If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. [X]
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 75989E106 | SCHEDULE 13D | Page 2 of 8 Pages |
1 |
NAME OF REPORTING PERSON
RTW Investments, LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants) |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants) |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.0% |
14 |
TYPE OF REPORTING PERSON
PN, IA |
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CUSIP No. 75989E106 | SCHEDULE 13D | Page 3 of 8 Pages |
1 |
NAME OF REPORTING PERSON
Roderick Wong |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants) |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants) |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,350,803 Shares (including 350,000 Shares issuable upon exercise
of warrants) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.0% |
14 |
TYPE OF REPORTING PERSON
IN, HC |
|
|
|
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|
CUSIP No. 75989E106 | SCHEDULE 13D | Page 4 of 8 Pages |
Item 1. |
SECURITY AND ISSUER. |
This statement on Schedule
13D relates to the shares (“Shares”) of common stock, par value $0.0001 per share, of Renovacor, Inc., a Delaware corporation
(the “Issuer”). The principal executive office of the Issuer is located at P.O. Box 8142, Greenwich, CT 06836.
Item 2. |
IDENTITY AND BACKGROUND. |
(a) This statement is filed
by (i) RTW Investments, LP (“RTW Investments”), a Delaware limited partnership, and the investment adviser to certain
funds (the “RTW Funds”), with respect to the Shares directly held by the RTW Funds; and (ii) Roderick Wong, M.D. (“Dr.
Wong”), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the
RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
(b) The principal business
address of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c) The principal business
of RTW Investments is serving as investment adviser to the RTW Funds. Dr. Wong is the Managing Partner and Chief Investment Officer of
RTW Investments.
(d) No Reporting Person
has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person
has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) RTW Investments is
a limited partnership organized in Delaware. Dr. Wong is a citizen of the United States of America.
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The source of funds used
for the purchase of the Shares reported herein was the working capital of RTW Funds. The aggregate purchase price of the Shares reported
herein was approximately $28.6 million.
Item 4. |
PURPOSE OF TRANSACTION. |
On September 19,
2022, the Issuer, Rocket Pharmaceuticals, Inc., a Delaware corporation, (“Rocket”), Zebrafish Merger Sub, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Rocket (“Merger Sub I”), and Zebrafish Merger Sub
II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rocket (“Merger Sub II”),
entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant
to the Merger Agreement, (i) Merger Sub I will merge with and into the Issuer (the “First Merger”) and (ii) the
Issuer as the surviving corporation of the First Merger, will merge with and into Merger Sub II with Merger Sub II continuing as the
surviving limited liability company and a wholly owned subsidiary of Rocket (the “Second Merger” and together
with the First Merger, the “Mergers”). Pursuant to the Mergers, the Issuer's shareholders will receive
approximately 0.1676 shares of Rocket in exchange for each of their shares of the Issuer (subject to adjustment as described in the
Merger Agreement) and are expected to own approximately 4.6% percent of Rocket equity on a fully diluted basis immediately following
the closing of the transaction. The exchange ratio implies an equity deal value of approximately $53 million based on fully diluted
shares outstanding and the acceleration and vesting of all earnout shares, or $2.60 per share of the Issuer, based on the volume
weighted average trading price of Rocket shares of $15.51 for the 30 trading days through and including Monday, September 19, 2022.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, which has been filed filed by the Issuer with the SEC as Exhibit 2.1 to the Issuer’s
Current Report on Form 8-K filed on September 20, 2022, and is incorporated herein by reference.
CUSIP No. 75989E106 | SCHEDULE 13D | Page 5 of 8 Pages |
The
board of directors of Rocket formed a special committee of independent directors to negotiate and approve the Merger. The members of the
Rocket board of directors that are affiliated with RTW Investments, including Dr. Wong, recused themselves from the committee and the
board votes on the Merger.
In
connection with the Merger Agreement, on September 19, 2022, the RTW Funds entered into
a Voting Agreement (the “Voting Agreement”), with the Issuer, pursuant to which the RTW Funds have agreed to vote
their Rocket securities, in favor of the matters to be voted upon in connection with the Merger, subject to the terms and conditions set forth
in the Voting Agreement.
The
Voting Agreement will terminate the earliest of: (i) such date and time as the Merger Agreement
shall have been validly terminated pursuant to conditions set forth therein, (ii) such date and time of any material modification, waiver
or amendment to any provision of the Merger Agreement without the RTW Funds’ consent that reduces the amount or changes the form
of consideration payable to the RTW Funds pursuant to the Merger Agreement, (iii) the First Effective Time (as defined in the Merger
Agreement); provided that the termination shall not relieve the RTW Funds of any liability arising out of any breach therein; and (iv)
the time that the Company Stockholder Approval (as defined in the Merger Agreement) has been obtained. The foregoing summary
of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the
Voting Agreement, which is attached as Exhibit A to this Schedule 13D by reference to Exhibit
99.1 to the Issuer’s Current Report on Form 8-K filed on September 20, 2022.
Item 5. |
INTEREST IN SECURITIES OF THE COMPANY. |
(a) The aggregate percentage
of Shares reported to be beneficially owned by the Reporting Persons is based upon 17,267,690 Shares outstanding as of August 8, 2022,
as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 8, 2022.
(b) See rows (7) through
(10) of the cover page to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to
vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) No transactions in
the Shares were effected by the Reporting Persons during the past sixty (60) days.
(d) The RTW Funds have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. Each
of RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd., each an RTW Fund, has the right to receive or the power to direct the receipt
of dividends or the proceeds from the sale of more than 5% of the Shares.
(e) Not applicable.
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The information provided or incorporated
by reference in Item 4 is hereby incorporated by reference herein.
CUSIP No. 75989E106 | SCHEDULE 13D | Page 6 of 8 Pages |
The Reporting Persons are parties
to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached
as Exhibit B to this Schedule 13D and is incorporated by reference herein.
Except as otherwise described
in this Schedule 13D there are, no contracts, arrangements, understandings or similar relationships with respect to the securities of
the Issuer between any of the Reporting Persons and any other person or entity.
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit A: |
Voting
Agreement, dated as of September 19, 2022 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form
8-K filed on September 20, 2022). |
Exhibit B |
Joint Filing Agreement. |
CUSIP No. 75989E106 | SCHEDULE 13D | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: September 21, 2022
RTW INVESTMENTS, LP |
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By: |
/s/ Roderick Wong, M.D. |
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Name: |
Roderick Wong, M.D. |
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Title: |
Managing Partner |
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/s/ Roderick Wong, M.D. |
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RODERICK WONG, M.D. |
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CUSIP No. 75989E106 | SCHEDULE 13D | Page 8 of 8 Pages |
Exhibit B
JOINT FILING AGREEMENT
PURSUANT TO RULE 13(d)-1(k)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information
concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: September 21, 2022
RTW INVESTMENTS, LP |
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By: |
/s/ Roderick Wong, M.D. |
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Name: |
Roderick Wong, M.D. |
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Title: |
Managing Partner |
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/s/ Roderick Wong, M.D. |
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RODERICK WONG, M.D. |
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