RMTI Rockwell Medical Inc

* Includes 1,965,117 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.   

* Includes 805,664 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.   

* Includes 2,770,781 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.   

* Includes 2,770,781 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.   

The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (“Amendment No. 14”). This Amendment No. 14 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, RBI Opportunities, RBI Opportunities II 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). The aggregate purchase price of the 5,278,961 Shares held by the Separately Managed Accounts is approximately $30,648,223, 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 38,490 Shares owned directly by RBI PII is approximately $214,716, excluding brokerage commissions. The aggregate purchase price of the 5,541,562 Shares (together with the warrants referenced in the first sentence of the following paragraph) owned in the aggregate by RBI Opportunities and RBI Opportunities II is $22,000,000, excluding brokerage commissions. The aggregate purchase price of the 66,736 Shares owned directly by the RBI Plan is approximately $364,140, excluding brokerage commissions.

Pursuant to the Securities Purchase Agreement (as defined and described in Amendment No. 12 to the Schedule 13D), RBI Opportunities received warrants exercisable into 2,770,781 Shares from the Issuer, of which warrants exercisable into 805,664 Shares were transferred to RBI Opportunities II in an exempt transaction. The warrants have an exercise price of $4.96 per Share and will expire on October 17, 2023.

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). The aggregate purchase price of the 206,686 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 $902,130, 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). The aggregate purchase price of the 81,135 Shares beneficially owned by Mr. Curfman, including the 38,300 Shares directly owned by his spouse, is approximately $495,794, excluding brokerage commissions.

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 63,836,661 Shares outstanding as of June 20, 2019, which is the total number of Shares outstanding based on information contained in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2019 and the Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on June 19, 2019.

Percentage: Approximately 8.3%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 8.9%

Percentage: Approximately 3.8%

Percentage: Approximately 12.8%

Percentage: Less than 1%

Percentage: Approximately 19.9% (per blocking provision of the warrants)

Percentage: Approximately 8.5%

An aggregate of 14,149,192 Shares (including 2,770,781 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision) are reported in this Amendment No. 14 to the Schedule 13D. In the event that the warrants owned by RBI Opportunities and RBI Opportunities II exercisable into 2,770,781 Shares were not subject to a 19.9% blocking provision, then the Reporting Persons would collectively beneficially own approximately 21.2% of the outstanding Shares.

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 or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

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: June 25, 2019

SCHEDULE A

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

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

Richmond Brothers 401(k) Profit Sharing Plan

David S. Richmond

Matthew J. Curfman

^# By spouse of Matthew J. Curfman.