Item 1.
| Summary Term Sheet. |
The information set forth under “Summary Term Sheet” in the Offer to Exchange Eligible Options for New Options, dated April 27, 2026 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2.
| Subject Company Information. |
(a) Name and Address.
Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), is the issuer of the securities subject to the Offer to Exchange. The Company’s principal executive offices are located at 9 Cedarbrook Drive, Cranbury, NJ 08512, and the telephone number of its principal executive offices is (609) 659-8001.
(b) Securities.
This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain eligible employees (“Eligible Holders”), subject to specified conditions, to exchange some or all of their eligible outstanding options to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), for replacement options to purchase shares of the Company’s Common Stock (the “Option Exchange”). Members of the Company’s board of directors, the Company’s executive officers at the EVP-level and above and past or present advisers, consultants, contractors or former employees of the Company are not eligible to participate in this offer.
An outstanding option is eligible for exchange (an “Eligible Option”) if it is held by an Eligible Holder, was granted under the Company’s 2014 Stock Option and Incentive Plan (the “2014 Plan”) prior to 2025 and has an exercise price per share equal to or greater than $3.52. As of April 24, 2026, there were Eligible Options to purchase 1,455,963 shares of Common Stock outstanding.
Pursuant to the Offer to Exchange, in exchange for the tender and cancellation of Eligible Options, the Company will grant replacement options (each, a “New Option”) upon the consummation of the Option Exchange. The total number of shares of Common Stock underlying a New Option with respect to an exchanged Eligible Option will be determined by dividing the number of shares of Common Stock underlying the exchanged Eligible Option by the applicable exchange ratio and rounding up to the nearest share, subject to the terms and conditions described in the Offer to Exchange and in the related accompanying Terms of Election, the form of which is attached hereto as Exhibit (a)(1)(E).
The information set forth in the Offer to Exchange under “Summary Term Sheet”, Section 1 (“Eligibility; Number of Options; Offer Expiration Date”), Section 5 (“Acceptance of Options for Exchange; Grant of New Options”) and “Section 7 (“Price Range of Common Stock Underlying the Options”) of the Offering Memorandum for the Offer to Exchange contained in the Offer to Exchange (the “Offering Memorandum”) are incorporated herein by reference.
(c) Trading Market and Price.
The information set forth under Section 7 (“Price Range of Common Stock Underlying the Options”) of the Offering Memorandum is incorporated herein by reference.
Item 3.
| Identity and Background of Filing Person. |
(a) Name and Address.
The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and under Section 10 (“Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities”) of the Offering Memorandum is incorporated herein by reference.
The address of each executive officer and director of the Company is:
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512