Amended Securities Registration (section 12(b)) (8-a12b/a)
11 Januar 2018 - 10:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rocket
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3475813
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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430 East 29
th
Street, Suite 1040
New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, $0.01 par value per share
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-210585
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered.
On January 4, 2018, the registrant (formerly known as Inotek Pharmaceuticals Corporation, a Delaware corporation) changed its name to
Rocket Pharmaceuticals, Inc. (the Registrant). The name change was made in connection with the closing of the transaction contemplated by the Agreement and Plan of Merger and Reorganization, dated as of September 12, 2017, by and
among the Registrant, Rocket Pharmaceuticals, Ltd., a privately held biopharmaceutical company (Rocket), and Rome Merger Sub, a wholly owned subsidiary of the Registrant (the Merger Subsidiary), pursuant to which the Merger
Subsidiary was merged with and into Rocket (the Merger) at the effective time of the Merger, with Rocket continuing after the Merger as the surviving company and a wholly owned subsidiary of the Registrant. Also on January 4, 2018,
the Registrant implemented a reverse split of its issued and outstanding common stock at a ratio of one-for-four, such that every four shares of issued and outstanding common stock were combined into a single share of common stock, with fractions of
shares being rounded down and the holders thereof being entitled to be paid in cash for the value of such fractional shares (the Reverse Stock Split).
The description under the heading Description of Capital Stock relating to the Registrants Common Stock, $0.01 par value per
share, in the prospectus included in the Registrants Registration Statement on Form S-3 (File No. 333-210585) (the Registration Statement), filed under the Securities Act of 1933, as amended (the Securities Act),
with the Securities and Exchange Commission (the Commission) is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act that
constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference. The implementation of the Reverse Stock Split did not affect the Registrants authorized share capital, as set forth in the Registration
Statement.
Item 2. Exhibits.
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Exhibit
No.
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Description
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3.1
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Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Annual report on Form 10-K (File No. 001-36829) filed on March 31, 2015).
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3.2
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Certificate of Amendment (Reverse Stock Split) to the Certificate of Incorporation of the Company, dated January 4, 2018 (incorporated by reference to Exhibit 3.1 to the Registrants current report on Form 8-K
(File No. 001-36829) filed on January 5, 2018).
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3.3
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Certificate of Amendment (Name Change) to the Certificate of Incorporation of the Company, dated January 4, 2018 (incorporated by reference to Exhibit 3.2 to the Registrants current report on Form 8-K
(File No. 001-36829) filed on January 5, 2018).
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3.4
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Amended and Restated Bylaws of the Registrant.**
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2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Rocket Pharmaceuticals, Inc.
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Dated: January 11, 2018
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By:
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/s/ Gaurav Shah
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Name:
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Gaurav Shah
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Title:
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President and Chief Executive Officer
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3
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