8-K
filed December 1, 2022, 6:59 PM ET
CIK 0001799850
M&A
confidence high
sentiment neutral
materiality 0.85
Renovacor, Inc.: M&A transaction — Renovacor acquired by Rocket Pharmaceuticals; shareholders to receive 0.1763 Rocket shares per share
Renovacor, Inc.
- Acquisition closed Dec 1, 2022; each Renovacor share converted into 0.1763 Rocket shares.
- Renovacor delisted from NYSE American; reporting obligations to be terminated via Form 15.
- All directors (Gbola Amusa, Edward Benz, etc.) and officers resigned effective at closing.
- Stockholders voted overwhelmingly to adopt the merger: 14,716,307 for, 1,000 against.
- Company becomes wholly owned subsidiary of Rocket Pharmaceuticals.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc Semigran, M.D. departed as other at Renovacor, Inc..
- Action
- ceased
Exact text from the filing
each of Magdalene Cook, M.D., Marc Semigran, M.D., Joseph Carroll, Matthew Killeen, Ph.D., and Wendy DiCicco ceased to be officers of Renovacor and its subsidiaries
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonas Grossman resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Magdalene Cook, M.D. departed as other at Renovacor, Inc..
- Action
- ceased
Exact text from the filing
each of Magdalene Cook, M.D., Marc Semigran, M.D., Joseph Carroll, Matthew Killeen, Ph.D., and Wendy DiCicco ceased to be officers of Renovacor and its subsidiaries
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wendy DiCicco departed as other at Renovacor, Inc..
- Action
- ceased
Exact text from the filing
each of Magdalene Cook, M.D., Marc Semigran, M.D., Joseph Carroll, Matthew Killeen, Ph.D., and Wendy DiCicco ceased to be officers of Renovacor and its subsidiaries
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joan Lau, Ph.D. resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gbola Amusa, M.D. resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew Killeen, Ph.D. departed as other at Renovacor, Inc..
- Action
- ceased
Exact text from the filing
each of Magdalene Cook, M.D., Marc Semigran, M.D., Joseph Carroll, Matthew Killeen, Ph.D., and Wendy DiCicco ceased to be officers of Renovacor and its subsidiaries
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory F. Covino resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Needham resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Carroll departed as other at Renovacor, Inc..
- Action
- ceased
Exact text from the filing
each of Magdalene Cook, M.D., Marc Semigran, M.D., Joseph Carroll, Matthew Killeen, Ph.D., and Wendy DiCicco ceased to be officers of Renovacor and its subsidiaries
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward J. Benz, Jr. resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Magdalene Cook, M.D. resigned as Director at Renovacor, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the resignations of Gbola Amusa, M.D, Edward J. Benz, Jr., Magdalene Cook, M.D., Gregory F. Covino, Jonas Grossman, Joan Lau, Ph.D., and Thomas Needham from the board of directors of Renovacor and any committees thereof became effective
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Renovacor, Inc.: Amendments to articles of incorporation and bylaws as part of merger, subject to certain changes per merger agreement.
- Change
- charter amendment
Exact text from the filing
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the consummation of the First Merger and pursuant to the Merger Agreement, (a) at the First Effective Time, the Second Amended and Restated Certificate of Incorporation, as amended, and the Bylaws of Renovacor, as in effect immediately prior to the First Effective Time, continued to be the certificate of incorporation and bylaws of Renovacor, as the surviving corporation in the First Merger, and (b) at the Second Effective Time, the Certificate of Formation and Limited Liability Company Agreement of Merger Sub II in effect immediately prior to the Second Effective Time continued to be the certificate of formation and limited liability company agreement of Merger Sub II, as the Surviving Company in the Second Merger (and thereby became the Certificate of Formation and Limited Liability Company Agreement of the Company pursuant to the Second Merger), subject to certain changes as provid
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Renovacor, Inc. completed an acquisition involving Rocket Pharmaceuticals, Inc. for 0.1763 shares of Rocket common stock per share of Renovacor common stock, with adjustments for net cash and treatment of options, warrants, and RSUs. (closed 2022-12-01).
- Action
- acquisition
- Counterparty
- Rocket Pharmaceuticals, Inc.
- Consideration
- 0.1763 shares of Rocket common stock per share of Renovacor common stock, with adjustments for net cash and treatment of options, warrants, and RSUs.
- Closing
- 2022-12-01
Exact text from the filing
(“ Company Shares ”) outstanding immediately prior to the effective time of the First Merger (the “ First Effective Time ”) were canceled and converted into the right to receive 0.1763 fully paid and non-assessable shares of Parent common stock, $0.01 par value per share (“ Parent Shares ”), which was determined on the basis of an exchange formula set forth in
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Renovacor, Inc. shareholders approved To adopt the Merger Agreement and thereby approve the First Merger and other transactions contemplated thereby at the 2022-11-30 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2022-11-30
Exact text from the filing
Proposal 1: To adopt the Merger Agreement and thereby approve the First Merger and other transactions contemplated thereby: For Against Abstentions 14,716,307 1,000 3
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.