Item 2.01
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Completion of Acquisition or Disposition of Assets
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As previously disclosed, on
September 12, 2017, Inotek Pharmaceuticals Corporation (the
Company
) entered into an Agreement and Plan of Merger and Reorganization (the
Merger Agreement
) with Rocket Pharmaceuticals, Ltd., a privately
held biopharmaceutical company (
Rocket
), and Rome Merger Sub, a wholly owned subsidiary of the Company (the
Merger Subsidiary
), pursuant to which the Merger Subsidiary was merged with and into Rocket (the
Merger
) at the effective time of the Merger (the
Effective Time
), with Rocket continuing after the Merger as the surviving company and a wholly owned subsidiary of the Company. A complete description of the
terms of the Merger Agreement is included in the Companys Proxy Statement on Schedule 14A (the
Proxy Statement
) which was filed with the Securities and Exchange Commission on December 4, 2017.
On January 4, 2018, the Company, Rocket and the Merger Subsidiary closed the transaction contemplated by the Merger Agreement, and the Merger Subsidiary
was merged with and into Rocket, with Rocket continuing as the surviving company and a wholly owned subsidiary of the Company. Following the completion of the Merger, the business being conducted by the Company became primarily the business
conducted by Rocket, which is a multi-platform biotechnology company focused on the development of first-in-class gene therapies for rare and devastating pediatric diseases. In connection with the Merger, the name of the Company was changed to
Rocket Pharmaceuticals, Inc.
As a result of the Merger, and after giving effect to the Reverse Stock Split (as defined and described below),
each outstanding share of Rocket share capital (including shares of Rocket share capital to be issued upon exercise of outstanding share options) automatically converted into the right to receive approximately 76.185 shares of the Companys
common stock (the
Exchange Ratio
), par value $0.001 per share. Following the closing of the Merger, holders of the Companys common stock immediately prior to the Effective Time owned approximately 18.643% on a fully diluted
basis, and holders of Rocket common stock immediately prior to the Effective Time owned approximately 81.357% on a fully diluted basis, of the combined Companys common stock.
The Companys common stock will remain listed on the NASDAQ Stock Market, with trading having commenced on a post-split basis (giving effect to the
Reverse Stock Split described below) and under the new name as of January 5, 2018. The trading symbol also changed on that date from ITEK to RCKT. The Companys common stock is represented by a new CUSIP number
77313F 106.
Concurrently and in connection with the execution of the Merger Agreement, certain stockholders of the Company, owning in the aggregate
approximately 5% of the Companys fully diluted common stock (including common stock which may be issued upon exercise of options and vesting of restricted stock units or settlement of vested restricted stock units), and certain Rocket
shareholders, owning in the aggregate approximately 62.1% of Rockets outstanding share capital (on an as-converted to Rocket ordinary share basis), entered into lock-up agreements, pursuant to which such parties have agreed not to, except in
limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, shares of the Companys common stock, including, as applicable, shares received in the merger and issuable upon exercise of certain options,
from the closing of the Merger until 180 days from the closing date of the Merger.
At the Effective Time, each outstanding option, whether or not vested,
to purchase ordinary shares of Rocket that remained unexercised prior to the Effective Time was converted into and became an option to purchase common stock of the Company, and the Company assumed the Rocket share option
plans as identified in the Merger Agreement (the
Rocket Share Option Plans
) and each such Rocket option in accordance with its terms. The Company reserved for issuance under
each Rocket Share Option Plan a number of shares of common stock of the Company equal to the number of shares of common stock so reserved by Rocket (adjusted for the Exchange Ratio) immediately prior to the Effective Time. All rights with respect to
each Rocket option were assumed by the Company in accordance with its terms. Accordingly, from and after the Effective Time of the Merger each option assumed by the Company may be exercised solely for shares of common stock of the Company.
The number of shares of common stock of the Company subject to each outstanding Rocket option assumed by the Company was determined by multiplying
(A) the number of shares of Rocket common stock that were subject to such option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of
common stock of the Company.
The per-share exercise price for the common stock of the Company issuable upon exercise of each Rocket option assumed by the
Company was determined by dividing (A) the per share exercise price of Rocket common stock subject to such option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, rounding the resulting exercise price up to
the nearest whole cent.
Any restriction (e.g., vesting condition) on the exercise of any Rocket option assumed by the Company shall continue in full
force and effect and the term, exercisability, vesting schedule and other provisions of such Rocket option shall, subject to certain exceptions set forth in the Merger Agreement, otherwise remain unchanged.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Agreement and Plan of Merger and Reorganization, which was
filed as Exhibit 2.1 to the Companys Form 8-K, dated September 12, 2017.