UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): March 26, 2026

Date of Report (Date of earliest event reported)

March 10, 2026

Rocket Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36829	04-3475813
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 Cedarbrook Drive

9 Cedarbrook Drive, Cranbury, NJ		08512
(Address of principal executive offices)		(Zip Code)

~~Cranbury~~Registrant’s telephone number, NJincluding ~~08512~~area code: (646) 440-9100

(Address of principal executive offices, including zip code)

(609) 659-8001

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	RCKT	The Nasdaq Global Market

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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On March 1027, 2026, Rocket Pharmaceuticals, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~sales~~press ~~agreement~~release ~~(the~~announcing ~~“Sales~~that ~~Agreement”)~~the U.S. ~~with~~Food ~~Cantor~~and ~~Fitzgerald~~Drug &Administration ~~Co.~~ (~~the~~FDA) ~~“Sales~~has ~~Agent”~~approved KRESLADI™ (marnetegragene autotemcel), ~~with~~an ~~respect~~autologous tohematopoietic anstem atcell-~~the-market~~based ~~offering~~gene ~~program~~therapy ~~pursuant~~indicated tofor ~~which~~ the ~~Company~~treatment ~~may~~of ~~offer~~pediatric ~~and~~patients ~~sell,~~with ~~from~~severe ~~time~~leukocyte toadhesion ~~time~~deficiency-I (LAD-I) atdue ~~its~~to ~~sole~~biallelic ~~discretion,~~variants ~~shares~~in ofITGB2 ~~its~~without ~~common~~an ~~stock,~~available ~~par~~human ~~value~~leukocyte ~~$0.01~~antigen-matched ~~per~~sibling ~~share,~~donor ~~having an aggregate offering~~for ~~price~~ allogeneic ofhematopoietic upstem tocell ~~$100,000,000 (the “Shares”), through the Sales Agent~~transplant. ~~The~~With ~~Shares to be offered and sold under~~ the ~~Sales~~approval ~~Agreement,~~of ~~if any~~KRESLADI, ~~will~~the beFDA ~~offered~~granted ~~and sold pursuant to~~ the Company’s ~~shelf~~a ~~registration~~Rare ~~statement~~Pediatric onDisease ~~Form~~Priority ~~S-3~~Review ~~(File~~Voucher ~~No. 333-293925~~(PRV), ~~which~~a ~~was~~program ~~filed~~designed ~~with~~to ~~the~~encourage ~~Securities~~development ~~and~~of ~~Exchange~~therapies ~~Commission~~for ~~(“SEC”)~~rare onpediatric ~~March 2, 2026~~diseases. The Company ~~filed~~intends ato ~~prospectus~~evaluate ~~supplement~~strategic ~~with~~options ~~the~~to ~~SEC~~monetize onthe ~~March~~PRV ~~10, 2026~~ in ~~connection~~a ~~with~~manner ~~the~~designed ~~offer~~to ~~and~~enhance ~~sale~~financial offlexibility ~~the~~and ~~Shares~~maximize ~~pursuant~~shareholder ~~to the Sales Agreement~~value.

~~Under~~A ~~the~~copy ~~Sales Agreement, the Company will set the parameters for the sale~~ of ~~Shares, including~~ the ~~number~~press ofrelease ~~Shares~~is toincluded beas ~~sold,~~Exhibit ~~the~~99.1 ~~time~~hereto ~~period during which sales of Shares are requested to be made, any limitation on the number of Shares that may be sold in any one day~~ and ~~any~~is ~~minimum~~incorporated ~~price~~herein ~~below which sales may not be made. Subject to the terms of the Sales Agreement, the Sales Agent may sell the Shares~~ by any method that is deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Global Market (“Nasdaq”) or any other trading market for the Sharesreference.

The ~~Company~~information orunder ~~the~~this ~~Sales~~Item ~~Agent~~7.01, ~~may~~including ~~suspend~~Exhibit or99.1, ~~terminate~~shall ~~the~~not ~~offering~~be ofdeemed ~~Shares~~“filed” ~~upon~~for ~~notice~~purposes toof ~~the~~Section ~~other~~18 ~~party~~of ~~and~~the ~~subject~~Securities toExchange ~~other~~Act ~~conditions.~~of ~~The~~1934, ~~offering~~as ofamended, ~~Shares pursuant to~~ (the ~~Sales~~“Exchange ~~Agreement will terminate upon the earlier of (i~~Act”) ~~the~~or ~~sale~~otherwise ~~of all Shares~~ subject to the ~~Sales~~liabilities ~~Agreement or (ii) termination~~ of ~~the~~that ~~Sales~~section, ~~Agreement in accordance with the terms~~ and ~~conditions~~shall ~~set~~not ~~forth~~be ~~therein. The~~deemed ~~Sales~~to ~~Agent~~be ~~will~~incorporated ~~act~~by asreference ~~sales~~into ~~agent~~the onfilings aof ~~commercially~~the ~~reasonable~~Company ~~efforts~~under ~~basis~~the ~~consistent~~Securities ~~with~~Act ~~its~~or ~~normal~~the ~~trading~~Exchange ~~and~~Act, ~~sales~~except ~~practices~~as ~~and~~shall ~~applicable~~be expressly ~~state~~set ~~and~~forth ~~federal~~by ~~law,~~specific ~~rules~~reference ~~and~~in ~~regulations~~such ~~and the rules of Nasdaq~~filing.

The Company will pay the Sales Agent a cash commission of up to 3.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company will also reimburse the Sales Agent for certain expenses incurred in connection with the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

K&L Gates LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy any Shares, nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 1.02. Termination of a Material Definitive Agreement.

Upon entry into the Sales Agreement, the Company terminated its prior “at-the-market” sales agreement with Cowen and Company, LLC, an affiliate of TD Securities (USA) LLC, dated February 28, 2022, (the “Prior Sales Agreement”), as amended by Amendment No. 1 to the Prior Sales Agreement, dated as of September 12, 2023 (“Amendment No. 1”), pursuant to which the Company could offer and sell, from time to time through Cowen and Company, LLC, as its agent, shares of the Company’s common stock.

Descriptions of the terms and conditions of the Prior Sales Agreement and Amendment No. 1 are set forth in the Company’s Current Reports on Form 8-K filed with the SEC on March 1, 2022 and September 12, 2023, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

5.1	Opinion of K&L Gates LLP, dated March 10, 2026
99.1	Press Release of Rocket Pharmaceuticals, Inc. dated March 27, 2026.
10.1	Sales Agreement, dated March 10, 2026, by and between the Company and Cantor Fitzgerald & Co.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
23.1	Consent of K&L Gates LLP (contained in Exhibit 5.1 above)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	Rocket Pharmaceuticals, Inc.
Date: March 10, 2026	By:	/s/ Martin Wilson
Date: March 27, 2026	By:	/s/ Martin Wilson
		Martin Wilson
		General Counsel and Chief Corporate Officer

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