UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11)¹

Rockwell Medical, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

774374102

(CUSIP Number)

DAVID S. RICHMONd

richmond brothers, Inc.

3568 Wildwood Avenue

Jackson, Michigan 49202

(517) 435-4040

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 24, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares held in the Separately Managed Accounts and purchased by each of RBI PI, RBI PII and the RBI Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 5,126,805 Shares held by the Separately Managed Accounts is approximately $30,443,830, excluding brokerage commissions. The aggregate purchase price of the 164,841 Shares owned directly by RBI PI is approximately $1,099,401, excluding brokerage commissions. The aggregate purchase price of the 29,802 Shares owned directly by RBI PII is approximately $175,072, excluding brokerage commissions. The aggregate purchase price of the 42,100 Shares owned directly by the RBI Plan is approximately $285,375, excluding brokerage commissions.

The Shares purchased by Mr. Richmond were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 204,626 Shares beneficially owned by Mr. Richmond, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son, is approximately $890,591, excluding brokerage commissions.

The Shares purchased by Mr. Curfman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 75,069 Shares beneficially owned by Mr. Curfman, including the 34,385 Shares directly owned by his spouse, is approximately $466,289, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On May 24, 2018, the Reporting Persons delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”). In the Letter, the Reporting Persons expressed their support for the Board’s decision to terminate Robert L. Chioini from his positions as the Issuer’s President and Chief Executive Officer and Thomas E. Klema from his positions as the Issuer’s Vice President, Chief Financial Officer, Treasurer and Secretary.

The foregoing description of the Letter is qualified in its entirety by reference to the Letter, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 51,768,424 Shares outstanding as of April 30, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018.

Percentage: Approximately 9.9%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 10.8%

Percentage: Approximately 10.1%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any Shares he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he, she or it does not directly own.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 24, 2018

SCHEDULE A

Transactions in the Securities of the Issuer During the past sixty days 

Richmond Brothers, Inc.
(Through the Separately Managed Accounts)

Exhibit 99.1

Richmond Brothers, Inc.

3568 Wildwood Avenue
Jackson, Michigan 49202

May 24, 2018

Rockwell Medical, Inc.

30142 Wixom Road

Wixom, Michigan 48393
Attn: Board of Directors

Dear Members of the Board:

As you are aware, Richmond Brothers, Inc. (together with its affiliates, “Richmond Brothers” or “we”) beneficially owns approximately 10.9% of the outstanding shares of common stock of Rockwell Medical, Inc. (“Rockwell” or the “Company”). As the Company’s largest shareholder, we have read the Company’s recent press releases and Form 8-K filings (along with the unauthorized Form 8-K filed by Rob Chioini) with great interest.

Based on the public information available to us, we fully support the decision made by Rockwell’s Board of Directors (the “Board”) to terminate Mr. Chioini from his positions as the Company's President and Chief Executive Officer. In light of Chief Financial Officer Thomas Klema’s role in assisting Mr. Chioini in making the unauthorized filing in which Mr. Chioini seemingly attempted to “un-fire” himself, we also support the termination of Mr. Klema’s positions with the Company.

Richmond Brothers launched a proxy contest at the 2017 annual meeting of shareholders (the “2017 Annual Meeting”) because we believed that there was a desperate need for accountability at Rockwell after year’s of underperformance under Mr. Chioini’s leadership. Despite the successful election of our nominee, Mark Ravich, at the 2017 Annual Meeting, we were resigned to the fact that additional change was warranted after learning that Mr. Ravich had largely been shut-out of the boardroom and his requests for materials and access to the Company’s personnel were repeatedly denied. This caused us to publicly state in August 2017 that we had lost all confidence in Mr. Chioini’s ability to effectively oversee the Company and drive shareholder value. At the time, we made clear that given the Company’s significant financial and stock price underperformance and inability to monetize promising drugs Triferic and Calcitriol under Mr. Chioini’s leadership, we did not believe Mr. Chioini had proven himself capable of successfully leading the Company forward and were convinced that he should be replaced as Chairman and CEO immediately.

After nominating director candidates for election at the 2018 annual meeting of shareholders (the “2018 Annual Meeting”) with the intention of replacing Mr. Chioini and long-standing director Patrick J. Bagley, we ultimately reached an agreement with the Company in March 2018 to avoid an election contest. Pursuant to our agreement, two independent directors were added to the Board, the Company agreed to seek the declassification of the Board so that all directors are elected annually and Mr. Bagley agreed not to stand for re-election at the 2018 Annual Meeting.

Following this agreement, we were confident that Rockwell had an independent Board in place capable of effectively overseeing the Company. Shortly after the agreement was announced, we saw immediate corporate governance improvements at the Company, such as an independent director being named as Chairman of the Board and new committee chairpersons and compositions being announced. These announcements gave us confidence that Rockwell had the right Board in place, and, after reading about Mr. Chioini’s termination, our belief was only further strengthened.

We believe that the Board conducted a thorough review of the management team and came to the conclusion that Mr. Chioini was not the right person to lead Rockwell – a conclusion we publicly reached previously. We respect the Board’s decisiveness and believe the Company is in the hands of a Board that has shown itself willing and capable of making changes necessary to protect shareholders’ best interests. We are pleased to see that a search for a permanent CEO is already underway and are confident that the Special Transition Committee – consisting of Benjamin Wolin (who is also Chairman of the Board), Lisa Colleran and John Cooper – will provide effective oversight of the Company until the permanent CEO is identified. Ben, Lisa and John collectively have years of experience serving as public company CEOs and CFOs and bring track records of success that we believe will serve Rockwell shareholders well.

In our view, this Board understands the complexities of running a public drug company and the need to attract top talent to execute on the vision of Rockwell becoming a leader in delivering iron to patients worldwide. We believe Mr. Chioini’s departure is an important step to delivering transformational changes at the Company – we look forward to seeing additional improvements at the Company under this Board’s stewardship.

While we believe in this Board, we will also demand accountability from it as well. We want to publicly say to the Board: be disciplined, be determined and drive results.

Sincerely,

/s/ David S. Richmond

David S. Richmond
Richmond Brothers, Inc.