Rocket Pharmaceuticals Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 13, 2024

Rocket Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

9 Cedarbrook Drive

Cranbury, NJ 08512

(Address of principal executive offices, including zip code)

(646) 440-9100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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The 2024 Annual Meeting of Stockholders of Rocket Pharmaceuticals, Inc. (the “Company”) was held on June 13, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved and adopted an Amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 120,000,000 shares to 180,000,000 shares (the “Charter Amendment”). Following such approval, the Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 20, 2024.

This description is a summary of the Charter Amendment and is qualified in its entirety by reference to the description of the Charter Amendment under the heading “Proposal 4 – Approval of Increase in Number of Authorized Shares of Common Stock” set forth in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2024 (the “2024 Proxy Statement”), and the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

At the Annual Meeting, there were present, in person or by proxy, holders of 79,809,770 shares of common stock, or approximately 87.95% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows.

The Company’s stockholders approved the election of ten directors to the Company’s Board of Directors (“Board”) by the following votes:

The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024 by the following votes:

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2024 Proxy Statement pursuant to Section 14A of the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables. The final votes were:

The Company’s stockholders approved an Amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 120,000,000 shares to 180,000,000 shares by the following votes:

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.