Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On October 3, 2022, Rocket Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and SVB Securities LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell up to 7,820,000 shares of common stock (the "Shares"), which includes 1,020,000 shares (the "Optional Shares") that may be sold pursuant to a 30-day option to purchase additional shares granted to the Underwriters (the "Offering"). The Shares were offered and sold in the Offering at the public offering price of $14.75 per share and were purchased by the Underwriters from the Company at a price of $13.865 per share.

The Offering was made pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-253756), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").

The Company estimates that the net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $94.0 million, or approximately $108.1 million if the Underwriters exercise in full their option to purchase the Optional Shares. The Company intends to use the net proceeds from the offering primarily to fund the further development of its pipeline of gene therapies for rare diseases, including the advancement of RP-L201 into a Phase 2 clinical trial and the continued clinical development of RP-L102, to accelerate the development of in-house manufacturing capabilities and for general corporate purposes.

The Offering is expected to close on October 6, 2022, subject to customary closing conditions. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities.

Pursuant to the Underwriting Agreement, the Company's executive officers and directors, and certain other shareholders entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement, providing for a 90-day "lock-up" period with respect to sales of the Company's common stock, subject to certain exceptions.

The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion of Goodwin Procter LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                              Description

  1.1       Underwriting Agreement, dated October 3, 2022, among Rocket
            Pharmaceuticals, Inc. and Morgan Stanley & Co. LLC, J.P. Morgan
            Securities LLC and SVB Securities LLC, as representatives of the
            several underwriters named in Schedule A thereto.
  5.1       Opinion of Goodwin Procter LLP

23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1) Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document).

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