S-3MEF

As filed with the Securities and Exchange Commission on November 19, 2014

Registration No. 333         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROCKWELL MEDICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Michigan	38-3317208
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

30142 Wixom Road

Wixom, Michigan 48393

(248) 960-9009

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Robert L. Chioini

President and Chief Executive Officer

30142 Wixom Road

Wixom, Michigan 48393

(248) 960-9009

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Mark A. Metz

Dykema Gossett PLLC

39577 Woodward, Suite 300

Bloomfield Hills, Michigan 48304

Telephone: (248) 203-0700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date hereof.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x    Registration No. 333-181003

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

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. (Check one):

o Large accelerated filer	o Non-accelerated filer (Do not check if a smaller reporting company)
x Accelerated filer	o Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per unit (2)(3)	Proposed maximum aggregate offering price (1)(2)(3)		Amount of registration fee (4)
Common Stock			$	425,000	$	50

(1)In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities currently eligible to be sold under the Registration Statement on Form S-3 (File No. 333-181003), is hereby registered.

(2)Pursuant to General Instruction II.D. of Form S-3, an indeterminate number of the securities is being registered as may be issued at indeterminate prices, with a maximum aggregate public offering price not to exceed $425,000.  Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.  The proposed maximum offering price per security will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder.

(3)Represents only the additional amount of securities being registered.  Does not include the securities that the registrant previously registered on the Registration Statement on Form S-3 (File No. 333-181003). The amount is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) and includes consideration to be received by the registrant for registered securities that are issuable upon exercise, conversion or exchange of other registered securities that provide for such exercise, conversion or exchange.

(4)Represents the registration fee only for the additional number of shares being registered.  A filing fee of $13,752 was previously paid for the securities that the registrant previously registered on the Registration Statement on Form S-3 (File No. 333-181003).

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Rockwell Medical, Inc. (“Rockwell”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the shelf registration statement on Form S-3 (File No. 333-181003), originally filed by Rockwell with the Commission on April 27, 2012, as amended, and declared effective by the Commission on June 13, 2012 (the “Prior Registration Statement”). It is being filed for the sole purpose of registering an additional $425,000 aggregate dollar amount of securities pursuant to Rule 462(b), for the offering being made pursuant to the Prior Registration Statement.  The aggregate amount does not represent more than 20% of the maximum aggregate offering price remaining to be sold under the Prior Registration Statement.

The contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, are incorporated by reference into this registration statement. The required opinions and consents are listed on the exhibit index attached hereto and filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wixom, State of Michigan, on November 19, 2014.

ROCKWELL MEDICAL, INC.
By:	/s/ Robert L. Chioini
	Robert L. Chioini
	President, Chief Executive Officer, and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert L. Chioini	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	November 19, 2014
Robert L. Chioini
/s/ Thomas E. Klema	Vice President of Finance, Chief Financial Officer, Treasurer, and Secretary (Principal Financial Officer and Principal Accounting Officer)	November 19, 2014
Thomas E. Klema
*	Director	November 19, 2014
Ronald D. Boyd
*	Director	November 19, 2014
Kenneth L. Holt
*	Director	November 19, 2014
Patrick J. Bagley

/s/ Thomas E. Klema

* By Thomas E. Klema, attorney in fact

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EXHIBIT INDEX

EXHIBITNUMBER	DESCRIPTION
5.1	Opinion of Dykema Gossett PLLC
23.1	Consent of Plante & Moran, PLLC
23.2	Consent of Dykema Gossett PLLC, included in Exhibit 5.1
24.1	Power of Attorney of Ronald D. Boyd (filed with and incorporated by reference from the Prior Registration statement)
24.2	Power of Attorney of Kenneth L. Holt (filed with and incorporated by reference from the Prior Registration statement)
24.3	Power of Attorney of Patrick J. Bagley (filed with and incorporated by reference from the Prior Registration statement)

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EX-5.1

Exhibit 5.1

	Dykema Gossett PLLC
	400 Renaissance Center
	Detroit, Michigan 48243
	WWW.DYKEMA.COM
	Tel: (313) 568-6800
	Fax: (313) 568-6832

November 19, 2014

Rockwell Medical, Inc.

30142 Wixom Road
Wixom, Michigan 48393

Re:Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Rockwell Medical, Inc., a Michigan corporation (the “Company”), in connection with the offer and sale (the “Offering”) by the Company of up to 7,475,000 shares (the “Shares”) of the Company’s common stock, without par value (the “Common Stock”), pursuant to (a) a Registration Statement on Form S-3 (File No. 333-181003) (the “Prior Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), which was declared effective by the Commission on June 13, 2012; (b) a Registration Statement on Form S-3 (to which this opinion is attached) which is being filed with the Commission pursuant to Rule 462(b) under the Act and General Instruction IV(A) to Form S-3 for the purpose of increasing the aggregate amount of securities that may be offered and sold in the Offering; (c) the prospectus of the Company dated June 13, 2012 (the “Base Prospectus”) as filed with the Commission; and (d) the prospectus supplement of the Company, dated November 19, 2014, as filed with the Commission (the “Prospectus Supplement”).

In rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; and (v) all Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Prospectus Supplement.

We have examined and relied upon the Underwriting Agreement, dated the date hereof, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters (the “Underwriting Agreement”), the Registration Statement and exhibits thereto, the Company’s Restated Articles of Incorporation and Bylaws of the Company, each as amended to date, and such other documents, corporate records, and instruments, and have examined such laws and regulations, as we have deemed necessary for purposes of rendering the opinions set forth herein. We have also relied as to certain matters on information obtained from public officials and officers of the Company.

Based upon such examination and subject to the further provisions hereof, we are of the opinion that, upon issuance, delivery and payment therefor in accordance with the terms of the Underwriting Agreement and the Prospectus Supplement, the Shares to be sold in the Offering pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.  This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to update this opinion or otherwise advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C.

The foregoing opinions are limited to the laws of the state of Michigan and the federal laws of the United States.  We express no opinion and make no representation with respect to the law of any other jurisdiction.

We hereby consent to the filing of this opinion, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act with the Commission, as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the Offering and to the use of our name as the Company’s counsel under “Legal Matters” in the Registration Statement (including the Base Prospectus and the Prospectus Supplement which are a part thereof), and in any amendment or supplement thereto. In giving such consent, we do not admit that we are within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/S/ DYKEMA GOSSETT PLLC

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Rockwell Medical, Inc. and Subsidiary on Form S-3 of our reports dated March 7, 2014 on the consolidated financial statements and related financial statement schedule of Rockwell Medical, Inc. and Subsidiary as of December 31, 2013 and 2012 and for each of the years in the three-year period ended December 31, 2013 and on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, appearing in the Annual Report on Form 10-K of Rockwell Medical, Inc. and Subsidiary for the year ended December 31, 2013 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Plante & Moran, PLLC

Clinton Township, Michigan
November 19, 2014