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): June
19, 2020
ROCKWELL
MEDICAL, INC.
(Exact name of
registrant as specified in its charter)
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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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¨
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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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¨
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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:
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Title of Each Class
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Trading Symbol
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Name of Each exchange on which
registered
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Common Stock, par value
$0.0001
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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.
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As previously
disclosed, Rockwell Medical, Inc. (“Rockwell” or the “Company”) is
a nominal defendant in a consolidated shareholder derivative action
pending in the United States District Court in the Eastern District
of New York (the “Court”), purportedly brought on behalf of the
Company (as nominal defendant) and against certain of the Company’s
current and former directors (the “Individual Defendants”). The
operative complaint (the “Consolidated Derivative Complaint”)
pending in the consolidated action (the “Litigation”) asserts
causes of actions against the Individual Defendants and alleges the
Individual Defendants breached certain duties by, among other
things, permitting alleged misstatements to be made in public
filings regarding the status of separate reimbursement for Triferic
from the Centers for Medicare & Medicaid Services, the adequacy
of the Company’s reserves, and internal controls. The Consolidated
Derivative Complaint demands a jury trial, seeking monetary
damages, corporate governance reforms, injunctive relief on the
Individual Defendants’ trading activities, restitution, and
attorneys’ fees.
On May 18, 2020,
Rockwell, the Individual Defendants, and Plaintiffs (the “Settling
Parties”) entered into a formal Stipulation of Settlement, which
memorializes the terms of the Settling Parties’ settlement of the
Litigation (the “Settlement”). On June 2, 2020, the Court issued an
order preliminarily approving the Settlement. A hearing to
determine whether the Court should issue a final order approving
the proposed Settlement has been scheduled for August 11, 2020. The
terms of the proposed Settlement are described in the Notice of
Pendency and Proposed Settlement of Derivative Action (the
“Notice”) attached hereto as Exhibit 99.1, and include certain
corporate governance reform measures. The Notice and the related
Stipulation of Settlement are also available at
https://www.rockwellderivlitigation.com/documents.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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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: June 19,
2020
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By:
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/s/ Russell
Ellison
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Russell Ellison
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Chief Executive
Officer
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