As filed with the Securities and Exchange Commission on July 14, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rocket Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3475813
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
(Address of principal executive offices, including zip code)
(609) 659-8001
(Registrant’s telephone number, including area code)
Second Amended and Restated Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan
Inducement Non-Qualified Stock Option Award Agreement
(Full title of the plan)
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)
(609) 659-8001
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
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Whitney John Smith
Sean M. Jones
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
(212) 536-3930
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Martin Wilson
General Counsel & Chief Corporate Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
(609) 659-8001
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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 6,613,778 shares of Common Stock under the Second Amended and Restated Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), comprised of (i) 4,332,791 shares of Common Stock as a result of the Evergreen Increase (as defined below) (the “Evergreen Shares”) and (ii) 2,280,987 shares of Common Stock as a result of the Recycling Increase (as defined below) (the “Recycled Shares”).
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 by an amount equal to four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 (the “Evergreen Increase”). Accordingly, on January 1, 2026, the number of shares of Common Stock reserved and available for issuance under the Plan increased by the 4,332,791 Evergreen Shares.
The Plan also provides that shares of Common Stock underlying any
awards that were satisfied without the issuance of shares of Common Stock or
otherwise terminated (other than by exercise) will be added back to the number
of shares of common stock available for issuance under the Plan (the “Recycling
Increase”). The 2,280,987 Recycled Shares represent shares of common stock that
were added back and became available for issuance under the Plan during the
years ended December 31, 2022, December 31, 2023, December 31, 2024 and
December 31, 2025 as a result of the Recycling Increase.
This Registration Statement on Form S-8 also registers 383,854
shares of Common Stock issuable upon the exercise of stock options granted to
the Company’s Chief Medical Officer, Syed Rizvi, on October 6, 2025, outside of
the Plan as an inducement equity award in accordance with Nasdaq Listing Rule
5635(c)(4) (such shares together with the Evergreen Shares and the Recycled
Shares, the “Shares”).
The Shares are of the same class as other securities for which the Registrant’s registration statements filed on Form S-8 filed with the Securities and Exchange Commission on March 3, 2025 (File No. 333-285520), December 20, 2022 (File No. 333-268908), March 6, 2020 (File No. 333-236946), March 7, 2018 (File No. 333-223488), March 23, 2017 (File No. 333-216892), June 29, 2016 (File No. 333-212308) and May 28, 2015 (File No. 333-204501), are effective. The information contained in the Registrant’s registration statements on Form S-8 (File Nos. 333-285520, 333-268908, 333-236946, 333- 223488, 333-216892, 333-212308 and 333-204501) is hereby incorporated by reference pursuant to General Instruction E.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.
The information required by this Item 1 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
Item 2.
Registrant Information and Employee Plan Annual Information.
The information required by this Item 2 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents have been filed by Rocket Pharmaceuticals, Inc. (the “Registrant”) with the Commission and are incorporated herein by reference:
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our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 7, 2026;
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our Current Reports on Form 8-K filed with the SEC on March 10, 2026, April 28, 2026 (other than the information included under Item 7.01 and in Exhibit 99.1 therein), May 21, 2026, June 12, 2026 (other than the information included under Item 7.01 and in Exhibit 99.1 therein), and June 30, 2026; and
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the description of the Company’s common stock contained in its registration statement on Form 8-A, which was filed with the SEC on February 2, 2015, and amended on January 11, 2018, including any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the Commission.
Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
None.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.
We have adopted provisions in our amended and restated certificate of incorporation and amended and restated by-laws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:
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any breach of the director’s duty of loyalty to us or our stockholders;
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or
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any transaction from which the director derived an improper personal benefit.
These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
In addition, our amended and restated by-laws provide that:
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we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and
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we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions.
We have entered into indemnification agreements with each of our directors and with certain of our executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of the Company and/or in furtherance of our rights. Additionally, each of our directors may have certain rights to indemnification, advancement of expenses and/or insurance provided by their affiliates, which indemnification relates to and might apply to the same proceedings arising out of such director’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that the Company’s obligations to those same directors are primary and any obligation of the affiliates of those directors to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.
We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit
No.
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Description |
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Opinion of K&L Gates LLP.
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Consent of K&L Gates LLP (included in Exhibit 5.1).
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Consent of EisnerAmper LLP, independent registered public accounting firm.
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Power of Attorney (included on signature page).
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| Second Amended and Restated 2014 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-36829) filed with the Securities and Exchange Commission on April 20, 2018). | |
| Form of Incentive Stock Option Agreement (Employees) (Incorporated by reference to Exhibit 10.2# to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36829) filed with the Securities and Exchange Commission on August 14, 2018). | |
| Form of Non-Qualified Stock Option Agreement (Employees) (Incorporated by reference to Exhibit 10.3# to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36829) filed with the Securities and Exchange Commission on August 14, 2018). | |
| Form of Non-Qualified Stock Option Agreement (Non-Employee Directors) (Incorporated by reference to Exhibit 10.4# to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36829) filed with the Securities and Exchange Commission on August 14, 2018). | |
| Form of Non-Qualified Stock Option Agreement (Consultants) (Incorporated by reference to Exhibit 10.5# to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36829) filed with the Securities and Exchange Commission on August 14, 2018). | |
| Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.6.1# to the Registrant’s Annual Report on Form 10-K (File No. 001-36829) filed with the Securities and Exchange Commission on March 6, 2020). | |
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Filing Fee Table.
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*
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Filed herewith.
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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 July 14, 2026.
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ROCKET PHARMACEUTICALS, INC
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| /s/ Gaurav Shah, MD | |
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Gaurav Shah, MD
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gaurav Shah, MD and Martin Wilson, 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:
| Name | Title | Date | ||
| /s/ Gaurav Shah, MD | Chief Executive Officer and Director | July 14, 2026 | ||
| Gaurav Shah, MD | (Principal Executive Officer) | |||
| /s/ Martin Wilson | General Counsel and Chief Corporate Officer | July 14, 2026 | ||
| Martin Wilson | (Principal Financial Officer) | |||
| /s/ Joseph Manhede | AVP, Corporate Controller | July 14, 2026 | ||
| Joseph Manhede | (Principal Accounting Officer) | |||
| /s/ Carsten Boess | ||||
| Carsten Boess | Director | July 14, 2026 | ||
| /s/ Mikael Dolsten | ||||
| Mikael Dolsten | Director | July 14, 2026 | ||
| /s/ Peter Fong | ||||
| Peter Fong | Director | July 14, 2026 | ||
| /s/ Fady Malik | ||||
| Fady Malik | Director | July 14, 2026 | ||
| /s/ David P. Southwell | ||||
| David P. Southwell | Director | July 14, 2026 | ||
| /s/ Roderick Wong, MD | ||||
| Roderick Wong, MD | Director | July 14, 2026 |
 | Exhibit 5.1 |
July 14, 2026
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
Ladies and Gentlemen:
We have acted as special counsel to Rocket
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in
connection with the Registration Statement on Form S-8 filed by the Company on
the date hereof (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “Securities Act”), and the rules and regulations
promulgated thereunder, for the registration of an aggregate of 6,997,632
shares (collectively, the “Shares” and each, a “Share”) of Common
Stock, par value $0.01 per share, of the Company (“Common Stock”),
issuable pursuant to (a) the Second Amended and Restated
Rocket Pharmaceuticals, Inc. 2014 Stock Option and Incentive Plan (the “Plan”),
which includes (i) 4,332,791 shares of Common Stock resulting from the Annual
Increase (as defined in the Plan) effective January 1, 2026 and (ii) 2,280,987
shares of Common Stock underlying Awards (as defined the Plan) that were
satisfied without the issuance of Stock (as defined in the Plan) or otherwise
terminated (other than by exercise), in each case, pursuant to Section 3(a) of
the Plan, and (b) 383,854 shares of Common Stock underlying the
Non-Qualified Stock Option Agreement For Employees Under Rocket
Pharmaceuticals, Inc. Amended and Restated 2014 Stock Option and Incentive Plan
in favor of Syed Rizvi having a grant date of October 6, 2025 (the “Rizvi Option
Agreement”). This opinion letter is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
For purposes of rendering our opinion below, we have
reviewed: (i) the Registration Statement; (ii) the Seventh Amended and Restated
Certificate of Incorporation of the Company as filed with the Secretary of
State of the State of Delaware (the “Secretary of State”) on February
23, 2015, as amended by the Certificate of Amendment of Seventh Amended and
Restated Certificate of Incorporation of the Company as filed with the
Secretary of State on January 4, 2018, the Certificate of Amendment of Seventh
Amended and Restated Certificate of Incorporation of the Company as also filed
with the Secretary of State on January 4, 2018, the Certificate of Amendment of
Seventh Amended and Restated Certificate of Incorporation of the Company as
filed with the Secretary of State on June 25, 2018, the Certificate of Change
of Registered Agent and/or Registered Office of the Company as filed with the
Secretary of State on August 25, 2022, and the Certificate of Amendment of
Seventh Amended and Restated Certificate of Incorporation of the Company as
filed with the Secretary of State on June 20, 2024 (as so amended, the “Certificate
of Incorporation”); (iii) the Amended and Restated Bylaws of the Company
adopted effective as of March 29, 2018; (iv) resolutions adopted by the Board
of Directors of the Company (the “Board of Directors”) on March 29, 2018
relating to the Plan; (v) the minutes of the annual meeting of stockholders of
the Company held on June 25, 2018 at which the stockholders of the Company
approved the Plan; (vi) the Unanimous Written Consent in Lieu of a Meeting of
the Compensation Committee of the Board of Directors effective as of October 6,
2025 relating to the Rizvi Option Agreement; (vii) the Compensation Committee
Charter adopted November 18, 2014; (viii) the Plan; (ix) the Rizvi Option
Agreement; and (x)
a certificate of an officer of the Company with respect to the documents
described in the foregoing clauses (i) through (ix) and certain other factual matters.
Rocket Pharmaceuticals, Inc.
July 14, 2026
Page 2
For purposes of rendering our opinion below, we have
not reviewed any document other than the documents listed in clauses (i)
through (x) above (collectively, the “Reviewed
Documents” and each, a “Reviewed Document”) and assume there exists
no provision in any document relating to the matters covered by our opinion
below that we have not reviewed that is inconsistent with the Reviewed
Documents or our opinion below. We have conducted no independent factual
investigation of our own but rather have relied on the Reviewed Documents, the
statements and information set forth therein, and the additional matters
recited or assumed herein, all of which we assume to be true, complete, and
accurate in all respects.
For purposes of this opinion letter, we have made
assumptions that are customary in opinion letters of this kind, including the
assumptions that: (a) each of the Reviewed Documents is accurate and complete;
(b) each of the Reviewed Documents that is an original is authentic; (c) each
of the Reviewed Documents that is a copy conforms to an authentic original; (d)
each
signature on each of the Reviewed Documents is
genuine and, as applicable, constitutes an “electronic
signature” (within the meaning of Section 116(a)(2) of the
General Corporation Law of the State of Delaware (the “DGCL”));
and (e) there are no documents other than those referenced in this opinion
letter that could affect the opinion expressed in this opinion letter and no
amendments, modifications, or waivers of the Reviewed Documents. We have
further assumed: (i) the legal capacity of natural persons, (ii) that each
party to the Reviewed Documents (A) is duly organized, validly existing, and in
good standing under the laws of its organization, (B) has the legal capacity,
power, and authority to execute, deliver, and perform its obligations under the
Reviewed Documents to which it is a party, (C) has taken all action necessary
to duly authorize the execution and delivery of, and the performance of such
party’s obligations under, the Reviewed Documents, and (D) has duly executed
and delivered the Reviewed Documents; (iii) that each of the Reviewed Documents
constitute the legal, valid, and binding obligation of each party thereto,
enforceable against each such party in accordance with their terms; (iv) that
any amendment and/or restatement of any of the Reviewed Documents was
accomplished in accordance with, and was permitted by the relevant provisions
of, such Reviewed Document and applicable law; (v) that the issuance of the
Shares or any rights or options to acquire Shares
will not increase the proportionate share of, or securities
convertible into, Common Stock held by an
“interested stockholder” (within the meaning of Section 203(c) of the DGCL);
and (vi) that the Company is and shall remain at all times a corporation duly
incorporated, validly existing, and in good standing under the laws of the
State of Delaware. We have not verified any of the foregoing assumptions.
In rendering our opinion below, we also have assumed
that: (a) the Company (i) will have sufficient authorized,
unissued, and unreserved shares of Common Stock at the time of each issuance of
a Share or any right or option to acquire a Share, in each case, under the Plan and (ii) had sufficient authorized, unissued, and
unreserved shares of Common Stock at the time of the issuance of the right or
option to acquire the shares of Common Stock underlying the Rizvi Option
Agreement; (b) either (i) upon the issuance of a Share, such Share
will be evidenced by a certificate that has been duly executed and delivered or
(ii) the Board of Directors will have
adopted a resolution providing that all shares of Common Stock shall be
uncertificated in accordance with Section 158 of the DGCL prior to the issuance
of such Share and, within a reasonable time after the issuance or transfer of
such uncertificated Share, the registered owner of such Share will be given
notice in writing or by electronic transmission in compliance with Section
151(f) of the DGCL; (c) the issuance of each Share will be duly recorded in the
Company’s stock ledger upon its issuance; (d) the Plan and each Award
Certificate (as defined in the Plan, approved in accordance with the Plan, and
hereinafter referred to as an “Award Agreement”) constitutes or will
constitute, as applicable, the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms; (e) the Rizvi Option Agreement constitutes the valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms; (f) the Company will receive consideration for
each Share as set forth in the (i) Authorizing
Resolutions (as defined below), which consideration shall be at least equal to
the par value of such share of Common Stock (unless such Share is held in
treasury, in which case, the consideration shall be the amount as set forth in
the Authorizing Resolutions), and in the amount required by the Plan and the
Award Agreement, and (ii) the Rizvi Option Agreement, which consideration
shall be at least equal to the par value of such share of Common Stock (unless
such Share is held in treasury, in which case, the consideration shall be the
amount as set forth in the Rizvi Option Agreement) and in the amount required
by the Plan; (g)
with respect to any Shares issuable upon the exercise of any right or option to
acquire Shares under (i) the Plan, the Company shall have
received the minimum consideration for which such rights or options may be
issued pursuant to the Authorizing Resolutions and the Plan, and (ii) the Rizvi
Option Agreement, the Company received the minimum consideration for which such
rights or options may be issued pursuant to the Rizvi Option Agreement;
and (h)
prior to the issuance of any Shares or any right or option to acquire any
Shares, in each case, under the Plan, the Board of Directors, or a duly
authorized committee or subcommittee thereof, will duly authorize by resolution
each Award (as defined in the Plan) granted under the Plan with respect to
which Shares are issued or issuable pursuant to an Award Agreement and in
accordance with the DGCL and the Plan (the “Authorizing Resolutions”).
We have not verified any of the foregoing assumptions.
Rocket Pharmaceuticals, Inc.
July 14, 2026
Page 3
Our opinion set forth below is limited to the DGCL and
reported judicial decisions interpreting the DGCL. We express no opinion as to
the laws, rules, or regulations of any other jurisdiction, including, without
limitation, the federal laws of the United States of America or any state
securities or blue sky laws. Our opinion set forth below is provided as of the
date hereof, and we undertake no obligation to advise you of any change in any
matter set forth herein.
Based upon and subject to the foregoing and assuming
that the Registration Statement is effective at the time of issuance of the
Shares, it is our opinion that when and if issued pursuant to (a) the terms of the Plan and in
accordance with the Authorizing Resolutions and the applicable Award Agreement or (b) the terms of the Rizvi Option Agreement, as applicable, the
Shares will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion letter
with the SEC as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not thereby admit that we are experts with respect to any part
of the Registration Statement within the meaning of the term “expert” as used
in Section 11 of the Securities Act or the rules and regulations promulgated
thereunder by the SEC, nor do we admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the SEC promulgated thereunder.
| Yours truly, | |
| /s/ K&L Gates LLP | |
| K&L Gates LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of Rocket Pharmaceuticals, Inc. on Form S-8 to be filed on or about July 13, 2026 of our report dated February 26, 2026, on our audits of the financial statements as of December 31, 2025 and 2024 and for each of the years then ended, which report was included in the Annual Report on Form 10-K filed February 26, 2026.
/s/ EisnerAmper LLP
EISNERAMPER LLP
Iselin, New Jersey
July 13, 2026
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |
| | | | | | $ | $ | | $ |
| Total Offering Amounts | $ | $ | ||||||
| Total Fee Offsets | | |||||||
| Net Fee Due | $ | |||||||
| (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. Second Amended and Restated 2014 Stock Option and Incentive Plan (the “Plan”) or the inducement non-qualified stock option award granted by the Company to Syed Rizvi on October 6, 2025, 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. |
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(2)
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The price of $3.6775 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 July 13, 2026.
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