Item 7.01 Regulation FD Disclosure.
On September 22, 2022, Renovacor, Inc. (the "Company," or "Renovacor") updated
information reflected in a slide presentation, which is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Representatives of the Company will use the updated presentation in various
meetings from time to time.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and shall not be deemed to
be incorporated by reference in any filing under the Securities Act or Exchange
Act, except as expressly set forth by specific reference in such filing.
Important Additional Information Regarding the Transaction Will Be Filed With
the SEC
In connection with the proposed transaction between Renovacor and Rocket
Pharmaceuticals, Inc. ("Rocket"), Renovacor and Rocket will file relevant
materials with the SEC, including a Rocket registration statement on
Form S-4 that will include a joint proxy statement of Renovacor and Rocket and
will also constitute a prospectus of Rocket, and a definitive proxy statement
will be mailed to stockholders of Renovacor and Rocket, respectively. INVESTORS
AND SECURITY HOLDERS OF RENOVACOR AND ROCKET ARE URGED TO READ THE
PROSPECTUS/JOINT PROXY STATEMENT THAT WILL BE INCLUDED IN THE REGISTRATION
STATEMENT ON FORM S-4, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE
IN THE PROSPECTUS/JOINT PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND THE RISKS
ASSOCIATED WITH THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain, without charge, a copy of the registration statement, the
prospectus/joint proxy statement and other relevant documents filed with the SEC
(when available) from the SEC's website at http://www.sec.gov. Copies of the
documents filed with the SEC by Renovacor will be available free of charge on
Renovacor's internet website at www.renovacor.com under the tab "Investor &
Media - Financials" or by contacting Renovacor's Investor Relations Department
at investors@renovacor.com. Copies of the documents filed with the SEC by Rocket
will be available free of charge on Rocket's internet website at
www.rocketpharma.com under the tab "Investors - SEC Filings".
Participants in the Solicitation
Renovacor, Rocket and certain of their directors, executive officers and other
members of management may be deemed to be participants in the solicitation of
proxies with respect to the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Renovacor or Rocket in connection with the
proposed transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
prospectus/joint proxy statement when it is filed with the SEC. Information
regarding Renovacor's directors and executive officers is contained in
Renovacor's definitive proxy statement, which was filed with the SEC on
April 14, 2022, and Renovacor's Current Reports on Form 8-K, filed with the SEC
on March 28, 2022 and June 3, 2022 (as amended on June 24, 2022). Information
regarding Rocket's directors and executive officers is contained in Rocket's
definitive proxy statement, which was filed with the SEC on April 29, 2022.
Security holders and investors may obtain additional information regarding the
interests of such persons, which may be different than those of Renovacor's or
Rocket's security holders generally, by reading the prospectus/joint proxy
statement and other relevant documents regarding the transaction, which will be
filed with the SEC. You may obtain these documents (when they become available)
free of charge through the website maintained by the SEC at
http://www.sec.gov and from the Investor Relations websites of Rocket or
Renovacor as described above.
--------------------------------------------------------------------------------
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This communication does not
constitute a prospectus or prospectus equivalent document. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended. In
connection with the proposed transaction, Rocket will file a registration
statement on Form S-4 that will include a joint proxy statement of Renovacor and
Rocket and will also constitute a prospectus of Rocket. INVESTORS AND SECURITY
HOLDERS OF RENOVACOR AND ROCKET ARE URGED TO READ THE PROSPECTUS/JOINT PROXY
STATEMENT AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Presentation of Renovacor, Inc., dated September 22, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses