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

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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 plan)

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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

Part II

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.

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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 March 3, 2025.

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, 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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