Item 1.01 Entry into a Material Definitive Agreement.

Exchange Transactions

On February 20, 2020, in connection with the consummation of previously announced private transactions, Rocket Pharmaceuticals, Inc. (the "Company") issued $39.35 million aggregate principal amount of its 6.25% Convertible Senior Notes due 2022 (the "2022 Notes") pursuant to the Second Supplemental Indenture (the "Second Supplemental Indenture"), dated as of February 20, 2020, between the Company and Wilmington Trust, National Association, as trustee (the "2022 Notes Trustee"). The Second Supplemental Indenture supplements the Indenture between the Company and Wilmington Trust, National Association, as trustee, dated as of August 5, 2016 (the "Base Indenture" and, together with the Second Supplemental Indenture, the "2022 Notes Indenture").

The Company issued the 2022 Notes in exchange for $39.35 million aggregate principal amount of its 5.75% Convertible Senior Notes due 2021 (the "2021 Notes") pursuant to privately negotiated exchange agreements (the "Exchange Agreements") entered into with certain holders of 2021 Notes (the "Exchange Transactions"). A copy of the form of Exchange Agreement, substantially in the form entered into on February 10, 2020, with the exchanging holders in the Exchange Transactions, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 11, 2020. In exchange for issuing 2022 Notes pursuant to the Exchange Transactions, the Company received and cancelled the exchanged 2021 Notes.

The 2022 Notes were offered, issued and sold in the Exchange Transactions in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the 2022 Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the 2022 Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The 2022 Notes bear cash interest at the rate of 6.25% per annum, payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2020. The 2022 Notes will mature on August 1, 2022, unless earlier repurchased, redeemed or converted in accordance with their terms. The 2022 Notes will be convertible at the option of holders of the 2022 Notes at any time until the close of business on the second business day immediately preceding the maturity date. Upon conversion, holders of the 2022 Notes will receive shares of the Company's common stock.

The conversion rate for the 2022 Notes will initially be 31.1876 shares of the Company's common stock per $1,000 principal amount of 2022 Notes, which is equivalent to an initial conversion price of approximately $32.06 per share of common stock, and is subject to adjustment under the terms of the 2022 Notes. In certain circumstances, the conversion rate will be increased in connection with voluntary conversions by the holders of the 2022 Notes or following certain corporate events that occur prior to the maturity date for a holder who elects to convert its 2022 Notes in connection with such corporate event. Holders of the 2022 Notes may require the Company to repurchase their 2022 Notes upon the occurrence of a fundamental change prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the 2022 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Company may redeem for cash all or any portion of the 2022 Notes, at its option, if the last reported sale price of its common stock is equal to or greater than 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which the Company provides written notice of redemption. The redemption price will be equal to 100% of the principal amount of the principal amount of 2022 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 2022 Notes Indenture contains customary terms and covenants and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the 2022 Notes Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2022 Notes may declare 100% of the principal of, and any accrued and unpaid interest on, all of the 2022 Notes to be due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest, if any, on all of the 2022 Notes will become due and payable automatically. Notwithstanding the foregoing, the 2022 Notes Indenture provides that, to the extent the Company elects and for up to 180 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the 2022 Notes Indenture consists exclusively of the right to receive additional interest on the 2022 Notes.

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The foregoing description of the 2022 Notes Indenture and the 2022 Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Notes Indenture and the Form of 2022 Note. Copies of the Second Supplemental Indenture and the Form of 2022 Note are filed as Exhibit 4.2 and Exhibit 4.2.1, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Amendment to 2021 Notes Indenture

In connection with the Exchange Transactions described above, the Company received the requisite consents from holders of 2021 Notes to amend the First Supplemental Indenture, dated as of August 5, 2016 (the "First Supplemental Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "2021 Notes Trustee") (the Base Indenture, as supplemented by the First Supplemental Indenture, the "2021 Notes Indenture"), in respect of the 2021 Notes, to, among other things, eliminate the debt covenant in the 2021 Notes Indenture. On February 18, 2020, the Company and the 2021 Notes Trustee entered into the Amendment to First Supplemental Indenture, dated as of February 18, 2020 (the "2021 Notes Amendment"), to amend the 2021 Notes Indenture as provided for in the consents. The 2021 Notes Amendment was effective immediately upon its execution and delivery, and the amendments to the 2021 Notes Indenture became operative upon the payment by the Company of the applicable consideration payable under the terms of the Exchange Agreements in respect of the 2021 Notes for which consents had been validly delivered (and not validly revoked) prior to the consummation of the Exchange Transactions on February 20, 2020.

The foregoing description of the 2021 Notes Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Notes Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the 2022 Notes is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.                                 Description
  4.1         Amendment to First Supplemental Indenture, dated as of February 18,
              2020, between Rocket Pharmaceuticals, Inc. and Wilmington Trust,
              National Association, as trustee.
  4.2         Second Supplemental Indenture, dated as of February 20, 2020, between
              Rocket Pharmaceuticals, Inc. and Wilmington Trust, National
              Association, as trustee.
              Form of 6.25% Convertible Senior Note due 2022 (included as part of
  4.2.1       Exhibit 4.2).

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