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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): July 10, 2023
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 1.01 | Entry into a Material Definitive Agreement. |
Asset Purchase Agreement
On July 10, 2023, Rockwell Medical, Inc.
(the “Company”) executed and consummated the transactions contemplated by an Asset Purchase Agreement (the “Purchase
Agreement”) with Evoqua Water Technologies LLC, a Delaware limited liability company (“Evoqua”).
Subject to the terms and conditions of the Purchase
Agreement, at the closing of the transaction (the “Closing”), the Company purchased from Evoqua substantially all of the assets
of Evoqua that are related to its business of manufacturing, marketing, distributing, and selling hemodialysis concentrates products in
powder and liquid form (the “Concentrates Business”) for an aggregate purchase price, subject to certain adjustments pursuant
to the terms of the Purchase Agreement, of $11,000,000 in cash paid at Closing and equal annual installments of $2,500,000 payable on
each of the first and second anniversaries of the Closing.
The Purchase Agreement contains customary representations,
warranties and covenants of the parties. The Company has agreed that, from and following the Closing, the Company will not solicit certain
employees of Evoqua for a specified period of time.
The Company, on the one hand, and Evoqua, on the
other hand, have agreed to indemnify each other from and against losses the respective parties may incur arising out of breaches of the
other party’s representations, warranties and covenants contained in the Purchase Agreement and for certain other liabilities, subject
to specified survival limitations and other customary exceptions and limitations.
The foregoing description of the Purchase Agreement
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Purchase Agreement, which the Company intends to file with its quarterly report on Form 10-Q for the quarter ended June 30,
2023.
The Purchase Agreement will be filed with the quarterly report on Form 10-Q
for the quarter ended June 30, 2023 in order to provide information regarding its terms. It is not intended to provide any other
factual information about the Company, Evoqua, or their respective owners, subsidiaries and affiliates. The representations, warranties
and covenants contained in the Purchase Agreement (i) were made solely for purposes of the Purchase Agreement and as of the date
of the Purchase Agreement, (ii) were solely for the benefit of the parties to the Purchase Agreement, (iii) may be subject to
qualifications and limitations agreed upon by the parties to the Purchase Agreement, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk among the parties to the Purchase Agreement instead of establishing these matters
as facts and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to security holders of the Company. Investors and security holders of the Company should not rely on the representations, warranties and
covenants or any description thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in public disclosures by the Company.
Warrant Exercise and Reload Warrants
On July 10, 2023, the Company entered into a letter agreement
(the “Letter Agreement”) with Armistice Capital Master Fund Ltd. (“Armistice”), which held a warrant (the “Prior
Warrant”) to purchase 9,900,990 shares of common stock of the Company (the “Common Stock”) with an exercise price of
$1.39 per share, offering Armistice the opportunity to exercise the Prior Warrant for cash, provided the Prior Warrant was exercised for
cash on or prior to 5:00 P.M. Eastern Time on July 10, 2028 (the “End Date”). In addition, Armistice would receive
a “reload” warrant (the “Reload Warrant”) to purchase 3,750,000 shares of Common Stock with an exercise price
of $5.13 per share, the closing price as reported by the Nasdaq Capital Market on July 7, 2023. The terms of the Reload Warrant and
Letter Agreement provide for customary resale registration rights. The Letter Agreement also provides that for a period of 45 days after
the issuance of the Reload Warrant, the Company’s may not sell shares of Common Stock pursuant to its sales agreement with Cantor
Fitzgerald & Co., dated as of April 8, 2022, at price per share less than $6.25. The Reload Warrant may be exercised at
all times prior to the fifty-fourth month anniversary of its issuance date. The Prior Warrant and the Reload Warrant both provide that
a holder (together with its affiliates) may not exercise any portion of the Prior Warrant or the Reload Warrant to the extent that the
holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership
is determined in accordance with the terms of the such warrant. To the extent the exercise of the Prior Warrant would result in Armistice
holding more than 9.99% of the Company’s outstanding Common Stock, such shares of Common Stock in excess of 9.99% will be held in
abeyance. The Letter Agreement amended the Prior Warrant to extend the expiration date thereof to one year following the original expiration
date set forth therein.
Armistice exercised the Prior Warrant on July 10, 2023, and the
Company received gross proceeds of approximately $13.8 million from the exercise of the Prior Warrant as a result of such exercise and
pursuant to the terms of the Letter Agreement. As of July 10, 2023, following the exercise of the Prior Warrant, the Company had
28,489,663 shares of common stock outstanding. The Letter Agreement and Reload Warrant were entered into pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended, and Regulation D as promulgated thereunder.
The
foregoing summaries of the Reload Warrant and the Letter Agreement are subject to, and qualified in their entirety by reference to, the
Reload Warrant and the Letter Agreement, which the Company intends to file with its quarterly report on Form 10-Q for the
quarter ended June 30, 2023.
| Item 2.02 | Results of Operations and Financial Condition. |
To the extent required by Form 8-K, the disclosures in Item 8.01
below are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
To the extent required by Form 8-K, the disclosures in Item 1.01
above are incorporated herein by reference.
| Item 3.03 | Material Modifications to Rights of Security Holders. |
To the extent required by Form 8-K, the disclosures in Item 1.01
above are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 11, 2023, the Company issued a press release announcing
its entry into the Purchase Agreement, a copy of which is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein
by reference.
As provided in General Instruction B.2 of Form 8-K, the information
in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall such information or Exhibit 99.2 be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
For the twelve months ended December 31, 2022, the Company’s
net loss per share on a basic and fully-diluted basis would have been $(1.31), assuming the exercise in full of all outstanding pre-funded
warrants.
The Company expects its revenue for the three months ended June 30,
2023 to be between $18.0 million and $18.3 million. Revenue for the second quarter of 2023 was lower than the first quarter of 2023 due
to several factors including timing of purchasing and shipping orders. In June 2023, approximately $1.0 million of hemodialysis concentrates
shipped but will not be booked as revenue until the third quarter of 2023. In addition, the Company began a route optimization plan to
reduce its distribution expenses, which altered purchasing timing for certain customers. However, this expense reduction plan should not
affect overall revenue.
As of June 30, 2023, the Company had approximately
$15.1 million in cash and cash equivalents. After the Closing, the Company had approximately $15.3 million in cash and cash
equivalents.
The Company's estimated preliminary financial results for the three
months ended June 30, 2023 are subject to the completion of the Company’s financial closing procedures and any adjustments
that may result from the completion of the quarterly review of the Company’s consolidated financial statements. As a result, such
preliminary estimates may differ from the actual results that will be reflected in the Company’s consolidated financial statements
for the quarter when they are completed and publicly disclosed.
For the trailing twelve months ended April 30, 2023, the revenue
and EBITDA for Evoqua’s hemodialysis business was approximately $18 million and over $3.3 million, respectively.
Forward-Looking Statements
This Form 8-K contains “forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” "contemplate," "predict," “forecast,” “likely,”
“believe,” “target,” “will,” “could,” “would,” “should,” "potential,"
"may" and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. Such
forward-looking statements, including those regarding the timing, and consummation and anticipated benefits of the transaction described
herein and the Company’s estimated preliminary financial results for the three months ended June 30, 2023, involve risks and
uncertainties. The Company’s experience and results may differ materially from the experience and results anticipated
in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are
not limited to, the following factors: litigation relating to the transactions discussed in this Form 8-K; risks that the proposed
transaction with Evoqua disrupts the current plans or operations of the Company; the ability of the Company to retain and
hire key personnel; competitive responses to the proposed transaction with Evoqua; unexpected costs, charges or expenses resulting from
the transaction with Evoqua; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other
business partners resulting from the announcement or completion of the transaction with Evoqua; the Company’s ability to achieve
the synergies expected from the transaction with Evoqua, as well as delays, challenges and expenses associated with integrating the Concentrates
Business; the impact of overall industry and general economic conditions, including inflation, interest rates and related monetary policy
by governments in response to inflation; geopolitical events, and regulatory, economic and other risks associated therewith; and continued
uncertainty resulting from broader macroeconomic conditions. Other factors that might cause such a difference include those discussed
in Evoqua Water Technologies Corp.’s and the Company’s filings with the SEC, which include their Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
All forward-looking statements made herein are based on information
currently available to the Company as of the date of this Report. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
| 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.
| |
ROCKWELL MEDICAL, INC. |
| |
|
|
| Date: July 11, 2023 |
By: |
/s/ Mark Strobeck |
| |
|
Mark Strobeck |
| |
|
Chief Executive Officer |
