S-3 1 ny20066752x1_s3.htm S-3

As filed with the Securities and Exchange Commission on March 2, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

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 Number)

9 Cedarbrook Drive

Cranbury, NJ 08512

(646) 440-9100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gaurav Shah, MD

Chief Executive Officer

9 Cedarbrook Drive

Cranbury, NJ 08512

(646) 440-9100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Whitney J. Smith

Sean M. Jones

K&L Gates LLP

599 Lexington Ave.

New York, NY 10022

(212) 536-3900

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS			1
RISK FACTORS			3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4
THE COMPANY			6
USE OF PROCEEDS			8
SECURITIES WE MAY OFFER			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF DEBT SECURITIES			11
DESCRIPTION OF WARRANTS			17
DESCRIPTION OF UNITS			18
DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS			21
PLAN OF DISTRIBUTION			23
LEGAL MATTERS			26
EXPERTS			27
WHERE YOU CAN FIND MORE INFORMATION			28
INCORPORATION BY REFERENCE			29


SEC registration fee			$55,240
FINRA filing fee			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing fees and expenses			*
Transfer agent and trustee fees			*
Miscellaneous			*
Total			*


Exhibit No.			Description
1.1*			Form of Underwriting Agreement
3.1			Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2015)
3.2			Certificate of Amendment (Reverse Stock Split) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on January 5, 2018)
3.3			Certificate of Amendment (Name Change) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the Commission on January 5, 2018)
3.4			Certificate of Amendment (Board Declassification) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on June 25, 2018)
3.5			Certificate of Amendment (Authorized Shares Increase) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on June 20, 2024)
3.6			Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.4 of Registrant’s Registration Statement on Form 8-A filed with the Commission on January 11, 2018)
4.1			Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on January 5, 2018)
4.2*			Form of Preferred Stock Certificate
4.3*			Form of Certificate of Designations
4.4			Form of Senior Indenture between the Registrant and one or more trustees to be named (including Form of Senior Note)
4.5			Form of Subordinated Indenture between the Registrant and one or more trustees to be named (including Form of Subordinated Note)
4.6*			Form of Warrant Agreement and Warrant Certificate
4.7*			Form of Unit Agreement and Unit Certificate
5.1			Opinion of K&L Gates LLP
23.1			Consent of EisnerAmper LLP
23.2			Consent of K&L Gates LLP (included in Exhibit 5.1)
24.1			Power of Attorney (included on the signature page to this registration statement)
25.1**			Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939
25.2**			Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939
107			Filing Fee Table


			ROCKET PHARMACEUTICALS, INC.

			By:			/s/ Gaurav Shah, MD
						Gaurav Shah, MD
						Chief Executive Officer and Director


Signature	Title	Date

/s/ Gaurav Shah, MD	Chief Executive Officer and Director (Principal Executive Officer)	March 2, 2026
Gaurav Shah, MD

/s/ Martin Wilson	General Counsel and Chief Corporate Officer, SVP (Principal Financial Officer)	March 2, 2026
Martin Wilson

/s/ John Militello	VP, Finance, Senior Controller & Treasurer (Principal Accounting Officer)	March 2, 2026
John Militello

/s/ Elisabeth Björk	Director	March 2, 2026
Elisabeth Björk	Director

/s/ Carsten Boess	Director	March 2, 2026
Carsten Boess	Director

/s/ Mikael Dolsten	Director	March 2, 2026
Mikael Dolsten	Director

/s/ Peter Fong	Director	March 2, 2026
Peter Fong	Director

/s/ Fady Malik	Director	March 2, 2026
Fady Malik	Director

SEC Form S-3 filed by Rocket Pharmaceuticals Inc.