UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

ROCKET PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 30, 2025

Dear Rocket Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Rocket Pharmaceuticals, Inc. (the “Company”), which will be held solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2025 on June 18, 2025, at 9:00 a.m., Eastern Time.

We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of our proxy materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy statement and our 2024 Annual Report on Form 10-K. The Notice of Internet Availability contains instructions on how to access those documents over the Internet. The Notice of Internet Availability also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report on Form 10-K, and a form of proxy card. All stockholders who do not receive the Notice of Internet Availability, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Employing this process will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of distributing our annual meeting materials.

The proxy statement describes the formal business that we will transact at the Annual Meeting. At this year’s Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

1.	the election of ten directors named in the proxy statement to hold office until the Company’s annual meeting of stockholders in 2026, until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal;

2.	the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	a non-binding, advisory vote on the compensation of our named executive officers; and

4.	the transaction of any other business that properly comes before the Annual Meeting or any adjournments and postponements thereof.

The Board of Directors of the Company (the “Board”) unanimously recommends a vote “FOR” the election of each of the director nominees named in the proxy statement, “FOR” the ratification of EisnerAmper LLP as the Company’s independent registered public accounting firm and “FOR” the non-binding, advisory vote on the compensation of our named executive officers. Please promptly complete, sign and return the enclosed proxy card by mail or submit your voting instructions by Internet, whether or not you plan to attend the Annual Meeting.

Your vote is important, regardless of the number of shares you own. We urge you to please submit your proxy on these important matters. Submitting a proxy will not prevent you from voting virtually via the Internet at the Annual Meeting but will assure that your vote is counted if you cannot attend.

We strongly encourage you to transmit your voting instructions by proxy prior to the Annual Meeting and, if you plan to attend the Annual Meeting, to do so virtually via the Internet.

On behalf of the Board and the employees of the Company, we thank you for your continued support and look forward to seeing you at the Annual Meeting.


Sincerely yours,

/s/ Gaurav Shah
Gaurav Shah, M.D.
Chief Executive Officer and Director

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ROCKET PHARMACEUTICALS, INC.

9 Cedarbrook Drive

Cranbury, NJ 08512

(646) 440-9100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


DATE			June 18, 2025

TIME			9:00 a.m. Eastern Time

PLACE			Solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2025

ITEMS OF BUSINESS

1.	Election of the ten director nominees named in the enclosed proxy statement to hold office until the annual meeting of stockholders in 2026 (each to serve until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal);

2.	Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	Consider and act upon a non-binding, advisory vote on the compensation of our named executive officers; and

4.	Consider any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

RECORD DATE

The record date for the Annual Meeting is April 21, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.

PROXY VOTING

You may attend and participate in the Annual Meeting solely by means of remote communication via the Internet at www.virtualshareholdermeeting.com/RCKT2025 where you will be able to vote electronically and submit questions during the Annual Meeting. You will be able to vote electronically and submit questions only if you use your control number, which will be included on your Notice of Internet Availability of proxy materials or proxy card (if you received a printed copy of the proxy materials), to log on to the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please submit the enclosed proxy or voting instructions by mail, telephone or Internet. Submitting a proxy or voting instructions will not prevent you from attending the Annual Meeting and voting virtually via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Each stockholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf.

The Notice of Internet Availability and the enclosed proxy materials are being made available to our stockholders on or about April 30, 2025.


By Order of the Board of Directors

/s/ Gaurav Shah
Gaurav Shah, M.D.
Chief Executive Officer and Director
Cranbury, New Jersey
April 30, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 18, 2025. The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2024 Annual Report on Form 10-K are available at www.proxyvote.com and through our website at www.rocketpharma.com.

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GENERAL INFORMATION

SEC Form DEF 14A filed by Rocket Pharmaceuticals Inc.