As filed with the Securities and Exchange Commission on December 20, 2022

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Rocket Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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Rocket Pharmaceuticals, Inc.

9 Cedarbrook Drive

Cranbury, NJ 08512

(Address of principal executive offices, including zip code)

(646) 440-9100

(Registrant’s telephone number, including area code)

 

Second Amended and Restated Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan

(Full title of the plans)

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Gaurav Shah, MD

President and Chief Executive Officer

Rocket Pharmaceuticals, Inc.

9 Cedarbrook Drive

Cranbury, NJ 08512

(Name and address, including zip code, of agent for service)

(646) 440-9100

(Telephone number, including area code, of agent for service)

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Please send copies of all communications to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers 5,020,091 additional shares of Common Stock under the Second Amended and Restated Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2020, by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such number of shares of Common Stock as determined by the compensation committee of the Company’s board of directors. Accordingly, on January 1, 2021, and January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,439,855 and 2,580,236, respectively. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statements filed on Form S-8 filed with the Securities and Exchange Commission on March 6, 2020 (File No. 333-236946), March 7, 2018 (Registration No. 333-223488), March 23, 2017 (Registration No. 333-216892), June 29, 2016 (Registration No. 333-212308) and May 28, 2015 (Registration No. 333-204501), are effective. The information contained in the Registrant’s registration statements on Form S-8 (Registration Nos. 333-236946, 333- 223488, 333-216892, 333-212308 and 333-204501) are hereby incorporated by reference pursuant to General Instruction E.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cranbury, State of New Jersey, on December 20, 2022.

 

POWER OF ATTORNEY AND SIGNATURES

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gaurav Shah, MD and Martin Wilson, JD, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

 

 

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	Very truly yours,
	/s/ Goodwin Procter LLP
	GOODWIN PROCTER  LLP

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan Common Stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)	5,020,091(2)	$21.12(3)	$106,024,321.92	$0.0001102	$11,683.89
Total Offering Amounts
Total Fee Offsets
Net Fee Due							$11,683.89

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.

(2)

Represents (i) 2,439,855 shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s Option Plan on January 1, 2021 and (ii) 2,580,236 shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Plan on January 1, 2022, each pursuant to an annual “evergreen” increase provision contained in the Plan. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on March 6, 2020 (File No. 333-236946), March 7, 2018 (Registration No. 333-223488), March 23, 2017 (Registration No. 333-216892), June 29, 2016 (Registration No. 333-212308) and May 28, 2015 (Registration No. 333-204501).

(3)	The price of $21.12 is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s common stock, as quoted on the Nasdaq Global Market, on December 13, 2022.