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Rocket Pharmaceuticals (RCKT) launches employee option exchange program

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
SC TO-I

Rhea-AI Filing Summary

Rocket Pharmaceuticals is offering certain eligible employees an exchange of outstanding employee stock options for replacement options under an Option Exchange. Eligible Options are grants under the 2014 Stock Option and Incentive Plan issued prior to 2025 with an exercise price of at least $3.52. As of April 24, 2026, there were Eligible Options to purchase 1,455,963 shares outstanding. Members of the board, executive officers at the EVP level and above, and certain advisers, consultants, contractors and former employees are not eligible. The number of shares underlying each replacement New Option will be determined by dividing the surrendered option's share count by an exchange ratio and rounding up, subject to the Offer to Exchange and related Terms of Election.

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Insights

Option exchange restructures weighted option overhang without cash consideration.

The Option Exchange targets underwater or higher‑strike legacy grants by replacing them with New Options whose sizes are set by an exchange ratio. This is a common mechanism to align exercise economics with current equity values while avoiding immediate cash outlays.

Key dependencies include the exchange ratio, participant uptake, and accounting treatment described under Section 11; subsequent filings will show acceptance rates and any material accounting charges.

The Offer relies on specified eligibility and procedural conditions and includes customary withdrawal and condition clauses.

Eligibility excludes directors, senior executives (EVP+), and certain affiliates; the Offer references conditions in Section 6 and procedural rules in Section 3. Legal and tax consequences are covered in Sections 12 and 13 of the Offering Memorandum.

Watch for disclosures on acceptance, grant mechanics, and any amendments to plan documents in subsequent filings.

Eligible Options outstanding 1,455,963 shares as of April 24, 2026
Exercise price threshold $3.52 minimum per‑share exercise price to qualify as Eligible Option
Offer date (documented) April 27, 2026 date of Offer to Exchange document
Audited financial statements Dec 31, 2025 audited financials incorporated by reference (filed Feb 26, 2026)
Eligible Option financial
"An outstanding option is eligible for exchange (an “Eligible Option”) if it is held by an Eligible Holder"
New Option financial
"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”)"
exchange ratio financial
"determined by dividing the number of shares of Common Stock underlying the exchanged Eligible Option by the applicable exchange ratio"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
2014 Stock Option and Incentive Plan regulatory
"granted under the Company’s 2014 Stock Option and Incentive Plan (the “2014 Plan”) prior to 2025"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
 
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ROCKET PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
 
Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
77313F106
(CUSIP Number of Class of Securities)
 
Gaurav Shah, MD
Chief Executive Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
(609) 659-8001
 
With copies to:
 
Whitney J. Smith
Sean M. Jones
K&L Gates LLP
599 Lexington Ave.
New York, NY 10022
(212) 536-3900
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Person)
 
 
 
 
 ☐
 
 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 
 
 ☐
 
 
third party tender offer subject to Rule 14d-1.
 
 
 
☒
 
 
Issuer tender offer subject to Rule 13e-4.
 
 
 
 ☐
 
 
going-private transaction subject to Rule 13e-3.
 
 
 
 ☐
 
 
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
 
 
 ☐
 
 
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
 
 
 ☐
 
 
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
 
 
 
 
 
 
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
The executive officers and directors of the Company are set forth below:
 
 
 
 
Executive Officers
 
 
Title
Gaurav Shah, M.D.
 
 
Chief Executive Officer and Director
Sarbani Chaudhuri, M.B.A.
 
 
Chief Commercial & Medical Affairs Officer
Syed Rizvi, M.D.
 
 
Chief Medical Officer
Christopher Stevens
 
 
Chief Operating Officer
Jonathan Schwartz, M.D.
 
 
Chief Science & Gene Therapy Officer
John Militello, CPA
 
 
Vice President of Finance, Senior Controller & Treasurer
Martin Wilson, J.D.
 
 
General Counsel and Chief Corporate Officer, Interim Principal Financial Officer
 
 
 
 
 
 
 
 
Directors
 
 
 
Roderick Wong, M.D.
 
 
Chairman of the Board
Elisabeth Björk, M.D., Ph.D.
 
 
Director
Carsten Boess
 
 
Director
Mikael Dolsten, M.D., Ph.D.
 
 
Director
Peter Fong
 
 
Director
Fady Malik, M.D., Ph.D.
 
 
Director
Piratip Pratumsuwan
 
 
Director
Gaurav Shah, M.D.
 
 
Chief Executive Officer and Director
David P. Southwell
 
 
Director
 
 
 
 
Item 4.
Terms of the Transaction.
(a) Material Terms.
The information set forth in the Offer to Exchange under “Summary Term Sheet” and the information set forth in the Offering Memorandum under Section 1 (“Eligibility; Number of Options; Offer Expiration Date”), Section 3 (“Procedures for Electing to Exchange Options”), Section 4 (“Withdrawal Rights”), Section 5 (“Acceptance of Options for Exchange; Grant of New Options”), Section 6 (“Conditions of this Offer”), Section 9 (“Information Concerning Rocket”), Section 11 (“Status of Options Acquired by Us in this Offer; Accounting Consequences of this Offer”), Section 12 (“Agreements; Legal Matters; Regulatory Approvals”), Section 13 (“Material U.S. Federal Income Tax Consequences”) and Section 14 (“Extension of Offer; Termination; Amendment”) are incorporated herein by reference.
(b) Purchases.
The information set forth under Section 10 (“Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities”) of the Offering Memorandum is incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
(e) Agreements Involving the Subject Company’s Securities.
The information set forth 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 documents incorporated herein by reference as Exhibit (d)(1) through Exhibit (d)(3) also contain information regarding agreements relating to securities of the Company.
Item 6.Purposes of the Transaction and Plans or Proposals.
(a) Purposes.
The information set forth under Section 2 (“Purpose of this Offer”) of the Offering Memorandum is incorporated herein by reference.
(b) Use of Securities Acquired.
The information set forth under Section 5 (“Acceptance of Options for Exchange; Grant of New Options”) and Section 11 (“Status of Options Acquired by Us in this Offer; Accounting Consequences of this Offer”) of the Offering Memorandum is incorporated herein by reference.
(c) Plans.
The information set forth under Section 2 (“Purpose of this Offer”) of the Offering Memorandum is incorporated herein by reference.
Item 7.
Source and Amount of Funds or Other Consideration.
(a) Source of Funds.
The information set forth under Section 8 (“Source and Amount of Consideration; Terms of New Options”) and Section 15 (“Fees and Expenses”) of the Offering Memorandum is incorporated herein by reference.
(b) Conditions.
The information set forth under Section 6 (“Conditions of this Offer”) of the Offering Memorandum is incorporated herein by reference.
(d) Borrowed Funds.
Not applicable.
Item 8.
Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth under Section 10 (“Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities”) of the Offering Memorandum is incorporated herein by reference.
(b) Securities Transactions.
The information set forth under Section 10 (“Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities”) of the Offering Memorandum is incorporated herein by reference.
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or recommendations.
Not applicable.
Item 10.
Financial Statements.
(a) Financial Information.
The information set forth under Section 9 (“Information Concerning Rocket”) and Section 16 (“Additional Information”) of the Offering Memorandum is incorporated herein by reference. The audited financial statements of the Company dated December 31, 2025 filed with the SEC on EDGAR on February 26, 2026 are incorporated by reference.
(b) Pro Forma Information.
Not applicable.
Item 11.
Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1)
The information set forth under Section 10 (“Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities”) of the Offering Memorandum is incorporated herein by reference.
(2)
The information set forth under Section 12 (“Agreements; Legal Matters; Regulatory Approvals”) of the Offering Memorandum is incorporated herein by reference.
(3)
Not applicable.
(4)
Not applicable.
(5)
Not applicable
(c) Other Material Information.
Not applicable.
Item 12.
Exhibits.
 
 
 
 
Exhibit
Number
 
 
Description
(a)(1)(A)
 
 
Offer to Exchange Eligible Options for New Options, dated April 27, 2026
(a)(1)(B)
 
 
Communication to Employees from Chief Corporate Officer and General Counsel, sent April 1, 2026
(a)(1)(C)
 
 
Employee Information Session Slides
(a)(1)(D)
 
 
Employee Fact Sheet
(a)(1)(E)
 
 
Option Exchange Frequently Asked Questions
(a)(1)(F)
 
 
Form of Offer Commencement Email
(a)(1)(G)
 
 
Form of Welcome Email
(a)(1)(H)
 
 
Form of Confirmation Email
(a)(1)(I)
 
 
Form of Reminder Email
(a)(1)(J)
 
 
Form of Follow-Up Reminder Email
(a)(1)(K)
 
 
Form of Final Reminder Email
(a)(1)(L)
 
 
Form of Offer Expiration Notice
(a)(1)(M)
 
 
Screenshots of Option Exchange Website
(b)
 
 
Not applicable
(d)(1)
 
 
Second Amended and Restated 2014 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement (001-36829), filed with the SEC on April 30, 2018)
(d)(2)
 
 
Form of Incentive Stock Option Agreement (Employees) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (001-36829), filed with the SEC on August 14, 2018)
(d)(3)
 
 
Form of Non-Qualified Stock Option Agreement (Employees) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (001-36829), filed with the SEC on August 14, 2018)
(g)
 
 
Not applicable
(h)
 
 
Not applicable
107
 
 
Filing Fee Table
 
 
 
 
Item 13.
Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
 
 
 
 
ROCKET PHARMACEUTICALS, INC.
 
 
 
 
 
 
 
Date: April 27, 2026
 
 
By:
 
 
/s/ Gaurav Shah, MD
 
 
 
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What is Rocket Pharmaceuticals' (RCKT) Option Exchange?

The Option Exchange offers eligible employees replacement options in exchange for surrendering eligible outstanding options. The replacement grant size is set by dividing surrendered shares by an exchange ratio, rounded up.

Which options are eligible for exchange in the RCKT offer?

Eligible Options are grants under the 2014 Plan issued prior to 2025 with an exercise price per share of at least $3.52. Eligibility is limited to certain current employees.

How many options are subject to Rocket's exchange as of April 24, 2026?

As of April 24, 2026, there were Eligible Options to purchase 1,455,963 shares of Common Stock outstanding that meet the stated eligibility criteria.

Who is excluded from participating in the RCKT Option Exchange?

Excluded participants include board members, executive officers at the EVP level and above, and certain advisers, consultants, contractors and former employees.

How will Rocket determine the size of replacement New Options?

The number of shares underlying each New Option equals the surrendered option's share count divided by the applicable exchange ratio and rounded up, subject to the Offer terms and Terms of Election.