graphicUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20212022

OR


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to

Commission file number: 001-36829

Rocket Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware 04-3475813
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

9 Cedarbrook Drive
Cranbury, NJ 08512
(Address of principal executive office) (Zip Code)

(609) 659-8001
(Registrant’s telephone number, including area code:
(646) 440-9100Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer 
Accelerated filer
  
Non-accelerated filer
Smaller reporting company
Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
   
Common Stock, $0.01 par value
RCKT
Nasdaq Global Market

As of May 3, 2021,2, 2022, there were 63,396,95465,837,894 shares of common stock, $0.01 par value per share, outstanding.







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PART I - FINANCIAL INFORMATION 
Item 1.4
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Item 2.19
Item 3.2829
Item 4.2829
PART II - OTHER INFORMATION 
Item 1.2830
Item 1A.2930
Item 2.2930
Item 3.2930
Item 4.2930
Item 5.2930
Item 6.3031
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Forward-looking statementsStatements

This Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Form 10-Q)2022 contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

federal, state, and non-U.S. regulatory requirements, including regulation of our current or any other future product candidates by the U.S. Food and Drug Administration (“FDA”);
the timing of and our ability to submit regulatory filings with the FDA and to obtain and maintain FDA or other regulatory authority approval of, or other action with respect to, our product candidates;
our competitors’ activities, including decisions as to the timing of competing product launches, pricing, and discounting;
whether safety and efficacy results of our clinical trials and other required tests for approval of our product candidates provide data to warrant progression of clinical trials, potential regulatory approval, or further development of any of our product candidates;
our ability to develop, acquire and advance product candidates into, enroll a sufficient number of patients into, and successfully complete, clinical studies, and our ability to apply for and obtain regulatory approval for such product candidates, within currently anticipated timeframes, or at all;
our ability to establish key collaborations and vendor relationships for our product candidates and any other future product candidates;
our ability to establish key collaborations and vendor relationships for our product candidates and any other future product candidates;
our ability to acquire additional businesses, form strategic alliances or create joint ventures and our ability to realize the benefit of such acquisitions, alliances, or joint ventures;
our ability to successfully develop and commercialize any technology that we may in-license or products we may acquire;
unanticipated delays due to manufacturing difficulties, including the development of our direct manufacturing capabilities for our AAV programs, and any supply constraints or changes in the regulatory environment; our ability to successfully operate in non-U.S. jurisdictions in which we currently or in the future do business, including compliance with applicable regulatory requirements and laws;
uncertainties associated with obtaining and enforcing patents to protect our product candidates, and our ability to successfully defend ourselves against unforeseen third-party infringement claims;
anticipated trends and challenges in our business and the markets in which we operate;
natural and manmade disasters, including pandemics such as COVID-19, and other force majeures, which could impact our operations, and those of our partners and other participants in the health care industry, and which could adversely impact our clinical studies, preclinical research activities, and drug supply;
our estimates regarding our capital requirements; and
our ability to obtain additional financing and raise capital as necessary to fund operations or pursue business opportunities.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q, particularly in the “Risk Factors” section incorporated by reference from our Annual Report for the year ended December 31, 2020,2021, on Form 10-K, that could cause actual results or events to differ materially from the forward-looking statements that we make. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make or enter into.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results, performance, or achievements may be materially different from what we expect. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events, or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Unless stated otherwise, references in this Quarterly Report to “us,” “we,” “our,” or our “Company” and similar terms refer to Rocket Pharmaceuticals, Inc.

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PART I �� FINANCIAL INFORMATION

Item 1.Financial Statements
Rocket Pharmaceuticals, Inc.
Consolidated Balance Sheets
($ in thousands, except shares and per share amounts)
(unaudited)
  March 31,  December 31, 
 2021  2020 
Assets      
Current assets:      
Cash and cash equivalents $252,540  $297,098 
Investments  213,813   185,621 
Prepaid expenses and other assets  5,469   4,626 
Total current assets  471,822   487,345 
Property and equipment, net  19,833   19,206 
Goodwill  30,815   30,815 
Restricted cash  1,461   1,568 
Deposits  455   455 
Operating lease right-of-use assets  1,787   914 
Finance lease right-of-use asset  50,311   50,521 
Total assets $576,484  $590,824 
Liabilities and stockholders' equity        
Current liabilities:        
Accounts payable and accrued expenses $33,168  $25,472 
Convertible notes, net of unamortized discount, current  4,986   4,875 
Operating lease liabilities, current  683   626 
Finance lease liability, current  1,655   1,644 
Total current liabilities  40,492   32,617 
Convertible notes, net of unamortized discount, non-current  35,544   35,066 
Operating lease liabilities, non-current  1,299   498 
Finance lease liabilities, non-current  19,028   18,988 
Other liabilities  122   136 
Total liabilities  96,485   87,305 
Commitments and contingencies (Note 11)  0   0 
         
Stockholders' equity:        
Preferred stock, $0.01 par value, authorized 5,000,000 shares:
        
Series A convertible preferred stock; 300,000 shares designated as Series A; 0 shares issued and outstanding
  0   0 
Series B convertible preferred stock; 300,000 shares designated as Series B; 0 shares issued and outstanding
  0   0 
Common stock, $0.01 par value, 120,000,000 shares authorized; 61,987,799 and 60,996,367 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
  619   610 
Additional paid-in capital  842,477   825,794 
Accumulated other comprehensive loss  (75)  (42)
Accumulated deficit  (363,022)  (322,843)
Total stockholders' equity  479,999   503,519 
Total liabilities and stockholders' equity $576,484  $590,824 

 
March 31,
2022
  
December 31,
2021
 
Assets      
Current assets:      
Cash and cash equivalents $130,552  $232,694 
Investments  216,041   156,046 
Prepaid expenses and other current assets  7,255   3,319 
Total current assets  353,848   392,059 
Property and equipment, net  24,354   22,299 
Goodwill  30,815   30,815 
Restricted cash  1,343   1,343 
Deposits  455   455 
Operating lease right-of-use assets  1,390   1,569 
Finance lease right-of-use asset  47,945   48,480 
Total assets $460,150  $497,020 
Liabilities and stockholders’ equity        
Current liabilities:        
Accounts payable and accrued expenses $20,031  $19,615 
Operating lease liabilities, current  838   863 
Finance lease liability, current  1,701   1,689 
Total current liabilities  22,570   22,167 
Operating lease liabilities, non-current  719   905 
Finance lease liability, non-current  19,176   19,144 
Other liabilities  65   80 
Total liabilities  42,530   42,296 
Commitments and contingencies (Note 10)  0
   0
 
         
Stockholders’ equity:        
Preferred stock, $0.01 par value, authorized 5,000,000 shares:
        
Series A convertible preferred stock; 300,000 shares designated as Series A; 0 shares issued and outstanding
  0   0 
Series B convertible preferred stock; 300,000 shares designated as Series B; 0 shares issued and outstanding
  0   0 
Common stock, $0.01 par value, 120,000,000 shares authorized; 64,522,057 and 64,505,889 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
  645   645 
Additional paid-in capital  952,498   946,152 
Accumulated other comprehensive loss  (629)  (161)
Accumulated deficit  (534,894)  (491,912)
Total stockholders’ equity  417,620   454,724 
Total liabilities and stockholders’ equity $460,150  $497,020 

The accompanying notes are an integral part of these consolidated financial statements.

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Rocket Pharmaceuticals, Inc.
Consolidated Statements of Operations
($ in thousands, except shares and per share amounts)
(unaudited)

 Three Months Ended March 31,  Three Months Ended March 31, 
 2021  2020  2022  2021 
            
Revenue $0  $0  $0  $0 
                
Operating expenses:   ��            
Research and development  28,542   16,957   30,794   28,309 
General and administrative  10,680   7,163   11,770   10,913 
Total operating expenses  39,222   24,120   42,564   39,222 
Loss from operations  (39,222)  (24,120)  (42,564)  (39,222)
Research and development incentives  500   0   0   500 
Interest expense  (1,729)  (1,573)  (464)  (1,729)
Interest and other income net  911   967 
(Amortization of premium) accretion of discount on investments - net  (639)  62 
Interest and other income, net  623   911 
Amortization of premium on investments - net  (577)  (639)
Net loss $(40,179) $(24,664) $(42,982) $(40,179)
Net loss per share attributable to common stockholders - basic and diluted $(0.65) $(0.45) $(0.67) $(0.65)
Weighted-average common shares outstanding - basic and diluted  61,574,405   54,883,120   64,509,721   61,574,405 

The accompanying notes are an integral part of these consolidated financial statements.

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Rocket Pharmaceuticals, Inc.
Consolidated Statements of  Comprehensive Loss
(in thousands)
(unaudited)

 Three Months Ended March 31,  Three Months Ended March 31, 
 2021  2020  2022  2021 
            
Net loss $(40,179) $(24,664) $(42,982) $(40,179)
Other comprehensive loss                
Net unrealized loss on investments  (33)  (95)  (468)  (33)
Total comprehensive loss $(40,212) $(24,759) $(43,450) $(40,212)

The accompanying notes are an integral part of these consolidated financial statements.

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Rocket Pharmaceuticals, Inc.
Consolidated Statements of Stockholders’ Equity
For the Three Months Ended March 31, 20212022 and 20202021
(in thousands except share amounts)
(unaudited)

 Common Stock  Treasury  
Additional
Paid-In
  
Accumulated
Other
Comprehensive
  Accumulated  
Total
Stockholders'
  Common Stock  Treasury  
Additional
Paid-In
  
Accumulated
Other
Comprehensive
  Accumulated  
Total
Stockholders’
 
 Shares  Amount  Stock  Capital  Loss  Deficit  Equity  Shares  Amount  Stock  Capital  Income/(Loss)  Deficit  Equity 
                     
Balance at December 31, 2020
  60,996,367  $610  $0  $825,794  $(42) $(322,843) $503,519 
Issuance of common stock pursuant to exercise of stock options  991,432   9   0   8,783   0   0   8,792 
Balance at December 31, 2021
  64,505,889  $645  $0  $946,152  $(161) $(491,912) $454,724 
Issuance of common stock pursuant to exercise of stock options and restricted stock units
  16,168   0   0   76   0   0   76 
Unrealized comprehensive loss on investments  -   0   0   0   (33)  0   (33)  -   0   0   0   (468)  0   (468)
Share-based compensation  -   0   0   7,900   0   0   7,900   -   0   0   6,270   0   0   6,270 
Net loss  -   0   0   0   0   (40,179)  (40,179)  -   0   0   0   0   (42,982)  (42,982)
Balance at March 31, 2021
  61,987,799  $619  $0  $842,477  $(75) $(363,022) $479,999 
Balance at March 31, 2022
  64,522,057  $645  $0  $952,498  $(629) $(534,894) $417,620 

Balance at December 31, 2019
  54,773,061  $548  $(53) $489,925  $20  $(183,143) $307,297 
Issuance of common stock pursuant to exercise of stock options  386,974   3   0   (3)  0   0   0 
Share repurchase  (3,000)  0   0   (72)  0   0   (72)
Sale of treasury stock  0   0   53   0   0   0   53 
Issuance of treasury stock pursuant to exercise of stock options  0   0   (429)  0   0   0   (429)
Unrealized comprehensive loss on investments  -   0   0   0   (95)  0   (95)
Share-based compensation  -   0   0   3,961   0   0   3,961 
Net loss  -   0   0   0   0   (24,664)  (24,664)
Balance at March 31, 2020
  55,157,035  $551  $(429) $493,811  $(75) $(207,807) $286,051 
  Common Stock
  Treasury
  
Additional
Paid-In
  
Accumulated
Other
Comprehensive
  Accumulated
  
Total
Stockholders’
 
  Shares  Amount
  Stock
  Capital  Loss
  Deficit  Equity
 
Balance at December 31, 2020
  60,996,367  $610  $0  $825,794  $(42) $(322,843) $503,519 
Issuance of common stock pursuant to exercise of stock options  991,432   9   0   8,783   0   0   8,792 
Unrealized comprehensive loss on investments  -   0   0   0   (33)  0   (33)
Share-based compensation  -   0   0   7,900   0   0   7,900 
Net loss  -   0   0   0   0   (40,179)  (40,179)
Balance at March 31, 2021
  61,987,799  $619  $0  $842,477  $(75) $(363,022) $479,999 

The accompanying notes are an integral part of these consolidated financial statements.

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Rocket Pharmaceuticals, Inc.
Consolidated Statements of  Cash Flows
(in thousands)
(unaudited)

 Three Months Ended March 31, 
 2021  2020  Three Months Ended March 31, 
       2022  2021 
Operating Activities:            
Net loss $(40,179) $(24,664) $(42,982) $(40,179)
Adjustments to reconcile net loss to net cash used in operating activities:                
Accretion of discount on convertible notes  589   844   0   589 
Depreciation and amortization expense  674   118 
Write down of property and equipment  0   63 
Depreciation and amortization of property and equipment  767   674 
Amortization of right of use asset  535   0 
Write down of property and equipment, net
  40   0 
Stock-based compensation  7,900   3,961   6,270   7,900 
Accretion of discount (amortization of premium) on investments, net  620   (63)
Accretion of discount on investments, net  577   620 
Changes in operating assets and liabilities:                
Prepaid expenses and other assets  (842)  (271)  (3,936)  (842)
Accounts payable and accrued expenses  7,047   (1,932)  (491)  7,047 
Operating lease liabilities  (15)  (452)  (33)  (15)
Finance lease liability  (63)  151   45   (63)
Other long term liabilities  (14)  0   (15)  (14)
Net cash used in operating activities  (24,283)  (22,245)  (39,223)  (24,283)
Investing activities:                
Purchases of investments  (103,815)  (23,481)  (143,023)  (103,815)
Proceeds from maturities of investments  74,969   56,805   81,983   74,969 
Payments made to acquire right of use asset  0   (530)
Purchases of property and equipment  (328)  (5,207)  (1,955)  (328)
Purchases of internal use software  0   (88)
Net cash (used in) provided by investing activities  (29,174)  27,499 
Net cash used in investing activities  (62,995)  (29,174)
Financing activities:                
Issuance of common stock, pursuant to exercise of stock options  8,792   0   76   8,792 
Common stock repurchase  0   (72)
Proceeds from sale of treasury stock  0   53 
Convertible notes refinancing costs to the lender  0   (98)
Net cash provided by (used in) financing activities  8,792   (117)
Net cash provided by financing activities  76   8,792 
Net change in cash, cash equivalents and restricted cash  (44,665)  5,137   (102,142)  (44,665)
Cash, cash equivalents and restricted cash at beginning of period  298,666   186,908   234,037   298,666 
Cash, cash equivalents and restricted cash at end of period $254,001  $192,045  $131,895  $254,001 
                
Supplemental disclosure of non-cash financing and investing activities:                
Accrued purchases of property and equipment $337  $2,796  $1,635  $648 
Accrued purchases of internal use software $311  $174 
Retirement of treasury stock $0  $72 
Witholding tax payable on shares witheld in treasury stock $0  $429 
Unrealized loss on investments $(33) $(95) $(468) $(33)
Finance lease right of use asset and lease liability $0  $20,179 
Reclassification of construction in process to finance right of use asset $325  $26,465  $0  $325 
Supplemental cash flow information:                
Cash paid for interest $1,347  $1,495  $0  $1,347 

The accompanying notes are an integral part of these consolidated financial statements.

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ROCKET PHARMACEUTICALS, INC.
Notes to Consolidated Financial Statements
($ in thousands, except share and per share data)
(Unaudited)

1.Nature of Business


Rocket Pharmaceuticals, Inc. (“Rocket” or the “Company”) is a clinical-stage, multi-platform biotechnology company focused on the development of first, only and best-in-class gene therapies, with direct on-target mechanism of action and clear clinical endpoints, for rare and devastating diseases. Rocket has 43 clinical-stage ex vivo lentiviral vector (“LVV”) programs. These include programs for Fanconi Anemia (“FA”), a genetic defect in the bone marrow that reduces production of blood cells or promotes the production of faulty blood cells, Leukocyte Adhesion Deficiency-I (“LAD-I), a genetic disorder that causes the immune system to malfunction and Pyruvate Kinase Deficiency (“PKD”), a rare red blood cell autosomal recessive disorder that results in chronic non-spherocytic hemolytic anemia and Infantile Malignant Osteopetrosis (“IMO”), a genetic disorder characterized by increased bone density and bone mass secondary to impaired bone resorption.anemia. Of these, both the Phase 2 FA program and the Phase 1/2 LAD-I program are in registration-enabling studies in the United States (“U.S.”) and Europe (“EU”). In addition, in the U.S., Rocket has a clinical stage in vivo adeno-associated virus (“AAV”) program for Danon disease, a multi-organ lysosomal-associated disorder leading to early death due to heart failure. Additional work on a gene therapy program for the less common FA subtypes C and G is ongoing. The Company has global commercialization and development rights to all of these product candidates under royalty-bearing license agreements. Additional discovery efforts

 

Effective December 2021, the Company made a decision to no longer pursue Rocket-sponsored clinical evaluation of RP-L401; this program was returned to academic innovators. The Company has opted to focus available resources towards advancement of RP-A501, RP-L102, RP-L201 and RP-L301, based on a gene therapy programthe clinical data to date and potential for the less common FA subtypes Ctherapeutic advancement in these severe disorders of childhood and G is ongoing.young adulthood.

2.Risks and Liquidity


The Company has not generated any revenue and has incurred losses since inception. The Company’s operationsOperations of the Company are subject to certain risks and uncertainties, including, among others, uncertainty of drug candidate development, technological uncertainty, uncertainty regarding patents and proprietary rights, the absence ofhaving no commercial manufacturing experience, marketing or sales capability or experience, dependency on key personnel, compliance with government regulations and the need to obtain additional financing. Drug candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities.


The Company’s product candidates are in the development and clinical stage. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies.


The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative cash flows from operations and had an accumulated deficit of $363.0$534.9 million as of March 31, 2021. 2022.
 

On February 28, 2022, the Company entered into a sales agreement (the “Sales Agreement”), with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $200,000,000 (the “Shares”) through Cowen as its sales agent.

 

As of March 31, 2021,2022, the Company has $466.4had $346.6 million of cash, cash equivalents and investments. During the year ended December 31, 2020,In April 2022, the Company receivedsold 1.3 million shares of common stock for net proceeds of $280.8$17.3 million pursuant to the at-the-market offering program (see Note 15 “Subsequent Events”). With the proceeds from a publicthe  at-the-market facility offering of 5,339,286 shares of common stock. Rocketprogram and other efficiencies, the Company expects such resources will be sufficient to fund its operating expenses and capital expenditure requirements into the secondfirst half of 2023.  In April 2021, the Company called for the redemption of the remaining $38.4 million principal balance of  its  6.25% 2022 Convertible Senior Notes due 2022 which were converted into common stock (See Notes 7 and 16).2024.


In the longer term, the future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.

3.Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies


Basis of Presentation


The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31,2020 2021 included in the Annual Report on Form 10-K10-K filed with the Securities and Exchange Commission (“SEC”) on March 1,February 28, 2022 (“2021 (“2020 Form 10-K”10-K”). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s consolidated financial position as of March 31,2021 2022 and the results of its operations and its cash flows for the three months ended March 31,2021. 2022. The financial data and other information disclosed in these consolidated notes related to the three months ended March 31,2021 2022 and 20202021 are unaudited. The results for the three months ended March 31,2021 2022 are not necessarily indicative of results to be expected for the year ending December 31,2021 2022 and any other interim periods or any future year or period.

9


Principles of Consolidation


The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany accounts have been eliminated in consolidation.


Use of Estimates


The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to goodwill impairment, the accrual of research and development (“R&D”) expenses, the valuation of equity transactions and stock-based awards. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates.


Cash, Cash Equivalents and Restricted Cash


Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.


Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s finance and operating leases (see Note 1110 “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s Corporate Credit Card.corporate credit card. Cash, cash equivalents and restricted cash consist of the following:

 
March 31,
2021
  
December 31,
2020
  
March 31,
2022
  
December 31,
2021
 
            
Cash and cash equivalents $252,540  $297,098  $130,552  $232,694 
Restricted cash  1,461   1,568   1,343   1,343 
 $254,001  $298,666  $131,895  $234,037 


Reclassifications



Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation.


Significant Accounting Policies


TheThe significant accounting policies used in the preparation of these consolidated financial statements for the three months ended March 31,2021 2022 are consistent with those disclosed in Note 3 to the consolidated financial statements in the 20202021 Form 10-K10-K, except as noted below..


NYS Life Sciences Research and Development Tax Credit


New York State allows investors and owners of emerging technology companies focused on biotechnology to claim a tax credit against their New York State Tax return for certain expenditures incurred in New York State, including applicable R&D related expenditures. The credit is recognized as research and development incentives when the eligibility and amount has been approved by New York State. During the three months ended March 31, 2021 and 2020, respectively, the Company recorded research and development incentive income of $0.5 million and $0, respectively.


Recent Accounting Pronouncements


In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”). The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. The new standard was effective beginning January 1, 2021. The adoption of ASU 2016-13, and related updates, did not have a material impact on the Company’s consolidated financial position and results of operations.


There were no other recent accounting pronouncements that impacted the Company, for the three months ended March 31, 2021 or are expected to havewhich had a significant effect on the consolidated financial statements.


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4.Fair Value of Financial Instruments
 

Items measured at fair value on a recurring basis are the Company’s investments. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:

 
Fair Value Measurements as of
March 31, 2021 Using:
  
Fair Value Measurements as of
March 31, 2022 Using:
 
 Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
Assets:                        
Cash and cash equivalents:            
Cash equivalents:            
Money market mutual funds $235,899  $0  $0  $235,899  $79,564  $0  $0  $79,564 
  235,899   0   0   235,899   79,564   0   0   79,564 
                                
Investments:                                
United States Treasury securities  107,566   0   0   107,566   134,748   0   0   134,748 
Corporate Bonds  0   100,247   0   100,247   0   81,293   0   81,293 
Municipal Bonds  0   6,000   0   6,000 
  107,566   106,247   0   213,813   134,748   81,293   0   216,041 
                                
 $343,465  $106,247  $0  $449,712  $214,312  $81,293  $0  $295,605 

 
Fair Value Measurements as of
December 31, 2020 Using:
  
Fair Value Measurements as of
December 31, 2021 Using:
 
 Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
Assets:                        
Cash and cash equivalents:            
Cash equivalents:            
Money market mutual funds $193,312  $0  $0  $193,312  $179,900  $0  $0  $179,900 
United States Treasury securities  62,497   0   0   62,497 
Corporate Bonds  0   501   0   501 
Agency Bonds  0   8,015   0   8,015 
  255,809   8,516   0   264,325   179,900   0   0   179,900 
                                
Investments:                                
United States Treasury securities  112,328   0   0   112,328   44,045   0   0   44,045 
Corporate Bonds  0   63,710   0   63,710   0   96,696   0   96,696 
Municipal Bonds  0   6,000   0   6,000   0   6,000   0   6,000 
Agency Bonds  0   3,583   0   3,583   0   9,305   0   9,305 
  112,328   73,293   0   185,621   44,045   112,001   0   156,046 
                                
 $368,137  $81,809  $0  $449,946  $223,945  $112,001  $0  $335,946 


The Company classifies its money market mutual funds and U.S. Treasury securities as Level 1 assets under the fair value hierarchy, as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its Government, Corporate, Municipalcorporate, municipal and Agency Bondsagency bonds as Level 2 assets as these assets are not traded in an active market and have been valued through a third-partythird-party pricing service based on quoted prices for similar assets.


The fair value of the 2021 Convertible Notes and the 2022 Convertible Notes as of March 31,2021 was $8.1 million and $53.1 million, respectively (see Note 7).

5.Property and Equipment, Net


The Company’s property and equipment consisted of the following:

 
 
 
March 31,
2021
  
December 31,
2020
 
Laboratory equipment $8,770  $7,807 
Machinery and equipment  9,973   9,933 
Computer equipment  218   218 
Furniture and fixtures  1,867   1,880 
Leasehold improvements  29   29 
Internal use software  1,696   1,385 
   22,553   21,252 
Less: accumulated depreciation and amortization  (2,720)  (2,046)
  $19,833  $19,206 

  
March 31,
2022
  
December 31,
2021
 
Laboratory equipment $15,263  $12,600 
Machinery and equipment  10,534   10,432 
Computer equipment  218   218 
Furniture and fixtures  1,963   1,963 
Leasehold improvements  433   407 
Internal use software  1,928   1,902 
   30,340   27,522 
Less: accumulated depreciation and amortization  (5,987)  (5,223)
  $24,354  $22,299 



During the three months ended March 31, 20212022 and 2020,2021, the Company recognized $0.7$0.8 million and $0.1$0.7 million of depreciation and amortization expense, respectively.


6.Accounts Payable and Accrued Expenses


AtAs of March 31, 20212022 and December 31, 2020,2021, the Company’s accounts payable and accrued expenses consisted of the following:

   March 31,  December 31, 
  2021  2020 
Research and development $22,675  $14,962 
Property and equipment  337   1,456 
Right of use asset  325   0 
Employee compensation  6,187   4,875 
Accrued interest  449   1,122 
Government grant payable  597   590 
Professional fees  1,338   1,332 
Internal use software  311   300 
Other  949   835 
  $33,168  $25,472 
  
March 31,
2022
  
December 31,
2021
 
Research and development $13,948  $12,082 
Property and equipment  1,635   725 
Employee compensation  1,484   4,533 
Government grant payable  597   597 
Professional fees  1,402   1,196 
Other  965   482 
  $20,031  $19,615 

7. Convertibles NotesStockholders’ Equity


2021 Convertible NotesAt-the-Market Offering


On January 4, 2018, in connection with its reverse merger with Inotek Pharmaceuticals, Corporation (“Inotek”),February 28,2022, the Company assumedentered into the obligations of Inotek under its outstanding convertible notes,Sales Agreement with Cowen with respect to an aggregate principal amount of $52.0 million, (the “2021 Convertible Notes”). The 2021 Convertible Notes were issued in 2016at-the-market offering program pursuant to which the Company may offer and were scheduled to mature on August 1, 2021 (the “Maturity Date”). The 2021 Convertible Notes are unsecured and accrue interest at a rate of 5.75% per annum and interest is payable semi-annually on February 1 and August 1 of each year. Each holder of the 2021 Convertible Notes (“Holder”) has the option until the close of business on the second business day immediately preceding the Maturity Date to convert all, or any portion, of the 2021 Convertible Notes held by it at a conversion rate of 31.1876 shares of the Company’s common stock per $1.00 principal amount of 2021 Convertible Notes (the “Conversion Rate”) which is $32.08 per share. The Conversion Rate is subject to adjustmentsell, from time to time uponat its sole discretion, shares through Cowen as its sales agent. The shares to be offered and sold under the occurrence of certain events, includingSales Agreement, if any, will be offered and sold pursuant to the issuance of stock dividendsCompany’s shelf registration statement on Form S-3 (File No. 333-253756), which was filed with the SEC on March 2,2021 and payment of cash dividends.


which became effective on September 10,2021.The Company at its option, may redeem for cash all or any portionfiled a prospectus supplement with the SEC on February 28,2022 in connection with the offer and sale of the 2021 Convertible Notes ifshares pursuant to the last reported sale price of a share of the Company’s common stock is equal to or greater than 200% of the Conversion Rate for the 2021 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the fiveSales Agreement. trading days immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2021 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.


The 2021 Convertible Notes are considered a hybrid financial instrument consisting of a fixed interest rate “host” and various embedded features that required evaluation as potential embedded derivatives under FASB ASC 815, Derivatives and Hedging (“ASC 815”). Based on the nature of the host instrument and the embedded features, management concluded that none of the conversion, put and redemption features required bifurcation and separate accounting from the host instrument. The Company determined that the Additional Interest was an embedded derivative that contains non-credit related events of default. As a result, the Additional Interest feature required bifurcation and separate accounting under ASC 815. Based on the amount of Additional Interest that would be owed and the likelihood of occurrence, the Company estimated the fair value of the Additional Interest feature to be insignificant upon issuance and as of March 31, 2021 and December 31, 2020. As of March 31, 2021, the stated interest rate was 5.75%, and the effective interest rate was 15.3%.


2022 Convertible Notes


On February 20, 2020 andThe Company will pay Cowen a cash commission of up to June 5, 20203.0%, of gross proceeds from the Company entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holderssale of the 2021 Convertible Notes. Pursuant to the Exchange Agreements, on February 20, 2020, the Company exchanged approximately $39.35 million aggregate principal amount of the 2021 Convertible Notes (representing approximately 76% of the aggregate outstanding principal amount of the 2021 Convertible Notes) for (a) approximately $39.35 million aggregate principal amount of 6.25% Convertible Senior Notes due August 2022 (the “2022 Convertible Notes”) (an exchange ratio equal to 1.00 2022 Convertible Note per exchanged 2021 Convertible Note) and (b) $0.1 million to pay the accrued and unpaid interest on the exchanged 2021 Convertible Notes from February 1, 2020, to February 20, 2020, the closing date of the February 20, 2020 exchange transactions. Additionally, the Company repurchased 3,000shares of its common stock that have been retired for an aggregate amount of $71,670 from certain holders of the 2021 Convertible Notes participating in the exchange transactions in privately negotiated, private transactions.


Also pursuant to the Exchange Agreements, onSales Agreement. The Company has also agreed to provide Cowen with customary indemnification and contribution rights. The Company will also reimburse Cowen for certain expenses incurred in connection with the Sales Agreement.  As of March June 12, 2020, the Company exchanged $7.5 million aggregate principal amount of the 2021 Convertible Notes for (a) $7.5 million aggregate principal amount of its newly issued 6.25% Convertible Senior Notes due 2022 (an exchange ratio equal to 1.0031, 2022, Convertible Notes per exchanged 2021 Convertible Notes) and (b) approximately $11,000 to pay the accrued and unpaid interest on the exchanged 2021 Convertible Notes from, and including, February 1, 2020, to, but excluding, the closing date of the exchange transaction, adjusted to take into account the unearned accrued interest on the 2022 Convertible Notes from, and including, February 20, 2020, to, but excluding, the closing date of the exchange transaction.


The 2022 Convertible Notes were issued in a private placement exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 2022 Convertible Notes issued in the exchange transaction were issued as additional notes pursuant to the Indenture, dated as of August 5, 2016, between the Company and Wilmington Trust, National Association, as trustee, as supplemented bydid 0t sell any shares under the at-the-market offering program (see Note Second15 “Subsequent Events”) Supplemental Indenture, dated as of February 20, 2020, governing the 2022 Convertible Notes..

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The conversion rate for the 2022 Convertible Notes is initially 31.1876 shares of the Company’s common stock per 1.00 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $32.06 per share of common stock and is subject to adjustment under the terms of the 2022 Convertible Notes. The Company may redeem for cash all or any portion of the 2022 Convertible Notes, at its option, if the last reported sale price of its common stock is equal to or greater than 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which the Company provides written notice of redemption. The 2022 Convertible Notes Indenture contains customary terms and covenants and events of default. As of March 31, 2021, the stated interest rate was 6.25%, and the effective interest rate was 15.3%.


In December 2020, $8.5 million principal amount, representing a carrying value of $7.6 million of the 2022 Convertible Notes was converted into 298,562 shares of the Company’s common stock.  On April 26, 2021, the Company called for the redemption of the remaining $38.4 million principal balance of the 2022 Convertible Notes (See Note 16) as the Company’s stock price traded above the Conversion Rate for at least 20 trading days during a 30-day consecutive trading period.


The table below summarizes the carrying value of the 2021 Convertible Notes as of March 31, 2021 and December 31, 2020:

 
March 31,
2021
  
December 31,
2020
 
Principal amount $5,150  $5,150 
Discount  (164)  (275)
Carrying value $4,986  $4,875 


Accretion of the 2021 Convertible Notes discount was $0.1 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively.


The table below summarizes the carrying value of the 2022 Convertible Notes as of March 31, 2021 and December 31, 2020:

 
March 31,
2021
  
December 31,
2020
 
Principal amount $38,350  $38,350 
Discount  (2,806)  (3,284)
Carrying value $35,544  $35,066 


Accretion of the 2022 Convertible Notes discount was $0.5 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively.

8.Stock Based Compensation


Stock Option Valuation



The weighted average assumptions that the Company used in the Black-Scholes pricing model to determine the fair value of the stock options granted to employees, non-employees and directors were as follows:

 
Three Months Ended March 31,
  Three Months Ended March 31, 
 2021  2020  2022  2021 
         
Risk-free interest rate  0.62%  1.48%  1.88%  0.62%
Expected term (in years)  5.87   5.87   5.86   5.87 
Expected volatility  69.41%  77.75%  74.07%  69.41%
Expected dividend yield  0.00%  0.00%  0.00%  0.00%
Exercise price $36.99  $22.47  $17.85  $36.99 
Fair value of common stock $36.99  $22.47  $17.85  $36.99 

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The following table summarizes stock option activity for the three months ended March 31, 20212022, under the Second Amended and Restated 2014 Stock Option and Incentive Plan:

  
Number of
Shares
  
Weighted
Average
Exercise
Price
  
Weighted
Average
Contractual
Term (Years)
  
Aggregate
Intrinsic
Value
 
             
Outstanding as of December 31, 2020
  11,050,931  $9.10   6.55  $504,079 
Granted  916,575   60.95   10.64     
Exercised  (991,432)  8.31       51,892 
Cancelled  (83,244)  31.82         
Outstanding as of March 31, 2021
  10,892,830  $13.42   6.57  $349,406 
                 
Options vested and exercisable as of March 31, 2021
  7,856,137  $5.70   5.55  $300,452 
Options unvested as of March 31, 2021
  3,036,693  $33.17   9.20     
  
Number of
Shares
  
Weighted
Average
Exercise
Price
  
Weighted
Average
Contractual
Term (Years)
  
Aggregate
Intrinsic
Value
 
             
Outstanding as of December 31, 2021
  11,143,761  $14.51   5.95  $128,817 
Granted  1,336,206   17.85   6.93     
Exercised  (6,000)  12.65      $
20 
Forfeited
  (426,668)  34.69         
Outstanding as of March 31, 2022
  12,047,299  $14.17   5.93  $84,961 
                 
Options vested and exercisable as of March 31, 2022
  9,141,380  $9.12   4.88  $84,457 
Options unvested as of March 31, 2022
  2,905,919  $30.03   9.22     

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The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2022, and 2021 was $11.60 and 2020 was $36.99, and $15.03, respectively.


The total fair value of options vested during the three months ended March 31, 2022 and 2021 and 2020 was $8.3$12.5 million and $17.3$8.3 million, respectively.


Stock-BasedRestricted Stock Units (“RSU”)



The following table summarizes the Company’s RSU activity for the three months ended March 31, 2022:


 
Number of
Shares
  
Weighted
Average
Grant Date
Fair Value
 
       
Unvested as of December 31, 2021
  23,500  $30.61 
Granted  467,172  $
17.06 
Exercised
  (10,168) $62.32 
Forfeited  (22,795) $18.03 
Unvested as of March 31, 2022
  457,709  $17.24 


Stock-based Compensation


Stock-based compensation expense recognized by award type was as follows:

 Three Months Ended March 31, 
  2021  2020 
    
Stock options $7,826  $3,961 
Restricted stock units  74   0 
Total share based compensation expense $7,900  $3,961 


 Three Months Ended March 31, 
  2022  2021 
    
Stock options $5,961  $7,826 
Restricted stock units  309   74 
Total stock-based compensation expense $6,270  $7,900 


Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows:

 Three Months Ended March 31,  Three Months Ended March 31, 
 2021  2020  2022  2021 
      
Research and development $2,916  $1,735  $2,318  $2,916 
General and administrative  4,984   2,226   3,952   4,984 
Total share based compensation expense $7,900  $3,961 
Total stock-based compensation expense $6,270  $7,900 


As of March 31, 2021,2022, the Company had an aggregate of $55.7$53.8 million of unrecognized stock-based compensation expense related to both stock options and RSU grants, which is expected to be recognized over the weighted average period of 3.011.88 years.


Restricted Stock Units (“RSU”)Warrants



A summary of the warrants outstanding as of March 31, 2022 is as follows:


Price   Outstanding Grant DateExpiration Date
 24.42    7,051 June 28, 2013June 28, 2023
 57.11    603,386 December 21, 2020December 21, 2030
 33.63    301,291 August 9, 2021August 9, 2031
 22.51    153,155 December 17, 2021December 17, 2031
 22.51    153,155 December 17, 2021December 17, 2031
   Total  1,218,038     


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The following table summarizes our RSU activitybelow is the summary of changes in warrants to purchase common stock for the three months ended March 31, 2021:2022:


  
Number of
Warrant Shares
Outstanding and
Exercisable
  
Exercise
Price per
Share
 
       
Balance as of December 31, 2020  610,437    
Granted August 2021
  301,291  $33.63 
Granted December 2021
  306,310  $22.51 
Exercised  0  $- 
Balance as of December 31, 2021
  1,218,038     
Granted  0  $0 
Exercised  0  $- 
Balance as of March 31, 2022
  1,218,038     


 
Number of
Shares
  
Weighted
Average
Grant Date
Fair Value
 
       
Unvested as of December 31, 2020
  20,000  $25.06 
Granted  3,500   62.32 
Vested  0   0 
Forfeited  0   0 
Unvested as of March 31, 2021
  23,500   30.61 

9.
Stockholders’ Equity

The Company had warrants outstanding as of both March 31, 2021 and December 31, 2020, convertible into 7,051 and 603,386 shares of common stock at an exercise price of $24.82 and $57.11 per share, respectively which will expire on June 28, 2023 and December 21, 2030, respectively.

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10.Net Loss Per Share


Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

 Three Months Ended March 31,  Three Months Ended March 31, 
 2021  2020  2022  2021 
            
Numerator:            
Net loss attributable to common stockholders $(40,179) $(24,664) $(42,982) $(40,179)
Denominator:                
Weighted-average common shares outstanding - basic and diluted  61,574,405   54,883,120   64,509,721   61,574,405 
Net loss per share attributable to common stockholders - basic and diluted $(0.65) $(0.45) $(0.67) $(0.65)


The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

  Three Months Ended March 31, 
  2021  2020 
Shares issuable upon conversion of the 2021 Convertible Notes  160,536   394,327 
Shares issuable upon conversion of the 2022 Convertible Notes  1,195,449   1,226,621 
Warrants exercisable for common shares  610,437   14,102 
Options to purchase common shares  10,892,830   10,538,890 
   12,859,252   12,173,940 

  Three Months Ended March 31, 
  2022  2021 
Shares issuable upon conversion of the 2021 Convertible Notes  0   160,536 
Shares issuable upon conversion of the 2022 Convertible Notes  0   1,195,449 
Warrants exercisable for common shares  1,218,038   610,437 
Restricted stock units exercisable for common shares  457,709   0 
Options to purchase common shares  12,047,299   10,892,830 
   13,723,046   12,859,252 

11.10.Commitments and Contingencies


The Company determines if an arrangement is a lease at inception. Operating and finance leases are presented in the Company’s consolidated balance sheet as right-of-use assets from leases, current lease liabilities and long-term lease liabilities. Certain of the Company’s lease agreements contain renewal options; however, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs. As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments using an estimate of the Company’s collateralized borrowing rate for debt with a similar term. The Company has utilized its incremental borrowing rate based on the long-term borrowing costs of comparable companies in the biotechnology industry. Since the Company elected to account for each lease component and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. Some of the Company’s lease agreements contain rent escalation clauses (including index-based escalations). TheFor operating leases, the Company recognizes the minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. The Company will amortize this expense over the term of the lease beginning with the lease commencement date. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate and are recognized as incurred.


14


Finance Lease



The Company has a lease for a facility in Cranbury, New Jersey, consisting of 103,720 square feet of space including areas for offices, process development, research and development laboratories and 50,000 square feet dedicated to AAV Current Good Manufacturing Practice (cGMP)(“cGMP”) manufacturing facilities to support the Company’s pipeline. A smaller area within this facility was originally leased in August 2018, and the lease was amended in June 2019 to include the full building (such lease, as amended, the “NJ Lease Agreement”). The NJ Lease Agreement has a 15-year term from September 1, 2019, with an option to renew for 2 consecutive five-year renewal terms.



Estimated rent payments for the NJ Lease Agreement are $1.2 million per annum, payable in monthly installments, depending upon the nature of the leased space, and subject to annual base rent increases of 3%. The total commitment under the NJ Lease Agreementlease is estimated to be approximately $29.3 million over the 15-year term of the NJ Lease Agreement.lease. The Company paid a cash security deposit of $0.3 million to the landlord in connection with the NJ Lease Agreement which has been reflected in deposits in the consolidated balance sheets as of March 31, 20212022 and December 31, 2020.


The Company determined the lease commencement date was reached on March 15, 2020 when the construction of all landlord owned improvements had been substantially completed and when the Company began including its leasehold improvements on the balance sheet and move equipment into the space. Upon commencement of the NJ Lease Agreement in March 2020, the Company recognized total right-of-use assets of $47.7 million, with a corresponding lease liability of $20.2 million. The Company reclassified $26.5 million of construction costs in progress and $1.1 million of prepaid rent as part of the right of use asset upon the lease commencement date of March 15, 2020. During the three months ended March 31, 2021, the Company reclassified an additional $0.3 million bringing the aggregate reclassification to $32.4 million of construction costs in progress as part of the right of use asset.2021.


Interest associated with the financing lease was $0.5 million and $0.2 millionThe total restricted cash balance for the three months ended Company’s operating and finance leases as of March 31, 2022 and December 31, 2021 and 2020, respectively and is recorded as interest expense on the consolidated statements of operations.was $0.8 million.


Operating Leases



On June 7, 2018, the Company entered into a three-year lease agreement for office space in the Empire State Building in New York, NY (the “ESB Lease Agreement”). In connection with the ESB Lease Agreement, the Company established an irrevocable standby letter of credit (the “Empire LOC”) with a bank for $0.9 million which expired on June 30, 2020 and renewed automatically for a one-year period until its expiration date of July 31, 2021.million. On March 26, 2021, the Company entered in Amendment No. 1 to the ESB Lease Agreement (“ESB Lease Amendment”) that extended the term of the lease agreement to June 30, 2024, reduced the rent payments going forward, and reduced the Empire LOC down to $0.8 million. The Empire LOC serves as the Company’s security deposit on the lease in which the landlord is the beneficiary.beneficiary and expires August 29, 2024. The Company has accounted for the ESB Lease Amendment as a modification to the ESB Lease Agreement. The CompanyAgreement and remeasured the lease liability and adjusted the operating lease right of use asset by $1.1 million.
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The Company has a certificate of deposit of $0.8 million and $0.9 million with a bank as collateral for the Empire LOC which is classified as part of restricted cash in the consolidated balance sheets as of March 31, 20212022 and December 31, 2020.  This security deposit was reduced to $0.8 million in March 2021 in connection with the ESB Lease Amendment..



On January 4, 2018, in connection with the Reverse Merger, the Company assumed an operating lease for Inotek’s former headquarters in Lexington, Massachusetts, with a term ending in February 2023. In July 2018, the Company signed an agreement to sublease a portion of the Lexington, Massachusetts space and in September 2018, the Company signed an agreement to sublease the remaining portion of the Lexington, Massachusetts space. Rental income received under the sublease agreement totaled $0.1 million and $0.1 $0.1million for the three months ended March 31, 20212022 and 2020, respectively.2021. Rental income is netted against rent expense in the consolidated statementstatements of operations.


Rent expense was $0.3 million for the three months ended March 31, 2021 and 2020.


The total restricted cash balanceRent expense was $0.3million for the Company’s operating and finance leases at three months ended March 31, 20212022 and 2021.December 31, 2020 was $1.0 million and $1.1 million, respectively.

Lease cost March 31, 2021  March 31, 2022 
Operating lease cost $196  $197 
Finance lease cost        
Amortization of right of use assets  535   535 
Interest on lease liablities  459 
Interest on lease liabilities  464 
Total lease cost $1,190  $1,196 

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The following table summarizes the maturity of the Company’s operating and finance lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and finance lease liabilities as of March 31, 2021:2022:

Maturity of operating lease liabilities March 31, 2021  March 31, 2022 
2021  544 
2022  860  
688 
2023  488   548 
2024  208   269 
2025  64 
2026  55 
Total lease payments $2,100  $1,624 
Less: interest  (118)  (67)
Total operating lease liabilities $1,982  $1,557 

Maturity of finance lease liability March 31, 2021  March 31, 2022 
2021  1,235 
2022  1,689  
1,270 
2023  1,736   1,736 
2024  1,791   1,791 
2025  1,856 
2026  1,912 
Thereafter  48,768   45,003 
Total lease payments $55,219  $53,566 
Less: interest  (34,536)  (32,689)
Total finance lease liability $20,683  $20,877 

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Leases March 31, 2022 
    
Operating right-of-use assets $1,390 
     
Operating current lease liabilities  838 
Operating noncurrent lease liabilities  719 
Total operating lease liabilities $1,557 
     
Finance right-of-use assets $47,945 
     
Finance current lease liability  1,701 
Finance noncurrent lease liability  19,176 
Total finance lease liability $20,877 

Leases March 31, 2021 
    
Operating right-of-use assets $1,787 
     
Operating current lease liabilities  683 
Operating noncurrent lease liabilities  1,299 
Total operating lease liabilities $1,982 
     
Finance right-of-use assets $50,311 
Finance current lease liability  1,655 
Finance noncurrent lease liability  19,028 
Total finance lease liability $20,683 

Other information      
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $226  $229 
Cash flows from finance lease $408  $419 
Weighted-average remaining lease term - operating leases 
2.7 years
  
2.3 years
 
Weighted-average remaining lease term - finance lease 
23.4 years
  
22.4 years
 
Weighted-average discount rate - operating leases  4.90%  4.34%
Weighted-average discount rate - finance lease  8.96%  8.96%


Litigation


From time to time, the Company may be subject to other various legal proceedings and claims that arise in the ordinary course of its business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe it is party to any other claim or litigation the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

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Indemnification Arrangements


Pursuant to its bylaws and as permitted under Delaware law, the Company has indemnification obligations to directors, officers, employees or agents of the Company or anyone serving in these capacities. The maximum potential amount of future payments the Company could be required to pay is unlimited. The Company has insurance that reduces its monetary exposure and would enable it to recover a portion of any future amounts paid. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal.


Throughout the normal course of business, the Company has agreements with vendors that provide goods and services required by the Company to run its business. In some instances, vendor agreements include language that requires the Company to indemnify the vendor from certain damages caused by the Company’s use of the vendor’s goods and/or services. The Company has insurance that would allow it to recover a portion of any future amounts that could arise from these indemnifications. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal.

12.11.Agreements Related to Intellectual Property


The Company, directly and through its subsidiary Spacecraft Seven, LLC, has various license and research and collaboration arrangements. The transactions principally resulted in the acquisition of rights to intellectual property which is in the preclinical phase and has not been tested for safety or feasibility. In all cases, the Company did not acquire tangible assets, processes, protocols, or operating systems. The Company expenses the acquired intellectual property rights as of the acquisition date on the basis that the cost of intangible assets purchased from others for use in research and development activities, has no alternative future uses.

13.12.CIRM Grants


LAD-ILAD-1 CIRM Grant


On April 30, 2019, the California Institute for Regenerative Medicine (“CIRM”) awarded the Company up to $6.5$7.5 million under a CLIN2 grant award to support the clinical development of its LVV-based gene therapy for LAD-I.RP-L201. Proceeds from the grant will help fund clinical trial costs as well as manufactured drug product for Phase I/II1/2 patients enrolled at the U.S. clinical site, University of California, Los Angeles (“UCLA”) Mattel Children’s Hospital, led by principal investigator Donald Kohn, M.D., UCLA Professor of Microbiology, Immunology and Molecular Genetics, Pediatrics (Hematology/Oncology), Molecular and Medical Pharmacology and member of the Eli and Edythe Broad Center of Regenerative Medicine and Stem Cell Research at UCLA. In 2019, the Company received the first 2 grants from CIRM in the aggregate of $1.2 million based on eligible costs incurred under the grant. The CIRM grant reimbursements are accruedwhich were included as an offset against R&D expenses. In 2020, the Company met additional CIRM milestones and received an additional $1.1 million milestone which was recorded as a reduction of R&D expenses as reimbursable expenses are incurred. in 2020. The Company received the additional milestone payments of $1.1 million and $1.0 million in January and April of 2021, respectively. As of DecemberMarch 31,, 2020, 2022, the Company met the next CIRM milestone and recorded a receivable of $0.9 million, included in prepaid and other current assets in the consolidated balance sheet, andrecorded as a reduction of research and development expenses of $1.1 million.expenses. The Company received the $1.1 million milestone payment on January 4, 2021. As of March 31, 2021, the Company met the next CIRM milestone and recorded a receivable, included in prepaid and other assets in the consolidated balance sheet, and a reduction of research and development expenses of $1.0 million. The Company received the $1.0$0.9 million milestone payment on April 1, 2021.5, 2022.

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IMO CIRM Grant


On November 12, 2020, the CIRM awarded the Company up to $3.7 million under a CLIN2 grant award to support the clinical development of its lentiviral vector (LVV)-basedLVV-based gene therapy, RP-L401, for the treatment of IMO. The Company received a $1.1$1.0 million pursuant to the grant on January 4, 2021, related to the CIRM IMO award and recordedaward. Effective December 2021, a receivable, included in prepaid and other assets in the consolidated balance sheet, and a reductiondecision was made to no longer pursue Rocket-sponsored clinical evaluation of research and development expenses of $0.9 million as of December 31, 2020.  The Company recorded a reduction of research and development expense of $0.1 million for the three months ended March 31, 2021.
RP-L401; this program was returned to academic innovators.

14.13.Related Party Transactions


During April 2018, the Company entered into an agreement with a member of the Board of Directors for business development consulting services. Payments for the services under the agreement are $28 per quarter, and the Company may terminate the agreement with 14 days’ notice. The Company incurred expenses of $0 and $28 during the three months ended March 31, 20212022 and 2020, relating2021, relating to services provided under this agreement.This agreement was terminated on February 15, 2022.


In JuneOctober 2020, the Company entered into a consulting agreement with the spouse of one of the Company’s executive officers for information technology advisory services. In exchange for the services provided under the agreement, the Company granted 10,000 restricted stock units which vest over a three-year period.


On August 27, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a fund affiliated with RTW Investments, LP, the Company’s largest shareholder (the “Purchaser”), pursuant to which it agreed to sell and issue to the Purchaser, in a private placement (the “Private Placement”), 812,516 shares of the Company’s common stock at a purchase price of $32.48 per share for aggregate net proceeds of approximately $26.4 million to the Company before deducting estimated offering expenses payable by the Company. The Private Placement closed on August 31, 2021. In addition, concurrently with the execution of the Purchase Agreement, the Company entered into a registration rights agreement with the Purchaser, pursuant to which the Company agreed, following demand by the Purchaser, to file with the Securities and Exchange Commission a Registration Statement on Form S-3 covering the resale of shares of common stock held by the Purchaser as promptly as reasonably practicable following such demand, and in any event within 60 days of such demand.

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On August 9, 2021, the Company issued a warrant exercisable for 301,291 shares of common stock to a related party for business development and asset identification consulting services (“August 2021 Warrant”). The Company recorded a non-cash R&D expense of $7.6 million during year ended December 31, 2021, related to the issuance of the August 2021 warrant. On December 17, 2021, the Company issued warrants exercisable for 153,155 and 153,155 shares of common stock, respectively to the same related party for business development and asset identification consulting services (“December 2021 Warrants”). The Company recorded a non-cash R&D expense of $5.2 million during year ended December 31, 2021, related to the issuance of the December 2021 warrant. Total non-cash R&D expense of $12.8 million during the year ended December 31, 2021, related to the issuance of the August 2021 and December 2021 warrants. There was 0 expense related to this item for the three months ended March 31, 2022 and 2021.



In September 2021, the Company entered into a consulting agreement with a member of the Board of Directors for pipeline development, new asset evaluation, and corporate strategy. In lieu of cash for services to be provided under the consulting agreement during its one-year term, the Company granted the board member options to purchase 9,78420,000 optionsshares of the Company’s common stock with a fair value of $0.10.4 million.


In October 2020, the Company entered into a consulting agreement with the spouse of one of the Company’s executive officers for information technology advisory services.  In exchange for the services provided under the agreement, the Company granted 10,000 restricted stock units which vest over a three-year period.


In December 2020, the Company entered into a consulting agreement with aThere was 0 expense related party. Pursuant to the consulting agreement, the related party provides certain business development and asset identification consulting services to the Company. The term of the consulting agreement is three years and may be terminated with 60 days’ notice by either party. In exchange for the business development services to be provided under the agreement, the Company issued a warrant exercisable for 603,386 shares of common stock. Pursuant to the consulting agreement, the related party is entitled to receive additional warrants exercisable for common stock upon identification of new assets for the Company to in-license. There were 0 warrants issuedthis item for the three months ended March 31, 2022 and 2021.

15.14.401(k) Savings Plan


The Company has a defined contribution savings plan (the “Plan”) under Section 401(k) of the Internal Revenue Code of 1986. This Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the Plan may be made at the discretion of the Company’s Board of Directors. The Company has elected to the safe harbor match of 4% of employee contributions to the Plan, subject to certain limitations. The Company’s matching contribution for the three months ended March 31, 20212022, and 20202021 was $0.2 million and $0.1 million, respectively.
million.

16.15.Subsequent Events


OnIn April 26, 2021,2022, the Company completed a full redemption of its 2022 Convertible Notes prior to the redemption date. Holders of approximately $38.4 remaining million principal amount of the 2022 Convertible Notes converted such notes in accordance with the terms of the governing indenture into approximatelysold 1.3 million shares under the at-the-market offering program for gross proceeds of the Company’s common stock and cash in lieu$17.8 million, less commissions of fractional shares. Following the redemption, approximately $5.2$0.5 million aggregate principal amountfor net proceeds of the 2021 Convertible Notes remain outstanding.

$17.3 million (see Note 7 “Stockholders Equity”).
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Table of ContentsIndex
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on2021 Form 10-K for the fiscal year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission, or the SEC, on March 1, 2021 (“2020 Form 10-K”).10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those discussed in the section entitled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. In preparing this MD&A, we presume that readers have access to and have read the MD&A in our 20202021 Form 10-K, pursuant to Instruction 2 to paragraph of Item 303 of Regulation S-K. Unless stated otherwise, references in this Quarterly Report on Form 10-Q to “us,” “we,” “our,” or our “Company” and similar terms refer to Rocket Pharmaceuticals, Inc.

We are a clinical-stage, multi-platform biotechnology company focused on the development of first, only and best-in-class gene therapies, with direct on-target mechanism of action and clear clinical endpoints, for rare and devastating diseases. We have fourthree clinical-stage ex vivo lentiviral vector (“LVV”). programs. These include programs for Fanconi Anemia (“FA”), a genetic defect in the bone marrow that reduces production of blood cells or promotes the production of faulty blood cells, Leukocyte Adhesion Deficiency-I (“LAD-ILAD-I”), a genetic disorder that causes the immune system to malfunction and Pyruvate Kinase Deficiency (“PKD”), a rare red blood cell autosomal recessive disorder that results in chronic non-spherocytic hemolytic anemia and Infantile Malignant Osteopetrosis (“IMO”), a genetic disorder characterized by increased bone density and bone mass secondary to impaired bone resorption.anemia. Of these, both the Phase 2 FA program and the Phase 1/2 LAD-I program are in potentially registration-enabling studies in the United States (“U.S.”) and Europe (“EU”). In addition, in the U.S., we have a clinical stage in vivo adeno-associated virus (“AAV”) program for Danon disease, a multi-organ lysosomal-associated disorder leading to early death due to heart failure. Additional work on a gene therapy program for the less common FA subtypes C and G is ongoing. We have global commercialization and development rights to all of these product candidates under royalty-bearing license agreements. Additional discovery efforts on
Effective December 2021, a decision was made to no longer pursue Rocket-sponsored clinical evaluation of RP-L401; this program was returned to academic innovators. Although we believe that gene therapy programmay be beneficial to patients afflicted with this disorder, we have opted to focus available resources towards advancement of RP-A501, RP-L102, RP-L201 and RP-L301, based on the compelling clinical data to date and potential for the less common FA subtypes Ctherapeutic advancement in these severe disorders of childhood and G is ongoing.young adulthood.

Recent Developments

At-the-Market Offering Program
On April 26, 2021,February 28, 2022, we completed a full redemption of our 2022 Convertible Notes priorentered into the Sales Agreement with Cowen with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares through Cowen as its sales agent. The shares to be offered and sold under the Sales Agreement, if any, will be offered and sold pursuant to the redemption date. Holders of approximately $38.4 remaining million principal amountCompany’s shelf registration statement on Form S-3 (File No. 333-253756), which was filed with the SEC on March 2, 2021 and which became effective on September 10, 2021. We filed a prospectus supplement with the SEC on February 28, 2022 in connection with the offer and sale of the 2022 Convertible Notes converted such notesshares pursuant to the Sales Agreement.  We will pay Cowen a cash commission of up to 3.0% of gross proceeds from the sale of the shares pursuant to the Sales Agreement. We also agreed to provide Cowen with customary indemnification and contribution rights and will also reimburse Cowen for certain expenses incurred in accordanceconnection with the termsSales Agreement.  As of March 31, 2022, the governing indenture into approximatelyCompany did not sell any shares under the at-the-market offering program.  In April 2022, we sold 1.3 million shares of the Company’s common stock and cash in lieupursuant to the at-the-market offering program for gross proceeds of fractional shares.

On May 10, 2021 we announced that the RP-A501 Danon Disease program was placed on clinical hold by the FDA. No new drug-related safety events have been observed in the low- or high-dose adult cohorts$17.8 million, less commissions of the Phase 1 trial. The FDA has requested that we pause patient dosing and modify the protocol and other supporting documents with revised guidelines$0.5 million for patient selection and management. All follow-up study activities will continue and no additional data are requested. We are continuing our dialogue with the agency to ensure safety measures are updated and harmonized adequately and anticipate additional patient treatment by 3Q2021.net proceeds of $17.3 million.

Gene Therapy Overview

Genes are composed of sequences of deoxyribonucleic acid (“DNA”), which code for proteins that perform a broad range of physiologic functions in all living organisms. Although genes are passed on from generation to generation, genetic changes, also known as mutations, can occur in this process. These changes can result in the lack of production of proteins or the production of altered proteins with reduced or abnormal function, which can in turn result in disease.

Gene therapy is a therapeutic approach in which an isolated gene sequence or segment of DNA is administered to a patient, most commonly for the purpose of treating a genetic disease that is caused by genetic mutations. Currently available therapies for many genetic diseases focus on administration of large proteins or enzymes and typically address only the symptoms of the disease. Gene therapy aims to address the disease-causing effects of absent or dysfunctional genes by delivering functional copies of the gene sequence directly into the patient’s cells, offering the potential for curing the genetic disease, rather than simply addressing symptoms.

We are using modified non-pathogenic viruses for the development of our gene therapy treatments. Viruses are particularly well suited as delivery vehicles because they are adept at penetrating cells and delivering genetic material inside a cell. In creating our viral delivery vehicles, the viral (pathogenic) genes are removed and are replaced with a functional form of the missing or mutant gene that is the cause of the patient’s genetic disease. The functional form of a missing or mutant gene is called a therapeutic gene, or the “transgene.” The process of inserting the transgene is called “transduction.” Once a virus is modified by replacement of the viral genes with a transgene, the modified virus is called a “viral vector.” The viral vector delivers the transgene into the targeted tissue or organ (such as the cells inside a patient’s bone marrow). We have two types of viral vectors in development, LVV and AAV. We believe that our LVV and AAV-based programs have the potential to offer a significant therapeutic benefit to patients that is durable (long-lasting).

The gene therapies can be delivered either (1) ex vivo (outside the body), in which case the patient’s cells are extracted and the vector is delivered to these cells in a controlled, safe laboratory setting, with the modified cells then being reinserted into the patient, or (2) in vivo (inside the body), in which case the vector is injected directly into the patient, either intravenously (“IV”) or directly into a specific tissue at a targeted site, with the aim of the vector delivering the transgene to the targeted cells.
We believe that scientific advances, clinical progress, and the greater regulatory acceptance of gene therapy have created a promising environment to advance gene therapy products as these products are being designed to restore cell function and improve clinical outcomes, which in many cases include prevention of death at an early age. The FDA approval of several gene therapies in recent years indicates that there is supportive of a regulatory pathway forward for gene therapy products.

Pipeline Overview

The chart below shows the current phases of development of Rocket’s programs and product candidates:

graphic graphic


AAV Program:

Danon Disease:
Danon disease (“DD”) is a multi-organ lysosomal-associated disorder leading to early death due to heart failure. Danon diseaseDD is caused by mutations in the gene encoding lysosome-associated membrane protein 2 (“LAMP-2”), a mediator of autophagy. This mutation results in the accumulation of autophagic vacuoles, predominantly in cardiac and skeletal muscle. Male patients often require heart transplantation and typically die in their teens or twenties from progressive heart failure. Along with severe cardiomyopathy, other Danon disease symptomsDD-related manifestations can include skeletal muscle weakness, liver disease, and intellectual impairment. There are no specific therapies available for the treatment of Danon disease.DD and medications typically utilized for the treatment of congestive heart failure (CHF) are not believed to modify progression to end-stage CHF. Patients with end-stage CHF may undergo heart transplant, which currently is available to a minority of patients, is associated with short- and long-term complications and is not curative of the disorder in the long-term. RP-A501 is in clinical trials as an in vivo therapy for Danon disease, which is estimated to have a prevalence of 15,000 to 30,000 patients in the U.S. and the EU, however new market research is being performed and the prevalence of patients may be updated in the future.EU.

Danon disease is an autosomal dominant, rare inherited disorder characterized by progressive cardiomyopathy which is almost universally fatal in males even in settings where cardiac transplantation is available. Danon disease predominantly affects males early in life and is characterized by absence of LAMP2Bexpression in the heart and other tissues. Pre-clinical models of Danon disease have demonstrated that AAV-mediated transduction of the heart results in reconstitution of LAMP2Bexpression and improvement in cardiac function.

As of December 31, 2020, weWe currently have one adeno-associated viral vector program targeting DD, RP-A501. We have treated fivesix patients in the RP-A501 Phase 1 clinical trial, which enrolled for adult and completed thepediatric male DD patients. This includes a first cohort of the study evaluating an initiala low-dose (6.7e13 genome copies (vg)/kilogram (kg)) in maleadult/older adolescent patients ageaged 15 or greater. The preliminary data announcedgreater (n=3), a second cohort evaluating a higher dose (1.1e14 vg/kg) in December 2020 for theadult/older adolescent patients aged 15 or greater (n=2), and we have initiated treatment in a pediatric cohort at a low dose cohortlevel (6.7e13 vg/kg; n=1).
 Data disclosed from our Phase 1 study of RP-A501 in November 2021 and January 2022 included safety and clinical activity results from the three patients treated with the low dose of 6.7×1013 genome copies (gc)/kilogram (kg)6.7e13 vg/kg and early safety information from the two patients treated with the higher dose of 1.1×1014 gc/1.1e14 vg/kg, asand early safety information from the initial pediatric patient (pediatric cohort is age 8-14 years) treated with the low dose of 6.7e13 vg/kg.
Efficacy assessments include evaluation of New York Heart Association (“NYHA”) Functional Classification, which is the most commonly used heart failure classification system. NYHA Class II is where a patient exhibits a slight limitation of physical activity, is comfortable at rest, and ordinary physical activity results in fatigue, palpitation and/or dyspnea. Class I is where a patient exhibits no limitation of physical activity and ordinary physical activity does not cause undue fatigue, palpitation and/or dyspnea. Brain natriuretic peptide (BNP) is a blood-based evaluation and a key marker of heart failure with prognostic significance in CHF and cardiomyopathies. Other efficacy parameters include echocardiographic measurements of heart thickness, most notably the thickness of the cutoff dateleft ventricular posterior wall (LVPW), and importantly, measurement of November 2020.LAMP2B gene expression both via immunohistochemistry and Western blot, as obtained via endomyocardial biopsy. Biopsied heart tissue is also evaluated on electron microscopy for evidence of DD-associated tissue derangements, including the presence of autophagic vacuoles and disruption of myofibrillar architecture, each of which are characteristic of DD-related myocardial damage.

In November 2021 and January 2022, data for the ongoing Phase 1 trial of RP-A501 was presented, including efficacy parameters for the low and high dose cohorts in patients aged 15 and older with at least 12 months follow-up (n=5). An improvement in NYHA Class (from II to I) was observed in three patients (two low-dose and one high-dose) who had closely monitored immunosuppression with follow-up greater than one year and stabilization was observed in one low-dose patient without a closely monitored immunosuppressive regimen. A substantial improvement in BNP, a key marker of heart failure, was observed in all three low-dose patients and one high-dose patient. Among the three low-dose patients, treatedBNP decreased from a pretreatment baseline by 57% at 24 months, 79% at 18 months, and 75% at 15 months, respectively. In one high-dose patient, BNP decreased from a pretreatment baseline by 67% at 12 months. In patients with closely monitored immunosuppression (two low-dose and one high-dose) left ventricular (LV) posterior wall thickness improved (average 23% decrease compared to pretreatment baseline) and ejection fraction improved or stabilized (average 20% increase compared to pretreatment baseline) at 12 to 18 months on echocardiography. Severe and progressive wall thickening is a hallmark of the hypertrophic cardiomyopathy of Danon Disease and is a major contributor to early mortality in male patients. Cardiac output remained normal for all patients with improved or stable left heart filling pressures as measured by cardiac catheterization. Three low-dose patients and one high-dose patient demonstrated improvements in the 6-minute walk test (6MWT). One low-dose patient improved from a pretreatment baseline of 443 meters (m) to 467 m at 24 months. The second low-dose patient improved from a pretreatment baseline of 405 m to 410 m at 18 months. The third low-dose patient improved from a pretreatment baseline of 427 m to 435 m at 15 months. One high-dose patient improved from a pretreatment baseline of 436 m to 492 m at 12 months. Evidence of sustained cardiac LAMP2B gene expression by immunohistochemistry and Western blot with qualitative improvement of vacuoles and cardiac tissue architecture on electron microscopy was observed at both dose levels. Sustained cardiac LAMP2B gene expression by immunohistochemistry was observed in all three patients with a closely monitored immunosuppressive regimen. Specifically, LAMP2B gene expression by immunohistochemistry in the low-dose (6.7e13 vg/kg) was 68% in one patient at Month 12 and 92% in another patient at Month 9. In one patient who received the high-dose (1.1e14 vg/kg), LAMP2B gene expression by immunohistochemistry was 100% at Month 12.

One of the patients receiving therapy on the high dose cohort had progressive heart failure and underwent a heart transplant at Month 5 following therapy. This patient had more advanced disease than the 4 other adult/older adolescent patients who received treatment in the low and high dose cohort, cohorts, as evidenced by diminished LV ejection fraction (35%) on echocardiogram and markedly elevated LV filling pressure prior to treatment. His clinical course was characteristic of DD progression. Assessments regarding gene transduction from the explanted heart are summarized below:

Explanted Heart

Analysis of the explanted heart revealed significant fibrosis consistent with advanced DD.

Myocardial tissue from the explanted heart at 5 months post-treatment displayed 100% LAMP2B protein expression by immunohistochemistry throughout non-fibrotic cardiac regions including the ventricles and other essential targeted areas

RP-A501 showed manageable safety results.was generally well tolerated at the 6.7e13 vg/kg dose level, or lower dose. All observed adverse effects were reversible with no lasting sequelae. Early transaminase and creatinine kinase elevations returned to baseline or decreased. No unexpected and serious drug product-related adverse events or severe adverse events were observed.observed in this low dose cohort. The most common adverse events were predominantly mild, not associated with clinical symptoms and were related to elevated transaminases post treatment.post-treatment. Elevation in transaminases and creatinine kinases was observed in all three low-dose patients and returned to baseline levels within the first one to two months post-treatment. There was also a transient and reversible decline in platelets observed in these three patients. These changes were largely responsive to corticosteroids and other immunosuppressive therapies. All patients were given oral steroids to prevent or minimize potential immune-related events.

Corticosteroids were associated with transient exacerbation of DD-associated skeletal myopathy, which resolved upon discontinuation of steroid therapy. At the higher dose administered (1.1×1014 gc/(1.1e14 vg/kg), additional immunosuppressive therapies were stipulated and administered to mitigate the immune response associated with RP-A501. OneAs disclosed in December 2020, one of the two patients receiving the 1.1e14 vg/kg dose had more advanced heart failure than the others, and was the heaviest patient treated patients, who receivedto-date (receiving the higherhighest absolute AAV9 dose and had some degree of pre-existing anti-AAV9 immunity,dose). This patient experienced a non-persistent, immune-related event that was classified as a drug product-related serious adverse event. This thrombotic microangiopathy (“TMA”) event (which was later reclassified as a Sudden Unexpected Serious Adverse Reaction (“SUSAR”) was believed to be likely due to immune-mediated complement activation, resulting in reversible thrombocytopenia and acute kidney injury requiring eculizumab and transient hemodialysis. This patient returned to baseline within three weeks and regained normal kidney function.function within three weeks. (This event occurred in the same patient in whom RP-A501 was not associated with clinical stabilization or improvement, and who required a heart transplant 5 months post-therapy).

From the perspectiveFollowing transplant, this patient has been clinically stable and reports resolution of gene expression results, all three low dose patients demonstrated evidence of cardiac LAMP2B expression by Western blot and/or immunohistochemistry. In twoa baseline skeletal myopathy that was present prior to treatment. Analysis of the three patientsexplanted heart is described above. Of note, this patient had more advanced heart failure at time of treatment; the clinical protocol has been modified to exclude enrollment of DD with end-stage CHF/cardiomyopathy. In May 2021, 5 months after details of this event were disclosed and after recognition of complement-mediated TMA in other systemic AAV programs, the FDA placed the study on clinical hold. In response to the FDA’s clinical hold, we amended the trial protocol in order to enable more defined mechanisms for prevention, early recognition and management of complement-mediated adverse events. The FDA lifted the clinical hold on August 16, 2021 and dosing of the pediatric cohort was initiated in the fourth quarter of 2021.

Based on the activity observed in the low dose cohort who had closely monitored complianceand to mitigate complement-mediated TMA (safety concerns observed in the high dose cohort) and in agreement with the immunosuppressive regimen, high levels of cardiac LAMP2B expression were observed along with clinical biomarker improvements. In cardiac biopsies ofFDA, we are focusing on the low dose patients, LAMP2B gene expression was observed(6.7e13 vg/kg) and we will no longer administer doses of 1.1e14 vg/kg or higher in 67.8% of cells compared to normal as determined by immunohistochemistry at 9 months in one patient,this trial. Additional safety measures have been implemented and at 92.4% of cells compared to normal at month 12are reflected in the other patient. In this latterupdated trial protocol. These measures include exclusion of patients with end-stage heart failure, and a refined immunosuppressive regimen involving transient B- and T-cell mediated inhibition, with emphasis on preventing complement activation, while also enabling lower steroid doses and earlier steroid taper, with all immunosuppressive therapy discontinued 2-3 months following therapy. As announced in January 2022, the initial pediatric patient Western blot assessment showed 61%received RP-A501 therapy (6.7e13 vg/kg dose level) without evidence of normal LAMP2B protein expression at month 9. The 12-month Western blot datasignificant complement activation and with stable platelet levels; there was still pending for all three patients asno worsening of the data cutoff.

The first patient inpatient’s baseline DD-related skeletal myopathy during the low dose cohort was not as closely monitored for compliance with the immunosuppressive regimen as the other two patients. Although we did observe evidence of cardiac LAMP2B expression of approximately 15% of cells compared to normal as determined by immunohistochemistry at 12 months in this patient, we believe that such expression was likely limited by inconsistent compliance with the immunosuppressive regimen, as evidenced by transient increases in transaminase levels approximately one month after treatment and a lack of adverse events frequently associated with the immunosuppressive regimen. Additionally, in this patient, Western blot assessment showed 17.9% of normal LAMP2B protein expression at month 6.

At least two of the three low dose patients demonstrated key clinical biomarker improvements consistent with improved cardiac function. Brain natriuretic peptide, a key marker of heart failure, improved in all three patients, including by greater than 50% in the two patients with closely monitored immunosuppressive regimen compliance. Additionally, creatine kinase myocardial band either improved or stabilized in these two patients. For the patient with the potential inconsistent immunosuppressive regimen compliance, the creatine kinase myocardial band was higher than at baseline at month 12. Notably, all three patients showed visible improvements in autophagic vacuoles, a hallmark of Danon disease pathology, as assessed by electron microscopy of cardiac tissue via endomyocardial biopsy. Additionally, two of the three low dose patients with closely monitored immunosuppressive regimen compliance demonstrated improvement in cardiac output as measured by invasive hemodynamics, including one patient who showed a 1.62-fold improvement in cardiac output at month 12, and one patient who showed a 1.35-fold improvement at month 9. For the patient with the apparent inconsistent immunosuppressive regimen compliance, the cardiac output was lower at month 12 than at baseline.

We expect to announce updated data from our open-label Phase 1 trial of RP-A501 in the fourth quarter of 2021.weeks following RP-A501.

Fanconi Anemia Complementation Group A (FANCA):

FA, a rare and life-threatening DNA-repair disorder, generally arises from a mutation in a single FA gene. An estimated 60 to 70% of cases arise from mutations in the Fanconi-A (“FANCA”) gene, which is the focus of our program. FA results in bone marrow failure, developmental abnormalities, myeloid leukemia, and other malignancies, often during the early years and decades of life. Bone marrow aplasia, which is bone marrow that no longer produces any or very few red and white blood cells and platelets leading to infections and bleeding, is the most frequent cause of early morbidity and mortality in FA, with a median onset before 10 years of age. Leukemia is the next most common cause of mortality, ultimately occurring in about 20% of patients later in life. Solid organ malignancies, such as head and neck cancers, can also occur, although at lower rates during the first two to three decades of life.

Although improvements in allogeneic (donor-mediated) hematopoietic stem cell transplant (“HSCT”), currently the most frequently utilized therapy for FA, have resulted in more frequent hematologic correction of the disorder, HSCT is associated with both acute and long-term risks, including transplant-related mortality, graft versus host disease (“GVHD”), a sometimes fatal side effect of allogeneic transplant characterized by painful ulcers in the GI tract, liver toxicity and skin rashes, as well as increased risk of subsequent cancers. Our gene therapy program in FA is designed to enable a minimally toxic hematologic correction using a patient’s own stem cells during the early years of life. We believe that the development of a broadly applicable autologous gene therapy can be transformative for these patients.

Each of our LVV-based programs utilize third-generation, self-inactivating lentiviral vectors to correct defects in patients’ HSCs, which are the cells found in bone marrow that are capable of generating blood cells over a patient’s lifetime. Defects in the genetic coding of HSCs can result in severe, and potentially life-threatening anemia, which is when a patient’s blood lacks enough properly functioning red blood cells to carry oxygen throughout the body. Stem cell defects can also result in severe and potentially life-threatening decreases in white blood cells resulting in susceptibility to infections, and in platelets responsible for blood clotting, which may result in severe and potentially life-threatening bleeding episodes. Patients with FA have a genetic defect that prevents the normal repair of genes and chromosomes within blood cells in the bone marrow, which frequently results in the development of acute myeloid leukemia (“AML”), a type of blood cancer, as well as bone marrow failure and congenital defects. The average lifespan of an FA patient is estimated to be 30 to 40 years. The prevalence of FA in the U.S. and EU is estimated to be approximately 4,000 patients in total. In light of the efficacy seen in non-conditioned patients, the addressable annual market opportunity is now believed to be 400 to 500 patients collectively in the U.S. and EU.

We currently have one ex-vivo LVV-based program targeting FA, RP-L102. RP-L102 is our lead lentiviral vector-based program that we in-licensed from Centro de Investigaciones Energéticas, Medioambientales y Tecnológicas (“CIEMAT”), which is a leading research institute in Madrid, Spain. RP-L102 is currently being studied in our Phase 2 registrational enabling clinical trials treating FA patients at the Center for Definitive and Curative Medicine at Stanford University School of Medicine (“Stanford”), the University of Minnesota, Great Ormond Street Hospital (“GOSH”) in London and Hospital Infantil de Nino Jesus (“HNJ”) in Spain. The trial is expected to enroll a total of ten patients from the U.S. and EU with the first patient in this Phase 2 trial treated in December 2019. Patients will receive a single intravenous infusion of RP-L102 that utilizes fresh cells and “Process B” which incorporates a modified stem cell enrichment process, transduction enhancers, as well as commercial-grade vector and final drug product.

Resistance to mitomycin-C, a DNA damaging agent, in bone marrow stem cells at a minimum time point of one year post treatment is the primary endpoint for our ongoing Phase 2 study. Per agreement with the FDA and EMA, engraftment leading to bone marrow restoration exceeding a 10% mitomycin-C resistance threshold could support a marketing application for approval.

In December 2020, we presented updated interim data from our FA at the 62nd62nd American Society of Hematology (“ASH”) Annual Meeting. The FA data presented at the ASH Annual Meeting were from seven of the nine patients treated (out of twelve patients enrolled) as of October 2020 in both the U.S. Phase 1 and global Phase 2 studies of RP-L102 for FA. Patients in these studies received a single intravenous infusion of “Process B” RP-L102 which incorporates a modified stem cell enrichment process, transduction enhancers, as well as commercial-grade vector. Preliminary data from these studies support “Process B” as a consistent and reproducible improvement over “Process A” which was used in earlier academic FA studies.

Seven patients had follow-up data of at least two-months and three of the seven patients had been followed for twelve-months or longer. As patients are treated with gene therapy product without the use of a conditioning regimen, the data indicated that RP-L102 was generally well-tolerated with no significant safety issues reported with infusion or post-treatment. One drug related serious adverse event of Grade 2 transient infusion-related reaction was observed. In five out of the seven patients for whom there was follow-up data, evidence of preliminary engraftment was observed, with bone marrow (“BM”) vector copy numbers (“VCNs”) from 0.16 to 0.22 (long-term follow-up only) and peripheral VCNs ranging from 0.01 (2-month follow-up) to 0.11 (long-term follow-up). Further, two of the three patients with greater than 12-months follow-up showed evidence of increasing engraftment, mitomycin-C (“MMC”) resistance and stable blood counts, which suggests a halt in the progression of bone marrow failure. The third patient with greater than 12-month follow-up contracted Influenza B nine months post-treatment resulting in progressive BM failure, for which, such patient received a successful bone marrow transplant at 18months post-treatment.

We expect
22

In May 2021, we presented positive clinical data at the 24th Annual Meeting of the American Society of Gene and Cell Therapy (“ASGCT”). The preliminary data from the Phase 1/2 trials presented in a poster at ASGCT were from nine pediatric patients and showed increasing evidence of engraftment in at least six of the nine patients, including two patients with at least 15-months of follow-up and four patients with at least 6-months of follow-up. RP-L102 demonstrated a highly favorable tolerability profile with all subjects being treated without conditioning and with no sign of dysplasia. One patient experienced a Grade 2 transient infusion-related reaction.

In December 2021, we presented encouraging clinical data at the 63rd Annual Meeting of the American Society of Hematology (ASH). The preliminary results from the Phase 1/2 trials were presented in a poster at ASH were from eleven pediatric patients and showed increasing evidence of engraftment in at least six of eight patients for whom there are at least 12 months of follow-up, including bone marrow progenitor cell resistance to report longer-term follow up on thesemitomycin-C (MMC) ranging from 16-63% in six patients (bone marrow cells in FA patients are highly sensitive to DNA-damaging agents including MMC; this susceptibility to DNA damage is believed to mediate the second quarterFA-associated bone marrow failure and predisposition to malignancy. In addition to the development of 2021.MMC-resistance in BM hematopoietic cells, sustained peripheral VCN levels were seen in six of seven patients with at least 12-months of follow-up. One patient experienced an Influenza B infection approximately 9 months following treatment with concomitant progressive hematologic failure requiring allogeneic hematopoietic stem cell transplant, which was administered successfully; the remaining patients have not required transfusions. RP-L102 demonstrated a highly favorable tolerability profile with all subjects being treated without cytotoxic conditioning and no signs of dysplasia. The only RP-L102 related serious adverse event to-date has been a Grade 2 transient infusion-related reaction in one patient.

Leukocyte Adhesion Deficiency-I (LAD-I):

LAD-I is a rare autosomal recessive disorder of white blood cell adhesion and migration, resulting from mutations in the ITGB2 gene encoding for the Beta-2 Integrin component, CD18. Deficiencies in CD18 result in an impaired ability for neutrophils (a subset of infection-fighting white blood cells) to leave blood vessels and enter tissues where these cells are needed to combat infections. As is the case with many rare diseases, accurate estimates of incidence are difficult to confirm; however, several hundred cases have been reported to date.

Most LAD-I patients are believed to have the severe form of the disease. Severe LAD-I is notable for recurrent, life-threatening infections and substantial infant mortality in patients who do not receive an allogeneic HSCT. Mortality for severe LAD-I has been reported as 60 to 75% by age two in the absence of allogeneic HCST.

We currently have one ex-vivoex-vivo program targeting LAD-I, RP-L201. RP-L201 is a clinical program that we in-licensed from CIEMAT. We have partnered with UCLA to lead U.S. clinical development efforts for the LAD-I program. UCLA and its Eli and Edythe Broad Center of Regenerative Medicine and Stem Cell Research is serving as the lead U.S. clinical research center for the registrational clinical trial for LAD-I, and HNJ isand GOSH serving as the lead clinical sitesites in Spain. GOSH inSpain and London, is also a site for the LAD-I trial.respectively. This study has received a $6.5 million CLIN2 grant award from the California Institute for Regenerative Medicine (“CIRM”) to support the clinical development of gene therapy for LAD-I.

The ongoing open-label, single-arm, Phase 1/2 registration enablingregistration-enabling clinical trial of RP-L201 has treated four severe LAD-I patients to assess the safety and tolerability of RP-L201 to date. The first patient was treated at UCLA with RP-L201 in the third quarter of 2019. Enrollment is now complete in this study.both the Phase 1 and 2 portions of the study; 9 patients have received RP-L102 at 3 investigative centers in the U.S. and Europe.

In AprilDecember 2021, Rocketwe presented positive clinical updates from RP-L201data at the Clinical Immunology Society (CIS)63rd Annual Meeting.Meeting of ASH. The Phase 1/2ASH oral presentation included preliminary data presented in a posterfrom eight of nine severe LAD-I patients, as defined by CD18 expression of less than 2%, who received RP-L201 treatment as of the November 8, 2021, data cut-off date. Eight patients had follow-up data of at CIS 2021 are fromleast three months, and four pediatricof the eight patients with severe LAD-I.had been followed for 12 months or longer. All infusions of RP-L201 waswere well tolerated withand no safety issues reported with treatment or post-treatment.drug product-related serious adverse events were reported. Evidence of preliminary efficacy was observed in all eight evaluable patients. All foureight patients achieved hematopoietic reconstitution within 5-weeks and demonstrated neutrophil CD18 expression substantially exceedingthat exceeded the 4-10% threshold associated with survival into adulthood. The firstadulthood and consistent with reversal of the severe LAD-I phenotype including six patients with at least 6 months of follow-up. Peripheral blood VCN levels have been stable and in the 0.54 – 2.94 copies per genome range. No patients had LAD-I related infections requiring hospitalization after hematopoietic reconstitution post-RP-L201. Additional updates presented in January 2022 included a ninth patient with 18-months follow up demonstrated durableachieving CD18 expression of ~40%, peripheral blood vector copy number (VCN) levels61% at 3 months, with the preliminary observation that all nine of 1.2 at 12-months post-treatment and resolution of skin lesions with no new lesions. The second patient with 9-months of follow upnine patients have demonstrated 26% to 87% CD18 expression of ~28% and peripheral blood VCN levels of 0.75 at 6-months post-treatmenttimepoints ranging from 3 to 24 months following RP-L102, with kinetics consistent with those of the first patient. The third and fourth patients demonstrated highstable CD18 expression of ~70% and ~51%, respectively at 3-months post treatment, and peripheral blood VCN kinetics consistent with those of the first two patients.levels for each patient subsequent to month 3.

The LAD-I program received Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA and Priority Medicines (PRIME) designation from the European Medicines Agency (“EMA”), completing the full complement of all U.S. and EU accelerated regulatory designations for the program.

We expect to announce initial Phase 2 data for our LAD-I program in the third quarter of 2021.

Pyruvate Kinase Deficiency (PKD):

Red blood cell PKD is a rare autosomal recessive disorder resulting from mutations in the pyruvate kinase L/R (“PKLR”) gene encoding for a component of the red blood cell (“RBC”) glycolytic pathway. PKD is characterized by chronic non-spherocytic hemolytic anemia, a disorder in which RBCs do not assume a normal spherical shape and are broken down, leading to decreased ability to carry oxygen to cells, with anemia severity that can range from mild (asymptomatic) to severe forms that may result in childhood mortality or a requirement for frequent, lifelong RBC transfusions. The pediatric population is the most commonly and severely affected subgroup of patients with PKD, and PKD often results in splenomegaly (abnormal enlargement of the spleen), jaundice and chronic iron overload which is likely the result of both chronic hemolysis and the RBC transfusions used to treat the disease. The variability in anemia severity is believed to arise in part from the large number of diverse mutations that may affect the PKLR gene. Estimates of disease incidence have ranged between 3.2 and 51 cases per million in the white U.S. and EU population. Industry estimates suggest at least 2,500 cases in the U.S. and EU have already been diagnosed despite the lack of FDA-approved molecularly targeted therapies. Market research indicates the application of gene therapy to broader populations could increase the market opportunity from approximately 250 to 500 patients per year.

We currently have one ex-vivoex-vivo LVV-based program targeting PKD, RP-L301. RP-L301 is a clinical stage program that we in-licensed from CIEMAT. The IND for RP-L301 to initiate the global Phase 1 study cleared in October 2019. This program has been granted US and EMA orphan drug disease designation.

This global Phase 1 open-label, single-arm, clinical trial is expected to enroll six adult and pediatric transfusion-dependent PKD patients in the U.S. and Europe. The trial will be comprised of three cohorts to assess RP-L301 in young pediatric (age 8-11), older pediatric (age 12-17) and adult populations. The trial is designed to assess the safety, tolerability, and preliminary activity of RP-L301, and initial safety evaluation will occur in the adult cohort before evaluation in pediatric patients. Stanford will serve as the lead site in the U.S. for adult and pediatric patients, HNJ will serve as the lead site in Europe for pediatrics, and Hospital Universitario Fundación Jiménez Díaz will serve as the lead site in Europe for adult patients. In July 2020, we treated the first patient in our clinical trial of RP-L301.

TheIn December 2021, we presented positive clinical data presented at the 2020 ASH63rd Annual Meeting wereof ASH. The ASH poster presentation included preliminary data from two adult PKD patients with significantsevere anemia and substantial transfusion requirements. Patient L301-006-1001 wasrequirements who were treated with RP-L301. Preliminary data from this first patient supported initial tolerability of RP-L301, hemoglobin improvement to a normal range at 3-months post treatment and additional normalization of hemolysis markers. The patient was 31-years of age at the time of enrollment and had been followed for 3-months post treatment as of the data cutoff dateNovember 3, 2021 cut-off date. Each of October 2020.

Patient L301-006-1001 received a cell dosethese patients had experience extensive PKD-related disease complications including hepatic iron overload. Both patients have had marked improvement in hemoglobin levels, from baselines of 3.9x106 cells/kilogram (“kg”)7.4 and 7.0 g/dL to 12-month values of 13.3 and 14.8 g/dL respectively; this represents an improvement from severe (Hb <8g/dL) to normal levels. Both patients have been transfusion independent subsequent to post-treatment hematopoietic reconstitution. Anemia resolution has been accompanied by marked improvement in additional markers of hemolysis, including bilirubin, erythropoietin, and reticulocyte counts. RP-L301 has been well tolerated in these adult patients, with ano drug product mean VCN of 2.73. For this patient, hematopoietic reconstitution was observed in less than two weeks. Furthermore, the patient attained peripheral blood VCN of 2.21 at 1-month and 1.55 at 3-months and normalized hemoglobin (“Hgb”) and hemolysis markers at 3-months post-treatment. In particular, at baseline, the patient had Hb of approximately 7.4 grams (“g”)/deciliter (“dL”) to Hb of 14.3 g/dL at 3-months post treatment with RP-L301. In the two years prior to enrollment, the patient underwent approximately 14 transfusion episodes; subsequent to engraftment from RP-L301 treatment, the patient to date has not required any red blood cell transfusions. The patient also exhibited normalization of bilirubin, lactate dehydrogenase and erythropoietin levels at 3-months post treatment, each of which had been substantially elevated prior to study enrollment. The patient also had an increase in hepcidin and a decrease in reticulocytes at 3-months post treatment.

The data from Patient L301-006-1001 indicated that RP-L301 was generally well-tolerated and there were norelated serious safety issuesadverse events or infusion-related complications observed 3-months post treatment. The patient experienced Grade 3 treatment-emergent adverse eventsthrough 12-months post-treatment. Both patients have reported improved quality of neutropenia, stomatitis, increased liver transaminase levels (ASTlife (QOL) following treatment with increases on FACT-An and ALT) and a Grade 4 treatment-emergent adverse event of hypertriglyceridemia; the investigator did not consider these adverse events related to RP-L301.

Patient L301-006-1001 also experienced Grade 2 serious adverse events of chest pain, dyspnea, and nausea during the apheresis collection. The investigator considered these events related to apheresis, hyperleukocytosis and the mobilizing agents. They resolved with supportive care and without sequelae. Other events included Grade 2 bone pain and Grade 3 leukocytosis. The second cohort of this study will enroll older pediatric patients and is expected to be initiated in the first half of 2021.

A second patient L301-006-1002, was 47 years old at the time of enrollment and had been recently treated with RP-L301, receiving a cell dose of 2.4x106 cells/kg with a mean drug product VCN of 2.08.

In March 2021, we announced updated positive preliminary clinical data from Phase 1 trial of RP-L301 for the treatment of PKD. The updated preliminary Phase 1 RP-L301 data are from two patients that showedadditional designated QOL evaluations sustained safety and tolerability 6- and 3-months after treatment, respectively. The two patients demonstrated durable normalization of hemoglobin levels from an average baseline of ~7.4 to 13.9 g/dL at 6-months post treatment in the first patient and from a baseline of ~7.0 g/dL to 13.8 g/dL at 3-months post treatment in the second patient. Respectively, the two patients demonstrated significant improvements in bilirubin 6- and 3-months after treatment, which had been substantially elevated prior to study enrollment.

The Phase 1 trial continues to enroll patients and we expect to report longer-term data in the fourth quarter of 2021, with a near-term update at the American Society for Cell and Gene Therapy Meeting in May 2021.through 12 months following therapy.

Infantile Malignant Osteopetrosis (IMO):

IMO is a genetic disorder characterized by increased bone density and bone mass secondary to impaired bone resorption. During normal growth and development small areas of bone are constantly being broken down by special cells called osteoclasts, then made again by cells called osteoblasts. In IMO, the cells that break down bone (osteoclasts) do not work properly, which leads to the bones becoming thicker and not as healthy. Untreated IMO patients may suffer from a compression of the bone-marrow space, which results in bone marrow failure, anemia, and increased infection risk due to the lack of production of white blood cells. Untreated IMO patients may also suffer from a compression of cranial nerves, which transmit signals between vital organs and the brain, resulting in blindness, hearing loss and other neurologic deficits.

IMO represents the autosomal recessive, severe variants of a group of disorders characterized by increased bone density and bone mass secondary to impaired bone resorption. IMO typically presents in the first year of life and is associated with severe manifestations leading to death within the first decade of life in the absence of allogeneic HSCT, although HSCT results have been limited to-date and notable for frequent graft failure, GVHD and other severe complications.

Approximately 50% of IMO results from mutations in the TCIRG1 gene, resulting in cellular defects that prevent osteoclast bone resorption. As a result of this defect, bone growth is markedly abnormal. It is estimated that IMO occurs in 1 out of 250,000-300,000 within the general global population, although incidence is higher in specific geographic regions including Costa Rica, parts of the Middle East, the Chuvash Republic of Russia, and the Vasterbotten Province of Northern Sweden.

We currently have one LVV-basedEffective December 2021, the Company made a decision to no longer pursue Rocket-sponsored clinical evaluation of RP-L401; this program targeting IMO, RP-L401. RP-L401 is a preclinical program that we in-licensed from Lund University, Sweden. This programwas returned to academic innovators. The Company has been granted ODDopted to focus available resources towards advancement of RP-A501, RP-L102, RP-L201 and Rare Pediatric Disease designation fromRP-L301, based on the FDA. We have partnered with UCLAcompelling clinical data to lead U.S. clinical development effortsdate and potential for the IMO programtherapeutic advancement in these severe disorders of childhood and UCLA will serve as the lead U.S. clinical site for IMO. The IND for RP-L401 to initiate a global Phase 1 study was cleared by the FDA in June 2020. The non-randomized, open-label Phase 1 clinical trial will enroll two pediatric patients, one month of age or older. The trial is designed to assess safety and tolerability of RP-L401, as well as preliminary efficacy, including potential improvements in bone abnormalities/density, hematologic status, and endocrine abnormalities.

In October 2020, we presented pre-clinical data from our LVV-based program targeting IMO, RP-L401, at the ESID 2020 Meeting. Preclinical data on IMO indicate that a modest level of engraftment can correct the disease phenotype in vivo, with increased long-term survival, tooth eruption, weight gain and normalized bone resorption. A comprehensive review of pre-clinical gene therapy investigations in TCIRG1-mediated osteopetrosis published in December 2020 supports acceleration into clinical development for RP-L401.

A clinical trial for RP-L401 was initiated in the fourth quarter of 2020 and recruitment is currently ongoing. On November 12, 2020, the CIRM awarded Rocket up to $3.7 million under a CLIN2 grant award to support the clinical development of its lentiviral vector (LVV)-based gene therapy, RP-L401, for the treatment of IMO.

We expect to report initial Phase 1 clinical trial data for our IMO program in the third quarter of 2021.young adulthood.

Strategy

We seek to bring hope and relief to patients with devastating, undertreated, rare pediatric diseases through the development and commercialization of potentially curative first-in-class gene therapies. To achieve these objectives, we intend to develop into a fully-integrated biotechnology company. In the near- and medium-term, we intend to develop our first-in-class product candidates, which are targeting devastating diseases with substantial unmet need, develop proprietary in-house analytics and manufacturing capabilities and continue to commence registration trials for our currently planned programs. In the medium and long-term, we expect to submit our first biologics license applications (“BLAs”) and establish our gene therapy platform and expand our pipeline to target additional indications that we believe to be potentially compatible with our gene therapy technologies. In addition, during that time, we believe that our currently planned programs will become eligible for priority review vouchers from the FDA that provide for expedited review. We have assembled a leadership and research team with expertise in cell and gene therapy, rare disease drug development and product approval.

We believe that our competitive advantage lies in our disease-based selection approach, a rigorous process with defined criteria to identify target diseases. We believe that this approach to asset development differentiates us as a gene therapy company and potentially provides us with a first-mover advantage.

Financial Overview

Since our inception, we have devoted substantially all of our resources to organizing and staffing the company, business planning, raising capital, acquiring or discovering product candidates and securing related intellectual property rights, conducting discovery, research and developmentR&D activities for the programsour product candidates and planning for potential commercialization. We do not have any products approved for sale and have not generated any revenue from product sales. From inception through March 31, 2021,2022, we raised net cash proceeds of approximately $654.1$680.5 million from investors through both equity and convertible debt financing to fund operating activities. As of March 31, 2021, we had cash, cash equivalents and investments of $466.4 million.

Since inception, we have incurred significant operating losses. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of the current or future product candidates and programs. We had net losses of $40.2 million for the three months ended March 31, 2021 and $139.7 million for the year ended December 31, 2020. As of March 31, 2021, we had an accumulated deficit of $363.0 million. We expect to continue to incur significant expenses and higher operating losses for the foreseeable future as we advance our current product candidates from discovery through preclinical development and clinical trials and seek regulatory approval of our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Furthermore, we expect to incur additional costs as a public company as we transition out of emerging growth company status. Accordingly, we will need additional financing to support continuing operations and potential acquisitions of licensing or other rights for product candidates.

Until such a time as we can generate significant revenue from product sales, if ever, we will seek to fund our operations through public or private equity or debt financings or other sources, which may include collaborations with third parties and government programs or grants. Adequate additional financing may not be available to us on acceptable terms, or at all. We can make no assurances that we will be able to raise the cash needed to fund our operations and, if we fail to raise capital when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more product candidates or delay pursuit of potential in-licenses or acquisitions.

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Revenue

To date, we have not generated any revenue from any sources, including from product sales, and we do not expect to generate any revenue from the sale of products in the near future. If our development efforts for product candidates are successful and result in regulatory approval or license agreements with third parties, we may generate revenue in the future from product sales.

Operating Expenses

Research and Development Expenses

Our R&D program expenses consist primarily of external costs incurred for the development of our product candidates. These expenses include:
expenses incurred under agreements with research institutions and consultants that conduct R&D activities including process development, preclinical, and clinical activities on our behalf;
costs related to process development, production of preclinical and clinical materials, including fees paid to contract manufacturers and manufacturing input costs for use in internal manufacturing processes;
consultants supporting process development and regulatory activities;
patent fees; and
costs related to in-licensing of rights to develop and commercialize our product candidate portfolio.

We recognize external development costs based on contractual payment schedules aligned with program activities, invoices for work incurred, and milestones which correspond with costs incurred by the third parties. Nonrefundable advance payments for goods or services to be received in the future for use in R&D activities are recorded as prepaid expenses.

Our direct R&D expenses are tracked on a program-by-program basis for product candidates and consist primarily of external costs, such as research collaborations and third-party manufacturing agreements associated with our preclinical research, process development, manufacturing, and clinical development activities. Our direct R&D expenses by program also include fees incurred under license agreements. Our personnel, non-program and unallocated program expenses include costs associated with activities performed by our internal R&D organization and generally benefit multiple programs. These costs are not separately allocated by product candidate and consist primarily of:

salaries and personnel-related costs, including benefits, travel, and stock-based compensation, for our scientific personnel performing R&D activities;
facilities and other expenses, which include expenses for rent and maintenance of facilities, and depreciation expense; and
laboratory supplies and equipment used for internal R&D activities.

Our R&D activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development. As a result, we expect thatdirect R&D expenses will increase substantially over the next several yearsconsist principally of external costs, such as we increase personnelfees paid to investigators, consultants, laboratories and CROs in connection with our clinical studies, and costs includingrelated to acquiring and manufacturing clinical study materials. We allocate salary and benefit costs directly related to specific programs. We do not allocate personnel-related discretionary bonus or stock-based compensation support ongoing clinical studies, seek to achieve proof-of-concept in additional product candidates, advance preclinical programs to clinical programs,costs, costs associated with our general discovery platform improvements, depreciation or other indirect costs that are deployed across multiple projects under development and, prepare regulatory filings for product candidates.as such, the costs are separately classified as other R&D expenses.

The following table presents R&D expenses tracked on a program-by-program basis as well as by type and nature of Contentsexpense for the three months ended March 31, 2022 and 2021.

  Three Months Ended March 31, 
  2022  2021 
Direct Expenses:      
Danon Disease (AAV) RP-A501 
$
6,374
  
$
3,799
 
Leukocyte Adhesion Deficiency (LVV) RP-L201  
3,051
   
6,406
 
Fanconi Anemia (LVV) RP-L102  
4,530
   
3,595
 
Pyruvate Kinase Deficiency (LVV) RP-L301  
854
   
1,859
 
Infantile Malignant Osteopetrosis (LVV) RP-L401 (1)
  
190
   
796
 
Other product candidates  
3,254
   
692
 
Total direct expenses  
18,253
   
17,147
 
Unallocated Expenses        
Employee compensation  
5,549
   
4,664
 
Stock based compensation expense  
2,318
   
2,916
 
Depreciation and amortization expense  
827
   
1,176
 
Laboratory and related expenses  
1,226
   
647
 
Legal and patent fees  
-
   
59
 
Professional Fees  
561
   
466
 
Other expenses  
2,060
   
1,234
 
Total other expense, net
Total other research and development expenses
  
12,540
   
11,162
 
Total research and development expense 
$
30,794
  
$
28,309
 

(1) Effective December 2021, a decision was made to no longer pursue Rocket-sponsored clinical evaluation of RP-L401; this program was returned to academic innovators.

We cannot determine with certainty the duration and costs to complete current or future clinical studies of product candidates or if, when, or to what extent we will generate revenues from the commercialization and sale of any of itsour product candidates that obtain regulatory approval. We may never succeed in achieving regulatory approval for any of our product candidates. The duration, costs, and timing of clinical studies and development of product candidates will depend on a variety of factors, including:

the scope, rate of progress, and expense of ongoing as well as any clinical studies and other R&D activities that we undertake;
future clinical study results;
uncertainties in clinical study enrollment rates;
changing standards for regulatory approval; and
the timing and receipt of any regulatory approvals.

We expect R&D expenses to increase for the foreseeable future as we continue to invest in R&D activities related to developing product candidates, including investments in manufacturing, as our programs advance into later stages of development and as we conduct additional clinical trials. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and the successful development of product candidates is highly uncertain. As a result, we are unable to determine the duration and completion costs of R&D projects or when and to what extent we will generate revenue from the commercialization and sale of any of our product candidates.

Our future R&D expenses will depend on the clinical success of our product candidates, as well as ongoing assessments of the commercial potential of such product candidates. In addition, we cannot forecast with any degree of certainty which product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements. We expect our R&D expenses to increase in future periods for the foreseeable future as we seek to further development of our product candidates.

The successful development and commercialization of our product candidates is highly uncertain. This is due to the numerous risks and uncertainties associated with product development and commercialization, including the uncertainty of:
the scope, progress, outcome and costs of our clinical trials and other R&D activities;
the efficacy and potential advantages of our product candidates compared to alternative treatments, including any standard of care;
the market acceptance of our product candidates;
obtaining, maintaining, defending, and enforcing patent claims and other intellectual property rights;
significant and changing government regulation; and
the timing, receipt, and terms of any marketing approvals.

A change in the outcome of any of these variables with respect to the development of our product candidates that we may develop could mean a significant change in the costs and timing associated with the development of our product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials or other testing beyond those that we currently contemplate for the completion of clinical development of any of our product candidates that we may develop or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development of that product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related benefit costs for personnel, including stock-based compensation and travel expenses for our employees in executive, operational, finance, legal, business development, and human resource functions. In addition, other significant general and administrative expenses include professional fees for legal, consulting, investor and public relations, auditing, and tax services as well as other expenses for rent and maintenance of facilities, insurance and other supplies used in general and administrative activities. We expect general and administrative expenses to increase for the foreseeable future due to anticipated increases in headcount to support the continued advancement of our product candidates. We also anticipate that as we continue to operate as a public company with increasing complexity, we will continue to incur increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor and public relations expenses.

Interest Expense

Interest expense as offor the three months ended March 31, 20212022, is related to the 2021 Convertible Notes, which mature in August 2021, the 2022 Convertible Notes, which were converted into common stock in April 2021, as well as theour financing lease obligation for the Cranbury, NJ facility. Interest expense for the three months ended March 31, 2021, related to the Convertible Notes and our financing lease obligation for the Cranbury, NJ facility.

Interest Income

Interest income is related to interest earned from investments and cash equivalents.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, arewhich have been prepared in accordancein conformity with accounting principles generally accepted accounting principles in the U.S.United States (“US GAAP”). The preparation of ourthese consolidated financial statements and related disclosures requires us to make estimates and judgmentsassumptions that affect the reported amounts of assets liabilities, costs and expenses,liabilities and the disclosure of contingent assets and liabilities inat the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our financial statements. We base our estimates on historical experience known trends and events andon various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying valuesvalue of assets and liabilities that are not readily apparent from other sources. We evaluate estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. We periodically review our estimates as a result of changes in circumstances, facts and experience. The effects of material revisions in estimates are reflected in the financial statements prospectively from the date of the change in estimate.

Our significant accounting policies are described in more detail in our 20202021 Form 10-K.

Results of Operations

Comparison of the Three Months Ended March 31, 20212022 and 20202021

The following table summarizes the results of operations for the three months ended March 31, 2021 and 2020 ($ in thousands):

 Three Months Ended March 31, 
 Three Months Ended March 31,  2022 2021 Change 
 2021  2020  Change    
Operating expenses:                
Research and development $28,542  $16,957  $11,585  
$
30,794
 
$
28,309
 
$
2,485
 
General and administrative  10,680   7,163   3,517   
11,770
  
10,913
  
857
 
Total operating expenses  39,222   24,120   15,102   
42,564
  
39,222
  
3,342
 
Loss from operations  (39,222)  (24,120)  (15,102) 
(42,564
)
 
(39,222
)
 
(3,342
)
Research and development incentives  500   -   500  
-
 
500
 
(500
)
Interest expense  (1,729)  (1,573)  (156) 
(464
)
 
(1,729
)
 
1,265
 
Interest and other income net  911   967   (56)
(Amortization of premium) accretion of discount on investments - net  (639)  62   (701)
Interest and other income, net 
623
 
911
 
(288
)
Amortization of premium on investments - net  
(577
)
  
(639
)
  
62
 
Total other expense, net  (957)  (544)  (413)  
(418
)
  
(957
)
  
539
 
Net loss $(40,179) $(24,664) $(15,515) 
$
(42,982
)
 
$
(40,179
)
 
$
(2,803
)

Research and Development Expenses

R&D expenses increased $11.6$2.5 million to $28.5$30.8 million for the three months ended March 31, 20212022 compared to the three months ended March 31, 2020.2021. The increase in R&D expenses was primarily due to increasesdriven by an increase in laboratory supplies of $1.3 million, an increase in compensation and benefits of $1.9$0.8 million due to increased R&D headcount, an increase in non-cash stock compensation expense of $1.2 million, an increase in manufacturing and development costs of $4.8 million, an increase in manufacturing consumables of $1.6 million, an increase in lab supplies and office expense of $0.8 million, an increase in non-cash depreciation and amortization of $0.9 million, and an increase in clinical trial expenses of $0.7$0.6 million, offset by $1.0 milliona decrease in R&D non-cash stock-based compensation expense of the CIRM grant receivable for LAD-I which was offset against R&D expenses for the three months ended March 31, 2021.$0.6 million.

General and Administrative Expenses

G&A expenses increased $3.5$0.9 million to $10.7$11.8 million for the three months ended March 31, 20212022, compared to the three months ended March 31, 2020.2021. The increasesincrease in G&A expenses werewas primarily driven by an increase in non-cash stock compensation expensecommercial preparation expenses which consists of $2.8commercial strategy, medical affairs, market development and pricing analysis of $1.1 million, an increase in compensation and benefits of $0.7$0.3 million due to increased G&A headcount, an increase in office and administrative costslegal expense of $0.9 million, an increase in accounting and consulting expenses of $0.5$0.2 million, offset by a decrease of $1.0 million in one time debt conversion expense of $1.6 million due to the refinancing of the 2021 Convertible Notes in February 2020.G&A stock-based compensation expense.

Other Expense, Net

Other expense, net was $1.0decreased by $0.5 million to $0.4 million for the three months ended March 31, 20212022, compared to $0.5 million for the three months ended March 31, 2020.2021. The changedecrease in other expense, net was primarily due todriven by reduced interest expense of $1.3 million associated with the 2022 Convertible Notes that were redeemed in April 2021 and the 2021 Convertible Notes that were converted in August 2021, as well as a decrease of $0.9$0.5 million in interestresearch and accretion income related to our investmentsdevelopment incentives due to lower interest rates offset by $0.5 million related tothe receipt of the New York State Life Sciences Tax Credit which was recorded by the Company for the three months ended March 31,R&D tax credit in 2021.

Liquidity, Capital Resources and Plan of Operations

Since inception, weWe have not generated any revenue from any sources, including from product sales, and have incurred losses since inception. Operations of the Company are subject to certain risks and uncertainties, including, among others, uncertainty of drug candidate development, technological uncertainty, uncertainty regarding patents and proprietary rights, having no commercial manufacturing experience, marketing or sales capability or experience, dependency on key personnel, compliance with government regulations and the need to obtain additional financing. Drug candidates currently under development will require significant operatingadditional R&D efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities.
Our drug candidates are in the development and clinical stage. There can be no assurance that our R&D will be successfully completed, that adequate protection for our intellectual property will be obtained, that any products developed will obtain necessary government approval or that any approved products will be commercially viable. Even if our product development efforts are successful, it is uncertain when, if ever, we will generate significant revenue from product sales. We operate in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies.
Our consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. Rocket has incurred net losses and negative cash flows from its operations each year since inception. We had net losses of $42.9 million for the three months ended March 31, 2022, and $169.1 million for the year ended December 31, 2021. As of March 31, 2022 and December 31, 2021, we had an accumulated deficit of $534.9 million and $491.9 million, respectively. As of March 31, 2022, we had $346.6 million of cash, cash equivalents and investments. We expect such resources would be sufficient to fund our operations.operating expenses and capital expenditure requirements into the first half of 2024. We have funded our operations to date primarily with proceeds fromthrough the sale of preferred shares,our equity and debt securities.
In the longer term, our future viability is dependent on our ability to generate cash from operating activities or to raise additional capital to finance our operations. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and the issuance of convertible notes.engage in certain merger, consolidation, or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Our failure to raise capital as and when needed could have a negative impact on our financial condition and ability to pursue our business strategies.

Cash Flows
The following table summarizes our cash flows for each of the periods presented:

 Three Months Ended March 31, 
  2021  2020 
Cash used in operating activities $(24,283) $(22,245)
Cash (used in) provided by investing activities  (29,174)  27,499 
Cash provided provided by (used in) financing activities  8,792   (117)
Net change in cash, cash equivalents and restricted cash $(44,665) $5,137 
  Three Months Ended March 31, 
  2022  2021 
Net cash used in operating activities $(39,223) $(24,283)
Net cash used in investing activities  (62,995)  (29,174)
Net cash provided by financing activities  76   8,792 
Net decrease in cash, cash equivalents and restricted cash $(102,142) $(44,665)

Operating Activities

During the three months ended March 31, 2022, operating activities used $39.2 million of cash, primarily resulting from our net loss of $43.0 million offset by net non-cash charges of $8.2 million, including non-cash stock-based compensation expense of $6.3 million, accretion of discount on investments of $0.6 million, and depreciation and amortization expense of $1.3 million. Changes in our operating assets and liabilities for the three months ended March 31, 2022, consisted of a decrease in accounts payable and accrued expenses of $0.5 million and a decrease in our prepaid expenses of $3.9 million.

During the three months ended March 31, 2021, operating activities used $24.3 million of cash, primarily resulting from our net loss of $40.2 million offset by net non-cash charges of $9.8 million, including non-cash stock-based compensation expense of $7.9 million and depreciation of $0.7 million. Changes in our operating assets and liabilities for the three months ended March 31, 2021 consisted of an increase in accounts payable and accrued expenses for $7.0 million and a decrease in our prepaid expenses of $0.8 million.
26

During the three months ended March 31, 2020, operating activities used $22.2 million of cash, primarily resulting from our net loss of $24.7 million offset by net non-cash charges of $4.9 million, including stock-based compensation expense of $4.0 million and accretion of discount on convertible notes of $0.8 million. Changes in Rocket’s operating assets and liabilities for the three months ended March 31, 2020 consisted of a decrease in accounts payable and accrued expenses for $1.9 million and a decrease in our operating lease liabilities of $0.5 million.

Investing Activities

During the three months ended March 31, 2021, net cash used by2022, investing activities wasused $63.0 million of cash, primarily resulting from proceeds of $82.0 million from the maturities of investments, offset by purchases of investments of $143.0 million, and purchases of property and equipment of $2.0 million.
During the three months ended March 31, 2021, investing activities used $29.2 million consisting of cash, primarily resulting from proceeds of $75.0 million from the maturities of investments, offset by purchases of investments of $103.8 million, and purchases of property and equipment of $0.3 million.

During the three months ended March 31, 2020, net cash provided by investing activities was $27.5 million, consisting of proceeds of $56.8 million from the maturities of investments offset by purchases of investments of $23.5 million, and offset by purchases of property and equipment of $5.3 million.

Financing Activities

During the three months ended March 31, 2021, net cash provided by2022, financing activities wasprovided $0.1 million of cash, consisting of issuance of common stock, pursuant to exercises of stock options and restricted stock units.
During the three months ended March 31, 2021, financing activities provided $8.8 million of cash, consisting of issuance of common stock, pursuant to exercises of stock options.

During the three months ended March 31, 2020, net cash used by financing activities was $0.1 million, consisting of refinancing costs paid to lenders related to the convertible notes exchange.

Funding Requirements

We expect expenses to increase substantially in connection with our ongoing activities, particularly as we advance our preclinical activities, and initiate additional clinical trials and manufacturing of our product candidates. In addition, we expect to incur additional costs associated with operating as a public company as we transition from being an emerging growth company. Our expenses will also increase as we:
leverage our programs to advance other product candidates into preclinical and clinical development;
seek regulatory agreements to initiate clinical trials in the Europe, US and ROW;
establish a sales, marketing, medical affairs and distribution infrastructure to commercialize any product candidates for which Rocket may obtain marketing approval and intend to commercialize on its own or jointly;
hire additional preclinical, clinical, regulatory, quality and scientific personnel;
expand our operational, financial and management systems and increase personnel, including personnel to support our clinical development, manufacturing and commercialization efforts and our operations as a public company;
maintain, expand and protect our intellectual property portfolio; and
acquire or in-license other product candidates and technologies.

As of March 31, 2021, we had cash, cash equivalents and investments of $466.4 million. We expect such resources would be sufficient to fund our operating expenses and capital expenditure requirements into the second half of 2023.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates, we are unable to estimate the exact amount of working capital requirements. Our future funding requirements will depend on, and could increase significantly as a result of, many factors, including:
the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical studies and clinical trials;
the costs, timing and outcome of regulatory review of our product candidates;
the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval;
the costs of manufacturing commercial-grade product to support commercial launch;
the ability to receive additional non-dilutive funding, including grants from organizations and foundations;
the revenue, if any, received from commercial sale of its products, should any of its product candidates receive marketing approval;
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;
our ability to establish and maintain collaborations on favorable terms, if at all;
the extent to which we acquire or in-license other product candidates and technologies; and
the timing, receipt and amount of sales of, or milestone payments related to our royalties on, current or future product candidates, if any.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our ownership interest may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. In addition, additional debt financing would result in increased fixed payment obligations.

If we raise funds through governmental funding, collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, reduce or eliminate our product development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market themselves.

Contractual Obligations and Commitments

There were no material changes outside the ordinary course of our business to the contractual obligations specified in the table of contractual obligations included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20202021 Form 10-K. Information regarding contractual obligations and commitments may be found in Note 1110 of our Consolidated Unaudited Financial Statementsunaudited consolidated condensed financial statements in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and do not currently have any off-balance sheet arrangements as defined in the rules and regulationsthat are material or reasonably likely to become material to our financial condition or results of the Securities and Exchange Commission.operations.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 3 of our “Consolidated Unaudited Financial Statements,”unaudited consolidated condensed financial statements in this Quarterly Report on Form 10-Q.

Item 3Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These market risks are principally limited to interest rate fluctuations. We had cash, cash equivalents and investments of $466.4 million at March 31, 2021, consisting primarily of funds in a money market account, corporate and municipal bonds and United States Treasury securities. The primary objective of our investment activities is to preserve principal and liquidity while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of our investment portfolio, we do not believe an immediate 1.0% increase in interest rates would have a material effect on the fair market value of our portfolio, and accordingly we do not expect a sudden change in market interest rates to affect materially our operating results or cash flows.Not Applicable

Our 2021 Convertible Notes and 2022 Convertible Notes bear interest at a fixed rate and therefore a change in interest rates would not impact the amount of interest we would have to pay on this indebtedness.

Item 4Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of March 31, 2021,2022, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Inherent Limitations of Internal Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2021,2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.Legal Proceedings

From time to time, wethe Company may be subject to various legal proceedings and claims that arise in the ordinary course of ourits business activities. Although the results of litigation and claims cannot be predicted with certainty, we dothe Company does not believe we areit is party to any other claim or litigation the outcome of which, if determined adversely to us,the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on ourits business. Regardless of the outcome, litigation can have an adverse impact on usthe Company because of defense and settlement costs, diversion of management resources and other factors.

Item 1A.Risk Factors

Our material risk factors are disclosed in Item 1A of our Annual Report on2021 Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021.10-K. There have been no material changes from the risk factors previously disclosed in such filing.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None

Item 6.Exhibits

Exhibit
Number
 
NumberDescription of Exhibit
Agreement and Plan of Merger and Reorganization, dated as of September 12, 2017, by and among Inotek Pharmaceuticals Corporation, Rocket Pharmaceuticals, Ltd. and Rome Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K8- K (001-36829), filed with the SEC on September 13, 2017)
Seventh Amended and Restated Certificate of Incorporation of Rocket Pharmaceuticals, Inc., effective as of February 23, 2015(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K (001-36829), filed with the SEC on March 31,March31, 2015)
Certificate of Amendment (Reverse Stock Split) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective as of January 4, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-36829), filed with the SEC on January 5, 2018)
Certificate of Amendment (Name Change) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective January 4, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (001-36829), filed with the SEC on January 5, 2018)
Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective as of June 25, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-36829), filed with the SEC on June 25, 2019
Amended and Restated By-Laws of Rocket Pharmaceuticals, Inc., effective as of March 29, 2018 (incorporated by reference to Exhibit 3.2Exhibit3.2 to the Company’s Current Report on Form 8-K (001-36829), filed with the SEC on April 4, 2018)
Sales Agreement, dated February 28, 2022, by and between the Registrant and Cowen and Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (001-36829), filed with the SEC on March 1, 2022).
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Link Document.

104*Filed herewith.Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

*  Filed herewith.
**  The certification furnished in Exhibit 32.1 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

30
31


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ROCKET PHARMACEUTICALS, INC.
  
May 10, 20216, 2022By:/s/ Gaurav Shah, MD
  Gaurav Shah, MD
  President, Chief Executive Officer and Director
  (Principal Executive Officer)
  
May 10, 20216, 2022By:/s/ Carlos Garcia-ParadaJohn Militello
  Carlos Garcia-ParadaJohn Militello
  Chief Financial OfficerVP of Finance, Senior Controller and Treasurer
  (Interim Principal Financial Officer and Principal Accounting Officer)



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