candidates will be safe for use in humans or produce efficacious results. Subsequently, Renovacor plans to conduct additional clinical trials in related indications, but there is no guarantee that product candidates it develops, even if approved for multiple related indications, would be approved for others, and, prior to any such approvals, it may have to conduct additional clinical trials.

Renovacor focuses its research and product development on the use of AAV/BAG3-based gene therapy platforms for the treatment of a variety of different types of indications in heart failure and central nervous system diseases. Renovacor’s projections of both the number of people who have BAG3 mutations, as well as the subset of people with these mutations who have the potential to benefit from treatment with its product candidates, are based on beliefs and estimates. These estimates have been derived from a variety of sources, including the scientific literature, surveys of clinics, patient foundations or market research, and may prove to be incorrect. Further, new trials may change the estimated incidence or prevalence of such mutations. The total addressable market across all of Renovacor’s product candidates will ultimately depend upon, among other things, the diagnosis criteria included in the final label for each of its product candidates approved for sale for these indications, the availability of alternative treatments and the safety, convenience, cost and efficacy of its product candidates relative to such alternative treatments, acceptance by the medical community and patient access, drug and biologic pricing and reimbursement. The number of patients in the United States and other major markets and elsewhere may turn out to be lower than expected, patients may not be otherwise amenable to treatment with Renovacor’s products or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect its results of operations and its business.

Renovacor’s commercial success depends in part on its ability to obtain and maintain patent protection and trade secret protection for REN-001 and any of its other product candidates, proprietary technologies and their uses as well as its ability to operate without infringing upon the proprietary rights of others. If Renovacor is unable to protect its intellectual property rights or if its intellectual property rights are inadequate for its technology or its product candidates, its competitive position could be harmed, which could have a material adverse impact on its business, results of operations, financial conditions and prospects. Renovacor generally seeks to protect its proprietary position by filing patent applications in the United States and abroad related to REN-001 and any of its other product candidates, proprietary technologies and their uses that are important to its business. Renovacor’s patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless, and until, patents are issued from such applications, and then only to the extent the issued claims cover the technology. There can be no assurance that Renovacor’s patent applications will result in patents being issued or that issued patents will afford sufficient protection to prevent competitors from using identical or similar technology, nor can there be any assurance that the patents if issued will be sufficiently broad or will not be infringed, designed around or invalidated by third parties. Even issued patents may later be found invalid or unenforceable or may be modified or revoked in proceedings instituted by third

parties before various patent offices or in courts. The degree of future protection for Renovacor’s proprietary rights is uncertain. Only limited protection may be available and may not adequately protect Renovacor’s rights or permit it to gain or keep any competitive advantage. These uncertainties and/or limitations in Renovacor’s ability to properly protect the intellectual property rights relating to REN-001 and any of its other product candidates could have a material adverse effect on its financial condition and results of operations.

Although Renovacor licenses issued patents in the U.S., Europe and Japan and licenses or jointly owns pending patent applications in the United States and foreign countries, it cannot be certain that the claims in these U.S. pending patent applications, corresponding international patent applications and patent applications in certain foreign countries will be considered patentable by the United States Patent and Trademark Office (the “USPTO”), courts in the United States or by the patent offices and courts in foreign countries, nor can Renovacor be certain that the claims in its issued patents will not be found invalid or unenforceable if challenged.

The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that Renovacor or any of its potential future collaborators will be successful in protecting REN-001 and any of its other product candidates by obtaining and defending patents. These risks and uncertainties include the following:

The patent prosecution process is also expensive and time consuming, and Renovacor may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner or in all jurisdictions where protection may be commercially advantageous. It is also possible that Renovacor will fail to identify patentable aspects of its research and development output before it is too late to obtain patent protection. Moreover, in some circumstances, Renovacor does not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, directed to technology that it licenses from third parties. Renovacor may also require the cooperation of its licensor in order to enforce the licensed patent rights, and such cooperation may not be provided. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of its business. Renovacor cannot be certain that patent prosecution and maintenance activities by its licensors have been or will be conducted in compliance with applicable laws and regulations, which may affect the validity and enforceability of such patents or any patents that may issue from such applications. If they fail to do so, this could cause Renovacor to lose rights in any applicable intellectual property that it in-licenses, and as a result its ability to develop and commercialize products or product candidates may be adversely affected and it may be unable to prevent competitors from making, using and selling competing products.

In addition, although Renovacor enters into non-disclosure and confidentiality agreements with parties who have access to patentable aspects of its research and development output, such as its employees, outside scientific collaborators, CROs, third-party manufacturers, consultants, advisors and other third parties, any of these parties may breach such agreements and disclose such output before a patent application is filed, thereby jeopardizing Renovacor’s ability to seek patent protection.

Renovacor has acquired rights to the intellectual property underlying REN-001 through a license agreement with Temple University of the Commonwealth System of Higher Education (“Temple”), dated August 12, 2019, and amended on September 13, 2022 (collectively the “Temple License Agreement”), and it has also entered into a research and development collaboration with the University of Utah (“Utah”) that grants, under certain conditions, Renovacor an option for an exclusive license to inventions generated from the collaboration. Additionally, Renovacor may in the future enter into license agreements with other third parties for intellectual property rights or assets. Renovacor is heavily reliant on licenses to the patent rights and proprietary technology from Temple provided to it under the License Agreement, and these licenses are necessary to the development of its technology and products, including the technology related to REN-001. These and other licenses may not provide adequate rights to use such technology in all relevant fields of use. Licenses to additional third-party technology that may be required for Renovacor’s development programs may not be available in the future or may not be available on commercially reasonable terms, which could have a material adverse effect on its business.

In some circumstances, Renovacor may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology that it licenses from Temple and other third parties in the future. In addition, some of Renovacor’s agreements with its licensors require obtaining consent from the licensor before it can enforce patent rights and the licensor may withhold such consent or may not provide it on a timely basis. Thus, Renovacor cannot be certain that these patents and applications will be prosecuted and enforced in a manner consistent with the best interests of its business. In addition, if third parties from whom Renovacor licenses patents fail to maintain such patents, or lose rights to those patents, the rights it has licensed may be reduced or eliminated.

Renovacor’s commercial success depends in part on the maintenance of its license agreements. Renovacor has acquired rights to the intellectual property underlying REN-001 through the License Agreement with Temple, and has the right under certain conditions to acquire an exclusive license to inventions generated from its collaboration with Utah, and may in the future enter into other license agreements with third parties for other intellectual property rights or assets. The License Agreement imposes, and future license agreements may impose, various diligence, milestone payment, royalty, and other obligations on us. If Renovacor fails to comply with its obligations under the License Agreement or any future license agreements with any party, or are subject to a bankruptcy, the licensor may have the right to terminate the license, in which event Renovacor would not be able to market products covered by the license. The License Agreement further provides Temple with a right to terminate the License Agreement for Renovacor’s material breach or default under the agreement, including the failure to make any required milestone or other payments. Should Temple exercise such a termination right, Renovacor would lose its right to the intellectual property under the License Agreement, and such loss may materially harm its business.

Renovacor may need to obtain licenses from third parties to advance its research or allow commercialization of REN-001 and any of its other product candidates, and Renovacor cannot provide any assurances that third-party patents do not exist, which might be enforced against REN-001 and any of its other product candidates in the absence of such a license. Renovacor may fail to obtain any of these licenses on commercially reasonable terms, if at all, which could have a material adverse effect on its business and financial condition. Even if Renovacor is able to obtain a license, it may be non-exclusive, thereby giving its competitors access to

the same technologies. In that event, Renovacor may be required to expend significant time and resources to develop or license replacement technology. If Renovacor is unable to do so, it may be unable to develop or commercialize the affected product candidates, which could materially harm its business and the third parties owning such intellectual property rights could seek either an injunction prohibiting Renovacor’s sales, or, with respect to its sales, an obligation on its part to pay royalties or other forms of compensation. Licensing of intellectual property is of critical importance to Renovacor’s business and involves complex legal, business and scientific issues. Disputes may arise between Renovacor and its licensors regarding intellectual property subject to a license agreement, including:

If disputes over intellectual property that Renovacor has licensed prevent or impair its ability to maintain its current licensing arrangements on acceptable terms, it may not be able to successfully develop and commercialize the affected product candidates, which would have a material adverse effect on its business.

In addition, certain of Renovacor’s agreements may limit or delay its ability to consummate certain transactions, may impact the value of those transactions, or may limit its ability to pursue certain activities. For example, if Renovacor chooses to sublicense or assign to any third parties its rights under its existing license agreements with respect to any licensed product, it may be required to pay a specified percentage of all revenue to be received in connection with such transaction.

Renovacor is aware of patents issued to REGENXBIO Inc. that claim AAV vectors that have an AAV9 capsid serotype. As such, Renovacor may need to obtain a license from REGENXBIO Inc. to develop and commercialize REN-001 and any of its other product candidates utilizing the AAV9 capsid serotype. If Renovacor commercializes any of its product candidates utilizing the AAV9 capsid serotype prior to the expiry of those patents in January 2026 without a license, it is possible that REGENXBIO Inc. could bring an action claiming infringement. If Renovacor fails to obtain a license from REGENXBIO Inc. on commercially reasonable terms, or at all, this could have a material adverse effect on its business and financial condition. Even if Renovacor is able to obtain such a license, it may be non-exclusive, thereby giving its competitors access to the same technologies or intellectual property rights licensed to it. In the event that Renovacor fails to obtain a license from REGENXBIO Inc., it may be required to expend significant time and resources to develop or license replacement technology which may be impossible or require substantial time and monetary expenditure. If Renovacor is unable to do so, it may be unable to develop and commercialize the affected product candidates, including its lead product candidate REN-001, which could materially harm Renovacor’s business and if it fails to obtain a license, REGENXBIO Inc. could seek either an injunction prohibiting Renovacor’s sales, or, with respect to its sales, an obligation on Renovacor’s part to pay royalties or other forms of compensation, which could limit its ability to generate revenue or achieve profitability. A finding of infringement could prevent Renovacor from commercializing its lead product candidate REN-001, which could harm its business, possibly prevent it from generating revenue sufficient to sustain its operations and force it to cease some of its business operations. In addition, under certain circumstances, Renovacor could be held liable for substantial monetary damages, potentially including enhanced damages and attorney fees if it is found to have willfully infringed the

patent. Renovacor expects that it will be at least several years, if ever, and in any event beyond January 2026, before it is able to commercialize it lead product candidate, and thus the need for a license from REGENXBIO Inc. with respect to commercialization of REN-001 is expected to be remote.

The patent position of biopharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years. As a result, the issuance, scope, validity, enforceability and commercial value of Renovacor’s patent rights are highly uncertain. Renovacor’s pending and future patent applications may not result in patents being issued, which protect its product candidates or which effectively prevent others from commercializing competitive product candidates.

Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications Renovacor licenses or owns currently or in the future issue as patents, they may not issue in a form that will provide it with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide Renovacor with any competitive advantage. Any patents that Renovacor licenses or owns may be challenged or circumvented by third parties or may be narrowed or invalidated as a result of challenges by third parties. Consequently, Renovacor does not know whether REN-001 and any of its other product candidates will be protectable or remain protected by valid and enforceable patents. Renovacor’s competitors or other third parties may be able to circumvent its patents by developing similar or alternative technologies or products in a non-infringing manner, which could materially adversely affect its business, financial condition, results of operations and prospects.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and Renovacor’s patents may not cover REN-001 and any of its other product candidates or may be challenged in the courts or patent offices in the United States and abroad. Renovacor may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant review (“PGR”), and inter partes review (“IPR”), or other similar proceedings in the USPTO or foreign patent offices challenging its patent rights. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, Renovacor cannot be certain that there is no invalidating prior art, of which Renovacor or its predecessors and the patent examiner were unaware during prosecution. There is no assurance that all potentially relevant prior art relating to Renovacor’s patents and patent applications or those of its licensors has been found. There is also no assurance that there is not prior art of which we, Renovacor’s predecessors or licensors are aware, but which Renovacor does not believe affects the validity or enforceability of a claim in its patents and patent applications or those of its licensors, which may, nonetheless, ultimately be found to affect the validity or enforceability of a claim. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, Renovacor’s patent rights, allow third parties to commercialize REN-001 and any of Renovacor’s other product candidates and compete directly with us, without payment to us. Such loss of patent rights, loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable could limit Renovacor’s ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of REN-001 and any of its other product candidates. Such proceedings also may result in substantial costs and require significant time from Renovacor’s scientists and management, even if the eventual outcome is favorable to us. In addition, if the breadth or strength of protection provided by Renovacor’s patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with Renovacor to license, develop or commercialize current or future product candidates.

Renovacor or its licensors may fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection on them. Therefore, Renovacor may miss potential opportunities to strengthen its patent position. It is possible that defects of form in

the preparation or filing of Renovacor’s patents or patent applications may exist, or may arise in the future, for example with respect to proper priority claims, inventorship, claim scope, or requests for patent term adjustments. If Renovacor or its licensors, whether current or future, fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If Renovacor’s licensors are not fully cooperative or disagree with it as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised. If there are material defects in the form, preparation, prosecution, or enforcement of Renovacor’s patents or patent applications, such patents may be invalid or unenforceable, and such applications may never result in valid, enforceable patents. Any of these outcomes could impair Renovacor’s ability to prevent competition from third parties, which may have an adverse impact on its business.

As a licensee of third parties, Renovacor relies on third parties to file and prosecute patent applications and maintain patents and otherwise protect the licensed intellectual property under some of its license agreements. Renovacor has not had and does not have primary control over these activities for certain of its patents or patent applications and other intellectual property rights. Renovacor cannot be certain that such activities by third parties have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents or other intellectual property rights. Pursuant to the terms of the license agreements with some of Renovacor’s licensors, the licensors may have the right to control enforcement of these licensed patents or defense of any claims asserting the invalidity of these patents. Even if Renovacor is permitted to pursue such enforcement or defense, it will require the cooperation of its licensors. Renovacor cannot be certain that its licensors will allocate sufficient resources or prioritize their or Renovacor’s enforcement of such patents or defense of such claims to protect its interests in the licensed patents. Even if Renovacor is not a party to these legal actions, an adverse outcome could harm its business because it might prevent it from continuing to license intellectual property that it may need to operate its business. If any of Renovacor’s licensors or any of its future licensors or future collaborators fail to appropriately prosecute and maintain patent protection for patents covering REN-001 and any of its other product candidates, Renovacor’s ability to develop and commercialize those product candidates may be adversely affected and it may not be able to prevent competitors from making, using and selling competing products.

In addition, even where Renovacor has the right to control patent prosecution of patents and patent applications it has acquired or licensed from third parties, it may still be adversely affected or prejudiced by actions or inactions of its predecessors or licensors and their counsel that took place prior to Renovacor assuming control over patent prosecution.

Renovacor’s technology acquired or licensed from various third parties may be subject to retained rights. Renovacor’s predecessors or licensors often retain certain rights under their agreements with Renovacor, including the right to use the underlying technology for noncommercial academic and research use, to publish general scientific findings from research related to the technology, and to make customary scientific and scholarly disclosures of information relating to the technology. It is difficult to monitor whether Renovacor’s predecessors or licensors limit their use of the technology to these uses, and Renovacor could incur substantial expenses to enforce its rights to its licensed technology in the event of misuse.

If Renovacor is limited in its ability to utilize acquired or licensed technologies, or if it loses its rights to critical in-licensed technology, it may be unable to successfully develop, out-license, market and sell its products, which could prevent or delay new product introductions. Renovacor’s business strategy depends on the successful development of licensed and acquired technologies into commercial products. Therefore, any limitations on Renovacor’s ability to utilize these technologies may impair its ability to develop, out-license or market and sell REN-001 and any of its other product candidates.

The degree of future protection afforded by Renovacor’s intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect its business or permit it to maintain its competitive advantage. For example:

Should any of these events occur, it could significantly harm Renovacor’s business, results of operations and prospects.

Renovacor’s success depends in part on avoiding infringement of the patents and proprietary rights of third parties. However, Renovacor’s research, development and commercialization activities may be subject to claims that they infringe or otherwise violate patents or other intellectual property rights owned or controlled by third parties. Other entities may have or obtain patents or proprietary rights that could limit or prevent Renovacor’s ability to make, use, sell, offer for sale or import REN-001 or any of its other product candidates that may be approved in the future, or impair its competitive position. There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the biopharmaceutical industry, including patent infringement lawsuits, oppositions, reexaminations, IPR proceedings and PGR proceedings before the USPTO or foreign patent offices. Numerous third-party U.S. and foreign issued patents and pending patent applications exist in the fields in which Renovacor are developing product candidates. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of REN-001 and any of Renovacor’s other product candidates.

As the biopharmaceutical industry expands and more patents are issued, the risk increases that REN-001 and any of Renovacor’s other product candidates may be subject to claims of infringement of the patent rights of third parties. Because patent applications are maintained as confidential for a certain period of time, until the relevant application is published Renovacor may be unaware of third-party patents that may be infringed by commercialization of REN-001 and any of its other product candidates, and Renovacor cannot be certain that it was the first to file a patent application related to REN-001 and any of its other product candidates. Moreover, because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that REN-001 and any of Renovacor’s other product candidates may infringe. In addition, identification of third-party patent rights that may be relevant to Renovacor’s technology is difficult because patent searching is imperfect due to differences in terminology among patents, incomplete databases and the difficulty in assessing the meaning of patent claims. Furthermore, third parties may obtain patents in the future and claim that use of Renovacor’s technologies infringes upon these patents. Any claims of patent infringement asserted by third parties would be time consuming and could:

Although no third party has asserted a claim of patent infringement against Renovacor as of the date of this joint proxy statement/prospectus, others may hold proprietary rights that could prevent REN-001 and any of its other product candidates from being marketed. Any patent-related legal action against Renovacor claiming damages and seeking to enjoin activities relating to REN-001 and any of its other product candidates or processes could, if successful, subject it to liability for damages, including treble damages if it were determined to willfully infringe, and require it to obtain a license to manufacture or develop REN-001 and any of its other product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from Renovacor’s business. Renovacor cannot predict whether it would prevail in any such actions or that any license required under any of these patents would be made available on commercially acceptable terms, if at all. Moreover, even if Renovacor or its future strategic partners were able to obtain a license, the rights may be nonexclusive, which could result in Renovacor’s competitors gaining access to the same intellectual property. In addition, Renovacor cannot be certain that it could redesign REN-001 and any of its other product candidates or processes to avoid infringement, if necessary. Accordingly, an adverse determination in a judicial or administrative proceeding, or the failure to obtain necessary licenses, could prevent Renovacor from developing, manufacturing and commercializing REN-001 and any of its other product candidates, which could harm its business, financial condition and operating results.

Parties making claims against Renovacor may be able to sustain the costs of complex patent litigation more effectively than Renovacor can because they have substantially greater resources. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or administrative proceedings, there is a risk that some of Renovacor’s confidential information could be compromised by disclosure. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on Renovacor’s ability to raise additional funds or otherwise have a material adverse effect on its business, results of operations, financial condition and prospects.

Competitors may infringe Renovacor’s intellectual property rights or those of Renovacor’s licensors. To prevent infringement or unauthorized use, Renovacor or its licensors may be required to file infringement claims, which can be expensive and time consuming. In addition, in a patent infringement proceeding, a court may decide that a patent Renovacor owns or licenses is not valid, is unenforceable or is not infringed. If Renovacor or any of its licensors or potential future collaborators were to initiate legal proceedings against a third party to enforce a patent directed at REN-001 or any of its other product candidates, the defendant could counterclaim that Renovacor’s patent is invalid or unenforceable in whole or in part. In patent litigation, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge include an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, written description or non-enablement. Grounds for an unenforceability assertion could include an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution.

If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, Renovacor would lose at least part, and perhaps all, of the patent protection on such product candidate. In addition, if the breadth or strength of protection provided by Renovacor’s patents and patent applications or those of its licensors is

threatened, it could dissuade companies from collaborating with Renovacor to license, develop or commercialize current or future product candidates. Such a loss of patent protection would have a material adverse impact on Renovacor’s business. In September 2021, an opposition was filed against Renovacor’s European patent for BAG3 as a target of heart failure. Renovacor responded in January 2022 rebutting all grounds of the opponent’s opposition. There can be no assurance such opposition will not succeed.

Even if resolved in Renovacor’s favor, litigation or other legal proceedings relating to Renovacor’s intellectual property rights may cause it to incur significant expenses, and could distract its technical and management personnel from their normal responsibilities. Such litigation or proceedings could substantially increase Renovacor’s operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Renovacor may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of Renovacor’s competitors may be able to sustain the costs of such litigation or proceedings more effectively than it can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could compromise Renovacor’s ability to compete in the marketplace.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or other legal proceedings relating to Renovacor’s intellectual property rights, there is a risk that some of its confidential information could be compromised by disclosure during this type of litigation or other proceedings.

During the course of any intellectual property litigation, there could be public announcements of the initiation of the litigation as well as results of hearings, rulings on motions, and other interim proceedings in the litigation. If securities analysts or investors regard these announcements as negative, the perceived value of Renovacor’s existing products, programs or intellectual property could be diminished. Accordingly, the market price of shares of Renovacor’s common stock may decline. Such announcements could also harm Renovacor’s reputation or the market for its future products, which could have a material adverse effect on its business.

Derivation or interference proceedings provoked by third parties or brought by Renovacor or declared by the USPTO or similar proceedings in foreign patent offices may be necessary to determine the priority of inventions with respect to Renovacor’s patents or patent applications. An unfavorable outcome could require Renovacor to cease using the related technology or to attempt to license rights to it from the prevailing party. Renovacor’s business could be harmed if the prevailing party does not offer it a license on commercially reasonable terms. Renovacor’s defense of such proceedings may fail and, even if successful, may result in substantial costs and distract its management and other employees. In addition, the uncertainties associated with such proceedings could have a material adverse effect on Renovacor’s ability to raise the funds necessary to continue its clinical trials, continue its research programs, license necessary technology from third parties or enter into development or manufacturing partnerships that would help it bring REN-001 and any of its other product candidates to market.

As is the case with other biopharmaceutical companies, Renovacor’s success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involve a high degree of technological and legal complexity. Therefore, obtaining and enforcing biopharmaceutical patents is costly, time consuming and inherently uncertain. Changes in either the patent laws or in the interpretations of patent laws in the United States and other countries may diminish the value of Renovacor’s intellectual property and may increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. Renovacor cannot predict the breadth of claims that may be allowed or enforced in its patents or in third-party patents. In addition, the U.S. Congress or other foreign legislative bodies may pass patent reform legislation that is unfavorable to us.

For example, the Supreme Court has ruled on several patent cases, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to Renovacor’s ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the U.S. federal courts, the USPTO, or similar authorities in foreign jurisdictions, the laws and regulations governing patents could change in unpredictable ways that would weaken Renovacor’s ability to obtain new patents or to enforce its existing patents and patents it might obtain in the future.

The patent positions of companies engaged in the development and commercialization of biopharmaceuticals is particularly uncertain. Two significant cases involving diagnostic method claims and “gene patents” were decided by the Supreme Court. On March 20, 2012, the Supreme Court issued a decision in Mayo Collaborative Services v. Prometheus Laboratories, Inc. (“Prometheus”), a case involving patent claims directed to a process of measuring a metabolic product in a patient to optimize a drug dosage for the patient. According to the Supreme Court, the addition of well-understood, routine or conventional activity such as “administering” or “determining” steps was not enough to transform an otherwise patent-ineligible natural phenomenon into patent-eligible subject matter. On June 13, 2013, the Supreme Court issued its decision in Association for Molecular Pathology v. Myriad Genetics, Inc. (“Myriad”), a case involving patent claims held by Myriad relating to the breast cancer susceptibility genes BRCA1 and BRCA2. Myriad held that an isolated segment of naturally occurring DNA, such as the DNA constituting the BRCA1 and BRCA2 genes, is not patent- eligible subject matter, but that complementary DNA, which is an artificial construct that may be created from RNA transcripts of genes, may be patent-eligible.

The USPTO has issued a number of guidance memorandum and updates to USPTO patent examiners on the ramifications of the Prometheus, Myriad and other court rulings in the application of the rulings to natural products and principles including all naturally occurring nucleic acids. USPTO guidance may be further updated in view of developments in the case law and in response to public feedback. Patents for certain of Renovacor’s product candidates contain claims related to specific DNA sequences that are naturally occurring and, therefore, could be the subject of future challenges made by third parties. In addition, USPTO guidance or changes in guidance or procedures issued by the USPTO could make it impossible for Renovacor to pursue similar patent claims in patent applications it may prosecute in the future.

Renovacor cannot assure that its efforts to seek patent protection for its technology and products will not be negatively impacted by the decisions described above, rulings in other cases or changes in guidance or procedures issued by the USPTO. Renovacor cannot fully predict what impact the Supreme Court’s decisions in Prometheus and Myriad may have on the ability of life science companies to obtain or enforce patents relating to their products and technologies in the future. These decisions, the guidance issued by the USPTO and rulings in other cases or changes in USPTO guidance or procedures could materially harm Renovacor’s existing patent portfolio and its ability to protect and enforce its intellectual property in the future.

Moreover, although the Supreme Court has held in Myriad that isolated segments of naturally occurring DNA are not patent-eligible subject matter, certain third parties could allege that activities that Renovacor may undertake infringe other gene-related patent claims, and Renovacor may determine it is necessary to defend itself against these claims by asserting noninfringement or invalidity positions, or paying to obtain a license to these patents. In any of the foregoing or in other situations involving third-party intellectual property rights, if Renovacor is unsuccessful in defending against claims of patent infringement, it could be forced to pay damages or be subjected to an injunction that would prevent it from utilizing the patented subject matter. Such outcomes could harm Renovacor’s business, financial condition, results of operations or prospects.

Renovacor may also be subject to claims that former employees or other third parties are inventors of, or have an ownership interest in, its patents or other intellectual property. For example, Renovacor is aware of a complaint filed against Temple by an individual alleging a claim to inventorship and ownership rights to U.S. application 15/115.807 and ex-U.S. equivalents. While Renovacor believes the claims are without merit, litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If Renovacor

fails in defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights. Such an outcome could have a material adverse effect on Renovacor’s business. Even if Renovacor is successful in defending against such claims, litigation could result in substantial costs and distraction to management and other employees.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the term of a patent, and the protection it affords, is limited. Even if patents covering REN-001 and any of Renovacor’s other product candidates are obtained, once the patent has expired, Renovacor may be open to competition from competitive products. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting REN-001 and any of Renovacor’s other product candidates might expire before or shortly after such candidates are commercialized. As a result, Renovacor’s patent portfolio may not provide it with sufficient rights to exclude others from commercializing products similar or identical to its own.

Depending upon the timing, duration and specifics of FDA marketing approval of REN-001 and any of Renovacor’s other product candidates, one or more of its U.S. patents may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act of 1984 (the “Hatch Waxman Act”). The Hatch-Waxman Act permits a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. A maximum of one patent may be extended per FDA approved product as compensation for the patent term lost during the FDA regulatory review process. A patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval and only those claims covering such approved drug product, a method for using it or a method for manufacturing it may be extended. Patent term extension may also be available in certain foreign countries upon regulatory approval of Renovacor’s product candidates. However, Renovacor may not be granted an extension because of, for example, failing to exercise due diligence during the testing phase or regulatory review process, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than Renovacor requests. In addition, Renovacor may be reliant on third-party licensors and collaborators in applying for such patent term extensions and it may not be able to obtain their cooperation. If Renovacor is unable to obtain patent term extension or restoration or the term of any such extension is less than Renovacor requests, its competitors may obtain approval of competing products following its patent expiration, and its revenue could be reduced, possibly materially. Further, if this occurs, Renovacor’s competitors may take advantage of its investment in development and trials by referencing its clinical and preclinical data and launch their product earlier than might otherwise be the case.

Although Renovacor has patents and pending patent applications in the United States and certain other countries, filing, prosecuting and defending patents in all countries throughout the world would be prohibitively expensive, and its intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, Renovacor may not be able to prevent third parties from practicing its inventions in all countries outside the United States or from selling or importing products made using its inventions in the United States or other jurisdictions. Competitors may use Renovacor’s technologies in jurisdictions where it has not obtained patent protection to develop its own products and, further, may export otherwise infringing products to territories where it has patent protection, but enforcement is not as strong as that in the United States. These products may compete with Renovacor’s product candidates, and its patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of many foreign countries, particularly in certain foreign countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology patents, which could make it difficult for Renovacor to stop the infringement of its patents or marketing of competing products in violation of its proprietary rights. Proceedings to enforce Renovacor’s patent rights in foreign jurisdictions could result in substantial costs and divert its efforts and attention from other aspects of its business, could put its patents at risk of being invalidated or interpreted narrowly and its patent applications at risk of not issuing and could provoke third parties to assert claims against it. Renovacor may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Renovacor’s efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that it develops or licenses.

Many foreign countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If Renovacor is forced to grant a license to third parties with respect to any patents relevant to its business, its competitive position may be impaired, and its business, financial condition, results of operations and prospects may be adversely affected.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents or applications will be due to the USPTO and various foreign patent offices at various points over the lifetime of Renovacor’s patents or applications. Renovacor relies on third parties to pay these fees when due. Additionally, the USPTO and various foreign patent offices require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. Renovacor employs reputable law firms and other professionals to help it comply and are also dependent on its licensor to take the necessary action to comply with these requirements with respect to its licensed intellectual property. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with rules applicable to the particular jurisdiction. However, there are situations in which noncompliance can result in irreversible abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. If such an event were to occur, potential competitors might be able to enter the market which could have a material adverse effect on Renovacor’s business.

In addition, Renovacor relies on the protection of its trade secrets, including unpatented know-how, technology and other proprietary information to maintain its competitive position. Although Renovacor has taken steps to protect its trade secrets and unpatented know-how, including entering into confidentiality agreements with third parties, and confidential information and inventions agreements with employees, consultants and advisors, Renovacor cannot provide any assurances that such agreements were obtained in all circumstances or that all have been duly executed, and any of these parties may breach the agreements and disclose its proprietary information, including its trade secrets. Renovacor may not be able to obtain adequate remedies for such breaches, even if these agreements have been obtained.

Adequate remedies may not exist in the event of unauthorized use or disclosure of Renovacor’s confidential information, including a breach of its confidentiality agreements. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets.

Moreover, third parties may still obtain this technology or information or may come upon this or similar information independently, and Renovacor would have no right to prevent them from using that technology or information to compete with us. If any of these events occurs or if Renovacor otherwise loses protection for its

trade secrets, the value of this information may be greatly reduced and its competitive position would be harmed. If Renovacor does not apply for patent protection prior to such publication or if it cannot otherwise maintain the confidentiality of its proprietary technology and other confidential information, then its ability to obtain patent protection or to protect Renovacor’s trade secret information may be jeopardized.

Renovacor has two trademarks registered with the USPTO for the mark “RENOVACOR” and the Renovacor logo. Once registered, Renovacor’s trademarks or trade names can be challenged, infringed, circumvented, declared generic or determined to be infringing on other marks. Renovacor may not be able to protect the rights to these trademarks and trade names, which it needs to build name recognition among potential partners or customers in its markets of interest. At times, competitors may adopt trade names or trademarks similar to Renovacor’s, thereby impeding its ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of Renovacor’s registered and unregistered trademarks or trade names. Over the long term, if Renovacor were unable to establish name recognition based on its trademarks and trade names, then Renovacor may not be able to compete effectively and its business may be adversely affected. Renovacor’s efforts to enforce or protect its proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources, which could adversely impact its financial condition.

As is common in the biopharmaceutical industry, in addition to its employees, Renovacor engages the services of consultants to assist it in the development of REN-001 and its other product candidates. Some of these consultants or employees may have been employed at, or may have previously provided or may be currently providing, consulting services to other biopharmaceutical companies including Renovacor’s competitors or potential competitors. Renovacor may become subject to claims that Renovacor, its employees or a consultant inadvertently or otherwise used or disclosed trade secrets or other information proprietary to their former employers or their former or current clients. Litigation may be necessary to defend against these claims. If Renovacor fails in defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel, which could adversely affect its business. Even if Renovacor is successful in defending against these claims, litigation could result in substantial costs and be a distraction to its management team and other employees.

Renovacor’s success depends in part on its continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel, many of whom have been instrumental for Renovacor and have substantial experience with its BAG3-based platform, underlying technologies and related product candidates. Given the specialized nature of Renovacor’s BAG3-based platform and the fact that it is a novel field, there is an inherent scarcity of experienced personnel in this field. As Renovacor continues developing its product candidates in its pipeline, it will require personnel with medical, scientific, or technical qualifications specific to each program.

Renovacor is highly dependent upon Magdalene Cook, M.D., its President and Chief Executive Officer, Marc Semigran, M.D., its Chief Medical Officer, and Matthew Killeen, Ph.D., its Chief Scientific Officer, as well as Renovacor’s senior scientists and advisors. The loss of services of any of these individuals could delay or prevent the successful development of Renovacor’s product pipeline, initiation or completion of its planned preclinical studies and clinical trials or the commercialization of REN-001 and its other product candidates. Renovacor has executed an employment agreement with Dr. Cook, Dr. Semigran and Dr. Killeen, each of which

is terminable at will with or without notice and, therefore, it may not be able to retain their services as expected. Renovacor does not currently maintain “key person” life insurance on the lives of its executives or any of its employees.

Renovacor’s research and development programs, clinical operations and sales and marketing efforts depend on its ability to attract and retain highly skilled scientists, engineers and sales professionals. The competition for qualified personnel in the biotechnology and pharmaceutical industries is intense, and Renovacor has experienced, and expects to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications on acceptable terms, or at all. Many of the companies with which Renovacor competes for experienced personnel have greater resources than Renovacor does, and any of its employees may terminate their employment with Renovacor at any time. If Renovacor hires employees from competitors or other companies, their former employers may attempt to assert that Renovacor or these employees have breached legal obligations, resulting in a diversion of its time and resources and, potentially, damages. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived benefits of Renovacor’s stock awards decline, it may harm its ability to recruit and retain highly skilled employees. If Renovacor fails to attract new personnel or fail to retain and motivate its current personnel, its business and future growth prospects would be harmed.

As of October 7, 2022, Renovacor had 28 full-time employees and approximately 15 part-time consultants. As Renovacor’s development and commercialization plans and strategies develop, and as it continues to transition into operating as a public company, it must add a significant number of additional managerial, operational, financial and other personnel. Future growth will impose significant added responsibilities on members of management, including:

Renovacor’s future financial performance, its ability to advance REN-001 and its other product candidates will depend, in part, on its ability to effectively manage any future growth, and its management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities. In addition, Renovacor expects to incur additional costs in hiring, training and retaining such additional personnel.

If Renovacor is not able to effectively expand its organization by hiring new employees and expanding its groups of consultants and contractors, it may not be able to successfully implement the tasks necessary to further develop and commercialize REN-001 and its other product candidates and, accordingly, may not achieve its research, development and commercialization goals.

Renovacor is required to maintain internal controls over financial reporting. Commencing with Renovacor’s 2022 fiscal year, it must perform system and process design evaluation and testing of the effectiveness of its internal controls over financial reporting to allow management to report on the effectiveness of its internal controls over financial reporting in its Annual Report on Form 10-K for that year, as required by Section 404 of the Sarbanes-Oxley Act. This will require that Renovacor incur substantial additional professional fees and internal costs to expand its accounting and finance functions and expend significant management efforts. Prior to the Chardan Business Combination, Renovacor had never been required to test its internal controls within a specified period and, as a result, it may experience difficulty in meeting these reporting requirements in a timely manner. In addition, if Renovacor identifies material weaknesses in its internal control over financial reporting in the future or otherwise fail to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect it business.

If Renovacor is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if its independent registered public accounting firm determines that it has a material weakness or a significant deficiency in its internal control over financial reporting, or it is unable to maintain proper and effective internal controls over financial reporting, it may not be able to produce timely and accurate financial statements. As a result, Renovacor’s investors could lose confidence in its reported financial information, the market price of its stock could decline and it could be subject to sanctions or investigations by the Securities and Exchange Commission (the “SEC”) or other regulatory authorities.

Renovacor believes that any internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Renovacor may discover weaknesses in its system of internal financial and accounting controls and procedures that could result in a material misstatement of its financial statements. Renovacor’s internal control over financial reporting will not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, the Renovacor directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing it to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in Renovacor’s control system, misstatements due to error or fraud may occur and may not be detected.

Because Renovacor currently relies on other third parties to manufacture its product candidates and to perform certain quality testing, Renovacor must, at times, share its proprietary technology and confidential information, including trade secrets, with them. Renovacor seeks to protect its proprietary technology, in part, by entering into confidentiality agreements, consulting agreements or other similar agreements with its advisors, employees and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose Renovacor’s confidential information. Despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets become known by Renovacor’s competitors, are intentionally or inadvertently incorporated into the technology of others or are disclosed or used in violation of these agreements. Given that Renovacor’s proprietary position is based, in part, on its know-how and trade secrets and despite its efforts to protect its trade secrets, a competitor’s discovery of Renovacor’s proprietary technology and confidential information or other unauthorized use or disclosure would impair its competitive position and may have a material adverse effect on its business, financial condition, results of operations and prospects.

Renovacor is exposed to potential product liability and professional indemnity risks that are inherent in the research, development, manufacturing, marketing, and use of pharmaceutical products. While Renovacor currently has no product candidates that have commenced clinical trials or been approved for commercial sale, the future use of product candidates by Renovacor in clinical trials, and the sale of any approved products in the future, may expose it to liability claims. For example, Renovacor may be sued if REN-001 and its other product candidates allegedly cause injury or are found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product candidate, negligence, strict liability and a breach of warranties. Claims may be brought against Renovacor by clinical trial participants, patients or others using, administering or selling products that may be approved in the future. Claims could also be asserted under state consumer protection acts.

If Renovacor cannot successfully defend against product liability claims, it may incur substantial liabilities or be required to limit or cease the commercialization of its products. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

Renovacor currently holds approximately $4.0 million in general liability insurance coverage in the aggregate and holds a $1.0 million umbrella policy. Renovacor may need to increase its insurance coverage as it expands its clinical trials or if it commences commercialization of REN-001 or its other product candidates. Insurance coverage is increasingly expensive. Renovacor’s inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of REN-001 or its other product candidates. Although Renovacor maintains such insurance, any claim that may be brought against Renovacor could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by its insurance or that is in excess of the limits of its insurance coverage. Renovacor’s insurance policies will also have various exclusions, and it may be subject to a product liability claim for which it has no coverage. Renovacor may have to pay any amounts awarded by a court or negotiated in a settlement that exceed its coverage limitations or that are not covered by its insurance, and it may not have, or be able to obtain, sufficient capital to pay such amounts.

Renovacor relies on information technology systems that Renovacor or its third-party providers operate to process, transmit and store electronic information in its day-to-day operations. In connection with Renovacor’s product discovery efforts, it may collect and use a variety of personal data, such as names, mailing addresses, email addresses, phone numbers and clinical trial information. Despite Renovacor’s implementation of security measures, its internal computer systems, and those of its CROs, CDMOs, information technology suppliers and other contractors and consultants are vulnerable to damage from computer viruses, cyberattacks and other unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failures. A successful cyberattack could result in the theft or destruction of intellectual property, data, or other misappropriation of assets, or otherwise compromise Renovacor’s confidential or proprietary information and disrupt its operations. Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. Cyberattacks could include wrongful conduct by hostile foreign governments, industrial espionage, wire fraud and other forms of cyber fraud, the deployment of harmful malware, denial-of-service, social engineering fraud or other means to threaten data security, confidentiality, integrity and availability. A successful cyberattack could cause serious negative consequences, including, without limitation, the disruption of operations, the misappropriation of confidential business information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. Although Renovacor devotes resources to protect it information systems, it realizes that cyberattacks are a threat, and there can be no assurance that its efforts will prevent information security breaches that would result in business, legal, financial

or reputational harm to us, or would have a material adverse effect on Renovacor’s results of operations and financial condition. Any failure to prevent or mitigate security breaches or improper access to, use of, or disclosure of Renovacor’s clinical data or patients’ personal data could result in significant liability under state (e.g., state breach notification laws), federal (e.g., HIPAA, as amended by HITECH), and international law (e.g., the GDPR) and may cause a material adverse impact to Renovacor’s reputation, affect its ability to conduct new studies and potentially disrupt its business.

Renovacor relies on its third-party providers to implement effective security measures and identify and correct for any such failures, deficiencies or breaches. If Renovacor or its third-party providers fail to maintain or protect its information technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to Renovacor’s information technology systems, Renovacor or its third-party providers could have difficulty preventing, detecting and controlling such cyberattacks and any such attacks could result in the losses described above as well as disputes with physicians, patients and its partners, regulatory sanctions or penalties, increases in operating expenses, expenses or lost revenues or other adverse consequences, any of which could have a material adverse effect on Renovacor’s business, results of operations, financial condition, prospects and cash flows. Any failure by such third parties to prevent or mitigate security breaches or improper access to or disclosure of such information could have similarly adverse consequences. If Renovacor is unable to prevent or mitigate the impact of such security or data privacy breaches, it could be exposed to litigation and governmental investigations, which could lead to a potential disruption to its business. By way of example, the CCPA, which went into effect on January 1, 2020, creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal data. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase Renovacor’s compliance costs and potential liability, and many similar laws have been proposed at the federal level and in other states. By way of example regarding foreign laws and regulations with respect to data privacy and security, the GDPR went into effect in the EU in May 2018 and introduced strict requirements for processing the personal data of EU data subjects. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the noncompliant company, whichever is greater.

Renovacor is exposed to the risk that its employees and independent contractors, including principal investigators, CROs, consultants and vendors may engage in misconduct or other illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or disclosure of unauthorized activities to Renovacor that violate: the laws and regulations of the FDA and other similar regulatory requirements, including those laws that require the reporting of true, complete and accurate information to such authorities; manufacturing standards, including cGMP requirements; federal and state data privacy, security, fraud and abuse and other healthcare laws and regulations in the United States and abroad; or laws that require the true, complete and accurate reporting of financial information or data. Activities subject to these laws also involve the improper use or misrepresentation of information obtained in the course of clinical trials, the creation of fraudulent data in preclinical studies or clinical trials, or illegal misappropriation of drug or biologic product, which could result in regulatory sanctions and cause serious harm to Renovacor’s reputation. It is not always possible to identify and deter misconduct by employees and other third parties, and the precautions Renovacor takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. In addition, Renovacor is subject to the risk that a person or government could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us, and Renovacor is not successful in defending or asserting its rights, those actions could have a significant impact on its business and financial results, including, without limitation, the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgements, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, individual imprisonment, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements and oversight if Renovacor becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, and curtailment of its operations, any of which could adversely affect its ability to operate its business and its results of operations.

Renovacor is currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and Renovacor may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, Renovacor stockholders may not have access to certain information they may deem important. Renovacor cannot predict whether investors will find its securities less attractive because we will rely on these exemptions. If some investors find Renovacor securities less attractive as a result of its reliance on these exemptions, the trading prices of Renovacor securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of Renovacor securities may be more volatile.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Renovacor, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Renovacor financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Renovacor will cease to be an emerging growth company upon the earliest of (i) December 31, 2025, or the end of the fiscal year following the fifth anniversary of the closing of the initial public offering of Chardan, which closed on April 28, 2020 (the “Chardan IPO”); (ii) the first fiscal year after Renovacor’s annual gross revenues are $1.07 billion or more; (iii) the date on which Renovacor, during a three-year period, issues more than $1.0 billion in nonconvertible debt securities; or (iv) the end of any fiscal year in which Renovacor is deemed to be a large accelerated filer, which means the market value of our Common Stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Additionally, Renovacor is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Renovacor will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of Renovacor common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) Renovacor’s annual revenues exceeds $100 million during such completed fiscal year and the market value of Renovacor common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent Renovacor takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

Once Renovacor loses its “emerging growth company” and/or “smaller reporting company” status, it will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act. Renovacor will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement, dated as of April 23, 2020, by and between Chardan and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), governing Chardan’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Chardan IPO (the ‘’Private Placement Warrants”). As a result of the SEC Statement, Chardan reevaluated the accounting treatment of the Private Placement Warrants and determined to classify the Private Placement Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. As a result, included on Renovacor’s balance sheet as of December 31, 2021 are derivative liabilities related to embedded features contained within the Private Placement Warrants. In addition, the Sponsor Earnout Shares and the Earnout Shares are accounted for as derivative liabilities, with changes in fair value each period reported in earnings. Accounting Standards Codification 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, Renovacor’s financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of its control. Due to the recurring fair value measurement, Renovacor expects that it will recognize non-cash gains or losses on its Private Placement Warrants, Sponsor Earnout Shares and Earnout Shares each reporting period and that the amount of such gains or losses could be material.

Renovacor’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Renovacor’s management also evaluates the effectiveness of its internal controls and it will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or surrounding interim financial statements will not be prevented or detected on a timely basis.

Chardan implemented a remediation plan to remediate the material weakness related to the historical presentation of the Private Placement Warrants but can give no assurance that the measures taken will prevent any future material weaknesses or deficiencies in internal control over financial reporting. Even though Renovacor has adopted the controls and procedures of Old Renovacor following closing of the Chardan Business Combination, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of Renovacor’s financial statements.

Following the issuance of the SEC Statement, Chardan’s management and audit committee concluded that it was appropriate to revise its previously issued financial statements as of and for the year ended December 31, 2020, as well as certain interim periods within 2020, on Form 10-Q filed with the SEC on May 25, 2021. See above under the heading “—Renovacor Private Placement Warrants, Sponsor Earnout Shares, and Earnout Shares are currently accounted for as liabilities and the changes in value of our Private Placement Warrants, Sponsor Earnout Shares and Earnout Shares could have a material effect on our financial results.” As part of the restatement, Chardan identified a material weakness in its internal controls over financial reporting.

As a result of such material weakness, the restatement, the change in accounting for the warrants and other matters raised or that may in the future be raised by the SEC, Renovacor faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in Chardan's internal control over financial reporting and the preparation of its financial statements. As of the date of this Annual Report on Form 10-K, Renovacor has no knowledge of any such litigation or dispute. However, Renovacor can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Renovacor’s business, results of operations and financial condition and related transactions.

Rocket’s and Renovacor’s businesses are and will be subject to the risks described above. In addition, Rocket is, and will continue to be, subject to the risks described in Rocket’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as such risks have been updated or supplemented in Rocket’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), which are filed with the SEC and incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Rocket is a clinical-stage, multi-platform biotechnology company focused on the development of gene therapies, with direct on-target mechanism of action and clear clinical endpoints, for rare and devastating diseases. Rocket has three clinical-stage ex vivo lentiviral vector programs. These include programs for Fanconi Anemia, a genetic defect in the bone marrow that reduces production of blood cells or promotes the production of faulty blood cells, Leukocyte Adhesion Deficiency-I, a genetic disorder that causes the immune system to malfunction and Pyruvate Kinase Deficiency, a rare red blood cell autosomal recessive disorder that results in chronic non-spherocytic hemolytic anemia. Of these, both the Phase 2 FA program and the Phase 1/2 LAD-I program are in registration-enabling studies in the United States and Europe. In addition, in the U.S., Rocket has a clinical stage in vivo adeno-associated virus program for Danon disease, a multi-organ lysosomal-associated disorder leading to early death due to heart failure. Additional work on a gene therapy program for the less common FA subtypes C and G is ongoing. The Company has global commercialization and development rights to all of these product candidates under royalty-bearing license agreements. Rocket is headquartered in Cranbury, New Jersey. Rocket’s principal executive offices are located at 9 Cedarbrook Drive, Cranbury, New Jersey 08512, and its telephone number is (609) 659-8001.

Renovacor is a biotechnology company focused on delivering innovative precision therapies to improve the lives of patients and families battling genetically-driven cardiovascular and mechanistically-related diseases. Renovacor’s lead program in BAG3-associated dilated cardiomyopathy (DCM) uses gene transfer technology to address the monogenic cause of this severe form of heart failure. Renovacor’s vision is to bring life-changing therapies to patients living with serious genetic cardiovascular and related diseases, by developing medicines that target the underlying cause of disease and provide a transformative benefit and significant improvement to quality of life. Renovacor is headquartered in Cambridge, Massachusetts. Renovacor’s principal executive offices are located at 201 Broadway, Suite 310, Cambridge, Massachusetts 02319, and its telephone number is (610) 424-2650.

Renovacor is a Delaware corporation and Renovacor common stock is listed on the NYSE under the ticker symbol “RCOR” and Renovacor warrants are listed on the NYSE under the ticker symbol “RCOR.WS.”

For more information about Renovacor, visit Renovacor’s website at www.Renovacor.com. The information contained on or accessible through Renovacor’s website (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the United States Securities and Exchange Commission (the “SEC”). Additional information about Renovacor is included in the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Merger Sub I was formed by Rocket solely in contemplation of the first merger, and has not conducted any business and does not have any assets, liabilities or obligations of any nature other than as set forth in the merger agreement. Upon the terms and subject to the conditions set forth in the merger agreement, at the first effective time, Merger Sub I will merge with and into Renovacor, with Renovacor continuing as the Initial Surviving Corporation. Merger Sub I’s principal executive office is located at 9 Cedarbrook Drive, Cranbury, New Jersey 08512, and its telephone number is (609) 659-8001.

Merger Sub II was formed by Rocket solely in contemplation of the second merger, and has not conducted any business and does not have any assets, liabilities or obligations of any nature other than as set forth in the merger agreement. Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the second merger (the “second effective time”), the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II continuing as the Surviving Company. Merger Sub II’s principal executive office is located at 9 Cedarbrook Drive, Cranbury, New Jersey 08512, and its telephone number is (609) 659-8001.

This joint proxy statement/prospectus is first being mailed on or about    , and constitutes notice of the Rocket special meeting in conformity with the requirements of the DGCL and the Rocket bylaws.

This joint proxy statement/prospectus is being provided to Rocket stockholders in connection with the solicitation of proxies by the Rocket board for use at the Rocket special meeting and at any adjournment or postponement thereof. Rocket stockholders are encouraged to read this entire document carefully, including its annexes, for more detailed information regarding the merger agreement, the mergers and the other transactions contemplated thereby.

The Rocket special meeting is scheduled to be held virtually via live webcast on November 30, 2022, beginning at 9:00 A.M., Eastern Time, unless adjourned or postponed to a later date.

The Rocket special meeting will be held as a completely “virtual meeting.” You will be able to attend the

Rocket special meeting, and vote via a live webcast by visiting www.virtualshareholdermeeting.com/

RCKT2022SM on November 30, 2022 at 9:00 A.M., Eastern Time.

The purpose of the Rocket special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:

Rocket stockholders must approve the Rocket share issuance proposal as a condition to the completion of the mergers. If Rocket stockholders fail to approve the Rocket share issuance proposal, the mergers will not occur. The vote to approve the Rocket share issuance proposal is a vote separate and apart from the vote to approve the Rocket adjournment proposal. Accordingly, a Rocket stockholder may vote to approve the Rocket share issuance proposal and vote not to approve the Rocket adjournment proposal, and vice versa.

Pursuant to Rocket’s Amended and Restated By-Laws, the only business that will be transacted at the Rocket special meeting are the Rocket share issuance proposal and the Rocket adjournment proposal, as stated in the accompanying notice of the Rocket special meeting. If a quorum is not present, the only business that can be transacted at the Rocket special meeting is the adjournment or postponement of the meeting to another date or time.

After careful consideration, on September 19, 2022 the Rocket board: (i) approved the execution and delivery of the merger agreement, the performance by Rocket of its covenants and agreements contained therein and the consummation of the contemplated transactions, including the mergers, and the issuance of Rocket common stock in connection therewith, each on the terms and subject to the conditions set forth therein, (ii) directed that the issuance of the Rocket common stock be submitted to a vote at a meeting of the stockholders of Rocket, including without limitation for purposes of approval under Nasdaq Rule 5635(a) (2), and recommended that Rocket’s stockholders approve such issuance. The Rocket board recommends that Rocket stockholders vote:

See “The Merger-Recommendation of the Rocket board and its Reasons for the Transaction.”

The record date to determine Rocket stockholders who are entitled to receive notice of and to vote at the Rocket special meeting or any adjournment or postponement thereof is October 24, 2022. As of the close of business on the record date, there were 75,684,423 shares of Rocket common stock issued and outstanding and entitled to notice of and to vote at the Rocket special meeting.

Each Rocket stockholder is entitled to one vote for each share of Rocket common stock such holder owned of record at the close of business on the record date with respect to each matter properly brought before the Rocket special meeting. Only Rocket stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Rocket special meeting and any and all adjournment thereof.

The list of Rocket stockholders entitled to vote at the Rocket special meeting will be available electronically via the Rocket special meeting website for examination by any Rocket stockholder for any purpose germane to the Rocket special meeting beginning ten days prior to the Rocket special meeting up until the conclusion of the Rocket special meeting.

A quorum of Rocket stockholders is necessary to conduct the Rocket special meeting. The presence, virtually via the Rocket special meeting website or by proxy, of the holders of a majority of the voting power of the outstanding shares of Rocket common stock entitled to vote at the Rocket special meeting will constitute a quorum. Shares of Rocket common stock represented at the Rocket special meeting by virtual attendance via the Rocket special meeting website or by proxy and entitled to vote, but not voted, including shares for which a Rocket stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Rocket special meeting are considered “non-routine” matters under NASDAQ Global Select Market (“Nasdaq”) rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Rocket stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the Rocket special meeting. If a quorum is not present and the Rocket adjournment proposal is approved, the Rocket special meeting will be adjourned or postponed until the holders of the number of shares of Rocket common stock required to constitute a quorum attend.

Under the written rules of the Nasdaq, banks, brokers or other nominees do not have discretionary authority to vote on any of the proposals to be voted upon at the Rocket special meeting. Therefore, if you are a Rocket stockholder who holds shares in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on any of these proposals, and the resulting broker non-vote will have no effect on these proposals. Brokers will not be able to vote on either of the proposals before the Rocket special meeting unless they have received voting instructions from the beneficial owners. The failure to issue voting instructions to your bank, broker or other nominee will have no effect on the outcome of the Rocket share issuance proposal and the Rocket adjournment proposal.

A quorum is required to approve the Rocket share issuance proposal but not the Rocket adjournment proposal. As described above, Rocket does not expect there to be any broker non-votes at the Rocket special meeting.

Contemporaneously with the execution of the merger agreement, the Rocket supporting stockholders entered into the voting agreements with Renovacor, pursuant to which the “Rocket supporting stockholders” agreed to, among other things, vote all of their shares in Rocket “FOR” the Rocket share issuance proposal and “FOR” the Rocket adjournment proposal. See “Interests of Rocket Directors and Executive Officers in the Mergers.”

If you are a Rocket stockholder of record, you may vote at the Rocket special meeting by proxy through the Internet, by telephone or by mail, or by virtually attending and voting at the Rocket special meeting via the Rocket special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of Rocket common stock entitled to notice of and to vote at the Rocket special meeting will be voted at the Rocket special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then the Rocket officers identified on the proxy will vote your shares consistent with the recommendation of the Rocket board on such proposal. If you are a Rocket stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 P.M., Eastern Time, on November 29, 2022. Although Rocket offers four different voting methods, Rocket encourages you to submit a proxy to vote either over the Internet or by telephone to ensure that your shares are represented and voted at the Rocket special meeting.

By executing and delivering a proxy in connection with the Rocket special meeting, you designate certain Rocket officers identified therein as your proxies at the Rocket special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the Rocket special meeting, such proxies will vote your shares of Rocket common stock on such uninstructed proposal in accordance with the recommendation of the Rocket board. Rocket does not expect that any matter other than the proposals listed above will be brought before the Rocket special meeting, and the Rocket bylaws provide that the only business that may be conducted at the Rocket special meeting are those proposals brought before the Rocket special meeting pursuant to Rocket’s notice of the Rocket special meeting.

If you hold your shares of Rocket common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of Rocket common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Rocket special meeting. See “—Quorum; Abstentions; Broker Non-Votes and Failure to Vote.”

If you hold your shares of Rocket common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you may contact the bank, broker or other nominee where you hold your account if you have questions about obtaining your control number and attending the Rocket special meeting See “—Virtually Attending the Rocket Special Meeting.”

Other than with respect to the Rocket supporting stockholders, who are party to the voting agreements, any Rocket stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Rocket special meeting. If you are a Rocket stockholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a Rocket stockholder’s right to virtually attend and vote at the Rocket special meeting via the Rocket special meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

If your shares of Rocket common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

Rocket is soliciting proxies to provide an opportunity to all Rocket stockholders to vote on the Rocket share issuance proposal and the Rocket adjournment proposal, whether or not such Rocket stockholders are able to virtually attend the Rocket special meeting or any adjournment thereof. Rocket will pay all expenses of soliciting proxies from Rocket stockholders. In addition to the solicitation of proxies by mail, Rocket will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Rocket common stock and secure their voting instructions, if necessary. Rocket may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Proxies may be solicited on behalf of Rocket or Rocket directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the Internet or other means of communication, including electronic communication. Rocket directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

If you wish to virtually attend the Rocket special meeting via the Rocket special meeting website, you must (a) be a Rocket stockholder of record at the close of business on the record date, (b) hold your shares of Rocket common stock beneficially in the name of a broker, bank or other nominee as of the record date or (c) hold a valid proxy for the Rocket special meeting.

You will be able to attend the Rocket special meeting and vote during the Rocket special meeting via a live webcast by visiting www.virtualshareholdermeeting.com/RCKT2022SM on November 30, 2022 at 9:00 A.M., Eastern Time. If you hold your shares of Rocket common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend and vote at the Rocket special meeting via the Rocket special meeting website, you should contact the bank, broker or other nominee where you hold your account if you have questions about obtaining your control number and attending the Rocket special meeting.

If you plan to virtually attend and vote at the Rocket special meeting via the Rocket special meeting website, Rocket still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the Rocket special meeting via the Rocket special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to virtually attend and vote at the Rocket special meeting via the Rocket special meeting website if you later decide to do so.

Rocket stockholders are not entitled to appraisal or dissenters’ rights in connection with the mergers under Section 262 of the DGCL. See “No Appraisal Rights.”

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This “householding” rule provides greater convenience for Rocket’s stockholders and cost savings for Rocket by reducing the number of duplicate documents that households receive. Also, this allows Rocket to be more environmentally friendly by reducing the unnecessary use of materials. Rocket stockholders with the same address and last name may receive only one copy of this proxy statement/prospectus. Please note that each Rocket stockholder will receive a separate proxy card, which will allow each Rocket stockholder to vote independently. Registered Rocket stockholders (those who hold shares of Rocket common stock directly in their name with Rocket’s transfer agent) may opt out of householding and receive a separate proxy statement/prospectus or other proxy materials by sending a written request to Rocket at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple Rocket stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Rocket will promptly deliver a copy of this proxy statement/prospectus to any Rocket stockholder who received only one copy of these materials due to householding upon request in writing to: Rocket Pharmaceuticals, Inc., Attn: Secretary, 9 Cedarbrook Drive, Cranbury, New Jersey 08512 or by visiting Rocket’s website at www.rocketpharma.com and select “Contact Us” to communicate online with Rocket.

The Rocket board will appoint an independent inspector of election for the Rocket special meeting. The inspector of election will, among other matters, determine the number of shares of Rocket common stock represented at the Rocket special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Rocket stockholders at the Rocket special meeting.

If a quorum is present at the Rocket special meeting but there are insufficient votes at the time of the Rocket special meeting to approve the Rocket share issuance proposal, then Rocket stockholders will be asked to only vote on the Rocket adjournment proposal.

At any subsequent reconvening of the Rocket special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Rocket special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

If you need assistance voting or completing your proxy card, or if you have questions regarding the Rocket special meeting, please contact Rocket’s Corporate Secretary, at:

At the Rocket special meeting, as required by Nasdaq Listing Rule 5635(a)(2), Rocket is asking Rocket stockholders to consider and vote upon a proposal to issue shares of Rocket common stock to Renovacor stockholders under the merger agreement, pursuant to which, at the first effective time, Merger Sub I will merge with and into Renovacor, with Renovacor as the surviving corporation (“the Initial Surviving Corporation”). Upon completion of the first merger, Renovacor stockholders will be entitled to receive 0.1676 shares of Rocket common stock for each share of Renovacor common stock held by such stockholder immediately prior to the first effective time of the first merger, which number of shares of Rocket common stock may be adjusted upward or downward based on the level of the Renovacor’s net cash at the closing of the first merger and certain other adjustments, as determined in accordance with the merger agreement. Immediately following the first merger, the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II surviving as the surviving limited liability company and as a wholly owned subsidiary of Rocket. Upon closing of the transaction, current Rocket stockholders will own approximately 95.9% of Rocket.

Under Nasdaq Listing Rule 5635(a)(2), a company listed on Nasdaq is required to obtain stockholder approval prior to the issuance of common stock in connection with the acquisition of another company’s stock if any director, officer or “Substantial Shareholder” (as that term is defined in the Nasdaq Listing Rules) of the company has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company to be acquired or in the consideration to be paid in the transaction and the potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more. RTW Investments, LP (“RTW Investments”) is a “Substantial Shareholder” (as that term is defined in the Nasdaq Listing Rules of both Rocket and Renovacor. RTW Investments currently beneficially holds approximately 21.5% of the outstanding shares of Rocket common stock and approximately 19% of the outstanding shares of Renovacor common stock. As a result of RTW Investment’s interest in Renovacor, RTW Investments will be entitled to receive more than 5% of the consideration to be paid in the mergers. Accordingly, Rocket is required by Nasdaq rules to obtain the approval of Rocket stockholders for the issuance of the shares of Rocket common stock in the mergers.

After careful consideration, the Rocket board has (i) approved the execution and delivery of the Merger Agreement, the performance by Rocket of its covenants and agreements contained therein and the consummation of the contemplated transactions, including the mergers, and the issuance of Rocket Shares in connection with the Rocket share issuance proposal, each on the terms and subject to the conditions set forth therein and (ii) directed that the issuance of the Rocket Shares be submitted to a vote at a meeting of the stockholders of Rocket. Roderick Wong, M.D., Gotham Makker, M.D. and Naveen Yalamanchi, M.D., each of whom hold positions at RTW investments and is a member of the Rocket board, abstained from the vote of the Rocket board to approve the merger agreement and recommend to Rocket stockholders that the Rocket share issuance proposal be approved.

The Rocket share issuance proposal will be approved if a majority of the votes cast by stockholders in person or via proxy with respect to this matter are cast in favor of the proposal. The Rocket share issuance proposal is a “non-discretionary” and “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not provided the brokerage firm voting instructions. Accordingly, if Rocket stockholders hold their shares in “street name” and fail to instruct their broker to vote their shares for the proposal, their shares will not be counted as votes cast for the proposal and will have no effect on the outcome of the Rocket share issuance proposal.

The Rocket board recommends that Rocket stockholders vote “FOR” the Rocket share issuance proposal.

The mergers and a summary of the terms of the merger agreement are described in more detail under “the mergers” and “the merger agreement,” and Rocket stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A hereto.

The Rocket special meeting may be adjourned or postponed to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the merger proposal.

Rocket is asking Rocket stockholders to vote in favor of any adjournment of the Rocket special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger proposal.

The Rocket board recommends that Rocket stockholders approve the Rocket adjournment proposal

Whether or not a quorum is present at the Rocket special meeting, approval of the Rocket adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Rocket stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Rocket adjournment proposal.

This joint proxy statement/prospectus is first being mailed on or about     and constitutes notice of the Renovacor special meeting in conformity with the requirements of the DGCL and the Renovacor bylaws.

This joint proxy statement/prospectus is being provided to Renovacor stockholders in connection with the solicitation of proxies by the Renovacor board for use at the Renovacor special meeting and at any adjournment thereof. Renovacor stockholders are encouraged to read this entire document carefully, including its annexes, for more detailed information regarding the merger agreement, the mergers and the other transactions contemplated thereby.

The Renovacor special meeting is scheduled to be held virtually via live webcast on November 30, 2022, beginning at 10:00 A.M., Eastern Time, unless adjourned or postponed to a later date.

The Renovacor special meeting will be held as a completely “virtual meeting.” You will be able to attend the Renovacor special meeting, and vote via a live webcast by visiting https://www.cstproxy.com/renovacor/sm2022. Renovacor encourages you to allow ample time for online check-in, which will open at 9:45 A.M., Eastern Time.

The purpose of the Renovacor special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

Renovacor stockholders must approve the Renovacor merger proposal as a condition to the completion of the mergers. If Renovacor stockholders fail to approve the Renovacor merger proposal, the mergers will not occur.

After careful consideration, on September 19, 2022 the Renovacor board unanimously: (a) determined that the mergers are advisable, fair to and in the best interests of Renovacor and its stockholders; (b) approved and declared advisable the execution and delivery of the merger agreement, the performance by Renovacor of its covenants and agreements contained therein and the transactions contemplated thereby, including the mergers, on the terms and subject to the conditions set forth in the merger agreement; and (c) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Renovacor stockholders.

The Renovacor board unanimously recommends that Renovacor stockholders vote:

See “The Mergers—Recommendation of the Renovacor Board and its Reasons for the Transaction.”

The record date to determine Renovacor stockholders who are entitled to receive notice of and to vote at the Renovacor special meeting or any adjournment thereof is October 27, 2022. As of the close of business on the record date, there were 17,269,415 shares of Renovacor common stock issued and outstanding and entitled to notice of and to vote at the Renovacor special meeting.

Each Renovacor stockholder is entitled to one vote for each share of Renovacor common stock such holder owned of record at the close of business on the record date with respect to each matter properly brought before the Renovacor special meeting. Only Renovacor stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Renovacor special meeting and any and all adjournment thereof.

The list of Renovacor stockholders entitled to vote at the Renovacor special meeting will be available electronically via the Renovacor special meeting website for examination by any Renovacor stockholder for any purpose germane to the Renovacor special meeting beginning ten days prior to the Renovacor special meeting up until the conclusion of the Renovacor special meeting.

A quorum of Renovacor stockholders is necessary to conduct the Renovacor special meeting. The presence, virtually via the Renovacor special meeting website or by proxy, of the holders of a majority of the voting power of the outstanding shares of Renovacor common stock entitled to vote at the Renovacor special meeting will constitute a quorum. Shares of Renovacor common stock represented at the Renovacor special meeting by virtual attendance via the Renovacor special meeting website or by proxy and entitled to vote, but not voted, including shares for which a Renovacor stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. If a quorum is not present at the Renovacor special meeting and the Renovacor adjournment proposal is approved, the Renovacor special meeting will be adjourned or postponed until the holders of the number of shares of Renovacor common stock required to constitute a quorum attend.

Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that, under NYSE rules, are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (b) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Renovacor special meeting are considered “non-routine” matters under NYSE rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Renovacor special meeting. As a result, Renovacor does not expect any broker non-votes at the Renovacor special meeting and if you hold your shares of Renovacor common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on either of the proposals before the Renovacor special meeting unless they have received voting instructions from the beneficial owners. The failure to issue voting instructions to your bank, broker or other nominee will have the same effect as voting “AGAINST” the Renovacor merger proposal, but will have no effect on the outcome of the Renovacor adjournment proposal.

A quorum is required to approve the Renovacor merger proposal but not the Renovacor adjournment proposal. As described above, Renovacor does not expect there to be any broker non-votes at the Renovacor special meeting.

Contemporaneously with the execution of the merger agreement, the Renovacor supporting stockholders entered into the Renovacor voting agreement with Rocket, pursuant to which the Renovacor supporting stockholders agreed to, among other things, vote all of their shares in Renovacor “FOR” the Renovacor merger proposal and “FOR” the Renovacor adjournment proposal. See “Interests of Renovacor Directors and Executive Officers in the Mergers.”

If you are a Renovacor stockholder of record, you may vote at the Renovacor special meeting by proxy through the Internet, by telephone or by mail, or by virtually attending and voting at the Renovacor special meeting via the Renovacor special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of Renovacor common stock entitled to notice of and to vote at the Renovacor special meeting will be voted at the Renovacor special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, then the Renovacor officers identified on the proxy will vote your shares consistent with the recommendation of the Renovacor board on such proposal. If you are a Renovacor stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 P.M., Eastern Time, on November 29, 2022. Although Renovacor offers four different voting methods, Renovacor encourages you to submit a proxy to vote either over the Internet or by telephone to ensure that your shares are represented and voted at the Renovacor special meeting.

By executing and delivering a proxy in connection with the Renovacor special meeting, you designate certain Renovacor officers identified therein as your proxies at the Renovacor special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the Renovacor special meeting, such proxies will vote your shares of Renovacor common stock on such uninstructed proposal in accordance with the recommendation of the Renovacor board.

If you hold your shares of Renovacor common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of Renovacor common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Renovacor special meeting. See “–Quorum; Abstentions; Broker Non-Votes and Failure to Vote.”

If you hold your shares of Renovacor common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you may contact the bank, broker or other nominee where you hold your account if you have questions about obtaining your control number and attending the Renovacor special meeting See “–Virtually Attending the Renovacor Special Meeting.”

Other than with respect to the Renovacor supporting stockholders, who are party to the voting agreements, any Renovacor stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Renovacor special meeting. If you are a Renovacor stockholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a Renovacor stockholder’s right to virtually attend and vote at the Renovacor special meeting via the Renovacor special meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

If your shares of Renovacor common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

Renovacor is soliciting proxies to provide an opportunity to all Renovacor stockholders to vote on the Renovacor merger proposal and the Renovacor adjournment proposal, whether or not such Renovacor stockholders are able to virtually attend the Renovacor special meeting or any adjournment thereof. Renovacor will pay all expenses of soliciting proxies from Renovacor stockholders. In addition to the solicitation of proxies by mail, Renovacor will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Renovacor common stock and secure their voting instructions, if necessary. Renovacor may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Renovacor has also retained Kingsdale Advisors to assist in soliciting proxies and in communicating with Renovacor stockholders and estimates that it will pay them a fee of approximately $12,500, plus reimbursement for certain reasonable documented out-of-pocket expenses. Renovacor also has agreed to indemnify Kingsdale Advisors against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Renovacor or Renovacor directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the Internet or other means of communication, including electronic communication. Renovacor directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

If you wish to virtually attend the Renovacor special meeting via the Renovacor special meeting website, you must (a) be a Renovacor stockholder of record at the close of business on the record date, (b) hold your shares of Renovacor common stock beneficially in the name of a broker, bank or other nominee as of the record date or (c) hold a valid proxy for the Renovacor special meeting.

You will be able to attend the Renovacor special meeting and vote during the Renovacor special meeting via a live webcast by visiting https://www.cstproxy.com/renovacor/sm2022. Renovacor encourages you to allow ample time for online check-in, which will open at 9:45 A.M., Eastern Time. If you hold your shares of Renovacor common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend and vote at the Renovacor special meeting via the Renovacor special meeting website, you should contact the bank, broker or other nominee where you hold your account if you have questions about obtaining your control number and attending the Renovacor special meeting.

If you plan to virtually attend and vote at the Renovacor special meeting via the Renovacor special meeting website, Renovacor still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the Renovacor special meeting via the Renovacor special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to virtually attend and vote at the Renovacor special meeting via the Renovacor special meeting website if you later decide to do so.

The Renovacor stockholders are not entitled to appraisal of their shares or dissenters’ rights with respect to the mergers. See “No Appraisal Rights.”

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This “householding” rule provides greater convenience for Renovacor’s stockholders and cost savings for Renovacor by reducing the number of duplicate documents that households receive. Also, this allows Renovacor to be more environmentally friendly by reducing the unnecessary use of materials. Renovacor stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus. Please note that each Renovacor stockholder will receive a separate proxy card, which will allow each Renovacor stockholder to vote independently. Registered Renovacor stockholders (those who hold shares of Renovacor common stock directly in their name with Renovacor’s transfer agent) may opt out of householding and receive a separate proxy statement/prospectus or other proxy materials by sending a written request to Renovacor at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple Renovacor stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Renovacor will promptly deliver a copy of this joint proxy statement/prospectus to any Renovacor stockholder who received only one copy of these materials due to householding upon request in writing to: Renovacor, Inc., Attn: Corporate Secretary, 201 Broadway, Suite 310, Cambridge, Massachusetts 02139 or by calling (610) 424-2650.

The Renovacor board will appoint an independent inspector of election for the Renovacor special meeting. The inspector of election will, among other matters, determine the number of shares of Renovacor common stock represented at the Renovacor special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Renovacor stockholders at the Renovacor special meeting.

If a quorum is not present at the Renovacor special meeting, or if a quorum is present at the Renovacor special meeting but there are insufficient votes at the time of the Renovacor special meeting to approve the Renovacor merger proposal, then in each case Renovacor stockholders will be asked to only vote on the Renovacor adjournment proposal.

At any subsequent reconvening of the Renovacor special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Renovacor special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

If you need assistance voting or completing your proxy card, or if you have questions regarding the Renovacor special meeting, please contact Kingsdale Advisors, Renovacor’s proxy solicitor for the Renovacor special meeting, at:

At the Renovacor special meeting, Renovacor is asking Renovacor stockholders to consider and vote upon the Renovacor merger proposal to enable Renovacor to consummate the mergers and effect the other transactions in accordance with the terms of the merger agreement.

Upon completion of the first merger, each Renovacor stockholder will be entitled to receive a number of shares of Rocket common stock initially equal to the initial exchange ratio (with such number of shares of Rocket common stock subject to adjustment based on the amount of net cash of Renovacor as of the closing, as described in more detail in the section entitled “The Merger Agreement—Merger Consideration and Adjustment”) for each share of Renovacor common stock held by such stockholder immediately prior to the first effective time (together with cash in lieu of any fractional shares of Rocket common stock to which such stockholder would otherwise be entitled).

After careful consideration, the Renovacor board unanimously: (a) determined that the merger agreement and the transactions contemplated thereby, on the terms and subject to the conditions contained therein, are advisable, fair to and in the best interests of Renovacor and its stockholders; (b) approved and deemed advisable the execution and delivery of the merger agreement, the performance by Renovacor of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the mergers; and (c) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Renovacor stockholders and resolved to recommend that Renovacor stockholders adopt the merger agreement.

The Renovacor board accordingly unanimously recommends that Renovacor stockholders vote “FOR” the Renovacor merger proposal.

Approval of the Renovacor merger proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Renovacor common stock entitled to vote thereon. Accordingly, an abstention or other failure to vote on the Renovacor merger proposal will have the same effect as a vote “AGAINST” the Renovacor merger proposal.

It is a condition to the completion of the merger that Renovacor stockholders approve the Renovacor merger proposal. If a quorum is not present at the Renovacor special meeting, or if a quorum is present at the Renovacor special meeting but there are insufficient votes at the time of the Renovacor special meeting to approve the Renovacor merger proposal, then in each case Renovacor stockholders will be asked to only vote on the Renovacor adjournment proposal.

The Renovacor special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Renovacor merger proposal.

Renovacor is asking Renovacor stockholders to vote in favor of any adjournment of the Renovacor special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Renovacor merger proposal.

The Renovacor board unanimously recommends that Renovacor stockholders approve the Renovacor adjournment proposal.

Assuming a quorum is present at the Renovacor special meeting, approval of the Renovacor adjournment proposal requires the affirmative vote of the majority of votes cast at the Renovacor special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a Renovacor stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the Renovacor adjournment proposal. An abstention on the Renovacor adjournment proposal will have “NO Effect” on the Renovacor adjournment proposal.

If a quorum is not present or represented, the holders of voting stock representing a majority of the voting power present at the Renovacor special meeting, or the presiding officer, may adjourn the meeting. At any subsequent reconvening of the Renovacor special meeting at which a quorum shall be present or represented, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Renovacor special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

The following is a description of material aspects of the mergers. While Rocket and Renovacor believe that the following description covers the material terms of the mergers, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/ prospectus, including the text of the merger agreement attached as Annex A hereto, for a more complete understanding of the mergers. In addition, important business and financial information about each of Rocket and Renovacor is contained or incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Rocket, Merger Sub I, Merger Sub II and Renovacor have entered into the merger agreement, which provides for (i) first, the merger of Merger Sub I with and into Renovacor, with Renovacor continuing as the Initial Surviving Corporation in the first merger and (ii) second, the merger of the Initial Surviving Corporation with and into Merger Sub II, with Merger Sub II continuing as the Surviving Company in the second merger and a wholly owned subsidiary of Rocket. As a result of the mergers, the separate existence of Merger Sub I will cease as a result of the first merger, and the separate existence of Initial Surviving Corporation will cease as a result of the second merger.

At the first effective time, each share of Renovacor common stock (other than shares held in treasury by Renovacor or held directly by Rocket, Merger Sub I or Merger Sub II (which shares will be cancelled) but including each Sponsor earnout share and each SPAC merger earnout share) that was issued and outstanding immediately prior to the first effective time will be converted into the right to receive a number of shares of Rocket common stock initially equal to the initial exchange ratio and, in lieu of any fractional shares of Rocket common stock, cash (without interest and less any applicable withholding taxes).

The exchange ratio will not change between now and the date of the first merger based on any changes to the market price of Rocket or Renovacor common stock changes after the date of execution of the merger agreement. However, the initial exchange ratio may be subject to adjustment based on the amount of net cash of Renovacor as of the closing, as described in more detail in the section entitled “The Merger Agreement—Merger Consideration and Adjustment.” Therefore, the value of the merger consideration will depend on the market price of Rocket common stock at the first effective time and may change based on the amount of net cash of Renovacor as of the closing. The market price of Rocket common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Renovacor special meeting, through the date the first merger is completed and thereafter. The market price of Rocket common stock, when received by Renovacor stockholders in connection with the first merger, could be greater than, less than or the same as the market price of Rocket common stock on the date of this joint proxy statement/prospectus or at the time of the Renovacor special meeting. Accordingly, you should obtain current market quotations for Rocket and Renovacor common stock before deciding how to vote on the Renovacor merger proposal. Rocket common stock is traded on the Nasdaq Global Market under the symbol “RCKT,” Renovacor common stock is traded on the NYSE under the symbol “RCOR” and Renovacor warrants are traded on the NYSE under the symbol “RCOR.WS.”

At the second effective time, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation that was issued and outstanding immediately prior to the second effective time will be cancelled and cease to exist and each limited liability company interest of Merger Sub II that was issued and outstanding immediately prior to the second effective time will remain outstanding as a limited liability company interest of the Surviving Company.

The Renovacor board and the Rocket board, together with their respective management teams, regularly review their respective companies’ research and development programs, business opportunities and potential transactions to protect and enhance the value of their respective businesses and enhance stockholder value. Renovacor and Rocket each considers its strategic options in light of the totality of the circumstances, including

current and anticipated business and industry trends, regulatory conditions, future growth prospects, the current and expected financing environment and overall strategic direction of each business, in each case, with the goal of maximizing short-term and long-term value for its stockholders.

In particular, in arriving at the transactions contemplated by the merger agreement, Renovacor followed a careful process assisted by experienced outside financial, scientific and legal advisors to rigorously examine potential transactions and transaction candidates through broad outreach to life sciences companies and a thorough process of evaluation of prospective strategic partners and strategic alternatives. The terms of the merger agreement are the result of extensive arm’s-length negotiations among members of the management teams of Rocket and Renovacor along with their respective advisors and under the guidance of each of the Rocket board and the Renovacor board, respectively. The following is a summary of the background of the process undertaken by Renovacor, including Renovacor’s identification and evaluation of strategic alternatives and the negotiation of the merger agreement.

On September 2, 2021, Renovacor (formerly Chardan Acquisition 2 Corp. (the “SPAC”)), CHAQ2 Merger Sub, Inc. and Renovacor Holdings, Inc. (formerly known as Renovacor, Inc.) (“Legacy Renovacor”) entered into an Agreement and Plan of Merger with respect to a business combination involving the acquisition by the SPAC of Legacy Renovacor (the “SPAC Business Combination”). As a result of the SPAC Business Combination, Renovacor became a publicly traded corporation listed on NYSE. Simultaneously with the SPAC Business Combination, Renovacor consummated a $30 million private investment in public equity (PIPE) financing with a group of investors including former investors in Legacy Renovacor and affiliates of the SPAC’s sponsor, Chardan Healthcare Investments. On September 2, 2021, the closing price per share of Renovacor common stock on NYSE was $8.41.

In the months following the SPAC Business Combination, members of Renovacor’s senior management and the Renovacor board regularly reviewed Renovacor’s performance and prospects in light of its business, including the status and timeline for completion of Renovacor’s ongoing preclinical studies of its lead product candidate, REN-001, and the submission of an investigational new drug application (“IND”) for REN-001, as well as developments in the biotechnology and pharmaceutical industries, including the financing challenges associated with the weakness in biotechnology stock prices and the dilution that stockholders of Renovacor would likely experience in connection with the implementation of Renovacor’s long-term strategic plan, including planned equity capital fundraising in order to finance Renovacor’s preclinical and clinical development activities.

On December 7, 2021, Renovacor’s Chief Executive Officer, Dr. Magdalene Cook (“Dr. Cook”), Rocket’s Chief Executive Officer, Dr. Gaurav Shah (“Dr. Shah”) and members of their respective management teams met for dinner to discuss implementation of a non-confidential clinical knowledge-sharing process concerning common clinical issues involving the two companies’ businesses. The conversation was focused on clinical matters and did not include any discussion of a potential business combination or other strategic transaction between the two companies. On December 17, 2021, Rocket and Renovacor entered into a mutual confidentiality agreement, which did not contain a standstill provision.

During the first quarter and into the second quarter of 2022, members of Renovacor’s senior management communicated with representatives of several biotechnology and pharmaceutical companies for the purpose of gauging such companies’ potential interest in pursuing a strategic collaboration, partnership, licensing or other similar arrangement with Renovacor. During this period, Renovacor had preliminary discussions concerning such potential strategic transactions with approximately 19 parties, including such companies whose technologies and/or pipeline products could potentially be complementary to Renovacor’s portfolio, and entered into confidentiality agreements and exchanged information with 11 such parties, including a publicly traded clinical stage gene therapy company referred to herein as “Party A”, a publicly traded genetic medicines company referred to herein as “Party B”, a privately held clinical stage gene therapy company referred to herein as “Party C”, a publicly traded clinical stage biotechnology company referred to herein as “Party D”, a publicly traded biotechnology and gene therapy company referred to herein as “Party E” and a publicly traded rare disease biopharmaceutical company referred to herein as “Party F”. None of the confidentiality agreements executed at this time contained a standstill provision. These discussions focused on identifying opportunities for potential strategic collaborations or partnerships and did not address any potential business combination with any party nor the value or terms of any potential business combination transaction, nor did these contacts progress to the point of discussions with respect to a potential business combination at this time.

On March 9, 2022, the Renovacor board held a regularly scheduled virtual meeting at which members of Renovacor’s senior management, as well as representatives of Renovacor’s legal counsel, Troutman Pepper

Hamilton Sanders LLP (“Troutman”), and representatives of Chardan Capital Markets LLC (“Chardan”), were present by invitation. At the meeting, members of Renovacor senior management presented the Renovacor board with an update on the status of the ongoing REN-001 preclinical studies and IND filing timelines, including potential risks and mitigation plans, as well as an update on the current status of existing business development initiatives. Chardan then provided an overview of the current state of the capital markets for life science companies, including cardiovascular focused companies, and discussed potential financing options for Renovacor in 2022, including potential acquisition opportunities and transaction timing based on the market conditions existing at the time. Renovacor management noted that it would continue to evaluate potential financing strategies and business development initiatives.

On March 24, 2022, Renovacor publicly announced its financial results for the year ended December 31, 2021. The closing price per share of Renovacor common stock on NYSE on that day was $4.22, which represented an approximately 50% decline from the closing price of $8.41 on September 2, 2021 (the day on which the SPAC Business Combination was consummated).

On April 25, 2022, representatives of Rocket’s and Renovacor’s respective management teams met at Rocket’s offices in New York to engage in a knowledge-sharing discussion of common clinical issues facing their respective businesses, specifically regarding clinical challenges related to cardiovascular gene therapy development, including identifying and enrolling patients in clinical studies and educating the clinical community. Representatives of Rocket’s and Renovacor’s scientific teams met periodically thereafter on an informal basis in furtherance of this discussion. The parties did not discuss any potential strategic collaboration or business combination transaction during any of these meetings.

On May 5, 2022, the Renovacor board held a virtual meeting at which members of Renovacor’s senior management as well as representatives of Troutman were present by invitation. At the meeting, in light of the recent decline in Renovacor’s stock price and the challenges faced by Renovacor to extend its cash runway into fiscal year 2024, among other considerations, the Renovacor board proposed to form a transaction committee (the “Renovacor transaction committee”), consisting of Thomas Needham (“Mr. Needham”) and Jonas Grossman (“Mr. Grossman”), each independent directors, to consider and explore potential strategic and business alternatives in an effort to maximize stockholder value. Mr. Needham and Mr. Grossman were selected to comprise the Renovacor transaction committee given, among other things, their respective expertise and experience in acquiring and selling companies, to assist the Renovacor board in fulfilling its responsibility relating to the review, evaluation and negotiation of potential strategic alternatives that could maximize value for Renovacor’s stockholders.

Also on May 5, 2022, Dr. Cook contacted Dr. Shah, Rocket’s Chief Executive Officer, to discuss Renovacor’s ongoing business development efforts relating to potential strategic collaboration and partnership opportunities for Renovacor and to assess Rocket’s interest in pursuing a potential strategic transaction with Renovacor. Dr. Cook and Dr. Shah agreed to arrange a meeting of the two companies’ respective business development teams and other members of senior management at the upcoming American Society of Gene & Cell Therapy (“ASGCT”) conference to be held later that month. Neither the proposed terms nor value of any proposed transaction between the two companies was discussed at this time.

On May 12, 2022, Renovacor publicly announced its financial results for the three months ended March 31, 2022. The closing price per share of Renovacor common stock on NYSE on that date was $2.51, which represented a 70% decline from the closing price of $8.41 on September 2, 2022 (the day on which the SPAC Business Combination was consummated).

During the week of May 16, 2022, while in attendance at the ASGCT conference, members of Renovacor’s and Rocket’s respective business development and research and development teams met to discuss scientific topics including respective research and development capabilities. Additionally, members of the Renovacor board met with members of Rocket’s senior management and engaged in initial discussions regarding a potential business combination between the two companies. Neither value nor terms of any potential transaction were discussed during these meetings.

On May 24, 2022, Dr. Shah, Rocket’s Chief Executive Officer, delivered an initial proposal to Dr. Cook via email providing for the acquisition by Rocket of all of the outstanding shares of Renovacor common stock in a

stock-for-stock transaction for an implied value of approximately $1.79 per share based on the last closing price of Rocket’s common stock as of the proposal date (the “Initial Proposal”). The closing price per share of Renovacor common stock on NYSE on that day was $2.03.

On May 25, 2022, the Renovacor board convened a meeting at Renovacor’s offices in Cambridge, Massachusetts as well as by videoconference to discuss the Initial Proposal and evaluate potential responses. Also present at the meeting were representatives of Renovacor’s senior management and representatives of Troutman. At the meeting, the Renovacor transaction committee provided an overview of the discussions to date with Rocket and an initial valuation analysis of the Initial Proposal. Members of Renovacor’s senior management then led the Renovacor board in a discussion of Renovacor’s potential pipeline expansion initiatives and other business development opportunities to date as well as a discussion of Renovacor’s cash runway and potential methods to extend Renovacor’s cash runway into fiscal year 2024. A representative of Troutman provided an overview of the Renovacor board’s fiduciary duties in evaluating the Initial Proposal and the Renovacor board engaged in discussion concerning the potential risks, costs and benefits of pursuing the transaction contemplated by the Initial Proposal. The Renovacor board then directed Renovacor management to invite a selection of financial advisory firms to make a presentation to Renovacor for purposes of selecting a financial advisor for a potential strategic transaction. The Renovacor board also resolved to appoint Mr. Greg Covino (“Mr. Covino”) and Dr. Joan Lau (“Dr. Lau”), each independent directors, to the Renovacor transaction committee to serve with Mr. Needham and Mr. Grossman. Mr. Covino and Dr. Lau were selected to join the Renovacor transaction committee given, among other things, their respective expertise and experience relevant to evaluating a potential strategic transaction.

On June 2, 2022, the Renovacor board held a virtual meeting at which members of Renovacor’s senior management and representatives of Troutman were also present. At the meeting, the Renovacor board discussed the recommendation of Renovacor management to retain Wells Fargo Securities, LLC (“Wells Fargo Securities”) as Renovacor’s exclusive financial advisor in connection with a potential strategic transaction, which recommendation was made following discussions among Renovacor management and a number of candidates concerning a potential engagement for financial advisory services. At the meeting, representatives of Troutman provided an overview of the terms of a proposed engagement letter with Wells Fargo Securities. The Renovacor board then authorized Renovacor to negotiate and execute an engagement letter with Wells Fargo Securities providing for the exclusive engagement of Wells Fargo Securities as Renovacor’s financial advisor. The Renovacor board also directed Renovacor to work with Wells Fargo Securities to evaluate interest from third parties in a potential strategic transaction with Renovacor in order to enable the Renovacor board to better understand potential alternatives available to it in light of the inbound interest from Rocket. The Renovacor board and Renovacor management viewed Wells Fargo Securities as qualified to support Renovacor with respect to an evaluation of strategic alternatives in connection with a potential strategic transaction. Renovacor did not execute an engagement letter with Wells Fargo Securities at that time but formally entered into the engagement letter on August 10, 2022, following negotiations between Renovacor and Wells Fargo Securities regarding the terms of the same and pursuant to the authority previously delegated by the Renovacor board.

On June 3, 2022, at the direction of Renovacor, representatives of Wells Fargo Securities met virtually with representatives of SVB Securities, financial advisor to Rocket, to deliver Renovacor’s initial feedback with respect to the Initial Proposal. Wells Fargo Securities notified SVB Securities that the Renovacor board believed the Initial Proposal did not adequately reflect Renovacor’s value and suggested that Rocket continue its diligence efforts on a non-exclusive basis with a view towards improving the Initial Proposal.

Throughout June and the beginning of July 2022, Wells Fargo Securities contacted 27 companies regarding a potential transaction with Renovacor, including Rocket, Party A, Party B, Party C, Party D, Party E, Party F and a global publicly traded pharmaceutical and biotechnology company referred to herein as “Party G”. During that period and following introductory conversations between Wells Fargo Securities and each of the parties concerning the potential transaction process, Renovacor entered into confidentiality agreements with six (6) companies, including Rocket, Party A, Party B, Party C, Party D and Party F, which agreements each contained customary confidentiality provisions, a prohibition on the counterparty contacting debt or equity financing sources without Renovacor’s prior approval and a customary standstill provision. Neither Party E nor Party G entered into a confidentiality agreement with Renovacor at this time. The remaining parties approached by Wells Fargo Securities declined to proceed with discussions with Renovacor and its representatives regarding a potential strategic transaction with Renovacor.

Beginning in the middle of June, members of Renovacor’s senior management held management presentations with Rocket, Party A, Party B, Party C, Party D and Party F, respectively. During that period and until the execution of the merger agreement on September 19, 2022 (or, if earlier, the date on which a party engaged in the potential transaction process ceased to pursue a potential transaction, as noted below), each of the parties conducted due diligence that variously included access to a limited “first round” virtual data room, review of additional documentary materials, virtual and in-person diligence sessions with members of Renovacor’s management team and other customary due diligence. Neither value nor terms of a potential transaction were discussed during these diligence sessions.

On or around June 28, 2022, Wells Fargo Securities sent a letter to each of Rocket, Party A, Party B, Party C, Party D and Party F, setting forth in greater detail the procedures for the first round of the potential sales process and instructing the potential counterparties to provide initial, non-binding indications of interest with respect to a potential strategic transaction with Renovacor by July 13, 2022.

On June 30, 2022, Dr. Cook met by videoconference with Dr. Shah, at which time they discussed, among other things, Renovacor’s expected sales process for evaluating a potential strategic transaction with Rocket or another third party. Neither value nor terms of any potential transaction were discussed during these meeting.

Between July 13 and July 15, 2022, Renovacor received initial non-binding indications of interest from each of Rocket, Party A and Party B. On July 13, 2022, representatives of SVB Securities, at the direction of Rocket, provided representatives of Wells Fargo Securities with an updated proposal for Rocket to acquire all of the outstanding shares of Renovacor common stock in a stock-for-stock transaction with an implied value of $2.10 per share based on the last closing price of Rocket’s common stock as of the proposal date (the “July 13 Proposal”). The closing price per share of Renovacor common stock on NYSE on July 13 was $2.09. Between July 14 and July 15, 2022, Wells Fargo Securities also received, on behalf of Renovacor, an initial indication of interest from Party A, which offered to acquire all of the outstanding shares of Renovacor common stock in exchange for shares of Party A common stock having an implied value of $2.75 per share based on Party A’s last closing price as of the proposal date, and from Party B, which offered to acquire all of the outstanding shares of Renovacor common stock in exchange for shares of Party B common stock having an implied value of $2.35 per share based on Party B’s last closing price as of the proposal date. The closing price per share of Renovacor common stock on NYSE on each of July 14 and July 15 was $1.95 and $2.00, respectively. No proposals were received from Party C, Party D or Party F at this time.

On July 13, 2022, representatives of Party C informed representatives of Wells Fargo Securities, on behalf of Renovacor, that Party C had determined not to continue exploring a potential transaction with Renovacor at this time, noting that Party C was focused on pursuing internal priorities but may be interested in reengaging in discussions with Renovacor at the end of the year.

On July 14, 2022, Party D’s Chief Executive Officer spoke virtually with Dr. Cook and stated that Party D would no longer be exploring a potential transaction with Renovacor, citing the preclinical status of both companies and the shared challenges in extending their respective cash runways in the coming fiscal years.

On July 16, 2022, representatives of Wells Fargo Securities met by videoconference with members of Renovacor’s senior management to discuss the proposals received from Rocket, Party A and Party B as well as the status of other parties’ participation in the transaction process, including the decisions by C and Party D to cease participating in the process.

On July 19, 2022, at the direction of Renovacor, representatives of Wells Fargo Securities spoke virtually with representatives of Party A and Party B, respectively, to inform each party that its initial indication of interest was sufficiently competitive to enable it to participate in the next stage of the transaction process but that in the view of the Renovacor board, the proposal would require meaningful improvement. Also on July 19, 2022, at the direction of Renovacor, representatives of Wells Fargo Securities spoke virtually with representatives of SVB Securities, on behalf of Rocket, that the July 13 Proposal was not competitive as compared to the other participants in the process. Later that day, members of the Renovacor transaction committee met virtually with representatives of Wells Fargo Securities and representatives of Troutman to discuss the feedback delivered to Rocket, Party A and Party B and potential options for increasing the value of the proposals.

On July 21, 2022, representatives of SVB Securities, at the direction of Rocket, delivered an update to the July 13 Proposal increasing the implied per-share value of Renovacor common stock to $2.52 (the “July 21 Proposal”). The closing price per share of Renovacor common stock on NYSE on that day was $2.00.

On July 22, 2022, the Renovacor board held a virtual meeting at which members of Renovacor senior management and representatives of Troutman and Wells Fargo Securities were also in attendance. At the meeting, representatives of Wells Fargo Securities and members of Renovacor senior management provided an update on the status of negotiations and diligence review with each of Rocket, Party A and Party B, as well as an update on the status of discussions with the other parties in the process. Representatives of Wells Fargo Securities then provided an overview of the terms of the July 21 Proposal received from Rocket and the other indications of interest received from Party A and Party B, as well as an overview of the current market dynamics. Members of Renovacor’s senior management subsequently presented to the Renovacor board a preliminary long-range forecast for REN-001. Representatives of Troutman then reviewed with the Renovacor board a summary of its fiduciary duties and obligations in connection with evaluating the proposals received from each bidder. The Renovacor board agreed that each of Rocket, Party A and Party B should advance to the next round of the process.

Also on July 22, 2022, at the direction of Renovacor, representatives of Wells Fargo Securities contacted representatives of SVB Securities, on behalf of Rocket, virtually to deliver the feedback that the July 21 Proposal was sufficient to allow them to advance in the process but would require additional improvement to remain competitive.

On July 25, 2022, following a significant delay in engaging with Renovacor in connection with the potential transaction process, representatives of Party E informed representatives of Wells Fargo Securities that Party E was interested in moving forward with the process. Representatives of Wells Fargo Securities highlighted that Party E would need to move quickly given the status of discussions with other participants in the process.

On July 26, 2022, at the direction of Renovacor, representatives of Wells Fargo Securities sent a letter to each of Rocket, Party A and Party B setting forth in greater detail the procedures for the next round of the potential transaction process and directing the parties to submit markups of a draft merger agreement (which would be provided separately) by August 17, 2022 and definitive transaction proposals by August 24, 2022.

On July 27, 2022, representatives of Party F informed representatives of Wells Fargo Securities, on behalf of Renovacor, that Party F had determined not to continue exploring a potential transaction with Renovacor at this time.

On July 29, 2022, at the direction of Renovacor, representatives of Wells Fargo Securities provided representatives of Rocket, Party A and Party B with access to an expanded data room containing additional confidential due diligence materials concerning Renovacor and its business and operations.

During the first two weeks of August, members of Renovacor’s senior management met with representatives of Party A and Party B, respectively, on several occasions both in person and virtually to review additional diligence information provided by Renovacor with respect to the status of its ongoing REN-001 preclinical studies as well as Renovacor’s pipeline development programs. At these diligence sessions, both parties expressed interest in reviewing additional data from the ongoing REN-001 preclinical studies, which Renovacor expected to be available by the end of the fourth quarter of 2022, before finalizing the terms of a transaction. Also during that period, members of Rocket’s management team continued to conduct due diligence with respect to Renovacor, including by conducting a site visit to Renovacor’s Princeton, NJ facility and participating in additional meetings in person and virtually with members of Renovacor senior management to discuss, among other things, Renovacor’s pipeline development programs. Neither value nor terms of a potential transaction were discussed with any parties during these meetings.

On August 2, 2022, the Renovacor board held a virtual meeting at which members of Renovacor’s senior management, as well as representatives of Wells Fargo Securities and representatives of Troutman, were also in attendance. At the meeting, representatives of Wells Fargo Securities and members of Renovacor senior management provided the Renovacor board with an update as to the status of Renovacor’s preliminary long-term financial forecast to be provided to participants in Renovacor’s potential transaction process as part of the next round of the due diligence process. A representative of Troutman then reviewed with the Renovacor board the status of the auction draft merger agreement prepared by Troutman and the material terms proposed to be included in the draft merger agreement. The Renovacor board agreed that the auction draft merger agreement would be provided to Rocket, Party A and Party B on August 8, 2022 following review and discussion of the same with the Renovacor board and members of Renovacor’s senior management.

On August 3, 2022, representatives of Troutman distributed to the Renovacor board a draft merger agreement that contemplated, among other things, (i) a “no-shop” provision requiring Renovacor to cease solicitation of alternative proposals following the execution of the merger agreement, (ii) the ability of Renovacor to negotiate with counterparties in connection with a superior proposal and/or terminate the merger agreement to accept a superior proposal and (iii) a company termination fee equal to 2.0% of the transaction equity value. The draft merger agreement also provided, among other things, that the parties would not be permitted to consider the outcome of any preclinical or clinical data or the timing or results of any regulatory filings or approvals with respect to any of Renovacor’s product candidates in determining whether a “Company Material Adverse Effect” has occurred. During the course of that week, members of the Renovacor board and Renovacor management team reviewed the draft merger agreement and asked questions of Troutman regarding the same via email. Thereafter, on August 8, 2022, Wells Fargo Securities, on behalf of Renovacor, distributed the draft merger agreement to each of Rocket, Party A and Party B.

On August 8, 2022, Renovacor publicly announced its financial results for the three months ended June 30, 2022. The closing price per share of Renovacor common stock on NYSE on that day was $1.76, which represented a 79% decline from the closing price of $8.41 on September 2, 2022 (the day on which the SPAC Business Combination was consummated).

Also on August 8, 2022, Renovacor entered into a confidentiality agreement with Party E containing customary confidentiality provisions, a prohibition on the counterparty contacting debt or equity financing sources without Renovacor’s prior approval and a customary standstill provision. During the course of that week, Party E conducted due diligence that included access to the limited “first round” virtual data room, review of additional documentary materials, diligence sessions with members of Renovacor’s senior management and other customary due diligence. Neither value nor terms of a potential transaction were discussed during these diligence sessions.

On August 9, 2022, the Renovacor board held a virtual meeting at which representatives of Troutman and representatives of Wells Fargo Securities, as well as members of Renovacor’s senior management, were also in attendance. At the meeting, Wells Fargo Securities reviewed with the Renovacor board its financial analysis of Renovacor based on the long-range financial forecasts provided by Renovacor management, which included an analysis of the value of Renovacor’s discounted cash flows and an evaluation of the potential equity dilution to Renovacor stockholders as a result of a standalone financing strategy based on Renovacor’s long-term capital requirements.

On August 10, 2022, representatives of Party B’s financial advisor notified representatives of Wells Fargo Securities, on behalf of Renovacor, that Party B had made the decision to withdraw its participation in the potential transaction process, citing Party B’s desire to evaluate additional data from ongoing REN-001 preclinical studies data prior to proceeding with a potential transaction.

On August 16, 2022, representatives of Party E notified representatives of Wells Fargo Securities, on behalf of Renovacor, that Party E had decided to withdraw its participation in Renovacor’s potential transaction process, citing concerns about the scale of the commercial opportunity for REN-001.

On August 17, 2022, representatives of SVB Securities, at the direction of Rocket, distributed a markup of the proposed draft merger agreement to representatives of Wells Fargo Securities, on behalf of Renovacor. The revised draft of the merger agreement reflected, among other things, (i) a closing condition requiring Renovacor to have at least $40 million in net cash as of the closing of the transaction; (ii) a company termination fee equal to 4.0% of the transaction equity value; and (iii) a revised definition of “Company Material Adverse Effect” which permitted the parties to consider the outcome of Renovacor’s preclinical or clinical studies or the timing or results of regulatory filings or approvals for Renovacor’s product candidates in determining whether a “Company Material Adverse Effect” has occurred.

On August 18, 2022, after significant delay in responding to Wells Fargo Securities’ initial solicitation of interest in the potential transaction process, representatives of Party G notified representatives of Wells Fargo Securities that Party G was interested in participating in the potential transaction process and that it was prepared to move quickly in evaluating a potential transaction. Representatives of Wells Fargo Securities provided representatives of Party G with Renovacor’s draft form of confidentiality agreement, which contained customary confidentiality provisions, a prohibition on the counterparty contacting debt or equity financing sources without Renovacor’s prior approval and a customary standstill provision.

On August 19, 2022, Dr. Cook met virtually with the Chief Executive Officer of Party A, during which Party A’s Chief Executive Officer notified Dr. Cook that Party A would not be prepared to proceed with a potential transaction with Renovacor without reviewing the additional REN-001 preclinical study data expected to be available by the fourth quarter of 2022, and as a result, Party A had determined to withdraw from participating in the potential transaction process at this time.

On the morning of August 23, 2022, at Renovacor’s direction, representatives of Troutman and representatives of Wells Fargo Securities met with representatives of Goodwin Procter LLP (“Goodwin”), legal counsel to Rocket, and representatives of SVB Securities, on behalf of Rocket, by videoconference in order to review Renovacor’s initial responses to the markup of the draft merger agreement prepared by Goodwin.

Later that afternoon, the Renovacor board held a virtual meeting at which representatives of Troutman and representatives of Wells Fargo Securities, as well as members of Renovacor senior management, were also present. At the meeting, representatives of Wells Fargo Securities provided an update on the status of negotiations with each of the potential counterparties, including the recent withdrawals of Party A, Party B and Party E from participation in the potential transaction process and the potential participation by Party G. Representatives of Wells Fargo Securities then reviewed with the Renovacor board the analysis prepared by Wells Fargo Securities of strategic alternatives to a sale transaction, including capital raising and joint venture strategies. The Renovacor board met in executive session to discuss the timeline and potential risks and benefits of a potential transaction with Rocket as compared to other strategic alternatives.

On August 24, 2022, representatives of SVB Securities, at the direction of Rocket, distributed to representatives of Wells Fargo Securities, on behalf of Renovacor, a revised proposal to acquire Renovacor in a stock-for-stock transaction for an implied value of $2.60 per share of Renovacor common stock based on the last closing price of Rocket’s common stock as of the proposal date (the “August 24 Proposal”). The closing price per share of Renovacor common stock on NYSE on that day was $1.92. During the course of the day on August 25, 2022, the Renovacor transaction committee met virtually with members of Renovacor senior management to discuss the August 24 Proposal and potential alternatives to a transaction with Rocket. Representatives of Wells Fargo Securities and Troutman were present for such discussions.

Also on August 25, 2022, the Renovacor board held a virtual meeting at which members of Renovacor’s senior management, as well as a representative of Troutman and representatives of Wells Fargo Securities, were also present. At the meeting, representatives of Wells Fargo Securities reviewed with the Renovacor board the updated analysis prepared by Wells Fargo Securities of potential strategic alternatives to the potential transaction process and provided an update on the transaction process, including an overview of the August 24 Proposal and Rocket’s business and financial prospects. A representative of Troutman then led the Renovacor board in a discussion of its fiduciary duties in evaluating a potential transaction. The Renovacor board then discussed strategies for increasing the value of the August 24 Proposal and considerations for securing support for the transaction from Renovacor’s stockholders.

On August 26, 2022, the Renovacor board reconvened at a virtual meeting at which members of Renovacor’s senior management and representatives from each of Troutman and Wells Fargo Securities were also present. At the meeting, representatives of Wells Fargo Securities advised the Renovacor board concerning potential strategies towards improving the August 24 Proposal and a representative of Troutman again reviewed the Renovacor board’s fiduciary duties in considering a potential transaction. The Renovacor board then met in executive session to discuss a potential counteroffer to the August 24 Proposal and determined to propose a counteroffer to Rocket at an implied value of $3.50 per share of Renovacor common stock.

Later that evening on August 26, 2022, at Renovacor’s direction, representatives of Wells Fargo Securities met virtually with representatives of SVB Securities, on behalf of Rocket, during which representatives of Wells Fargo Securities conveyed Renovacor’s counterproposal of $3.50 per share, noting that the Renovacor board did not view the August 24 Proposal as providing adequate value to Renovacor’s stockholders. Representatives of SVB Securities requested that Wells Fargo Securities provide an issues list summarizing the open points in proposed draft merger agreement so that Rocket could respond to the counterproposal holistically.

On August 27, 2022, following virtual discussions with representatives of Troutman and members of Renovacor’s senior management the previous evening, representatives of Wells Fargo Securities, on behalf of

Renovacor, shared a list of the remaining significant issues in the negotiation of the merger agreement with SVB Securities, which included, among other things, the minimum net cash closing condition, the size of the company termination fee and the definition of “Company Material Adverse Effect.”

On August 29, 2022, representatives of Party G notified representatives of Wells Fargo Securities, on behalf of Renovacor, that Party G would not be willing to enter into a confidentiality agreement with Renovacor on the terms proposed in Renovacor’s draft confidentiality agreement and instead proposed that the parties enter into a confidentiality agreement using Party G’s standard form, which did not include a standstill provision. Due to Party G’s significant delay in initiating the process, the parties did not enter into a confidentiality agreement at this time and Renovacor did not engage in further discussions with Party G concerning a potential transaction.

Also on August 29, 2022, representatives of SVB Securities, at the direction of Rocket, held a virtual meeting with representatives of Wells Fargo Securities, on behalf of Renovacor, during which SVB Securities conveyed that Rocket had rejected Renovacor’s counterproposal and reiterated Rocket’s offer to acquire Renovacor for an implied value of $2.60 per share as set forth in the August 24 Proposal. Representatives of SVB Securities and Wells Fargo Securities agreed that Dr. Cook and Dr. Shah should meet to discuss potential cost savings in a manner that would allow Rocket to increase the value to Renovacor stockholders contemplated by the August 24 Proposal.

Later that day on August 29, 2022, following virtual discussions between representatives of Wells Fargo Securities and members of Renovacor senior management concerning the response from Rocket, the Renovacor board held a virtual meeting at which representatives of Troutman and members of Renovacor senior management were also in attendance. At the meeting, the Renovacor board discussed the status of negotiations with Rocket regarding the proposed transaction and directed Renovacor management to review its operating budget and develop a proposal for near-term cost savings for continued discussion with Rocket.

On August 30, 2022, the Renovacor board reconvened at a virtual meeting at which representatives of Troutman and members of Renovacor senior management were also in attendance. At the meeting, the Renovacor board continued to discuss the potential transaction with Rocket and strategies for increasing the value implied by the August 24 Proposal. The Renovacor board directed Renovacor senior management to provide Rocket with the updated operating budget to support an increase to the implied value of the August 24 Proposal.

Also on August 30, 2022, Dr. Cook met with Dr. Shah in person to discuss the cost savings to be reflected in the revised operating budget. Dr. Shah agreed to consider an increase to the value of the August 24 Proposal with the Rocket board based on the proposed cost-saving measures.

On September 1, 2022, on behalf of Renovacor, representatives of Wells Fargo Securities delivered to representatives of SVB Securities, on behalf of Rocket, Renovacor’s revised operating budget reflecting the proposed cost-saving measures. Also on September 1, 2022, members of Renovacor senior management met virtually with representatives of Wells Fargo Securities to discuss the revised operating budget and strategies for discussing the updates to the operating budget and the resulting impact on the transaction valuation with Rocket.

On September 2, 2022, members of Renovacor senior management and representatives of Wells Fargo Securities, on behalf of Renovacor, met virtually with members of Rocket senior management to review the updated operating budget provided by Renovacor. At the meeting, the parties agreed that Rocket would revert with an updated proposal to account for the increased forecasted cash balance reflected in the updated operating budget. Later that day, representatives of Wells Fargo Securities, on behalf of Renovacor, and representatives of SVB Securities, on behalf of Rocket, met to discuss the expectations of the parties regarding an updated proposal from Rocket. During that meeting, at the direction of Rocket, representatives of SVB Securities requested that Wells Fargo Securities arrange a meeting between Renovacor senior management and Rocket senior management to discuss employment matters related to the potential transaction.

On September 6, 2022, members of Renovacor senior management, including Dr. Cook, met virtually with members of Rocket senior management, including Dr. Shah, to discuss Renovacor’s employee base and Rocket’s anticipated employee transition plan in connection with a potential transaction between the parties. The parties did not discuss the value or terms of a potential transaction during this meeting.

Also on September 6, 2022, representatives of Troutman shared a revised draft of the merger agreement with representatives of Goodwin, which draft reflected, among other things, (i) the removal of the minimum net cash closing condition, which was replaced with an adjustment to the exchange ratio based on the relative valuations of

both companies to the extent that Renovacor’s closing net cash falls below $33 million; (ii) a company termination fee of 2.50% of the transaction equity value; and (iii) the reinstatement of Renovacor’s proposed language in the definition of “Company Material Adverse Effect” requiring that the results of any preclinical, nonclinical or clinical studies or the timing of filing any IND or other regulatory filing with respect to the Company’s products may not be considered in determining whether a “Company Material Adverse Effect” has occurred.

On September 9, 2022, representatives of SVB Securities, at the direction of Rocket, delivered an updated proposal to representatives of Wells Fargo Securities, on behalf of Renovacor, which improved the terms of the August 24 Proposal by including a mechanism to increase Renovacor’s valuation for purposes of calculating the exchange ratio by up to $3 million of the amount, if any, by which Renovacor’s closing net cash exceeds a proposed net cash target of $38 million (the “September 9 Proposal”).

Also on September 9, 2022, the Renovacor board held a virtual meeting at which members of Renovacor’s senior management and representatives of Troutman and Wells Fargo Securities were also present. Dr. Cook provided an update on discussions with Rocket regarding potential avenues towards improving the September 9 Proposal. The Renovacor board considered and discussed potential responses to Rocket, including proposing an adjustment of the exchange ratio at an implied value of $2.75 per share of Renovacor common stock if Renovacor’s closing net cash was at least $41 million, as well as potential proposals concerning the structuring of contingent value right (“CVR”) payments based on Renovacor’s preclinical and clinical pipeline milestones. The Renovacor board directed Wells Fargo Securities to prepare an analysis of potential CVR structures to be reviewed with the Renovacor board and Renovacor senior management at the next meeting of the Renovacor board.

Later that day on September 9, 2022, at the direction of Renovacor management, representatives of Wells Fargo Securities met virtually with representatives of SVB Securities, on behalf of Rocket, and proposed an adjustment to the terms of the September 9 Proposal such that the exchange ratio would be adjusted to an implied value of $2.75 per share if Renovacor’s closing net cash was at least $41 million. At the direction of Rocket, representatives of SVB Securities relayed that Rocket management had considered the proposed structure and would not agree to the proposal.

On September 10, 2022, Dr. Cook met virtually with Dr. Shah to discuss the potential terms of a CVR structure to improve the September 9 Proposal. Dr. Shah stated that Rocket may be open to considering a CVR option and invited Dr. Cook to make a formal CVR proposal.

On September 12, 2022, the Renovacor board reconvened at a virtual meeting at which members of Renovacor’s senior management and representatives of Troutman and Wells Fargo Securities were also present. At the meeting, representatives of Wells Fargo Securities presented an overview of the negotiations with Rocket to date as well as an analysis of potential CVR structures based on comparable CVR transactions in the biotechnology market. At the meeting, representatives of Wells Fargo Securities also noted that the September 9 Proposal implied an economic value that was equivalent to Renovacor’s latest counterproposal of an implied value of $2.75 per share if Renovacor delivers at least $41 million in net cash at closing. After deliberation and review of the analysis presented by Wells Fargo Securities, the Renovacor board met in executive session and determined that Renovacor should present Rocket with a proposal for a CVR providing for an additional $150 million in value upon receipt of FDA approval for REN-001 (the “CVR Proposal”). The Renovacor board directed Dr. Cook and Mr. Grossman to determine the best strategy for presenting the CVR Proposal to Rocket.

In the afternoon on September 12, 2022, Dr. Cook and Mr. Grossman met virtually to discuss the CVR Proposal and strategies for negotiating the same with Rocket. Dr. Cook subsequently presented the CVR Proposal to Dr. Shah telephonically. Later that evening, Dr. Shah informed Dr. Cook via teleconference that the Rocket board had rejected the CVR Proposal and stated that the September 9 Proposal was Rocket’s best and final offer.

On September 13, 2022, the Renovacor board held a virtual meeting at which members of Renovacor’s senior management and representatives of Wells Fargo Securities and Troutman were also present. At the meeting, the Renovacor board discussed the September 9 Proposal in light of other potential strategic alternatives and authorized Renovacor’s senior management to negotiate with Rocket towards a transaction on the basis of the September 9 Proposal.

Later that day, representatives of Goodwin sent a revised draft of the merger agreement to representatives of Troutman, which draft reflected, among other things, the terms of the September 9 Proposal, including (i) the inclusion of a mechanism for an increase to the exchange ratio if Renovacor’s net cash at the closing of the

proposed transaction exceeds the net cash target by up to $3 million; (ii) a proposed net cash target of $38 million, which would be calculated without reduction for up to $5 million of Renovacor’s transaction expenses and the amount of certain agreed-upon severance costs; and (iii) a company transaction fee of 3.50% of the transaction equity value. The revised draft accepted Renovacor’s previous proposal concerning the definition of “Company Material Adverse Effect.”

Over the course of the day on September 14, 2022, representatives of Troutman met virtually with members of Renovacor’s senior management to discuss the revised terms of the merger agreement and proposed responses to Rocket, including with respect to the evaluation of the proposed net cash target in light of Renovacor’s financial projections as of December 31, 2022 and into the first quarter of 2023. Also on September 14, 2022, representatives of Troutman met virtually with representatives of Goodwin to discuss Renovacor’s initial responses to the revised draft of the merger agreement prepared by Goodwin, as well as the analysis of both counsel regarding the necessity of seeking the approval of Rocket’s stockholders with respect to the transaction. Further on September 14, 2022, the compensation committee of the Renovacor board met virtually to discuss matters relating to employee retention arrangements, the treatment of Renovacor’s equity awards in the mergers, and certain related provisions of the merger agreement.

On September 15, 2022, Dr. Cook met telephonically with Dr. Shah to discuss the process for signing the definitive merger agreement during the week of September 19, 2022 if the remaining issues presented by the draft merger agreement could be resolved among the parties.

Also on September 15, 2022, representatives of Troutman sent a further revised draft of the merger agreement to representatives of Goodwin, which draft reflected, among other things, (i) a proposed net cash target of $32 million to account for the amount of Renovacor’s budgeted accrued expenses and short-term liabilities as of December 31, 2022; (ii) a mechanism to decrease the net cash target by an amount to be negotiated between the parties based on a daily cash burn rate following December 31, 2022; (iii) the ability for Renovacor to declare a dividend to its stockholders of the amount by which Renovacor’s closing net cash exceeds the net cash target by more than $3 million; and (iv) certain contractual provisions regarding Rocket’s solicitation of Rocket stockholder approval for the transaction, including a requirement that the Rocket board recommends (and does not withdraw) its recommendation to its stockholders in favor of the transaction and the payment of a termination fee to Renovacor if the Rocket stockholders do not approve the transaction or if the Rocket board withdraws its recommendation in favor of the transaction. Also on September 15, 2022, representatives of Troutman sent an initial draft of the Renovacor voting agreement to representatives of Goodwin, which the parties agreed would be entered into by Renovacor’s directors and executive officers as well as certain entities affiliated with members of the Renovacor board. For more information, please see “Renovacor Voting Agreement.”

On September 16, 2022, the Renovacor board met virtually to discuss the current status and timeline of the transaction negotiations and the open issues in the draft merger agreement. Also present at the meeting were representatives of Wells Fargo Securities and Troutman as well as members of Renovacor’s senior management. Following the meeting, the members of the Renovacor transaction committee met virtually to discuss the current open issues in the draft merger agreement. Over the course of the day, representatives of Troutman also met virtually with members of Renovacor senior management to discuss the open issues in the merger agreement. Later that day, representatives of Troutman and representatives of Goodwin met virtually to discuss the issues raised by Troutman’s latest draft of the merger agreement.

Throughout the day on September 17, 2022, members of the Renovacor transaction committee met virtually with representatives of Troutman to discuss the principal terms of the merger agreement, including with respect to the calculation of the exchange ratio and Renovacor’s projected cash burn rate through December 31, 2022. On the evening of September 17, 2022, representatives of Goodwin delivered a revised draft of the merger agreement to representatives of Troutman, which draft reflected, among other things, (i) a reversion to the proposed net cash target of $38 million, but the calculation of net cash would be structured such that net cash would not be reduced by the amount of Renovacor’s budgeted accrued expenses and short-term liabilities estimated as of December 31, 2022; (ii) removal of Renovacor’s ability to make dividends to Renovacor stockholders in the amount by which Renovacor’s closing net cash exceeds the net cash target by more than $3 million; and (iii) certain changes to the contractual provisions regarding the Rocket stockholder approval, including and the removal of the requirement for Rocket to pay a termination fee to Renovacor if the Rocket stockholders fail to approve the transaction.

On the morning of September 18, 2022, at the direction of Rocket, representatives of SVB Securities delivered feedback to representatives of Wells Fargo Securities by videoconference to the effect that in response to feedback from the Rocket board and in light of recent challenges related to the transaction, including the recent decline in Rocket’s stock price, Rocket was proposing a change to the September 9 Proposal to the effect that the exchange ratio would be subject to adjustment at the closing of the proposed transaction such that the value of shares of Rocket common stock to be delivered to Renovacor stockholders at the closing of the proposed transaction would be capped at an implied value of $2.60 per share of Renovacor common stock (with no corresponding adjustment in the event of a decrease to the implied value of Renovacor common stock below $2.60 per share) based on the price of Rocket’s common stock as of immediately prior to the closing of the proposed transaction (the “Revised Proposal”). Over the course of the day, representatives of Troutman and representatives of Wells Fargo Securities discussed the Revised Proposal and potential responses telephonically and by videoconference with members of Renovacor’s senior management and with SVB Securities.

In the afternoon of September 18, 2022, Dr. Cook met virtually with Dr. Shah to discuss the terms of the Revised Proposal. Dr. Cook stated that the terms of the Revised Proposal were not feasible and expressed frustration on the part of Renovacor’s senior management in response to the unexpected and material change in the terms of Rocket’s proposal. Dr. Shah and Dr. Cook agreed that representatives of Wells Fargo Securities and SVB Securities should collaborate to identify a scenario that would resolve the concerns of the Rocket board and Dr. Shah requested that Renovacor make a counterproposal.

In the evening of September 18, 2022, following further discussion telephonically and by videoconference among members of Renovacor senior management and representatives of Troutman and Wells Fargo Securities regarding alternative methodologies for calculating the proposed exchange ratio, representatives of Wells Fargo Securities notified representatives of SVB Securities, on behalf of Rocket, that Renovacor would not accept the Revised Proposal, but would be willing to proceed with a transaction based on the September 9 Proposal and assuming a value of shares of Rocket common stock based on the volume weighted average trading price of Rocket’s common stock for the thirty (30) trading day period through and including the execution date of the merger agreement (the “Final Proposal”).

On the morning of September 19, 2022, at the direction of Rocket, representatives of SVB Securities notified representatives of Wells Fargo Securities that Rocket was willing to proceed with a transaction upon the terms of the Final Proposal. Over the course of the morning, representatives of Wells Fargo Securities and representatives of Troutman met telephonically and by videoconference with members of Renovacor senior management to discuss the open issues in the merger agreement as well as the proposed timeline for finalizing the definitive transaction agreements and entering into the merger agreement. Also on the morning of September 19, 2022, representatives of Goodwin sent representatives of Troutman a revised draft of the Renovacor voting agreement, which was in a form substantially acceptable to Renovacor. That afternoon, representatives of Goodwin and representatives of Troutman prepared and exchanged comments on the draft Rocket voting agreement, which the parties agreed would be entered into by directors and executive officers of Rocket as well as RTW Investments, as a significant stockholder of Rocket.

In the early afternoon of September 19, 2022, the Renovacor board held a virtual meeting at which members of Renovacor senior management and representatives of Wells Fargo Securities and Troutman were also present to discuss the Final Proposal and the current status of the negotiation of the merger agreement, including Rocket’s rejection of Renovacor’s ability to dividend to its stockholders the amount by which Renovacor’s closing net cash exceeds the net cash target by more than $3 million. After discussion, the Renovacor board directed Renovacor’s management to finalize the terms of the merger agreement on the basis of the Final Proposal.

Later in the afternoon of September 19, 2022, representatives of Troutman delivered a revised draft of the merger agreement to representatives of Goodwin, reflecting a requirement that Rocket reimburse Renovacor for up to $750,000 of its transaction expenses if the Rocket stockholders fail to approve the merger agreement. Also that afternoon, Dr. Cook and Dr. Shah met virtually to discuss and agree to a resolution of certain other outstanding items in the draft merger agreement. Over the course of that afternoon and evening, representatives of Troutman and Goodwin engaged in discussions telephonically and by videoconference and exchanged comments to the draft merger agreement.

In the evening of September 19, 2022, the Renovacor board held another virtual meeting, at which representatives of Wells Fargo Securities and representatives of Troutman, as well as members of Renovacor’s senior management, were also present. At the meeting, at the request of the Renovacor board, representatives of

Wells Fargo Securities reviewed the financial analysis performed by Wells Fargo Securities of the exchange ratio and rendered to the Renovacor board an oral opinion, subsequently confirmed by delivery of a written opinion dated September 19, 2022, to the effect that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and limitations upon the review undertaken in preparing its opinion, the consideration to be received pursuant to the merger agreement by the holders of Renovacor’s common stock was fair, from a financial point of view, to such holders. For a detailed discussion of Wells Fargo Securities’ opinion, please see the heading titled “—Opinion of Renovacor’s Financial Advisor.” The written opinion delivered by Wells Fargo Securities is attached to this Joint Proxy Statement as Annex C. Representatives of Troutman then summarized the material terms of the draft merger agreement, including updates since the Renovacor board met earlier that afternoon. Following additional discussion and consideration of the merger agreement and the Final Proposal (including the factors described in “—Reasons for the Recommendation of the Renovacor Board”), the Renovacor board unanimously (i) determined that the merger agreement and the transactions contemplated thereby on the terms and subject to the conditions contained therein are advisable, fair to and in the best interests of Renovacor and its stockholders; (ii) approved and deemed advisable the execution and delivery of the merger agreement, the performance by Renovacor of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby; and (iii) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Renovacor’s stockholders and resolved to recommend that Renovacor’s stockholders adopt the merger agreement. Thereafter, late in the evening of September 19, 2022, Renovacor and Rocket entered into the merger agreement. Simultaneously, Rocket entered into the Renovacor voting agreements and Renovacor entered into the Rocket voting agreements.

Also on the evening of September 19, 2022, the Rocket board (i) approved the execution and delivery of the merger agreement, the performance by Rocket of its covenants and agreements contained therein and the consummation of the transactions contemplated by the merger agreement, including the mergers, and the issuance of shares of Rocket common stock in connection therewith and (ii) directed that the Rocket share issuance be submitted to a vote at a meeting of Rocket’s stockholders and resolved to recommend that Rocket’s stockholders approve the Rocket share issuance.

Before the opening of trading of the U.S. stock markets on September 20, 2022, Rocket and Renovacor issued a joint press release announcing the execution of the merger agreement.

The Rocket board held a meeting on September 19, 2022, at which the Rocket board: (i) approved the execution and delivery of the merger agreement, the performance by Rocket of its covenants and agreements contained therein and the consummation of the contemplated transactions, including the mergers, and the issuance of Rocket common stock in connection therewith, each on the terms and subject to the conditions set forth therein, and (ii) directed that the issuance of the Rocket common stock be submitted to a vote at a meeting of the stockholders of Rocket, including without limitation for purposes of approval under Nasdaq Listing Rule 5635(a)(2) recommended that Rocket’s stockholders approve such issuance.

The Rocket board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other countervailing factors in its deliberations concerning the mergers and the merger agreement, including the following (not necessarily in order of relative importance):

The foregoing discussion of factors considered by the Rocket board is not intended to be exhaustive, but rather, includes material factors considered by the Rocket board. In reaching its decision to approve the merger agreement, the Rocket board did not quantify or assign relative weights to the factors considered, and individual directors may have given different weights to different factors. The Rocket board considered all of the factors set forth above as a whole, and overall concluded the factors to be favorable and supportive of the determination of the Rocket board.

The Rocket board recommends that you vote “FOR” the Rocket share issuance proposal. The Rocket board also recommends that you vote “FOR” the Rocket adjournment proposal.

In considering the recommendation of the Rocket board with respect to Rocket share issuance, Rocket stockholders should note that Rocket directors and executive officers have certain interests in the mergers that may be different from, or in addition to, the interests of stockholders of Rocket generally. The Rocket board was aware of these interests and considered them, among other matters, in approving the mergers and the merger agreement. For more information, please see the section titled “The Mergers—Interests of Rocket’s Directors and Executive Officers in the Mergers.”

The Rocket board recommends that you vote “FOR” the Rocket share issuance proposal. The Rocket board also recommends that you vote “FOR” the Rocket adjournment proposal.

In considering the recommendation of the Rocket board with respect to adoption of the merger agreement, Rocket stockholders should note that Renovacor directors and executive officers have certain interests in the mergers that may be different from, or in addition to, the interests of stockholders of Rocket generally. The Rocket board was aware of these interests and considered them, among other matters, in approving the mergers and the merger agreement. For more information, please see the section titled “Interests of Rocket’s Directors and Executive Officers in the Mergers.”

The Renovacor board held a meeting on September 19, 2022, at which the Renovacor board unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, on the terms and subject to the conditions contained therein, are advisable, fair to and in the best interests of Renovacor and its stockholders; (ii) approved and deemed advisable the execution and delivery of the merger agreement, the performance by Renovacor of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the mergers; and (iii) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Renovacor stockholders and resolved to recommend that Renovacor stockholders adopt the merger agreement.

In evaluating the mergers, the Renovacor board consulted with Renovacor’s management and legal and financial advisors and, in reaching its determinations, the Renovacor board considered a number of factors, including the following material factors (not necessarily in order of importance) which they viewed as supporting its unanimous decision to approve the merger agreement:

The Renovacor board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other countervailing factors in its deliberations concerning the mergers and the merger agreement, including the following (not necessarily in order of relative importance):

The foregoing discussion of factors considered by the Renovacor board is not intended to be exhaustive, but rather, includes material factors considered by the Renovacor board. In reaching its decision to approve the merger agreement, the Renovacor board did not quantify or assign relative weights to the factors considered, and individual directors may have given different weights to different factors. The Renovacor board considered all of the factors set forth above as a whole, and overall concluded the factors to be favorable and supportive of the determination of the Renovacor board.

The Renovacor board unanimously recommends that you vote “FOR” the Renovacor merger proposal. The Renovacor board also recommends that you vote “FOR” the Renovacor adjournment proposal.

In considering the recommendation of the Renovacor board with respect to adoption of the merger agreement, Renovacor stockholders should note that Renovacor directors and executive officers have certain interests in the mergers that may be different from, or in addition to, the interests of stockholders of Renovacor generally. The Renovacor board was aware of these interests and considered them, among other matters, in approving the mergers and the merger agreement. For more information, please see the section titled “Interests of Renovacor’s Directors and Executive Officers in the Mergers.”

Rocket retained SVB Securities LLC, (“SVB Securities”), as its financial advisor in connection with the mergers and the other transactions contemplated by the merger agreement (which are referred to in this section as the transactions). In connection with this engagement, the Rocket board requested that SVB Securities evaluate the fairness, from a financial point of view to Rocket of the exchange ratio proposed to be paid by Rocket pursuant to the terms of the merger agreement. On September 19, 2022, SVB Securities rendered to the Rocket board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated September 19, 2022, that, as of such date and based upon and subject to the various assumptions made, and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its opinion, the exchange ratio proposed to be paid by Rocket pursuant to the terms of the merger agreement was fair, from a financial point of view, to Rocket. In providing its opinion, SVB Securities noted that the exchange ratio is subject to certain adjustments set forth in the merger agreement, and SVB Securities expressed no opinion as to any such adjustments.

The full text of the written opinion of SVB Securities, dated September 19, 2022, which describes the assumptions made and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the written opinion of SVB Securities set forth below is qualified in its entirety by the full text of the written opinion attached hereto as Annex B. SVB Securities’ financial advisory services and opinion were provided

for the information and assistance of the Rocket board (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Rocket board’s consideration of the merger and the opinion of SVB Securities addressed only the fairness, from a financial point of view, as of the date thereof, to Rocket of the exchange ratio proposed to be paid by Rocket pursuant to the terms of the merger agreement. The opinion of SVB Securities did not address any other term or aspect of the merger agreement or the transactions and does not constitute a recommendation to any stockholder of Rocket as to whether or how such holder should vote with respect to the transactions or otherwise act with respect to the transactions or any other matter.

The full text of the written opinion of SVB Securities should be read carefully in its entirety for a description of the assumptions made and the qualifications and limitations upon the review undertaken by SVB Securities in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, SVB Securities reviewed, among other things:

SVB Securities also conducted discussions with members of the senior management of Rocket and Renovacor and their respective advisors and representatives regarding the internal data as well as the past and current business, operations, financial condition and prospects of each of Rocket and Renovacor. In addition, SVB Securities reviewed certain financial data for Renovacor and compared that data to similar publicly available market, financial and other data for certain other companies, the securities of which are publicly traded, that SVB Securities believed to be comparable in certain respects to Renovacor. SVB Securities also conducted such other financial studies and analyses and took into account such other information as SVB Securities deemed appropriate.

SVB Securities assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by SVB Securities for purposes of its opinion and, with Rocket’s consent, SVB Securities relied upon such information as being complete and accurate. In that regard, SVB Securities was advised by Rocket, and assumed, at Rocket’s direction, that the internal data (including, without limitation, the Rocket adjusted Renovacor management projections) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Rocket and Renovacor as to the matters covered thereby and SVB Securities relied, at Rocket’s direction, on the internal data for purposes of SVB Securities’ analysis and its opinion. SVB Securities expressed no view or opinion as to the internal data (including, without limitation, the Rocket adjusted Renovacor management projections) or the assumptions on which they were based. In addition, at Rocket’s direction, SVB Securities did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Rocket or Renovacor, nor was SVB Securities furnished with any such evaluation or appraisal, and SVB Securities was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Rocket or Renovacor.

SVB Securities assumed, at Rocket’s direction, that the final executed merger agreement would not differ in any respect material to SVB Securities’ analysis or its opinion from the last draft of the merger agreement reviewed by SVB Securities. SVB Securities also assumed, at Rocket’s direction, that the representations and warranties made by Renovacor, Rocket and the Merger Subs in the merger agreement were and would continue to be true and correct in all respects material to SVB Securities’ analysis. Furthermore, SVB Securities assumed, at Rocket’s direction, that the transactions would be consummated on the terms set forth in the merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to SVB Securities’ analysis or SVB Securities’ opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transactions, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to SVB Securities’ analysis or SVB Securities’ opinion. SVB Securities did not evaluate and did not express any opinion as to the solvency or fair value of Rocket or Renovacor, or their respective abilities to pay their obligations when they come due, or as to the impact of the transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency, or similar matters. SVB Securities is not a legal, regulatory, tax or accounting advisor, and SVB Securities expressed no opinion as to any legal, regulatory tax or accounting matters. SVB Securities expressed no view or opinion as to the price or range of prices at which the shares of stock or other securities or instruments of Rocket, Renovacor, or any third party may trade at any time, including subsequent to the announcement or consummation of the transaction.

The opinion of SVB Securities expressed no view as to, and did not address, Rocket’s underlying business decision to proceed with or effect the transaction, or the relative merits of the transaction as compared to any alternative business strategies or transactions that might be available to Rocket or in which Rocket might engage. The opinion of SVB Securities was limited to and addressed only the fairness, from a financial point of view, as of the date of its opinion, to Rocket of the exchange ratio proposed to be paid by Rocket pursuant to the terms of the merger agreement. SVB Securities was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the other transactions contemplated by the merger agreement, including, without limitation, the structure or form of the transaction, or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the transaction, including, without limitation, the fairness of the transaction or any other term or aspect of the transaction to, or any consideration to be received in connection therewith by, or the impact of the transaction on, the holders of any class of securities, creditors or other constituencies of Rocket, Renovacor or any other party. In addition, SVB Securities expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Rocket, Renovacor or any other party, or class of such persons in connection with the transaction, whether relative to the exchange ratio to be paid by Rocket pursuant to the terms of the merger agreement or otherwise. The opinion of SVB Securities was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to SVB Securities as of, the date of its written opinion, and SVB Securities does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of its opinion. SVB Securities’ opinion does not constitute a recommendation to any stockholder of Rocket as to whether or how such stockholder should vote with respect to the transaction or otherwise act with respect to the transaction or any other matter.

SVB Securities’ financial advisory services and its opinion were provided for the information and assistance of the Rocket board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction. SVB Securities’ opinion was authorized by the SVB Securities LLC Fairness Opinion Review Committee.

The following is a summary of the material financial analyses prepared by SVB Securities and reviewed with the Rocket board in connection its opinion, which was delivered orally to the Rocket board on September 19, 2022 and subsequently confirmed in its written opinion, dated September 19, 2022. For purposes of the analyses described below, SVB Securities was directed to rely upon the internal data, including the Rocket adjusted Renovacor management projections. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, SVB

Securities, nor does the order of the analyses described below represent the relative importance or weight given to those analyses by SVB Securities. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. In arriving at its opinion, SVB Securities did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Accordingly, SVB Securities believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying SVB Securities’ financial analyses and its opinion.

SVB Securities may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be the view of SVB Securities as to the actual value of Renovacor. In its analyses, SVB Securities made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Rocket, Renovacor or any other parties to the transaction. None of Rocket, Renovacor, the Merger Subs, SVB Securities or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Rocket or Renovacor do not purport to be appraisals or reflect the prices at which these companies may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 19, 2022 and is not necessarily indicative of current market conditions.

SVB Securities’ financial analyses and opinion were only one of many factors taken into consideration by the Rocket board in its evaluation of the transaction, as described under “The Merger—Recommendation of the Rocket Board and its Reasons for the Transaction.” Consequently, the analyses described below should not be viewed as determinative of the views of the Rocket board or management of Rocket with respect to exchange ratio or as to whether the Rocket board would have been willing to determine that a different exchange ratio was fair. The exchange ratio, as well as the type of consideration payable in the transaction, was determined through arm’s-length negotiations between Rocket and Renovacor and was approved by the Rocket board. SVB Securities provided advice to Rocket during these negotiations. However, SVB Securities did not recommend any specific exchange ratio or other financial terms to Rocket or the Rocket board or that any specific exchange ratio or other financial terms constituted the only appropriate consideration for the merger.

In preparing its analysis, SVB Securities took into account that the exchange ratio contained in the merger agreement is calculated by: (i) attributing a value of $57,795,486 to Renovacor (the “Company Valuation” as defined in the merger agreement), (ii) dividing this stated Company Valuation by “Company Outstanding Shares”, meaning the total number of Renovacor shares outstanding expressed on a fully diluted basis, assuming the issuance of the Renovacor earnout shares and all Renovacor shares in respect of all outstanding options, time-vesting RSUs and pre-funded warrants, but excluding any Renovacor shares underlying the public warrants or the private warrants, to arrive at a “Company Per Share Value” for Renovacor, (iii) attributing a stated “Parent Valuation Price” for Rocket of $15.51 per share based on the volume weighted average trading price of Rocket shares of $15.51 for the 30 trading days through and including September 19, 2022, and (iv) arriving at an exchange ratio based on the quotient of Company Per Share Value and Parent Valuation Price subject to certain adjustments relating to net cash held by Renovacor at closing set forth in the merger agreement. SVB Securities expressed no opinion as to any such adjustments.

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors, and then adding the present value equivalent of the terminal value of the business at the end of the applicable projection period. SVB Securities performed a discounted cash flow analysis to calculate the estimated present value of the stand-alone, unlevered,

risk adjusted, after-tax free cash flows that Renovacor was forecasted to generate from January 1, 2023 through December 31, 2040, which unlevered, risk adjusted, after-tax free cash flows were derived from the Rocket adjusted Renovacor management projections on which SVB Securities relied. SVB Securities estimated the net present value of unlevered, risk adjusted, after-tax free flows after fiscal year 2040 by assuming an annual decline of 20% of such cash flows in perpetuity, at the direction of Rocket management. These cash flows were discounted to present value as of January 1, 2023, using a discount rate ranging from 11.5% to 13.5%, determined based on SVB Securities’ professional judgment and experience, and adjusted for an estimated net cash balance of $38 million as of December 31, 2022 as provided by management of Renovacor.

This analysis resulted in an implied per share value for Renovacor of approximately $13.00 to $15.95 and a corresponding implied exchange ratio of approximately 0.8382x to 1.0284x.

Market Data

SVB Securities also observed certain market data relating to historical trading prices of Renovacor and historical exchange ratio data:

Selected Publicly Traded Companies Analysis

As additional factors not part of its financial analysis but noted for reference purposes, SVB Securities reviewed publicly available information relating to the market capitalization of certain U.S.-listed publicly traded biopharmaceutical companies focused on adeno-associated virus-based gene therapies, selected based on SVB Securities’ professional judgment and experience. SVB Securities noted that although such companies had certain financial and operating characteristics that could be considered similar to those of Renovacor, none of the companies had the same management, make-up, technology, size or mix of businesses as Renovacor and, accordingly, there were inherent limitations on the applicability of such companies to the valuation analysis of Renovacor.

SVB Securities calculated the aggregate enterprise value of each of the selected companies based upon the closing price of the common stock of each on September 19, 2022 and the fully-diluted number of shares outstanding, using the treasury stock method. These values were adjusted for Renovacor’s estimated net cash balance of $38 million as of December 31, 2022, to arrive at a range of implied equity values. Using the 25th and 75th percentiles of the resultant range of equity values, SVB Securities derived a per share value of approximately $0.90 to $1.15 for Renovacor. SVB Securities noted, for reference purposes, that this derived per share value range implied an exchange ratio range, based on a Rocket share price of $15.51 as stated in the merger agreement, of approximately 0.0741x to 0.0580x.

SVB Securities LLC is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In the ordinary course of business, SVB Securities and its affiliates have in the past provided, currently are providing and may in the future provide investment banking and commercial banking services to Rocket, Renovacor or their respective affiliates and have received and would expect to receive customary fees for the rendering of such services. In the ordinary course of our business, SVB Securities or its affiliates have in the past and may in the future hold positions, for its own account or the accounts of its customers, in equity, debt or other securities of Rocket, Renovacor or their respective affiliates.

Consistent with applicable legal and regulatory requirements, SVB Securities has adopted policies and procedures to establish and maintain the independence of its research department and personnel. As a result, SVB Securities’ research analysts may hold views, make statements or investment recommendations and/or

publish research reports with respect to Rocket, Renovacor and the transaction and other participants in the transaction that differ from the views of SVB Securities’ investment banking personnel.

The Rocket board selected SVB Securities to act as Rocket’s financial advisor in connection with the transaction based on SVB Securities’ qualifications, reputation, experience and expertise in the biopharmaceutical industry, its knowledge of and involvement in recent transactions in the biopharmaceutical industry and its relationship and familiarity with Rocket and its business. SVB Securities is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transaction.

In connection with SVB Securities’ services as financial advisor to Rocket, Rocket has agreed to pay SVB Securities an aggregate fee of $1.8 million, $750,000 of which became payable upon the rendering by SVB Securities of the opinion on September 19, 2022 and the remainder of which is payable contingent upon consummation of the transaction. In addition, Rocket has agreed to reimburse certain of SVB Securities’ expenses arising, and to indemnify SVB Securities against certain liabilities that may arise, out of SVB Securities’ engagement. The terms of the fee arrangement between SVB Securities and Rocket, which are customary in transactions of this nature, were negotiated at arm’s length between SVB Securities and Rocket, and the Rocket board was aware of the arrangement, including the fact that a significant portion of the fee payable to SVB Securities is contingent upon the completion of the transaction.

Pursuant to an engagement letter dated August 10, 2022, Renovacor retained Wells Fargo Securities as the financial advisor to the Renovacor board in connection with a review of the potential transaction with Rocket.

On September 19, 2022, Wells Fargo Securities rendered its oral opinion to the Renovacor board, which was subsequently confirmed in writing by delivery of Wells Fargo Securities’ written opinion dated the same date, that, as of September 19, 2022, the exchange ratio in the proposed mergers was fair, from a financial point of view, to the holders of Renovacor common stock.

Wells Fargo Securities’ opinion was for the information and use of the Renovacor board (in its capacity as such) in connection with its evaluation of the proposed mergers. Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view, to the holders of Renovacor common stock, of the exchange ratio in the proposed mergers and did not address any other aspect or implication of the proposed mergers. The summary of Wells Fargo Securities’ opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in connection with the preparation of its opinion. However, neither Wells Fargo Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation to the Renovacor board or any holder of Renovacor common stock as to how such holder should vote or act on any matter relating to the proposed mergers.

In arriving at its opinion, Wells Fargo Securities, among other things:

In giving its opinion, Wells Fargo Securities assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo Securities by Renovacor or otherwise reviewed by Wells Fargo Securities. Wells Fargo Securities did not independently verify any such information, and pursuant to the terms of Wells Fargo Securities’ engagement by Renovacor, Wells Fargo Securities did not assume any obligation to undertake any such independent verification. In relying on the Renovacor probability adjusted management projections, Wells Fargo Securities assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of management as to the future performance and financial condition of Renovacor, and that the estimated tax assets and estimated tax savings were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Renovacor as to Renovacor’s net operating loss tax carryforwards and Renovacor’s ability to utilize those estimated tax assets to achieve future tax savings on a standalone basis. Wells Fargo Securities expressed no view or opinion with respect to the Renovacor probability adjusted management projections and the estimated tax savings or the assumptions upon which they are based. At the direction of Renovacor, Wells Fargo Securities assumed that the exchange ratio as calculated in accordance with the terms of the merger agreement is 0.1676x. Wells Fargo Securities assumed that any representations and warranties made by Renovacor and Rocket in the merger agreement or in other agreements relating to the proposed mergers were true and accurate in all respects that are material to its analysis.

The projections furnished to Wells Fargo Securities were prepared by Renovacor’s management, as discussed more fully under the section entitled “The Mergers—Summary of Certain Renovacor Unaudited Prospective Financial Information.” Renovacor does not publicly disclose internal management projections of the type provided to Wells Fargo Securities in connection with Wells Fargo Securities’ analysis of the proposed mergers, and the Renovacor probability adjusted management projections were not prepared with a view toward public disclosure. The Renovacor probability adjusted management projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in the Renovacor probability adjusted management projections. For more information regarding the use of the Renovacor probability adjusted management projections, please refer to the section entitled “The Mergers—Summary of Certain Renovacor Unaudited Prospective Financial Information.”

For purposes of its analyses and opinion, Wells Fargo Securities assumed that, for U.S. federal income tax purposes, the proposed mergers will qualify as a “reorganization” within the meaning of Section 368 of the Code. Wells Fargo Securities also assumed that the proposed mergers will have the tax consequences described in discussions with, and materials provided to Wells Fargo Securities by, Renovacor and its representatives. Wells Fargo Securities also assumed that, in the course of obtaining any regulatory or third-party consents, approvals or agreements in connection with the proposed mergers, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Renovacor, Rocket or the contemplated benefits of the proposed mergers. Wells Fargo Securities also assumed that the proposed mergers will be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the merger agreement without waiver, modification or amendment of any term, condition or agreement thereof that is material to its analyses or opinion and that the final form of the merger agreement would not differ from the draft reviewed by Wells Fargo Securities in any respect material to its analyses or opinion. In addition, Wells Fargo Securities did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of Renovacor or Rocket, nor was Wells Fargo Securities furnished with any such evaluations or appraisals. Wells Fargo Securities did not evaluate the solvency of Renovacor or Rocket under any state or federal laws relating to bankruptcy, insolvency or similar matters. Wells Fargo Securities further assumed that the final form of the merger agreement, when executed by the parties thereto, would conform to the draft reviewed by Wells Fargo Securities in all respects material to its analyses and opinion.

Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view, of the exchange ratio to the holders of Renovacor common stock in the proposed mergers, and Wells Fargo Securities expressed no opinion as to the fairness of any consideration paid in connection with the proposed mergers to the holders of any other class of securities, creditors or other constituencies of Renovacor. Furthermore, Wells Fargo Securities expressed no opinion as to any other aspect or implication (financial or otherwise) of the proposed mergers, or any other agreement, arrangement or understanding entered into in connection with the proposed mergers or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the proposed mergers, or class of such persons, relative to the exchange ratio or otherwise. Furthermore, Wells Fargo Securities did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice and has relied upon the assessments of Renovacor and its advisors with respect to such advice.

Wells Fargo Securities’ opinion was necessarily based upon information made available to Wells Fargo Securities as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Wells Fargo Securities did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion, notwithstanding that any such subsequent developments may affect its opinion. Wells Fargo Securities’ opinion did not address the relative merits of the proposed mergers as compared to any alternative transactions or strategies that might have been available to Renovacor, nor did it address the underlying business decision of the Renovacor board to proceed with or effect the proposed mergers. Wells Fargo Securities did not express any opinion as to the price at which Renovacor common stock or Rocket common stock may be traded at any time.

In preparing its opinion to the Renovacor board, Wells Fargo Securities performed a variety of analyses, including as described below. The summary of Wells Fargo Securities’ analyses is not a complete description of the analyses underlying Wells Fargo Securities’ opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Wells Fargo Securities’ opinion nor its underlying analyses is readily susceptible to summary description. Wells Fargo Securities arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, Wells Fargo Securities believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Wells Fargo Securities’ analyses and opinion.

In performing its analyses, Wells Fargo Securities considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. Evaluation of the results of those analyses is not entirely mathematical. The financial analyses performed by Wells Fargo Securities were performed for analytical purposes only and are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Renovacor.

While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Wells Fargo Securities did not make separate or quantifiable judgments regarding individual analyses. Much of the information used in, and accordingly the results of, Wells Fargo Securities’ analyses are inherently subject to substantial uncertainty.

Wells Fargo Securities’ opinion was only one of many factors considered by the Renovacor board in evaluating the proposed mergers. Neither Wells Fargo Securities’ opinion nor its analyses were determinative of the exchange ratio or of the views of the Renovacor board or management with respect to the proposed mergers or the exchange ratio. The type and amount of consideration payable in the proposed mergers were determined through negotiations between Renovacor and Rocket, and the decision to enter into the merger agreement was solely that of the Renovacor board.

The following is a summary of the material financial analysis performed by Wells Fargo Securities in connection with the preparation of its opinion rendered to, and reviewed with, the Renovacor board on September 19, 2022. The analysis summarized below include information presented in tabular format. The table alone does not constitute a complete description of the analyses. Considering the data in the table below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions made, procedures followed, matters considered and limitations and qualifications affecting, each analysis, could create an incomplete view of Wells Fargo Securities’ analyses.

Wells Fargo Securities performed a discounted cash flow analysis for Renovacor by calculating the estimated net present value (as of September 30, 2022) of the projected unlevered free cash flows of Renovacor for the three months ending December 31, 2022 through the year ending December 31, 2040, based on the Renovacor probability adjusted management projections (for more information, please refer to the section entitled “The Mergers—Summary of Certain Renovacor Unaudited Prospective Financial Information”), which was provided by the management of Renovacor and discussed with the Renovacor board for use by Wells Fargo Securities in connection with its financial analyses. Unlevered free cash flows were calculated as EBITDA less cash taxes, capital expenditures and changes in net working capital.

Wells Fargo Securities applied an annual reduction to cash flows of 10-20% per year through 2055 to determine the terminal value, based on guidance from the management of Renovacor. Wells Fargo Securities then applied discount rates ranging from 16.0% to 18.0%.

The discounted cash flow analysis indicated the following implied per share equity value reference range for Renovacor common stock:

The implied per share equity value reference range was then compared to (i) the closing price per share of Renovacor common stock of $1.90 on September 19, 2022, the date of the written opinion of Wells Fargo Securities, and (ii) the implied current offer price of $2.34, based on the closing price per share of Rocket common stock of $13.97 on September 19, 2022, the date of the written opinion of Wells Fargo Securities, and the assumed exchange ratio of 0.1676x.

Wells Fargo Securities is a trade name of Wells Fargo Securities, LLC, an investment banking subsidiary and affiliate of Wells Fargo & Company. Renovacor retained Wells Fargo Securities as its financial advisor in connection with the proposed mergers based on Wells Fargo Securities’ experience and reputation. Wells Fargo Securities is regularly engaged to provide investment banking and financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Renovacor has agreed to pay Wells Fargo Securities an aggregate fee currently estimated to be approximately $3 million, $1 million of which became payable to Wells Fargo Securities upon execution of the merger agreement on September 19, 2022, and the remainder of which is contingent and payable upon the consummation of the proposed mergers. In addition, Renovacor has agreed to reimburse Wells Fargo Securities for certain expenses and to indemnify Wells Fargo Securities and certain related parties against certain liabilities and other items that may arise out of or relate to Wells Fargo Securities’ engagement. The issuance of Wells Fargo Securities’ opinion was approved by an authorized committee of Wells Fargo Securities.

Wells Fargo Securities and its affiliates provide a wide range of investment and commercial banking advice and services, including financial advisory services, securities underwritings and placements, securities sales and trading, brokerage advice and services, and commercial loans. During the two years preceding the date of Wells Fargo Securities’ written opinion, Wells Fargo Securities and its affiliates had no material investment, commercial banking or financial advisory relationships with Renovacor or Rocket. Wells Fargo Securities and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Renovacor and Rocket. In the ordinary course of business, Wells Fargo Securities and its affiliates may trade or otherwise effect transactions in the securities or other financial instruments (including bank loans or other obligations) of Renovacor, Rocket and certain of their

respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or financial instruments. Wells Fargo Securities and its affiliates have adopted policies and procedures designed to preserve the independence of their research and credit analysts whose views may differ from those of the members of the team of investment banking professionals involved in preparing Wells Fargo Securities’ opinion.

Renovacor does not as a matter of course make public long-term forecasts or internal projections as to future performance, revenues, production, earnings or other results due to, among other reasons, the inherent unpredictability and uncertainty of the underlying assumptions, estimates and projections. As a result, Renovacor does not endorse the unaudited prospective financial information as a reliable indication of future results. Please see the risk factor “Financial projections regarding Renovacor may not prove accurate” in the section entitled “Risk Factors.” Moreover, Renovacor’s internally prepared unaudited prospective financial information presented below was based on estimates, assumptions and judgments made by Renovacor management at the respective time of its preparation and speak only as of such time. Except as required by law, Renovacor has no obligation to update the unaudited prospective financial information included in this section and does not intend to do so. The unaudited prospective financial information concerning Renovacor on a standalone basis, without giving effect to the mergers, was prepared by Renovacor management (except to the extent explicitly stated below) and is included in this joint proxy statement/prospectus because it was among the financial information made available, except as otherwise described below, to the Renovacor board, Wells Fargo Securities (see “The Mergers—Opinion of Renovacor’s Financial Advisor—Wells Fargo Securities, LLC”), the Rocket board and SVB Securities (see “The Mergers—Opinion of Rocket’s Financial Advisor—SVB Securities, LLC”) in connection with their respective evaluations of the mergers. The unaudited prospective financial information is not being included in this joint proxy statement/prospectus in order to influence any Renovacor stockholder or Rocket stockholder to make a decision with respect to the mergers or to influence any Renovacor stockholder or Rocket stockholder as to whether or how such stockholder should vote with respect to the Renovacor merger proposal, the Rocket share issuance proposal, or any other matter.

Because the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Furthermore, the unaudited prospective financial information does not necessarily reflect Renovacor’s current estimates and does not take into account any circumstances or events occurring after the date it was prepared, and some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since such date. In particular, the unaudited prospective financial information set forth below does not give effect to the mergers, nor does it take into account the effect of any failure of the mergers to occur, and should not be viewed as accurate in those contexts.

The inclusion of the unaudited prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that any of Renovacor, Rocket, any of their respective affiliates, any of their respective financial advisors or any other person considered, or now considers, this information (including any probability or other adjustments noted below) to be necessarily predictive of actual future results or events, and it should not be relied upon as such, nor should it be deemed an admission or representation by Renovacor, Rocket or any of their respective affiliates or Wells Fargo Securities or SVB Securities that it is or they view it as material information of Renovacor, and in fact, none of the foregoing view the unaudited prospective financial information as material because of the inherent risks and uncertainties associated with such long-term projections. There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated.

The unaudited prospective financial information should be evaluated in conjunction with the historical financial statements and other information regarding Renovacor contained in this joint proxy statement/prospectus and Renovacor’s public filings with the SEC. Renovacor stockholders and Rocket stockholders are urged to review the consolidated financial statements of Renovacor and its subsidiary as of December 31, 2020 and December 31, 2021 and for the years then ended and as of June 30, 2021 and June 30, 2022, and for the six month periods then ended and the risk factors included in this joint proxy statement/prospectus. See “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information”. The unaudited prospective financial information of Renovacor was not prepared with a view toward public disclosure, and the unaudited

prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC, U.S. GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

Neither Ernst & Young LLP, nor any other independent accountant has compiled, reviewed, examined, performed any other assurance procedures, or expressed any form of assurance with respect to the accompanying unaudited prospective financial information. The report of Ernst & Young LLP included in this joint proxy statement/prospectus relates to Renovacor’s historical audited financial statements and does not extend to the unaudited prospective financial information and should not be read to do so.

The unaudited prospective financial information constitutes forward-looking statements and no assurances can be given that the assumptions made in preparing the unaudited prospective financial information will accurately reflect future conditions. The estimates and assumptions underlying the unaudited prospective financial information involve judgments which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Renovacor and/or Rocket and will be beyond the control of the Surviving Company. In addition, the unaudited prospective financial information will be affected by Rocket’s or the Surviving Company’s, as applicable, ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information, whether or not the mergers are completed.

In connection with the Renovacor board’s consideration of the mergers, in August 2022, Renovacor’s management prepared profit and loss projections regarding Renovacor on a standalone basis for fiscal years 2022 through calendar year 2040 (the “Renovacor unadjusted management projections”), as summarized in the table below. The Renovacor unadjusted management projections were made available to the Renovacor board in connection with their review of the mergers and to Wells Fargo Securities, Rocket and SVB Securities. Renovacor management made various assumptions when preparing the unaudited Renovacor unadjusted management projections. These assumptions included the timing for completion of preclinical and non-clinical studies, filing an IND, conducting clinical trials and subsequent commercial launch for REN-001, Renovacor’s lead product candidate, along with estimated operational costs, including sales & marketing, research & development (including Chemistry, Manufacturing and Control (CMC) process development), manufacturing and general & administrative, and other market and financial conditions the results of which are reflected in the table below. Additionally, the Renovacor unadjusted management projections reflect commercial forecast assumptions, such as the annual prevalence of BAG3 DCM, commercial pricing of REN-001, and the estimated number of patients to be treated annually.

You should note that the Renovacor unadjusted management projections set forth below constitute forward-looking statements. For more information, please see the cautionary statements contained in this joint proxy statement/prospectus under “Cautionary Statement Regarding Forward-Looking Statements”.