Rocket Pharmaceuticals, Ltd. entered into a non-binding term sheet to acquire Inotek Pharmaceuticals Corporation (NasdaqGM:ITEK) in a reverse merger transaction from Hercules Capital, Inc. (NYSE:HTGC) and others on August 23, 2017. Rocket Pharmaceuticals, Ltd. entered into a definitive agreement to acquire Inotek Pharmaceuticals Corporation (NasdaqGM:ITEK) in a reverse merger transaction on September 12, 2017. Under the terms of the merger agreement, shareholders of Rocket will receive shares of newly issued Inotek common shares in a private placement. The percentage of the combined company that Rocket's shareholders will own as of the close of the transaction is subject to adjustment based on the amount of Inotek's net cash at the closing date. Inotek will be required to pay to Rocket a termination fee of $2 million and Rocket has agreed to pay Inotek a termination fee of $2 million. Transaction committee was formed for the transaction.

The combined company will be named Rocket Pharmaceuticals, Inc. and will be listed on the NASDAQ Global Market under the symbol “RCKT”. Gaurav Shah will serve as Chief Executive Officer of the combined Company. The combined company Board of Directors will be chaired by Roderick Wong and will include David Southwell, President and Chief Executive Officer of Inotek and Gaurav Shah, Chief Executive Officer of Rocket, as well as four additional members. Jonathan Schwartz will serve as Chief Medical Officer, Kinnari Patel appointed as Chief Operating Officer, Brian Batchelder as Vice President of Finance and Claudine Prowse as Head of Corporate Development and Investor Relations Officer of the combined company. The combined company will be headquartered in New York City.

The transaction is subject to customary closing conditions, including the approval by requisite approvals of the stockholders of Inotek and Rocket, NASDAQ Listing application shall have been approved including the approval of the charter amendments by the stockholders of Inotek, the preparation of a proxy statement and Board of Directors of both companies. The transaction has been unanimously approved by the Board of Directors of both companies. The merger is expected to close in the first quarter of 2018. On December 22, 2017, Inotek and Rocket agreed that, based on Inotek's net cash, Inotek stockholders will own 18.64% and current Rocket's shareholders will own 81.36% of the combined company.

Perella Weinberg Partners LP acted as financial advisor and fairness opinion provider for Inotek. Mitchell Bloom, Edwin O'Connor and Andrew Goodman of Goodwin Procter LLP acted as legal advisors to Inotek. Ryan A. Murr of Gibson, Dunn & Crutcher LLP acted as legal advisor to Rocket. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent and registrar for Inotek. The Proxy Advisory Group, LLC acted as information agent for Inotek and was paid an advisory fee of $0.02 million. Perella Weinberg Partners LP will be paid an advisory fee of $3 million. Mayer Brown acted as legal advisor to Rocket.

Rocket Pharmaceuticals, Ltd. completed the acquisition of Inotek Pharmaceuticals Corporation (NasdaqGM:ITEK) in a reverse merger transaction from Hercules Capital, Inc. (NYSE:HTGC) and others on January 4, 2018. Prior to the closing of the merger, Inotek effected a 1 for 4 reverse split of its common stock. Following the reverse stock split and closing of the merger, there will be approximately 33.1 million shares of the combined company's common stock outstanding with prior Rocket shareholders owning approximately 79.4% and prior Inotek shareholders owning approximately 20.6%. Rocket Pharmaceuticals, Inc. (NASDAQ: RCKT) is expected to begin trading on January 5, 2018. The shareholders of Inotek Pharmaceuticals and Rocket Pharmaceuticals have approved the transaction.