Current Report Filing (8-k)
April 11 2022 - 6:05AM
Edgar (US Regulatory)
0001041024
false
0001041024
2022-04-08
2022-04-08
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
April 8, 2022
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 Road, 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 April 8, 2022, Rockwell Medical, Inc.
(the “Company”) entered into a sales agreement (the “Sales Agreement”) with Cantor Fitzgerald &
Co. (the “Agent”), pursuant to which the Company may offer and sell from time to time shares of Company’s
common stock, par value $0.0001 (the “Shares”), through the Agent. The offering and sale of up to $12,200,000
of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to the Company’s Registration Statement on Form S-3 (File No. 333-259923) (the “Registration Statement”),
which was originally filed with the Securities and Exchange Commission (“SEC”) on September 30, 2021 and
declared effective by the SEC on October 8, 2021, the base prospectus contained within the Registration Statement, and a prospectus
supplement that was filed with the SEC on April 8, 2022.
Sales of the Shares, if any, pursuant to the Sales
Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated
under the Securities Act, including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market
for our common stock. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend offers
under the Sales Agreement or terminate the Sales Agreement. The Agent will act as sales agent and will use commercially reasonable efforts
to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with its normal trading and sales
practices, on mutually agreed terms between the Agent and the Company. The Company intends to use the proceeds of the offering for working
capital and other general corporate purposes.
The Sales Agreement contains customary representations,
warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities
Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross sales price of the
Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent
in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other
party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of a material
and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares
or to enforce contracts for the sale of the Shares.
This Current Report on Form 8-K shall not
constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
A copy of the opinion of Gibson, Dunn &
Crutcher LLP relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is filed herewith
as Exhibit 5.1.
The description of the material terms of the Sales
Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed herewith
as Exhibit 1.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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.
Date:
April 8, 2022
|
Title: |
Chief Financial 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