ROCKET PHARMACEUTICALS, INC. — Regulatory Filings 2025

Mar 3, 2025

S-8 1 ef20044742_s8.htm S-8 Licensed to: Broadridge Financial Solutions, Inc. Document created using Broadridge PROfile 25.1.1.5279 Copyright 1995 - 2025 Broadridge

As filed with the Securities and Exchange Commission on March 3, 2025

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)

Delaware	04-3475813
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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 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)

(646) 440-9100

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

Please send copies of all communications to:

Whitney John Smith Sean M. Jones K&L Gates LLP 599 Lexington Avenue New York, NY 10022 (212) 536-3930 Martin Wilson General Counsel & Chief Corporate Officer Rocket Pharmaceuticals, Inc. 9 Cedarbrook Drive Cranbury, NJ 08512 (646) 440-9100

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers 11,034,376 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 on January 1, 2019, 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, 2023, January 1, 2024, and January 1, 2025, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 3,164,932, 3,611,291 and 4,258,153 shares, 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 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. 333-268908 , 333-236946 , 333- 223488 , 333-216892 , 333-212308 and 333-204501 ) are hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. Exhibits.

Exhibit No.	Description
5.1*	Opinion of K&L Gates LLP.
23.1*	Consent of K&L Gates LLP (included in Exhibit 5.1).
23.2*	Consent of EisnerAmper LLP, independent registered public accounting firm.
24.1*	Power of Attorney (included on signature page).
99.1	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).
99.2	Form of Incentive Stock Option Agreement (Employees) (Incorporated by reference to Exhibit 10.3# to the Registrant’s Annual Report on Form 10-K (File No. 001-36829) filed with the Securities
and Exchange Commission on March 8, 2019).
99.3	Form of Non-Qualified Stock Option Agreement (Employees) (Incorporated by reference to Exhibit 10.4# to the Registrant’s Annual Report on Form 10-K (File No. 001-36829) filed with the
Securities and Exchange Commission on March 8, 2019).
99.4	Form of Non-Qualified Stock Option Agreement (Non-Employee Directors) (Incorporated by reference to Exhibit 10.5# to the Registrant’s Annual Report on Form 10-K (File No. 001-36829) filed with
the Securities and Exchange Commission on March 8, 2019).
99.5	Form of Non-Qualified Stock Option Agreement (Consultants) (Incorporated by reference to Exhibit 10.6# to the Registrant’s Annual Report on Form 10-K (File No. 001-36829) filed with the
Securities and Exchange Commission on March 8, 2019).
99.6	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 1, 2021).
107*	Filing Fee Table.

• Filed herewith.

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 March 3, 2025.

ROCKET PHARMACEUTICALS, INC.
/s/ Gaurav Shah, MD
Gaurav Shah, MD
Chief Executive Officer

Anchor POWER OF ATTORNEY AND SIGNATURES Anchor

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	March 3, 2025
Gaurav Shah, MD	(Principal Executive Officer)
/s/ Aaron Ondrey	Chief Financial Officer	March 3, 2025
Aaron Ondrey	(Principal Financial Officer)
/s/ John Militello	VP, Finance, Senior Controller & Treasurer	March 3, 2025
John Militello	(Principal Accounting Officer)
/s/ Elisabeth Björk
Elisabeth Björk	Director	March 3, 2025
/s/ Carsten Boess
Carsten Boess	Director	March 3, 2025
/s/ Mikael Dolsten
Mikael Dolsten	Director	March 3, 2025
/s/ Pedro Granadillo
Pedro Granadillo	Director	March 3, 2025
/s/ Gotham Makker, MD
Gotham Makker, MD	Director	March 3, 2025
/s/ Fady Malik
Fady Malik	Director	March 3, 2025
/s/ Piratip Pratumsuwan
Piratip Pratumsuwan	Director	March 3, 2025
/s/ David P. Southwell
David P. Southwell	Director	March 3, 2025
/s/ Roderick Wong, MD
Roderick Wong, MD	Director	March 3, 2025
/s/ R. Keith Woods
R. Keith Woods	Director	March 3, 2025