Current Report Filing (8-k)
March 20 2020 - 4:07PM
Edgar (US Regulatory)
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):
March 16, 2020
ROCKWELL MEDICAL, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-23661
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38-3317208
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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411 Hackensack Avenue, Suite 501,
Hackensack, New Jersey 07601
(Address of principal executive offices,
including zip code)
(248) 960-9009
(Registrant’s telephone number, including
area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.0001
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RMTI
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Nasdaq Global Market
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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
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Entry into a Material Definitive Agreement.
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Loan Agreement
On March 16, 2020, the Rockwell Medical,
Inc. (the “Company”) and Rockwell Transportation, Inc., a wholly-owned subsidiary of the Company (“RTI”),
entered into a loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP,
a Delaware limited partnership (“Innovatus”), as collateral agent and the Lenders listed on Schedule 1.1 thereto, pursuant
to which Innovatus, as a Lender, has agreed to make certain term loans to the Company in the aggregate principal amount of up to
$35.0 million (the “Term Loans”). Funding of the first $22.5 million tranche was completed on March 16, 2020. The Company
will be eligible to draw on a second tranche of $5.0 million upon achievement of certain milestones, including the U.S. Food and
Drug Administration approval of the Company’s New Drug Application for I.V. Triferic. The Company will be eligible to draw
on a third tranche of $7.5 million upon the achievement of certain additional milestones, including the achievement of certain
Triferic sales thresholds.
The Company is entitled to make interest-only
payments for thirty months, or up to thirty-six months if certain conditions are met. The Term Loans will mature on the fifth anniversary
of the initial funding date, and will bear interest at the greater of (i) Prime Rate (as defined in the Loan Agreement) and (ii)
4.75%, plus 4.00%.
The Loan Agreement is secured by all assets
of the Company and RTI. Proceeds will be used for working capital purposes. The Loan Agreement contains customary representations
and warranties and covenants, subject to customary carve outs, and includes financial covenants related to liquidity and trailing
twelve months sales of Triferic, with the latter beginning with the period ending December 31, 2020, or September 30, 2020 if the
Company draws the second tranche of $5.0 million.
In connection with each funding of the
Term Loans, the Company is required to issue to Innovatus a warrant (the “Warrants”) to purchase a number of shares
of the Company’s common stock equal to 3.5% of the principal amount of the relevant Term Loan funded divided by the exercise
price, which will be based on the lower of (i) the volume weighted average closing price of the Company’s stock for the 5-trading
day period ending on the last trading day immediately preceding the execution of the Loan Agreement or (ii) the closing price on
the last trading day immediately preceding the execution of the Loan Agreement (or for the second and third tranches only at the
lower of (i) $1.65 per share or (ii) the volume weighted average closing price of the Company’s stock for the 5-trading day
period ending on the last trading day immediately preceding the relevant Term Loan funding). The Warrants may be exercised on a
cashless basis, and are immediately exercisable through the seventh anniversary of the applicable funding date. The number of shares
of common stock for which each Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments
as set forth in such Warrant. In connection with the first tranche of the Term Loans, the Company issued a Warrant to Innovatus,
exercisable for an aggregate of 477,273 shares of the Company’s common stock at an exercise price of $1.65 per share.
The descriptions of the Loan Agreement
and the Warrants contained herein do not purport to be complete and are qualified in their entirety by reference to the complete
text of the Loan Agreement which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter
ending March 31, 2020 and the form of Warrant filed as Exhibit 4.1 attached hereto.
Baxter Amendment
On March 16, 2020, the Company and Baxter
Healthcare Corporation (“Baxter”) entered into a Second Amendment to Exclusive Distribution Agreement (the “Amendment”)
that revises the Exclusive Distribution Agreement dated October 2, 2014 between the Company and Baxter, as amended (the “Distribution
Agreement”) to, among other revisions, remove Baxter’s consent right over transactions granting a security interest
on the assets used to manufacture or commercialize the Company’s concentrates products and amend certain other terms of the
Distribution Agreement related to manufacturing and failure to supply, reimbursement for certain transportation costs, and conditions
for extension of the contract in 2024.
The description of the Amendment contained
herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment which
will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2020.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01
above regarding the Loan Agreement is incorporated by reference into this Item 2.03.
Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth in Item 1.01
above regarding the Warrants is incorporated by reference into this Item 3.02. The issuance of shares of the Company’s common
stock underlying the Warrants will be made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
On March 17, 2020, the Company issued a
press release announcing the Loan Agreement. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(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.
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ROCKWELL MEDICAL, INC.
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Date: March 20, 2020
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By:
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/s/ Stuart Paul
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Stuart Paul
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Chief Executive Officer
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Rockwell Medical (NASDAQ:RMTI)
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