--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-296600" form_type: "8-K" ticker: null cik: "0001799850" company_name: "Renovacor, Inc." filed_at: "2022-12-01T23:59:59+00:00" generated_at: "2026-06-21T11:05:48.400660+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Renovacor acquired by Rocket Pharmaceuticals; shareholders to receive 0.1763 Rocket shares per share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-22-296600 - form_type: 8-K - cik: 0001799850 - company_name: Renovacor, Inc. - filed_at: 2022-12-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/d256474d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-296600 - JSON: https://secwatch.observer/filing/0001193125-22-296600.json - Plain text: https://secwatch.observer/filing/0001193125-22-296600.txt ## Key facts - Executive change Marc Semigran, M.D. departed as other at Renovacor, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Jonas Grossman resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Magdalene Cook, M.D. departed as other at Renovacor, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Wendy DiCicco departed as other at Renovacor, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Joan Lau, Ph.D. resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Gbola Amusa, M.D. resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Matthew Killeen, Ph.D. departed as other at Renovacor, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Gregory F. Covino resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Thomas Needham resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Joseph Carroll departed as other at Renovacor, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Edward J. Benz, Jr. resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Executive change Magdalene Cook, M.D. resigned as Director at Renovacor, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Governance Changes Renovacor, Inc.: Amendments to articles of incorporation and bylaws as part of merger, subject to certain changes per merger agreement. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - M&A Transactions 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 source text: (“ 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1799850/000119312522296600/0001193125-22-296600-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.