Current Report Filing (8-k)
April 04 2018 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2018
Rocket Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36829
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04-3475813
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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430 East 29th Street, Suite 1040
New York, New York 10016
(Address of Principal Executive Offices)
(646)
440-9100
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) At its meeting on March 29, 2018, Board of Directors (the Board) of Rocket Pharmaceuticals, Inc. (the Company), excluding
Gaurav Shah, approved, upon recommendation of the Compensation Committee of the Board (the Compensation Committee), certain actions concerning the compensation of the Companys Chief Executive Officer, Gaurav Shah, as described
below.
Base Salary and Bonus Adjustments
The
Board approved a base salary increase for Dr. Shah. As a result of this increase, Dr. Shah will receive an annual base salary of $415,000. The increase is effective as of January 5, 2018. The Board also approved an increase to the
target bonus opportunity for Dr. Shah. For 2018, Dr. Shah will have a target bonus opportunity equal to 55% of his base salary. The bonus will be paid annually subject to the achievement of performance goals established by the Compensation
Committee.
All other material terms of Dr. Shahs employment remain unchanged.
Bonus Payouts
The Compensation Committee approved
the payout of bonuses for 2017 performance to Dr. Shah and for 2018
year-to-date
performance to the Companys Controller, John Militello. The payouts, which
were in the amount of $125,000 and $20,000, respectively, were based on the fiscal year 2017 performance of Rocket Pharmaceuticals, Ltd., which was acquired by the Company on January 4, 2018.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On March 29,
2018, the Board approved and adopted amendments to the Amended and Restated
By-Laws
of the Company (the Bylaws), effective immediately, to establish the right for stockholders who collectively own
at least 20 percent of the outstanding shares of common stock of the Company to call a special meeting of the stockholders, subject to the procedural and other requirements set forth in the Bylaws, and to require that a Timely Notice (as
defined in the Bylaws) also include a representation that a proposing stockholder (or a qualified representative of the stockholder) intends to appear at the stockholder meeting to make any director nomination or propose any such other business to
be presented at the special meeting. The amendments to the Bylaws also include certain other ministerial, clarifying and conforming changes.
The
foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Rocket Pharmaceuticals, Inc.
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Date: April 4, 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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