RENOVACOR, INC. Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On
Pursuant to and on the terms and conditions set forth in the Merger Agreement,
(i) first, Merger Sub I will merge with and into
The Mergers are intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the First Merger (the "First Effective Time"), each share of common
stock of
In addition, subject to the terms and conditions of the Merger Agreement:
• Immediately prior to the First Effective Time, each Sponsor Earnout Share
(as defined in the Merger Agreement) will vest in full and be released to
Chardan Investments 2, LLC (formerly known as Chardan Investments III,
LLC ), a Delaware limited liability company (the "Sponsor"), in accordance
with the terms of the that certain Sponsor Support Agreement, dated as of
March 22, 2021 , by and among Renovacor (formerly known as Chardan
Healthcare Acquisition 2 Corp. ), the Sponsor and Renovacor Holdings, Inc.
(formerly known as Renovacor, Inc. ) ("Renovacor Holdings ") and, at the
First Effective Time, will be canceled and converted into the right to
receive the Per Share Merger Consideration;
• Immediately prior to the First Effective Time, Renovacor will issue a
number of Renovacor Shares comprising the maximum number of SPAC Merger
Earnout Shares (as defined in the Merger Agreement) issuable in
connection with and in accordance with that certain Agreement and Plan of
Merger, dated as of March 22, 2021 (the "SPAC Merger Agreement"), by and
among Renovacor (formerly known as Chardan Healthcare Acquisition 2
Corp. ), CHAQ2 Merger Sub, Inc. , a Delaware corporation, and Renovacor
Holdings to certain persons entitled thereto (other than Renovacor Shares
issuable in settlement of outstanding Company Earnout RSUs (as defined in
the Merger Agreement)) and, at the First Effective Time, the Renovacor
Shares issuable pursuant to this paragraph will be canceled and converted
into the right to receive the Per Share Merger Consideration;
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• Immediately prior to the First Effective Time, Renovacor will issue a
number of Renovacor Shares comprising the maximum number of SPAC Merger
Earnout Shares issuable in settlement of Company Earnout RSUs and, at the
First Effective Time, the Renovacor Shares issuable pursuant to this
paragraph will be canceled and converted into the right to receive the
Per Share Merger Consideration;
• At the First Effective Time, each restricted stock unit award that is
subject to time vesting (each, a "Renovacor Time-Vesting RSU")
outstanding immediately prior to the First Effective Time will
automatically, without any further action on the part of Rocket, Merger
Sub I, Renovacor or any holder thereof, vest in full and be canceled and
converted into the right to receive a number of Rocket Shares , rounded to
the nearest whole number, equal to the number of Renovacor Shares subject
to such Renovacor Time-Vesting RSU multiplied by the Exchange Ratio;
• At the First Effective Time, each option to purchase Renovacor Shares
(each, a "Renovacor Option") outstanding immediately prior to the First
Effective Time will automatically, without any action on the part of
Rocket, Merger Sub I, Renovacor or any holder thereof, be converted into
and thereafter evidence an option to acquire a number of Rocket Shares
that is equal to the product of (A) the number of Renovacor Shares
subject to such Renovacor Option as of immediately prior to the First
Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the
nearest whole number of Rocket Shares (after such conversion, an
"Exchanged Option"), at an exercise price per Rocket Share underlying
such Exchanged Option equal to the quotient obtained by dividing (x) the
per share exercise price of Renovacor Options immediately prior to the
First Effective Time by (y) the Exchange Ratio, rounded up to the nearest
whole cent;
• Each public warrant to purchase shares of Renovacor Common Stock (each, a
"Renovacor Public Warrant") outstanding and unexercised immediately prior
to the First Effective Time will automatically, without any action on the
part of Rocket, Merger Sub I, Renovacor or any holder thereof, be
converted into and thereafter evidence a warrant to purchase a number of
Rocket Shares , rounded down to the nearest whole share, that is equal to
the product of (A) the number of shares of Renovacor Common Stock subject
to such Renovacor Public Warrant as of immediately prior to the First
Effective Time, multiplied by (B) the Exchange Ratio (after such
conversion, an "Exchanged Warrant"), at an exercise price per Rocket
Share underlying such Exchanged Warrant equal to the quotient obtained by
dividing (x) the per share exercise price applicable to such Renovacor
Public Warrant immediately prior to the First Effective Time by (y) the
Exchange Ratio, rounded up to the nearest whole cent;
• Each private warrant to purchase Renovacor Shares (each, a "Renovacor
Private Warrant") outstanding and unexercised immediately prior to the
First Effective Time will automatically, without any action on the part
of Rocket, Merger Sub I, Renovacor or any holder thereof, be converted
into and thereafter evidence an Exchanged Warrant entitling the holder
thereof to purchase a number of Rocket Shares , rounded down to the
nearest whole share, that is equal to the product of (A) the number of
Renovacor Shares subject to such Renovacor Private Warrant as of
immediately prior to the First Effective Time, multiplied by (B) the
Exchange Ratio, at an exercise price per Rocket Share underlying such
Exchanged Warrant equal to the quotient obtained by dividing (x) the per
share exercise price applicable to such Renovacor Private Warrant
immediately prior to the First Effective Time by (y) the Exchange Ratio,
rounded up to the nearest whole cent; and
• Each pre-funded warrant to purchase Renovacor Shares (each, a "Renovacor
Pre-Funded Warrant") outstanding and unexercised immediately prior to the
First Effective Time will automatically, without any action on the part
of Rocket, Merger Sub I, Renovacor or any holder thereof, be converted
into and thereafter evidence an Exchanged Warrant entitling the holder
thereof to purchase a number of Rocket Shares , rounded down to the
nearest whole share, that is equal to the product of (A) the number of
Renovacor Shares subject to such Renovacor Private Warrant as of
. . .
Item 8.01. Other Events.
On
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the anticipated closing of and synergies related to the transaction, expectations concerning market position, future operations and other financial and operating information.
These statements are neither promises nor guarantees, but involve known and
unknown risks, uncertainties and other important factors that may cause actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements, including, but not limited to, the following: uncertainties as to
the timing of the consummation of the proposed transaction and the ability of
the parties to consummate the proposed transaction; the satisfaction of the
conditions precedent to consummation of the proposed transaction, including the
approval of
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looking statements, and neither
Important Additional Information Regarding the Transaction Will Be Filed With
the
In connection with the proposed transaction between
Participants in the Solicitation
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
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits shall be deemed to be furnished.
Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofSeptember 19, 2022 , by and amongRenovacor, Inc , Rocket Pharmaceuticals, Inc., Merger Sub I and Merger Sub II 99.1 Form of Voting and Support Agreement betweenRenovacor, Inc. and the stockholders party thereto 99.2 Form of Voting and Support Agreement between Rocket Pharmaceuticals, Inc. and the stockholders party thereto 99.3 Joint Press Release, datedSeptember 20, 2022 104 Cover Page Interactive Data File (embedded with Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
omitted schedules upon request by the
may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act
for any schedule so furnished.
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