Rocket Pharmaceuticals Inc美股招股说明书(2026-03-10版)

Up to $100,000,000 ofCommon Stock We have entered into a sales agreement (the “sales agreement”) with Cantor Fitzgerald & Co. (“Cantor” or the“sales agent”) relating to shares of our common stock, par value $0.001 (the “common stock”), offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement,we may offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000 fromtime to time through Cantor acting as our agent. Upon our entry into the sales agreement, we terminated our priorsales agreement with TD Securities (USA) LLC (formerly known as Cowen and Company, LLC), datedFebruary22, 2022 (the “prior sales agreement”). At the time of such termination, approximately $65,850,000 outof an aggregate of $180,000,000 remained unsold under the prior sales agreement. Our common stock is listed on The Nasdaq Global Market under the symbol “RCKT.” On March 9, 2026, the lastreported sale price of our common stock on The Nasdaq Global Market was $5.11 per share. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be an “atthe market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended(the“Securities Act”). Cantor is not required to sell any specific amount of securities, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutuallyagreed terms between Cantor and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The compensation to Cantor for sales of common stock sold pursuant to the sales agreement will be an amountequal to 3% of the gross proceeds of any shares of common stock sold under the sales agreement. In connectionwith the sale of the common stock on our behalf, Cantor will be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation to Cantor will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to Cantor with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended(the“Exchange Act”). Our business and an investment in our common stock involve significant risks. These risks are describedunder the caption “Risk Factors” beginning on page S-5of this prospectus supplement and under similarheadings in the other documents that are incorporated by reference into this prospectus supplement andthe accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement and the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTSProspectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-5CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION BY REFERENCES-11 Prospectus ABOUT THIS PROSPECTUS1RISK FACTORS3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS4THE COMPANY6USE OF PROCEEDS8SECURITIES WE MAY OFFER9DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS17DESCRIPTION OF UNITS18DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OFINCORPORATION AND BY-LAWS21PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS27WHERE YOU CAN FIND MORE INFORMATION28INCORPORATION BY REFERENCE29 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on FormS-3 thatwe filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Underthis prospectus, we may from time to time offer shares of our common stock having an aggregate offering price ofup to $100,000,000 at prices and on terms to be determined by market conditions at the time of each such offering. This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Beforebuying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement andthe accompanying prospectus, together with the information incorporated by reference as described under theheadings “Where You Can Find More Information” and “Incorporation by Reference.” These documents containimportant information that you should consider when making your investment decision. This document consists of two parts. The first part is this prospectus supplement which describes the terms of thisoffering of common stock and also adds to and updates information contained in the accompanying prospectus andthe docum