Rocket Pharmaceuticals, Inc. Announces New \$100 Million At-the-Market Equity Offering with Cantor Fitzgerald

Key Highlights

• New Sales Agreement: On March 10, 2026, Rocket Pharmaceuticals, Inc. entered into a new Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. as sales agent.
• Potential Offering Size: The agreement allows Rocket Pharmaceuticals to offer and sell, from time to time, shares of its common stock with an aggregate offering price of up to \$100 million through Cantor Fitzgerald.
• Termination of Previous ATM Program: The company simultaneously terminated its prior at-the-market (“ATM”) sales agreement with Cowen and Company, LLC, which had been in place since February 28, 2022 (and amended September 12, 2023).
• Legal Opinion: K&L Gates LLP, counsel to Rocket Pharmaceuticals, provided a legal opinion relating to the validity of the shares to be issued under this new program.
• Regulatory Compliance: The shares will only be offered and sold pursuant to an effective shelf registration statement on Form S-3 (No. 333-293925), and the company affirms compliance with SEC rules and Nasdaq listing requirements.

Details of the Sales Agreement

• Aggregate Value: Up to \$100 million of common stock may be sold under the new agreement.
• Sales Mechanism: Sales of shares may be made by Cantor Fitzgerald, acting as agent, through ordinary brokers’ transactions on Nasdaq, negotiated transactions, or as otherwise agreed.
• Limitations: At no time may the company sell more shares than registered under the Form S-3, and no more than 20,000,000 shares in total may be sold pursuant to this agreement.
• Company Representations: The company affirms that all information in the registration statement and prospectus is accurate and does not omit any material fact. There are no material adverse changes or developments not already disclosed to the public.
• Use of Proceeds: Net proceeds from the ATM program will be used as described in the prospectus, potentially for general corporate purposes, including R&D, working capital, and capital expenditures.

Potential Impact on Shareholders and Stock Price

• Dilution Risk: The issuance and sale of up to \$100 million of additional common shares will dilute existing shareholders’ ownership percentages.
• Market Impact: The ATM program gives the company flexibility to raise capital as needed, which can be positive for funding operations but could pressure the share price if significant volumes are sold into the market.
• No Current Material Adverse Events: The company represents that there are no undisclosed material adverse changes, no regulatory stop orders, and no violations of listing or regulatory requirements that would impact the offering or company operations.
• Transparency and Reporting: Rocket Pharmaceuticals commits to disclose, in its quarterly and annual reports, the number of shares sold and the net proceeds received under the ATM program, ensuring transparency for investors.
• Compliance with Sarbanes-Oxley and Internal Controls: The company maintains robust internal controls over financial reporting and disclosure procedures, with no reported material weaknesses or fraud.

Additional Shareholder Information

• No Restrictions on Subsidiary Dividends: Except as disclosed, Rocket Pharmaceuticals’ subsidiaries are not restricted from paying dividends or transferring assets to the parent company.
• Legal and Regulatory Clean Bill: The company is not subject to any pending or threatened regulatory actions, stop orders, or delisting procedures at Nasdaq.
• Independent Auditors: EisnerAmper LLP continues as Rocket’s independent registered public accounting firm.
• No Market Manipulation: The company affirms it has not, and will not, engage in any activities to manipulate or stabilize the stock price in connection with this offering.

Conclusion

This announcement is significant for Rocket Pharmaceuticals investors, as the new \$100 million ATM program provides the company with enhanced financial flexibility but also introduces potential dilution and share price volatility depending on the timing and volume of any future share sales. The termination of the previous ATM agreement and initiation of a new one may signal a refreshed approach to capital raising, possibly aligning with new strategic objectives or upcoming milestones. Shareholders should closely monitor subsequent company filings for details regarding actual share sales and the use of proceeds, as these will have a direct impact on the company’s financial position and potentially on its market valuation.

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or solicitation of an offer to buy any securities. Investors should review the company’s SEC filings and consult with their financial advisors before making investment decisions. The information herein is based on filings as of March 10, 2026, and may change without notice.

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