Form 8-K - Current report

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

Date of Report (Date of earliest event reported): November 13, 2024

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 filing 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		Name of Each exchange on which registered
Common Stock, par value $0.0001		RMTI		Nasdaq Capital 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 8.01

Other Events.

On October 8, 2024, Rockwell Medical, Inc., a Delaware corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (the “New Registration Statement”) to replace the existing shelf registration statement on Form S-3 (No. 333-259923) filed with the SEC on September 30, 2021 (the “Prior Registration Statement”), which was scheduled to expire on October 8, 2024, pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement was deemed terminated upon the effectiveness of the New Registration Statement on October 21, 2024.

In connection with the filing of the New Registration Statement, on November 13, 2024, the Company filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale of an aggregate offering price of up to $25,000,000 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Controlled Equity Offering^SM Sales Agreement, dated April 8, 2022 (the “Sales Agreement”), by and between Cantor Fitzgerald & Co. and the Company. A copy of the Sales Agreement was previously filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K with the SEC on March 21, 2024.

The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Gibson, Dunn & Crutcher LLP, regarding the legality of the securities covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

Item 9.01		Financial Statements and Exhibits.

(d)		Exhibits

Exhibit No.		Description

5.1		Opinion of Gibson, Dunn & Crutcher LLP

23.1		Consent of Gibson, Dunn & Crutcher LLP (see Exhibit 5.1)

104		Cover Page Interactive Data File, formatted 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: November 13, 2024	By:	/s/ Mark Strobeck
		Mark Strobeck
		President and Chief Executive Officer

Exhibit 5.1

Gibson, Dunn & Crutcher LLP

One Embarcadero Center
San Francisco, CA 94111-3715

Tel 415.393.8200

gibsondunn.com

November 13, 2024

Client:80492-00002

Rockwell Medical, Inc.
30142 S. Wixom Road
Wixom, MI 48393

Re:         Rockwell Medical, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 (File No. 333-282538) (the “Registration Statement”) of Rockwell Medical, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on October 8, 2024, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement thereto dated November 13, 2024 (the “Prospectus Supplement”), in connection with the offering by the Company of up to $25,000,000 of the Company’s common stock, par value $0.0001 per share (the “Shares”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have further assumed that all offers and sales of the Shares will comply with the minimum offering price and pricing formula set forth in the authorization of the offering and sale of the Shares by the Company’s Board of Directors.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement and the Prospectus Supplement thereto, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP
One Embarcadero Center Suite 2600 | San Francisco, CA 94111-3715 | T: 415.393.8200 | F: 415.393.8306 | gibsondunn.com

Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	000-23661
Entity Registrant Name	Rockwell Medical, Inc.
Entity Central Index Key	0001041024
Entity Tax Identification Number	38-3317208
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	30142 S. Wixom Road
Entity Address, City or Town	Wixom
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48393
City Area Code	248
Local Phone Number	960-9009
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	RMTI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false