[8-K] Rocket Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Canadian Imperial Bank of Commerce (CIBC) has filed a Rule 424(b)(2) Pricing Supplement for a US $19.38 million issuance of Senior Global Medium-Term Notes linked to the S&P 500® Equal Weight Energy Index (Bloomberg: S10). The three-part prospectus package (base prospectus, supplement and equity index underlying supplement dated 5-Sep-2023) is superseded where inconsistent.

Core economics

• Principal: US $1,000 per note; minimum investment one note.
• Trade date / settlement: 9-Jul-2025 / 14-Jul-2025; maturity 21-Dec-2026 (≈17.5 months).
• No coupon. Payment at maturity depends solely on index performance between trade date and 17-Dec-2026 (determination date).
• Digital payoff: • If the final index level ≥ 85 % of the initial level (2,797.55), investor receives a fixed maximum settlement amount of US $1,123.50 (12.35 % return). • If the index falls below the 85 % threshold, loss of principal is accelerated by a 117.65 % buffer rate; a 100 % decline wipes out the entire investment.
• Estimated value: CIBC’s internal model values the notes at US $973.80, 2.6 % below the US $1,000 issue price, primarily due to funding spread and dealer compensation.
• Distribution: Goldman Sachs & Co. LLC is sole agent; 1.13 % selling concession (US $218,994) paid from proceeds. Notes will not be listed and GS&Co. is not obligated to make a market.

Risk highlights

• Principal risk: losses begin once the index is <85 % of initial and may reach 100 %.
• Capped upside: maximum positive return limited to 12.35 %, even if the index rises substantially.
• Credit risk: payments rely on CIBC as unsecured senior debt; notes are not CDIC/FDIC-insured and not bail-inable.
• Liquidity risk: no exchange listing; secondary market dependent on GS&Co.’s discretion; bid/ask will reflect dealer models, declining premium and funding costs.
• Valuation gap: initial estimated value below issue price; secondary prices expected to fall toward model value after 8-Oct-2025 when the additional amount amortises to zero.
• Sector concentration: underlying index is 100 % energy sector and equal-weighted across relatively few constituents, amplifying volatility relative to the broad S&P 500.
• Tax ambiguity: U.S. tax treatment as prepaid derivative is uncertain; Canadian tax counsel expects no withholding on interest deemed paid to non-residents.

Strategic context

At US $19.38 million, the note size is immaterial to CIBC’s balance sheet but provides cost-effective U.S. dollar funding (net proceeds ≈ US $19.16 million) and expands the bank’s structured-products shelf. For investors, the notes offer a short-dated, digital exposure to the energy sub-sector with limited upside and significant downside risk, effectively exchanging equity risk for a fixed-income credit exposure plus option-like payoff.

Insights

Structured Products Analyst

TL;DR Small CIBC note issue offers 12.35 % capped upside and 15 % buffer; high downside and credit risk make impact on CIBC stock negligible.

Impact assessment – Not impactful (rating 0). The US $19.38 million issuance is de-minimis versus CIBC’s multi-billion funding stack; it neither alters capital ratios nor earnings guidance. From an investor product view, the structure is a standard digital buffered note: attractive to tactical energy bulls seeking limited upside but exposes holders to full principal loss beyond a 15 % drop. Key model value (US $973.80) under issue price and illiquidity clause mean secondary marks will likely fall after the initial three-month premium amortises. Regulatory, tax and bail-in carve-outs are all customary. Overall, routine funding activity with no material implication for CIBC equity investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  July 7, 2025

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

Registrant’s telephone number, including area code:  (646) 440-9100

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 5.02. Appointment of Certain Officers

On July 7, 2025, Christopher Stevens was appointed by Rocket Pharmaceuticals, Inc. (the “Company”) as the Company’s Chief Operating Officer. Additionally, on July 7, 2025, Dr. Kinnari Patel transitioned from Chief Operating Officer, President and Head of R&D to President, Head of R&D.

Mr. Stevens, age 45, most recently served as the Executive Vice President and Chief Patient Supply Officer from October 2022 through July 2025 at Spark Therapeutics, a private gene therapy company, where he successfully led teams across manufacturing, supply chain, quality, compliance, engineering, EHS, and facilities, playing a key role in delivering gene therapies to patients globally. During his tenure at Spark, he was also Head of Manufacturing from February 2017 through April 2020, through the approval and launch of Luxturna, the first gene therapy approved for a genetic disease in the U.S. and EU. Mr. Stevens later served as Asset General Manager, from April 2020 through May 2022, for the Hemophilia A program and subsequently Head of Product Strategy, from May 2022 through October 2022, overseeing program development for Spark’s entire portfolio. Prior to Spark, Mr. Stevens was at GlaxoSmithKline, a global biopharma company, from January 2013 through February 2017, where he led teams focused on strategy, operations, and planning, as well as GMP clinical manufacturing operations including process transfer and cell banking. Earlier in his career he held roles of increasing responsibility at Bristol-Myers Squibb, a global biopharma company, from June 2001 through January 2013, in process engineering, manufacturing and supply chain in Massachusetts, Indiana and Puerto Rico. Mr. Stevens currently serves as President of the Board at A Haven – a non-profit family grief center in Chester County, Pennsylvania. He received his M.S. in Industrial Management from the University of Southern Indiana and a B.S. in Chemical Engineering from Purdue University.

On July 7, 2025 (the “Effective Date”), the Company and Mr. Stevens entered into an executive employment agreement (the “Executive Employment Agreement”) pursuant to which he is initially entitled to receive an annual base salary of $525,000 and a target annual bonus of 45% of such salary. In connection with the appointment, the Company will grant Mr. Stevens new hire equity compensation equal to approximately $2,500,000, one-half of which will be in the form of options (the “Options”) to purchase shares of the Company’s common stock, par value $0.01 per share, and one-half of which will be in the form of restricted stock units (“RSUs”). One-third of the RSUs and Options will vest on the first anniversary of the grant, and the remaining two-thirds will vest in eight quarterly increments over the following two years, subject to Mr. Stevens’ continued employment with the Company. The Company has also agreed that on the first Monday of the month following the one-year anniversary of the Effective Date, Mr. Stevens will receive an additional equity compensation award with a total value of $500,000, using the closing price on the day of the grant. One-half of the additional grant will be in the form of Options and one-half will be in the form of RSUs. The Company will also pay Mr. Stevens a sign-on bonus of $250,000 in a lump sum thirty days following Mr. Stevens’ start date so long as he remains actively employed as of that date. The Executive Employment Agreement provides for a severance payment of nine months of annual base salary and nine months of Company-paid COBRA benefits upon certain qualifying terminations of employment and Mr. Stevens’ execution of an irrevocable release of claims in favor of the Company. In connection with a qualifying termination within twelve months following a Change in Control (as defined in the Executive Employment Agreement), Mr. Stevens would be entitled to a lump sum payment equal to twelve months of annual base salary, a lump sum amount equal to any annual bonus to which Mr. Stevens would have been entitled for the year in which termination occurs, and, if timely elected, twelve months of Company-paid COBRA benefits.

Mr. Stevens has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Stevens has no family relationship with any of the executive officers or directors of the Company. There were neither any arrangements nor any understandings between Mr. Stevens and any other person pursuant to which he was to be appointed as an officer of the Company.

The foregoing description of Mr. Stevens’ Executive Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

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: July 11, 2025	By:	/s/ Martin Wilson
		Martin Wilson
		General Counsel and Chief Corporate Officer, SVP

FAQ

What index underlies CIBC’s Digital S&P 500 Equal Weight Energy notes (CM)?

The notes reference the S&P 500® Equal Weight Energy Index (Bloomberg: S10), an equally weighted basket of energy-sector constituents from the S&P 500.

How much can an investor earn at maturity on the CIBC 2026 energy notes?

If the index closes at or above 85 % of its initial 2,797.55 level, each US $1,000 note pays a fixed US $1,123.50 (12.35 % return).

What happens if the underlying index drops more than 15 %?

The payoff becomes $1,000 + 1.1765 × (index return + 15 %); a 50 % drop would return only ≈ US $588.24, and a 100 % drop zeros out principal.

Do the notes pay interest or list on an exchange?

No. No periodic interest is paid, and the notes will not be listed; secondary liquidity depends solely on dealer willingness.

How does CIBC’s estimated note value compare with the issue price?

The bank’s internal model values the note at US $973.80, about 2.6 % below the US $1,000 issue price, reflecting funding and structuring costs.

When will Goldman Sachs’s secondary bid reflect only model value?

After 9-Oct-2025, the additional premium amortises to zero; bids are then expected near the dealer’s model value plus bid/ask spread.