Current Report Filing (8-k)
September 30 2021 - 4:02PM
Edgar (US Regulatory)
0001041024
false
0001041024
2021-09-24
2021-09-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 24, 2021
Date of Report
(Date of earliest event reported)
Rockwell Medical, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
|
000-23661
|
38-3317208
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
30142
S. Wixom Avenue, Wixom, Michigan
48393
(Address of principal executive offices, including
Zip Code)
(248) 960-9009
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.0001
|
|
RMTI
|
|
Nasdaq Global Market
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On September 24, 2021 (the “Effective Date”),
Rockwell Medical, Inc. (the “Company”) and Rockwell Transportation, Inc., a wholly-owned subsidiary of the Company (“RTI”),
entered into the First Amendment to Loan and Security Agreement (the “Amendment”) with Innovatus Life Sciences Lending Fund
I, LP, a Delaware limited partnership, as collateral agent and the Lenders listed on Schedule 1.1 thereto, which amended the Loan and
Security Agreement, dated March 16, 2020 (as amended, the “Loan Agreement”). Pursuant to the Amendment, the Company (i) shall
prepay an aggregate principal amount of $7,500,000 in Term Loans (as defined in the Loan Agreement) in ten consecutive equal monthly installments
commencing on December 31, 2021; (ii) shall pay an additional prepayment premium of 5% on prepaid amounts if the Company elects to prepay
all outstanding Term Loans on or before September 24, 2023 and (iii) shall maintain minimum liquidity of no less than $5,000,000 if the
aggregate principal amount of Term Loans is greater than $15,000,000 pursuant to the liquidity covenant in the Loan Agreement.
The foregoing descriptions of the Amendment and
the Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Amendment
and the Loan Agreement filed as Exhibits 10.1 and 10.2 attached hereto and incorporated by reference herein.
Item
2.03
|
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
|
The information set forth in Item 1.01 above regarding
the Loan Agreement and the Amendment is incorporated by reference into this Item 2.03.
Item
9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
First Amendment to the Loan and Security Agreement, dated September 24, 2021, by and among the Company, Innovatus Life Sciences Lending Fund I, LP and the lenders party thereto.
|
10.2
|
|
Loan and Security Agreement, dated March 16, 2020, by and among the Company, Innovatus Life Sciences Lending Fund I, LP and the lenders party thereto (filed with the SEC as Exhibit 10.1 to the Company’s Form 10-Q filed on May 11, 2020).
|
104
|
|
Cover Page Interactive Data File, formatted in INline XBRL and included as Exhibit 101.
|
SIGNATURE
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 hereunto duly authorized.
|
ROCKWELL MEDICAL, INC.
|
|
|
|
|
Date: September 30, 2021
|
By:
|
/s/
Russell Ellison
|
|
Name:
|
Russell Ellison
|
|
Title:
|
Chief Executive Officer
|
Rockwell Medical (NASDAQ:RMTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Rockwell Medical (NASDAQ:RMTI)
Historical Stock Chart
From Apr 2023 to Apr 2024