On June 8, 2020 Rocket Pharmaceuticals, Inc. (NASDAQ: RCKT) ("Rocket"), a clinical-stage company advancing an integrated and sustainable pipeline of genetic therapies for rare childhood disorders, reported that on June 5, 2020 it has entered into a privately negotiated agreement (the "Exchange Agreement") with a holder of its outstanding 5.75% Convertible Senior Notes due 2021 (the "2021 Notes") (Press release, Rocket Pharmaceuticals, JUN 8, 2020, View Source [SID1234560904]). Pursuant to the Exchange Agreement, Rocket will exchange $7.5 million aggregate principal amount of the 2021 Notes for (a) $7.5 million aggregate principal amount of its newly issued 6.25% Convertible Senior Notes due 2022 (the "2022 Notes") (an exchange ratio equal to 1.00 2022 Notes per exchanged 2021 Note) and (b) an amount of cash equal to the accrued and unpaid interest, if any, on the exchanged 2021 Notes from, and including, February 1, 2020, to, but excluding, the closing date of the exchange transactions adjusted to take into account the unearned accrued interest on the 2022 Notes from, and including, February 20, 2020. The exchange transaction is expected to close on or about June 12, 2020, subject to customary closing conditions.

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The 2022 Notes to be issued in the exchange transaction will be issued as additional notes pursuant to the indenture, dated as of August 5, 2016, between Rocket and Wilmington Trust, National Association, as trustee, as supplemented by the second supplemental indenture, dated as of February 20, 2020, governing the 2022 Notes, and will constitute the same series of securities as the $39.35 million aggregate principal amount of 2022 Notes issued on February 20, 2020. After giving effect to the issuance of the additional 2022 Notes and the exchange of the 2021 Notes pursuant to the exchange transaction, $46.85 million aggregate principal amount of the 2022 Notes is expected to be issued and outstanding and $5.15 million aggregate principal amount of the 2021 Notes is expected to remain issued and outstanding.

The additional 2022 Notes and any of Rocket’s common stock issuable upon conversion of the additional 2022 Notes have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold without registration under, or an applicable exemption from, the registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.