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TABLE OF CONTENTS Prospectus Supplement
TABLE OF
CONTENTS
Table of
Contents
Filed
Pursuant to Rule 424(b)(5)
Registration Statement No. 333-227363
PROSPECTUS
SUPPLEMENT
(To Prospectus dated October 1, 2018)

21,818,544 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 1,360,265 shares of Common
Stock
Warrants to Purchase up to 23,178,809 shares of Common Stock
(and the shares of Common Stock underlying such Pre-Funded
Warrants and Warrants)
We are
offering an aggregate of 21,818,544 shares of our common stock, par
value $0.0001 per share (the "Common Stock"), and warrants to
purchase up to 23,178,809 shares of our Common Stock (the
"Warrants") at a combined purchase price equal to $1.51 per share
to several institutional and accredited investors. Each Warrant is
exercisable for one share of our Common Stock at an exercise price
of $1.80 per share. The Warrants are immediately exercisable and
will expire 24 months from the issue date. We are also
offering to certain purchasers pre-funded warrants to purchase up
to an aggregate of 1,360,265 shares of Common Stock (the
"Pre-Funded Warrants"), in lieu of shares of Common Stock. Each
Pre-Funded Warrant is exercisable for one share of our Common
Stock. The purchase price of each Pre-Funded Warrant is equal to
the price at which a share of Common Stock is sold to the public in
this offering, minus $0.001, and the exercise price of each pre
Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants are
immediately exercisable and may be exercised at any time until all
of the Pre-Funded Warrants are exercised in full. This offering
also relates to the shares of Common Stock issuable upon exercise
of the Warrants and Pre-Funded Warrants sold in this
offering.
Our
Common Stock is listed on The Nasdaq Global Market, or Nasdaq,
under the symbol "RMTI." The last reported sale price of our Common
Stock on September 22, 2020 was $1.68 per share.
You
should read this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference in this
prospectus supplement carefully before you invest.
See
"Risk Factors" on page S-8 of this prospectus supplement to
read about factors you should consider before buying shares of our
Common Stock.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal
offense.
We have
engaged H.C. Wainwright & Co., LLC, or the
placement agent, as our exclusive placement agent in connection
with this offering. The placement agent has no obligation to buy
any of the securities from us or to arrange for the purchase or
sale of any specific number or dollar amount of securities. We have
agreed to pay the placement agent a total cash fee equal to 6.0% of
the aggregate gross proceeds of raised in the offering. Excluding
any proceeds we may receive if the Warrants and Pre-Funded Warrants
are exercised, the total proceeds to us, after deducting placement
agent fee but before offering expenses, will be approximately
$32.9 million. See "Plan of Distribution" beginning on
page S-15 of this prospectus supplement for more information
regarding these arrangements.
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Per
Share and
Accompanying
Common Stock
Warrant
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Per
Pre-Funded
Warrant and
Accompanying
Common Stock
Warrant
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Total
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Offering Price
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$1.51 |
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$1.50 |
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$34,998,641.33 |
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Placement Agent Fees(1)
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$0.0906 |
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$0.0906 |
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$2,100,000.10 |
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Proceeds, before expenses, to us(2)
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$1.4194 |
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$1.4094 |
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$32,898,641.23 |
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- (1)
- In addition, we have
agreed to reimbursements for certain out-of-pocket expenses. See
"Plan of Distribution" beginning on page S-15 of this prospectus
supplement.
- (2)
- The amount of the
offering proceeds to us presented in this table does not give
effect to any exercise of the warrants being issued in this
offering.
Delivery
of the shares of our Common Stock, Warrants and Pre-Funded Warrants
being offered pursuant to this prospectus supplement and the
accompanying prospectus is expected to be made on or about
September 25, 2020, subject to satisfaction of certain closing
conditions.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is September 23,
2020.
Table of
Contents
TABLE OF CONTENTS
Prospectus Supplement
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ABOUT THIS PROSPECTUS SUPPLEMENT
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S-1 |
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
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S-3 |
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PROSPECTUS SUPPLEMENT SUMMARY
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S-4 |
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RISK FACTORS
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S-8 |
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USE OF PROCEEDS
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S-10 |
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DILUTION
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S-11 |
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DESCRIPTION OF THE SECURITIES WE ARE
OFFERING
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S-12 |
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PLAN OF DISTRIBUTION
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S-15 |
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LEGAL MATTERS
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S-17 |
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EXPERTS
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S-17 |
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WHERE YOU CAN FIND MORE INFORMATION
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S-18 |
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INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
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S-19 |
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Prospectus
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ABOUT THIS PROSPECTUS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
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1 |
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OUR COMPANY
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3 |
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RISK FACTORS
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4 |
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USE OF PROCEEDS
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5 |
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DILUTION
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SECURITIES TO BE OFFERED
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RATIO OF EARNINGS TO FIXED CHARGES
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DESCRIPTION OF DEBT SECURITIES
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9 |
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF SECURITIES PURCHASE
CONTRACTS
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DESCRIPTION OF UNITS
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26 |
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PLAN OF DISTRIBUTION
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27 |
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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30 |
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LEGAL MATTERS
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31 |
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EXPERTS
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31 |
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Table of
Contents
ABOUT THIS PROSPECTUS
SUPPLEMENT
This prospectus
supplement and the accompanying prospectus relate to an offering of
shares of our common stock. Before buying any of the securities we
are offering, we urge you to carefully read this prospectus
supplement and the accompanying prospectus, together with the
information incorporated by reference as described under the
headings "Where You Can Find Additional Information" and
"Incorporation of Certain Information by Reference" in this
prospectus supplement. These documents contain important
information that you should consider when making your investment
decision. Unless the context otherwise requires, references in this
prospectus supplement to "Rockwell," "we," "us," "our" and "ours"
refer to Rockwell Medical, Inc., and include its consolidated
subsidiaries where the context so requires.
This document
consists of two parts. The first part is this prospectus
supplement, which describes the specific terms of the offering and
other matters relating to us. The second part is the accompanying
prospectus, which provides more general information about the
securities we may offer from time to time, some of which may not
apply to this offering of Common Stock, Warrants and Pre-funded
Warrants (and the shares of Common Stock underlying the Warrants
and Pre-Funded Warrants). This prospectus supplement and the
accompanying prospectus are part of a registration statement that
we filed with the Securities and Exchange Commission (the "SEC")
using the SEC's shelf registration rules. You should read both this
prospectus supplement and the accompanying prospectus, together
with the documents incorporated by reference and the additional
information described under the heading "Where You Can Find More
Information" in this prospectus supplement and the accompanying
prospectus before making an investment decision. Generally, when we
refer to this prospectus, we are referring to both parts of this
document combined.
To the extent
there is a conflict between the information contained in this
prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus, on the other hand, the
information contained in this prospectus supplement shall control.
If any statement in this prospectus supplement conflicts with any
statement in a document that has been incorporated herein by
reference, then you should consider only the statement in the more
recent document. You should assume that the information contained
in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference is accurate only as of their
respective dates.
We have not
authorized, and the placement agent has not authorized, any person
to provide you with any information or to make any representation
other than as contained in this prospectus supplement or in the
accompanying prospectus and the information incorporated by
reference herein and therein. We do not take any responsibility
for, and can provide no assurance as to the reliability of, any
information that others may provide you. The information appearing
or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this
prospectus supplement or the date of the document in which
incorporated information appears unless otherwise noted in such
documents. Our business, financial condition, results of operations
and prospects may have changed since those dates.
We further note
that the representations, warranties and covenants made by us in
any agreement that is filed as an exhibit to any document that is
incorporated by reference into this prospectus supplement or the
accompanying prospectus were made solely for the benefit of the
parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or
covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied
on as accurately representing the current state of our
affairs.
The
distribution of this prospectus supplement and the accompanying
prospectus and the offering of the Common Stock, Warrants and
Pre-funded Warrants (and the shares of Common Stock
S-1
Table of
Contents
underlying the
Warrants and Pre-Funded Warrants) in certain jurisdictions may be
restricted by law. We are not making an offer of the Common Stock,
Warrants or Pre-funded Warrants (or the shares of Common Stock
underlying the Warrants or Pre-Funded Warrants) in any jurisdiction
where the offer is not permitted. Persons who come into possession
of this prospectus supplement and the accompanying prospectus
should inform themselves about and observe any such restrictions.
This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation.
This prospectus
supplement, the accompanying prospectus and the information
incorporated herein and therein by reference include trademarks,
servicemarks and tradenames owned by us or other companies. All
trademarks, servicemarks and tradenames included or incorporated by
reference in this prospectus supplement or the accompanying
prospectus are the property of their respective owners.
S-2
Table of
Contents
NOTE REGARDING FORWARD-LOOKING
STATEMENTS
We make
forward-looking statements in this report and may make such
statements in future filings with the Securities and Exchange
Commission, or SEC. We may also make forward-looking statements in
our press releases or other public or shareholder communications.
Our forward-looking statements are subject to risks and
uncertainties and include information about our expectations and
possible or assumed future results of our operations. When we use
words such as "may," "might," "will," "should," "believe,"
"expect," "anticipate," "estimate," "continue," "could," "plan,"
"potential," "predict," "forecast," "project," "intend," or similar
expressions, or make statements regarding our intent, belief, or
current expectations, we are making forward-looking statements. Our
forward looking statements also include, without limitation,
statements about our liquidity and capital resources; our plans and
ability to successfully commercialize our products; our timing and
ability to obtain add-on reimbursement for our products; our
ability to successfully launch FDA approved Triferic AVNU; whether
we can successfully execute on our business strategy and
development of new indications; and statements regarding our
anticipated future financial condition, operating results, cash
flows and business plans.
While we
believe that our forward-looking statements are reasonable, you
should not place undue reliance on any such forward-looking
statements, which are based on information available to us on the
date of this report or, if made elsewhere, as of the date made.
Because these forward-looking statements are based on estimates and
assumptions that are subject to significant business, economic and
competitive uncertainties, many of which are beyond our control or
are subject to change, actual results could be materially
different. Factors that might cause such a difference include,
without limitation, the risks and uncertainties discussed in this
prospectus, "Item 1A—Risk Factors" in our Form 10-K for
the year ended December 31, 2019 and from time to time in our
other reports filed with the SEC.
Other factors
not currently anticipated may also materially and adversely affect
our results of operations, cash flow and financial position. There
can be no assurance that future results will meet expectations.
Forward-looking statements speak only as of the date of this report
and we expressly disclaim any intent to update or alter any
statements whether as a result of new information, future events or
otherwise, except as may be required by applicable law.
S-3
Table of
Contents
PROSPECTUS SUPPLEMENT SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus supplement or incorporated by reference in this
prospectus supplement, and does not contain all of the information
that you need to consider in making your investment decision. You
should carefully read the entire prospectus supplement, the
accompanying prospectus and any related free writing prospectus
that we authorize for use in connection with this offering,
including the risks of investing in our securities discussed under
the heading "Risk Factors" beginning on page S-8 of this
prospectus supplement and under similar headings in the
accompanying prospectus and in the other documents that are
incorporated by reference herein or therein. You should also
carefully read the information incorporated by reference into this
prospectus supplement and the accompanying prospectus, including
our financial statements and the exhibits to the registration
statement of which this prospectus supplement is a
part.
Overview
We are a
biopharmaceutical company dedicated to improving outcomes for
patients with iron deficiency and iron-deficiency anemia, with an
initial focus on patients with end-stage kidney disease (ESKD) and
on dialysis. The Company is focused on developing its proprietary
ferric pyrophosphate citrate ("FPC") therapeutic platform. The
first product developed from this platform is Triferic, the
first-FDA approved product for the replacement of iron and
maintenance of hemoglobin in adult hemodialysis patients. We
initiated commercial sales of Triferic Dialysate, during the second
quarter of 2019 and received approval by the U.S. Food and Drug
Administration ("FDA") for the intravenous formulation of Triferic,
Triferic AVNU, on March 27, 2020. We plan to leverage our
experience with Triferic to develop our FPC platform for iron
deficiency and iron deficiency anemia in other disease states. We
are also a manufacturer of hemodialysis concentrates for dialysis
providers and distributors in the United States and abroad. We
supply the domestic market with dialysis concentrates and we also
supply dialysis concentrates to distributors serving a number of
foreign countries, primarily in the Americas and the Pacific
Rim.
Our mission is
to transform anemia management in a wide variety of disease states
across the globe, while improving patients' lives. Accordingly, we
are building the foundation to become a leading medical and
commercial organization in the field of iron deficiency.
Recent Developments
As of
June 30, 2020, the Company had approximately
$26.7 million of cash and cash equivalents, $13.3 million
of investments available-for-sale, working capital of
$40.0 million and an accumulated deficit of
$321.4 million. Net cash used in operating activities for the
six months ended June 30, 2020 was approximately
$16.2 million. Management evaluated the Company's ability to
continue as going concern for at least the next 12 months from
the filing of this prospectus supplement and accompanying
prospectus. Based on the currently available working capital,
capital raise, debt financing described below and the expected
proceeds from this offering, management believes the Company
currently has sufficient funds to meet its operating requirements
for at least the next twelve months from the date of the filing of
this prospectus supplement and accompanying prospectus.
In February
2020, the Company sold 3,670,212 shares of its common stock for
proceeds of $8.0 million, net of issuance costs. On
March 16, 2020, the Company closed a debt financing
transaction with net proceeds at closing of approximately
$21.2 million, net of fees and expenses.
During the six
months ended June 30, 2020, the Company sold 987,716 shares of
its common stock as part of its sales agreement with Cantor
Fitzgerald & Co. for proceeds of $2.0 million,
net of issuance costs. Approximately $32.6 million remains
available for sale under this facility.
S-4
Table of
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The Company
will require additional capital to sustain its operations and make
the investments it needs to execute upon its longer-term business
plan, including the continued commercialization of Triferic
Dialysate and Triferic AVNU, executing plans for enhancing its
medical capabilities, generating additional data for Triferic and
developing Triferic for new therapeutic indications. If the Company
is unable to generate sufficient revenue from its existing
long-term business plan, the Company may not be able to satisfy
certain covenants in its loan agreement with Innovatus and will
need to obtain additional equity or debt financing. If the Company
attempts to obtain additional debt or equity financing, the Company
cannot assume that such financing will be available on favorable
terms, if at all.
We are
regulated by the FDA under the Federal Drug and Cosmetics Act, as
well as by other federal, state and local agencies. We hold several
FDA product approvals including for both drugs and medical
devices.
Coronavirus
The Coronavirus
pandemic and resulting global disruptions have adversely affected
our business and operations, including, but not limited to, our
sales and marketing efforts and our research and development
activities, and the operations of third parties upon whom we rely.
As noted above, we intend to initiate a sample evaluation program
for Triferic AVNU during the third quarter of 2020 in order to
prepare for a commercial launch. Quarantines, shelter-in-place,
executive and similar government orders may negatively impact our
sales and marketing activities, particularly if our sales
representatives are unable to interact with current and potential
customers to the same extent as before onset of the Coronavirus
pandemic. Depending on the severity of the impact on our sales and
marketing efforts, the timing of our commercial launch of Triferic
AVNU could be adjusted into the first quarter of 2021.
The Coronavirus
pandemic and resulting global disruptions have caused significant
volatility in financial and credit markets. We have utilized a
range of financing methods to fund our operations in the past;
however, current conditions in the financial and
Company Information
We were
incorporated in the state of Michigan in 1996 and we reincorporated
in the state of Delaware in August 2019. Our principal executive
offices are located at 411 Hackensack Avenue, Suite 501,
Hackensack, New Jersey 07601. Our telephone number
is (248) 960-9009 and our Internet website address
is www.rockwellmed.com. We do not
incorporate the information on our website into this prospectus
supplement, and you should not consider it part of this prospectus
supplement.
S-5
Table of
Contents
SUMMARY OF THE OFFERING
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Common Stock offered
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21,818,544 shares. |
Warrants offered
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We are also offering Warrants to purchase up to
23,178,809 shares of Common Stock. Each Warrant is exercisable for
one share of our Common Stock at an exercise price of $1.80 per
share. The Warrants are exercisable immediately and will expire
24 months from the issue date. This offering also relates to
the shares of Common Stock issuable upon exercise of the Warrants
sold in this offering.
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Pre-Funded Warrants offered
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We are also offering Pre-Funded Warrants to purchase
up to 1,360,265 shares of Common Stock to certain purchasers whose
purchase of shares of Common Stock in this offering would otherwise
result in the purchaser, together with its affiliates and certain
related parties, beneficially owning more than 9.99% (or, at the
election of the purchaser, 4.99%) of our outstanding Common Stock
immediately following the consummation of this offering, in lieu of
shares of Common Stock that would otherwise result in each such
purchaser's beneficial ownership exceeding 9.99% (or, at the
election of the purchaser, 4.99%) of our outstanding Common Stock.
Each Pre-Funded Warrant is exercisable for one share of our Common
Stock. The purchase price of each Pre-Funded Warrant is equal to
the price at which the share of Common Stock is being sold to the
public in this offering, minus $0.001, and the exercise price of
each Pre-Funded Warrant is $0.001 per share. The Pre-Funded
Warrants are exercisable immediately and may be exercised at any
time until all of the Pre-Funded Warrants are exercised in full.
This offering also relates to the shares of Common Stock issuable
upon exercise of the Pre-Funded Warrants sold in this
offering.
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Common stock to be outstanding after the
offering
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91,975,466 shares (assuming no exercise of the
Warrants or the Pre-Funded Warrants). Assuming all of the Warrants
and the Pre-Funded Warrants were immediately exercised, there would
be 116,655,432 shares of Common Stock outstanding after this
offering.
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Use of proceeds
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We expect to receive net proceeds of approximately
$32.9 million from this Offering, before expenses. The Company
intends to use the net proceeds to advance the development of
ferric pyrophosphate citrate (FPC), currently indicated for the
maintenance of hemoglobin in dialysis, in new indications,
including for the treatment of anemia in the home infusion setting,
as well as for working capital and general corporate purposes. See
"Use of Proceeds."
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Nasdaq Global Market symbol
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Our Common Stock is listed on Nasdaq under the
symbol "RMTI". We do not intend to list the Warrants or the
Pre-Funded Warrants on any securities exchange or nationally
recognized trading system.
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S-6
Table of
Contents
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Risk factors
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Investing in our securities involves a high degree
of risk. See "Risk Factors" on page S-8 of this prospectus
supplement to read about factors you should consider carefully
before buying shares of our Common Stock.
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The number of
shares of Common Stock that will be outstanding after this offering
is based on 70,156,922 shares of Common Stock outstanding as of
June 30, 2020, and also excludes:
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- 5,625,562 shares of
common stock issuable upon the exercise of outstanding stock
service-based options as of June 30, 2020 at a
weighted-average exercise price of $4.90 per share;
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- 600,000 shares of
common stock issuable upon the exercise of outstanding stock
performance-based options as of June 30, 2020 at a
weighted-average exercise price of $2.45 per share;
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- 146,800 shares of
common stock issuable upon the vesting of restricted stock awards
as of June 30, 2020 at a weighted-average exercise price of
$5.70 per share;
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- 420,062 shares of
common stock issuable upon the vesting of service-based restricted
stock units outstanding as of June 30, 2020 at a
weighted-average exercise price of $3.27 per share;
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- 600,000 shares of
common stock issuable upon the vesting of service-based restricted
stock units outstanding as of June 30, 2020 at a
weighted-average exercise price of $2.45 per share;
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- 3,248,054 shares of
common stock issuable upon the exercise of outstanding warrants as
of June 30, 2020 at a weighted-average exercise price of $4.48
per share; and
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- 3,178,082 shares of
common stock reserved for issuance pursuant to future equity awards
under our 2018 Long-Term Incentive Plan as of June 30, 2020,
as well as any future increases in the number of shares of our
common stock reserved for future issuance under this
plan.
Unless
otherwise indicated, all information in this prospectus supplement,
including share and per share amounts assumes no exercise of the
Warrants or Pre-Funded Warrants to purchase shares of our Common
Stock issued in this offering.
S-7
Table of
Contents
RISK FACTORS
Investing
in our securities involves a high degree of risk. You should
carefully consider the risks and uncertainties described below and
discussed under the section entitled "Risk Factors" contained in
our
Annual Report on Form 10-K for the year ended
December 31, 2019, as amended, and our Quarterly Reports
on Form 10-Q for the quarters ended
March 31, 2020 and
June 30, 2020, respectively, which are incorporated by
reference in this prospectus supplement, together with all of the
other information contained in, or incorporated by reference, in
this prospectus supplement and the accompanying prospectus, before
purchasing any of our securities. These risks and uncertainties are
not the only ones facing us. Additional risks and uncertainties
that we are unaware of, or that we currently deem immaterial, also
may become important factors that affect us. If any of these risks
actually occur, our business, financial condition, results of
operations and future prospects could be materially and adversely
affected. In that case, the trading price of our Common Stock could
decline, and you may lose some or all of your
investment.
You will experience immediate and substantial dilution in the net
tangible book value per share of the Common Stock you
purchase.
Since the price
per share of our Common Stock being offered is substantially higher
than the net tangible book value per share of our Common Stock, you
will suffer immediate and substantial dilution in the net tangible
book value of the Common Stock you purchase in this offering. As of
June 30, 2020, our net tangible book value was approximately
$15.3 million, or $0.218 per share. As discussed in greater
detail in the "Dilution" section of this prospectus supplement,
based on the combined offering price of $1.51 per share of Common
Stock and Warrants and our as adjusted net tangible book value as
of June 30, 2020, if you purchase securities in this offering,
you will suffer immediate and substantial dilution of $0.986 per
share with respect to the pro forma net tangible book value of our
Common Stock.
There is no public market for the Warrants or Pre-Funded Warrants
being offered in this offering.
There is no
established public trading market for the Warrants or Pre-Funded
Warrants being offered in this offering, and we do not expect a
market to develop. In addition, we do not intend to apply to list
the Warrants or the Pre-Funded Warrants on any securities exchange
or nationally recognized trading system, including Nasdaq. Without
an active market, the liquidity of the Warrants and Pre-Funded
Warrants will be limited.
Holders of Warrants or Pre-Funded Warrants purchased in this
offering will have no rights as common stockholders until such
holders exercise such Warrants or Pre-Funded Warrants and acquire
our Common Stock.
Until holders
of Warrants or Pre-Funded Warrants acquire shares of our Common
Stock upon exercise of such Warrants or Pre-Funded Warrants,
holders of Warrants or Pre-Funded Warrants will have no rights with
respect to the shares of our Common Stock underlying such Warrants
or Pre-Funded Warrants. Upon exercise of the Warrants or Pre-Funded
Warrants, the holders will be entitled to exercise the rights of a
common stockholder only as to matters for which the record date
occurs after the exercise date.
If we sell shares of our Common Stock in future financings,
stockholders may experience immediate dilution and, as a result,
our stock price may decline.
We may from
time to time issue additional shares of Common Stock at a discount
from the current market price of our Common Stock. As a result, our
stockholders would experience immediate dilution upon the purchase
of any shares of our Common Stock sold at such discount. In
addition, as opportunities present themselves, we may enter into
financings or similar arrangements in the future,
S-8
Table of
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including the issuance
of debt securities, preferred stock or Common Stock. If we issue
Common Stock or securities convertible or exercisable into Common
Stock, our common stockholders would experience additional dilution
and, as a result, our stock price may decline.
Our management team may invest or spend the proceeds of this
offering in ways with which you may not agree or in ways which may
not yield a significant return.
The Company
intends to use the net proceeds to advance the development of
ferric pyrophosphate citrate (FPC), currently indicated for the
maintenance of hemoglobin in dialysis, in new indications,
including for the treatment of anemia in the home infusion setting,
as well as for working capital and general corporate purposes. Our
management will have considerable discretion in the application of
the net proceeds, and you will not have the opportunity, as part of
your investment decision, to assess whether the proceeds are being
used appropriately. The net proceeds may be used for purposes that
do not increase our operating results or enhance the value of our
common stock. Pending their use, we may invest the net proceeds
from this offering in short-term, investment-grade,
interest-bearing securities. These investments may not yield a
favorable return to our stockholders. If we do not invest or apply
the net proceeds from this offering in ways that enhance
stockholder value, we may fail to achieve expected financial
results, which could cause our stock price to decline.
S-9
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USE OF PROCEEDS
We expect to
receive net proceeds of approximately $32.9 million from this
offering, after deducting placement agent fees and estimated
offering expenses payable by us, and excluding the proceeds, if
any, from the exercise of the Warrants or the Pre-Funded Warrants
issued in this offering. We intend to use the net proceeds to
advance the development of ferric pyrophosphate citrate (FPC),
currently indicated for the maintenance of hemoglobin in dialysis,
in new indications, including for the treatment of anemia in the
home infusion setting, as well as for working capital and general
corporate purposes.
The amounts and
timing of our actual expenditures will depend on numerous factors,
including our development and commercialization efforts, as well as
the amount of cash used in our operations. As a result, our
management will retain broad discretion over the allocation of the
net proceeds from this offering, and investors will be relying on
the judgment of our management regarding the application of the net
proceeds from this offering. We therefore cannot estimate with
certainty the portion of the net proceeds to be used for each of
the purposes described above. We may also find it necessary or
advisable to use the net proceeds for other purposes. Pending the
uses described above, we plan to invest the net proceeds from this
offering in short-term, investment-grade, interest-bearing
obligations, certificates of deposit or obligations of the United
States.
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DILUTION
If you purchase
securities in this offering, your ownership interest will be
diluted immediately to the extent of the difference between the
offering price per share you will pay in this offering and the pro
forma as adjusted net tangible book value per share of our common
stock after this offering.
Our net
tangible book value as of June 30, 2020 was approximately
$15.3 million, or $0.218 per share. We calculate net tangible
book value per share by dividing the net tangible book value, which
is tangible assets less total liabilities, by the number of
outstanding shares of our common stock. Dilution represents the
difference between the amount per share paid by purchasers of
shares in this offering and the as adjusted net tangible book value
per common share immediately after giving effect to this
offering.
After giving
effect to this offering (the issuance and sale of 21,818,544 shares
of our Common Stock, Pre-Funded Warrants to purchase up to an
aggregate of 1,360,265 shares of Common Stock, and Warrants to
purchase up to 23,178,809 shares of our Common Stock) and after
deducting placement agent fees and estimated offering expenses
payable by us, and assuming no exercise of the Warrants or
Pre-Funded Warrants, our as adjusted net tangible book value as of
June 30, 2020 would have been approximately
$48.0 million, or $0.524 per share. This represents an
immediate increase of $0.306 in as adjusted net tangible book value
per share to existing stockholders and immediate dilution of $0.986
in as adjusted net tangible book value per share to investors
purchasing securities in this offering.
The following
table illustrates this calculation:
|
|
|
|
|
|
|
|
Offering price per share of common stock and
accompanying common stock warrant
|
|
|
|
|
$ |
1.51 |
|
Historical net tangible book value per share as of
June 30, 2020
|
|
$ |
0.218 |
|
|
|
|
Increase per share attributable to the adjustments
attributable to this offering
|
|
$ |
0.306 |
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted net tangible book value per share as of
June 30, 2020
|
|
$ |
0.524 |
|
|
|
|
|
|
|
|
|
|
|
|
Dilution in as adjusted net tangible book value to
new investors in this offering
|
|
|
|
|
$ |
0.986 |
|
The number of
shares of Common Stock that will be outstanding after this offering
is based on 70,156,922 shares of Common Stock outstanding as of
June 30, 2020, and also excludes:
- •
- 5,625,562 shares of
common stock issuable upon the exercise of outstanding stock
service-based options as of June 30, 2020 at a
weighted-average exercise price of $4.90 per share;
- •
- 600,000 shares of
common stock issuable upon the exercise of outstanding stock
performance-based options as of June 30, 2020 at a
weighted-average exercise price of $2.45 per share;
- •
- 146,800 shares of
common stock issuable upon the vesting of restricted stock awards
as of June 30, 2020 at a weighted-average exercise price of
$5.70 per share;
- •
- 420,062 shares of
common stock issuable upon the vesting of service-based restricted
stock units outstanding as of June 30, 2020 at a
weighted-average exercise price of $3.27 per share;
- •
- 600,000 shares of
common stock issuable upon the vesting of service-based restricted
stock units outstanding as of June 30, 2020 at a
weighted-average exercise price of $2.45 per share;
- •
- 3,248,054 shares of
common stock issuable upon the exercise of outstanding warrants as
of June 30, 2020 at a weighted-average exercise price of $4.48
per share; and
- •
- 3,178,082 shares of
common stock reserved for issuance pursuant to future equity awards
under our 2018 Long-Term Incentive Plan as of June 30, 2020,
as well as any future increases in the number of shares of our
common stock reserved for future issuance under this
plan.
S-11
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DESCRIPTION OF THE SECURITIES WE ARE
OFFERING
We are offering
shares of our Common Stock, Warrants and Pre-Funded Warrants. The
following description of our Common Stock, Warrants and Pre-Funded
Warrants summarizes the material terms and provisions thereof,
including the material terms of the Common Stock, Warrants and
Pre-Funded Warrants we are offering under this prospectus
supplement and the accompanying prospectus.
Common Stock
See
"Description of Capital Stock" on page 20 of the accompanying
prospectus for a description of the material terms of our Common
Stock.
Warrants
The
following summary of certain terms and provisions of the Warrants
that are being offered hereby is not complete and is subject to,
and qualified in its entirety by, the provisions of the Warrant,
the form of which will be filed as an exhibit to our Current Report
on Form 8-K. Prospective investors should carefully review the
terms and provisions of the form of Warrant for a complete
description of the terms and conditions of the
Warrants.
Duration and
Exercise Price. Each Warrant offered hereby has an
initial exercise price per share equal to $1.80. The Warrants are
immediately exercisable and will expire 24 months from the
issue date. The exercise price and number of shares of Common Stock
issuable upon exercise is subject to appropriate adjustment in the
event of stock dividends, stock splits, reorganizations or similar
events affecting our Common Stock and the exercise
price.
Exercisability. The
Warrants are exercisable, at the option of each holder, in whole or
in part, by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of shares of our
Common Stock purchased upon such exercise (except in the case of a
cashless exercise as discussed below). Purchasers of the Warrants
in this offering may elect to deliver their exercise notice
following the pricing of the offering and prior to the issuance of
the Warrants at closing to have their Warrants exercised
immediately upon issuance and receive shares of Common Stock
underlying the Warrants upon closing of this offering. A holder
(together with its affiliates) may not exercise any portion of the
Warrant to the extent that the holder would own more than 9.99% of
the outstanding Common Stock (or, at the election of the purchaser,
4.99%). No fractional shares of Common Stock will be issued in
connection with the exercise of a Warrant. In lieu of fractional
shares, we will round down to the next whole share.
Cashless
Exercise. In lieu
of making the cash payment otherwise contemplated to be made to us
upon exercise of a Warrant in payment of the aggregate exercise
price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of shares of Common
Stock determined according to a formula set forth in the Warrants,
provided that such cashless exercise shall only be permitted if the
registration statement to which this prospectus is a part is not
effective at the time of such exercise.
Transferability. Subject
to applicable laws, a Warrant may be transferred at the option of
the holder upon surrender of the Warrant to us together with the
appropriate instruments of transfer.
Exchange
Listing. There is
no trading market available for the Warrants on any securities
exchange or nationally recognized trading system. We do not intend
to list the Warrants on any securities exchange or nationally
recognized trading system.
Right as a
Stockholder. Except as otherwise provided in the
Warrants or by virtue of such holder's ownership of shares of our
Common Stock, the holders of the Warrants do not have the rights
or
S-12
Table of
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privileges of holders
of our Common Stock, including any voting rights, until they
exercise their Warrants.
Fundamental
Transaction. In
the event of a fundamental transaction, as described in the
Warrants and generally including any reorganization,
recapitalization or reclassification of our Common Stock, the sale,
transfer or other disposition of all or substantially all of our
properties or assets, our consolidation or merger with or into
another person, the acquisition of more than 50% of our outstanding
Common Stock, or any person or group becoming the beneficial owner
of 50% of the voting power represented by our outstanding Common
Stock, the holders of the Warrants will be entitled to receive upon
exercise of the Warrants the kind and amount of securities, cash or
other property that the holders would have received had they
exercised the Warrants immediately prior to such fundamental
transaction.
Pre-Funded Warrants
The
following summary of certain terms and provisions of the Pre-Funded
Warrants that are being offered hereby is not complete and is
subject to, and qualified in its entirety by, the provisions of the
Pre-Funded Warrant, the form of which will be filed as an exhibit
to our Current Report on Form 8-K. Prospective investors
should carefully review the terms and provisions of the form of
Pre-Funded Warrant for a complete description of the terms and
conditions of the Pre-Funded Warrants.
Duration and
Exercise Price. Each Pre-Funded Warrant offered hereby
has an initial exercise price per share equal to $0.001. The
Pre-Funded Warrants are immediately exercisable and may be
exercised at any time until the Pre-Funded Warrants are exercised
in full. The exercise price and number of shares of Common Stock
issuable upon exercise is subject to appropriate adjustment in the
event of stock dividends, stock splits, reorganizations or similar
events affecting our Common Stock and the exercise
price.
Exercisability. The
Pre-Funded Warrants are exercisable, at the option of each holder,
in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of
our Common Stock purchased upon such exercise (except in the case
of a cashless exercise as discussed below). Purchasers of the
Pre-Funded Warrants in this offering may elect to deliver their
exercise notice following the pricing of the offering and prior to
the issuance of the Pre-Funded Warrants at closing to have their
Pre-Funded Warrants exercised immediately upon issuance and receive
shares of Common Stock underlying the Pre-Funded Warrants upon
closing of this offering. A holder (together with its affiliates)
may not exercise any portion of the Pre-Funded Warrant to the
extent that the holder would own more than 9.99% of the outstanding
Common Stock (or, at the election of the purchaser, 4.99%). No
fractional shares of Common Stock will be issued in connection with
the exercise of a Pre-Funded Warrant. In lieu of fractional shares,
we will round down to the next whole share.
Cashless
Exercise. In lieu
of making the cash payment otherwise contemplated to be made to us
upon exercise of a Pre-Funded Warrant in payment of the aggregate
exercise price, the holder may elect instead to receive upon such
exercise (either in whole or in part) the net number of shares of
Common Stock determined according to a formula set forth in the
Pre-Funded Warrants.
Transferability. Subject
to applicable laws, a Pre-Funded Warrant may be transferred at the
option of the holder upon surrender of the Pre-Funded Warrant to us
together with the appropriate instruments of transfer.
Exchange
Listing. There is
no trading market available for the Pre-Funded Warrants on any
securities exchange or nationally recognized trading system. We do
not intend to list the Pre-Funded Warrants on any securities
exchange or nationally recognized trading system.
S-13
Table of
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Right as a
Stockholder. Except as otherwise provided in the
Pre-Funded Warrants or by virtue of such holder's ownership of
shares of our Common Stock, the holders of the Pre-Funded Warrants
do not have the rights or privileges of holders of our Common
Stock, including any voting rights, until they exercise their
Pre-Funded Warrants.
Fundamental
Transaction. In
the event of a fundamental transaction, as described in the
Pre-Funded Warrants and generally including any reorganization,
recapitalization or reclassification of our Common Stock, the sale,
transfer or other disposition of all or substantially all of our
properties or assets, our consolidation or merger with or into
another person, the acquisition of more than 50% of our outstanding
Common Stock, or any person or group becoming the beneficial owner
of 50% of the voting power represented by our outstanding Common
Stock, the holders of the Pre-Funded Warrants will be entitled to
receive upon exercise of the Pre-Funded Warrants the kind and
amount of securities, cash or other property that the holders would
have received had they exercised the Pre-Funded Warrants
immediately prior to such fundamental transaction.
S-14
Table of
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PLAN OF
DISTRIBUTION
We have engaged
H.C. Wainwright & Co., LLC (the "placement
agent") to act as our exclusive placement agent in connection with
this offering. The placement agent proposes to arrange for the sale
of the Common Stock, Pre-Funded Warrants and Warrants we are
offering pursuant to this prospectus supplement and accompanying
prospectus. The placement agent has no commitment to buy any of the
securities. We will make offers only to a limited number of
institutional buyers and accredited investors. We will enter into a
securities purchase agreement directly with investors in connection
with this offering and we will only sell to investors who have
entered into securities purchase agreements with us. We may not
sell the entire amount of shares of our Common Stock, Warrants and
Pre-Funded Warrants offered pursuant to this prospectus supplement.
The placement will have no authority to bind us by virtue of its
engagement. Further, the placement agent does not guarantee that it
will be able to raise new capital in any prospective offering. The
placement agent may retain sub-agents and selected dealers in
connection with this offering. We may not sell the entire amount of
the securities being offered pursuant to this prospectus
supplement.
Delivery of the
shares of our Common Stock, Warrants and Pre-Funded Warrants being
offered pursuant to this prospectus supplement and the accompanying
prospectus is expected to be made on or about September 25, 2020,
subject to satisfaction of certain closing conditions.
We have agreed
to indemnify the placement agent against specified liabilities
relating to or arising out of the agent's activities as placement
agent.
Fees and Expenses
We have agreed
to pay the placement agent a total cash fee equal to 6.0% of the
aggregate gross proceeds of raised in the offering, minus $420,000
payable by the Company to a financial advisory firm for services
related to this offering.
In addition,
the Company shall pay the placement agent (i) 6.0% of the
aggregate gross proceeds to be received, if any, from the cash
exercise of any warrants issued to investors in this offering from
the exercise of warrants during the fifteen (15) months period
commencing on the issuance date and (ii) 4.0% of the aggregate
gross proceeds to be received, if any, from the cash exercise of
any warrants issued in the offering from the exercise of warrants
during the remainder term of such warrants.
The Company has
also agreed to pay the placement agent non-accountable expenses of
$50,000 as well as $12,900 for the clearing fees of the placement
agent in connection with this offering.
We estimate the
total expenses of this offering paid or payable by us will be
approximately $2.3 million. After deducting the fees due to
the placement agent and our estimated expenses in connection with
this offering, we expect the net proceeds from this offering will
be approximately $32.7 million.
Tail Financing Payments
We have also
agreed to pay the placement agent, subject to certain exceptions, a
tail fee equal to the cash and warrant compensation in this
offering, if any investor, who was contacted or introduced to the
Company by placement agent during the term of its engagement or
introduced to us by placement agent during the term of its
engagement, provides us with capital in any public or private
offering or other financing or capital raising transaction during
the 6-month period following the termination or expiration of our
engagement agreement.
S-15
Table of
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Regulation M
The placement
agent may be deemed to be an underwriter within the meaning of
Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the
securities sold by it while acting as principal might be deemed to
be underwriting discounts or commissions under the Securities Act.
As an underwriter, the placement agent would be required to comply
with the requirements of the Securities Act and the Exchange Act,
including, without limitation, Rule 415(a)(4) under the Securities
Act and Rule 10b-5 and Regulation M under the Exchange Act. These
rules and regulations may limit the timing of purchases and sales
of common shares by Wainwright acting as principal. Under these
rules and regulations, the placement agent:
- •
- may not engage in any
stabilization activity in connection with our securities;
and
- •
- may not bid for or
purchase any of our securities or attempt to induce any person to
purchase any of our securities, other than as permitted under the
Exchange Act, until it has completed its participation in the
distribution.
Other Relationships
From time to
time, the placement agent may provide in the future various
advisory, investment and commercial banking and other services to
us in the ordinary course of business, for which they have received
and may continue to receive customary fees and commissions.
However, except as disclosed in this prospectus supplement, we have
no present arrangements with the placement agent for any further
services.
Listing of Common Stock
Our Common
Stock is listed on The Nasdaq Global Market, or Nasdaq, under the
symbol "RMTI." The last reported sale price of our Common Stock on
September 22, 2020 was $1.68 per share.
S-16
Table of
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LEGAL
MATTERS
Certain legal
matters relating to the issuance of the securities offered by this
prospectus supplement will be passed upon for us by Gibson,
Dunn & Crutcher, LLP, San Francisco,
California.
EXPERTS
The financial
statements incorporated in this prospectus supplement by reference
to our
Annual Reports on Form 10-K for the years ended
December 21, 2019 and
December 31, 2018, respectively, have been so incorporated
in reliance on the report of Marcum LLP, an independent
registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
S-17
Table of
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WHERE YOU CAN FIND MORE
INFORMATION
We file annual,
quarterly and current reports, proxy statements and other
information with the SEC. We also filed a registration statement on
Form S-3, including exhibits, under the Securities Act with
respect to the securities offered by this prospectus supplement and
the accompanying prospectus. This prospectus supplement and the
accompanying prospectus are a part of that registration statement,
but do not contain all of the information included in the
registration statement or the exhibits. You can find our public
filings with the SEC on the internet at a web site maintained by
the SEC located at www.sec.gov.
S-18
Table of
Contents
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
We are
"incorporating by reference" specific documents that we file with
the SEC, which means that we can disclose important information to
you by referring you to those documents that are considered part of
this prospectus supplement and the accompanying prospectus.
Information that we file subsequently with the SEC will
automatically update and supersede this information. We incorporate
by reference the documents listed below, and any documents that we
file with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date of this prospectus supplement
until the termination of the offering of all of the securities
registered pursuant to the registration statement of which the
accompanying prospectus is a part (excluding any portions of such
documents that have been "furnished" but not "filed" for purposes
of the Exchange Act):
- •
-
Our Annual report on Form 10-K for the year ended
December 31, 2019, filed with the SEC on March 17,
2020;
- •
- Our
Current Reports on Form 10-Q for the quarter ended
March 31, 2020, filed with the SEC on May 11, 2020,
and the
quarter ended on June 20, 2020, filed with the SEC on
August 10, 2020;
- •
-
Our Definitive Proxy Statement filed with the SEC on April 20,
2020;
- •
- Our Current Reports
on Form 8-K, filed with the SEC on
January 9, 2020,
January 15, 2020 (two
reports),
February 6, 2020,
February 21, 2020,
March 2, 2020,
March 12, 2020,
March 20, 2020,
March 27, 2020,
April 1, 2020,
April 20, 2020,
May 11, 2020,
May 21, 2020,
June 10, 2020,
June 19, 2020,
June 29, 2020,
July 13, 2020,
July 22, 2020,
August 10, 2020,
September 9, 2020, and
September 17, 2020 (except for the information furnished
under Items 2.02 or 7.01 and the exhibits furnished thereto);
and
- •
-
the description of our common stock contained in our registration
statement on Form 8-A which was filed on January 23,
1998, including any amendments or reports filed for the purpose of
updating such description.
We also
incorporate by reference all documents (other than current reports
furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items)
that are filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act on or after the date of this
prospectus supplement but prior to the termination of this
offering. These documents include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy
statements.
Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference into this document will be deemed to be
modified or superseded for purposes of the document to the extent
that a statement contained in this document or any other
subsequently filed document that is deemed to be incorporated by
reference into this document modifies or supersedes the
statement.
We will
provide, without charge to you, upon written or oral request, a
copy of any or all of the documents incorporated by reference in
this prospectus supplement, other than exhibits to those documents,
unless the exhibits are specifically incorporated by reference in
those documents. Requests should be directed to our principal
executive offices at:
Rockwell Medical, Inc.
411 Hackensack Ave., Suite 501
Hackensack, NJ 07601
(248) 960-9009
Attention: David Kull, Secretary
You can also
find these filings on our website at www.rockwellmed.com. We are not
incorporating the information on our website other than these
filings into this prospectus supplement.
S-19
Table of
Contents
PROSPECTUS

ROCKWELL MEDICAL, INC.
DEBT
SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
SUBSCRIPTION RIGHTS
SECURITIES PURCHASE CONTRACTS
UNITS
We may offer
and sell from time to time up to $200 million of any
combination of the securities described in this prospectus, from
time to time, in one or more offerings, in amounts, at prices and
on terms determined at the times of offerings.
This prospectus
describes the general manner in which our securities may be offered
using this prospectus. We will provide specific terms of the
securities, including the offering prices, in one or more
supplements to this prospectus. The supplements may also add,
update or change information contained in this prospectus. You
should read this prospectus and the prospectus supplement relating
to the specific issue of securities carefully before you
invest.
We may offer
the securities for sale directly to the purchasers or through one
or more underwriters, dealers and agents to be designated at a
future date. The supplements to this prospectus will provide the
specific terms of the plan of distribution.
Our common
stock is listed on the Nasdaq Global Market and traded under the
symbol "RMTI." The last reported sale price of the common stock on
September 13, 2018 was $4.12 per share. Each prospectus
supplement will indicate if the securities offered thereby will be
listed on any securities exchange.
Investing
in our securities involves risk. Please read carefully the section
entitled "Risk Factors" on Page 4 of this prospectus and any
similar section contained in the applicable prospectus supplement
and/or other offering material concerning factors you should
consider before investing in our securities which may be offered
hereby.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
The
date of this prospectus is October 1, 2018
Table of
Contents
TABLE OF CONTENTS
|
|
|
|
|
ABOUT THIS PROSPECTUS
|
|
|
1 |
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
|
|
|
1 |
|
OUR COMPANY
|
|
|
3 |
|
RISK FACTORS
|
|
|
4 |
|
USE OF PROCEEDS
|
|
|
5 |
|
DILUTION
|
|
|
6 |
|
SECURITIES TO BE OFFERED
|
|
|
7 |
|
RATIO OF EARNINGS TO FIXED CHARGES
|
|
|
8 |
|
DESCRIPTION OF DEBT SECURITIES
|
|
|
9 |
|
DESCRIPTION OF CAPITAL STOCK
|
|
|
20 |
|
DESCRIPTION OF WARRANTS
|
|
|
22 |
|
DESCRIPTION OF SUBSCRIPTION RIGHTS
|
|
|
24 |
|
DESCRIPTION OF SECURITIES PURCHASE
CONTRACTS
|
|
|
25 |
|
DESCRIPTION OF UNITS
|
|
|
26 |
|
PLAN OF DISTRIBUTION
|
|
|
27 |
|
WHERE YOU CAN FIND MORE INFORMATION
|
|
|
30 |
|
LEGAL MATTERS
|
|
|
31 |
|
EXPERTS
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31 |
|
Table of
Contents
ABOUT THIS PROSPECTUS
Unless the
context otherwise requires, references in this prospectus to
"Rockwell," "we," "us," "our" and "ours" refer to Rockwell
Medical, Inc., and include its consolidated subsidiaries where
the context so requires.
This prospectus
is part of a registration statement on Form S-3 that we filed
with the Securities and Exchange Commission, or the SEC, using a
"shelf" registration process. Under this shelf registration
process, we may, from time to time, sell the securities described
in this prospectus, in one or more offerings, up to the maximum
aggregate dollar amount $200,000,000. This prospectus provides you
with a general description of the securities that we may offer.
Each time we offer securities, we will provide a prospectus
supplement and/or other offering material that will contain
specific information about the terms of that offering. The
prospectus supplement and/or other offering material may also add,
update or change information contained in this prospectus. You
should read this prospectus and the applicable prospectus
supplement and any other offering material together with the
additional information described under the heading "Where You Can
Find More Information."
You should rely
only on the information contained or incorporated by reference in
this prospectus and in any prospectus supplement or other offering
material. We have not authorized any other person to provide you
with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not
making offers to sell the securities in any jurisdiction in which
an offer is not authorized or in which the person making that offer
is not qualified to do so or to anyone to whom it is unlawful to
make an offer. You should not assume that the information contained
in this prospectus or any prospectus supplement or any other
offering material, or the information we previously filed with the
SEC that we incorporate by reference in this prospectus or any
prospectus supplement, is accurate as of any date other than its
respective date. Our business, financial condition, results of
operations and prospects may have changed since those
dates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
We make
forward-looking statements in this registration statement and may
make such statements in future filings with the Securities and
Exchange Commission, or SEC. We may also make forward-looking
statements in our press releases or other public or shareholder
communications. Our forward-looking statements are subject to risks
and uncertainties and include information about our expectations
and possible or assumed future results of our operations. When we
use words such as "may," "might," "will," "should," "believe,"
"expect," "anticipate," "estimate," "continue," "could," "plan,"
"potential," "predict," "forecast," "project," "intend," or similar
expressions, or make statements regarding our intent, belief, or
current expectations, we are making forward-looking
statements.
These
forward-looking statements are neither promises nor guarantees of
future performance due to a variety of risks and uncertainties,
many of which are beyond our control, which could cause actual
results to differ materially from those indicated by these
forward-looking statements, including, without limitation, risks
relating to:
- •
- the timing and
commercial success of the commercial launch of our proprietary
products and new business strategy;
- •
- the timing and
success of obtaining Medicare and other third-party reimbursement
approval for our products, including Triferic;
- •
- the timing and
success of filing of applications for new regulatory approvals in
the United States and abroad, including for our planned intravenous
formulation of Triferic;
- •
- our liquidity and
capital resources;
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- •
- future results of
operations and the financial condition of the Company;
- •
- our dependence on key
employees and our ability to integrate new members of our
management team;
- •
- the timing and
success of clinical studies of the Company's drug candidates,
including planned studies of Triferic in China and a pediatric
study of Triferic;
- •
- the manufacture of
our products in compliance with the FDA's current Good
Manufacturing Practices;
- •
- the ability to
maintain compliance with SEC and Nasdaq rules; and
- •
- other risks more
fully discussed in the "Risk Factors" section in this prospectus,
the section of any accompanying prospectus supplement entitled
"Risk Factors" and the risk factors and cautionary statements
described in other documents that we file from time to time with
the SEC, specifically under "Risk Factors" and elsewhere in our
most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q.
We claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995
for all of our forward-looking statements. While we believe that
our forward-looking statements are reasonable, you should not place
undue reliance on any such forward-looking statements, which are
based on information available to us on the date of this report or,
if made elsewhere, as of the date made. Because these
forward-looking statements are based on estimates and assumptions
that are subject to significant business, economic and competitive
uncertainties, many of which are beyond our control or are subject
to change, actual results could be materially different. See "Risk
Factors" in this prospectus for more information. You should
consider these factors and other cautionary statements made in this
prospectus and in the documents we incorporate by reference as
being applicable to all related forward-looking statements wherever
they appear in this prospectus and in the documents incorporated by
reference.
Other factors
not currently anticipated may also materially and adversely affect
our results of operations, cash flows and financial position. We do
not undertake any obligation to update or alter any statements
whether as a result of new information, future events or otherwise,
except as required by law.
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OUR COMPANY
We are a
specialty pharmaceutical company targeting end-stage renal disease
("ESRD") and chronic kidney disease with products for the treatment
of iron deficiency, secondary hyperparathyroidism and hemodialysis
(also referred to as "dialysis").
We are
currently marketing and developing unique, proprietary renal drug
therapies. These renal drug therapies support disease management
initiatives to improve the quality of life and care of dialysis
patients and are designed to deliver safe and effective therapy,
while decreasing drug administration costs and improving patient
convenience and outcome. We have also obtained licenses for certain
dialysis related drugs which we are developing and planning to
market in major markets globally either directly or through license
partners.
We are also a
manufacturer of hemodialysis concentrates/dialysates to dialysis
providers and distributors in the United States and abroad. We
manufacture, sell and distribute hemodialysis concentrates and
other ancillary medical products and supplies used in the treatment
of patients with ESRD. We also supply dialysis concentrates to
distributors serving a number of foreign countries, primarily in
the Americas and the Pacific Rim. The majority of our sales occur
in the United States.
We are
regulated by the United States Food and Drug Administration ("FDA")
under the Federal Drug and Cosmetics Act, as well as by other
federal, state and local agencies. We hold several FDA product
approvals including both drugs and medical devices.
We are a
Michigan corporation and our corporate headquarters are located at
30142 Wixom Road, Wixom, Michigan 48393. Our telephone number is
(248) 960-9009 and our Internet website address is
www.rockwellmed.com. We do not incorporate the information on our
website into this prospectus, and you should not consider it part
of this prospectus.
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RISK FACTORS
Investing in
our securities involves risks. Before making an investment
decision, you should carefully consider the risks and other
information we include or incorporate by reference in this
prospectus and any prospectus supplement. In particular, you should
consider the risk factors described under the heading "Risk
Factors" in our most recent Annual Report on Form 10-K and in
Item 1A of our Quarterly Report on Form 10-Q for the
period ended June 30, 2018 under the heading "Risk Factors,"
as may be revised or supplemented by our subsequent Quarterly
Reports on Form 10-Q or Current Reports of Form 8-K, each
of which are on file with the SEC and are incorporated herein by
reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the
future. In addition to those risk factors, there may be additional
risks and uncertainties of which are not currently known to us or
that we currently deem immaterial. Our business, financial
condition or results of operations could be materially adversely
affected by any of these risks. The occurrence of any of these
risks might cause you to lose all or part of your investment in the
offered securities. Additional risk factors may be included in a
prospectus supplement relating to a particular offering of
securities.
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USE OF PROCEEDS
Except as may
be otherwise set forth in the applicable prospectus supplement
accompanying this prospectus, the net proceeds from the sale of the
securities will be used for general corporate purposes, including
potentially expanding existing businesses, acquiring businesses and
investing in other business opportunities. Pending such use, we may
temporarily invest the net proceeds in short-term
investments.
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DILUTION
We will set
forth in a prospectus supplement the following information
regarding any material dilution of the equity interests of
investors purchasing securities in an offering under this
prospectus:
- •
- the net tangible book
value per share of our equity securities before and after the
offering;
- •
- the amount of the
increase in such net tangible book value per share attributable to
the cash payments made by purchasers in the offering; and
- •
- the amount of the
immediate dilution from the public offering price which will be
absorbed by such purchasers.
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SECURITIES TO BE OFFERED
We may offer,
from time to time and in one or more offerings, debt securities,
shares of common stock, shares of preferred stock, warrants,
subscription rights, securities purchase contracts and units. Set
forth herein and below is a general description of the securities
that we may offer hereunder. We will set forth in the applicable
prospectus supplement a specific description of the securities that
may be offered under this prospectus. The terms of the offering of
securities, the initial offering price and the net proceeds will be
contained in the prospectus supplement and/or other offering
material relating to such offering.
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RATIO OF EARNINGS TO FIXED
CHARGES
As of the date
of this prospectus and for the previous five fiscal years, we had
no fixed charges and no shares of preferred stock for which we are
required to make dividend payments. Accordingly, we have no ratio
of earnings to fixed charges and no ratio of earnings to combined
fixed charges and preferred stock dividends, to illustrate for
these periods. To the extent applicable at the time of filing, we
will provide any ratios of earnings to fixed charges in the
applicable prospectus supplement or in a document that we file with
the SEC and incorporate by reference in the future.
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DESCRIPTION OF DEBT SECURITIES
The following
description of the terms of the debt securities sets forth general
terms that may apply to the debt securities and provisions of the
indenture that will govern the debt securities, and is not
complete. We will describe the particular terms of any debt
securities in the prospectus supplement relating to those debt
securities.
The debt
securities will be our senior debt securities and will be issued
under an indenture between us and a trustee, a form of which is
incorporated by reference into this prospectus and attached as an
exhibit to the registration statement of which this prospectus is a
part. See "Where You Can Find More Information." We refer to this
indenture as the "indenture."
The following
is a summary of some provisions of the indenture. The following
summary does not purport to be complete, and is subject to, and
qualified in its entirety by reference to, all of the provisions of
the indenture, including the definitions of specified terms used in
the indenture, and the debt securities. We encourage you to read
the indenture and the debt securities because they, and not this
description, set forth your rights as a holder of our debt
securities. We will describe the particular terms of any debt
securities in the prospectus supplement relating to those debt
securities. Parenthetical section references under this heading are
references to sections in the indenture unless we indicate
otherwise.
General Terms
The indenture
does not limit the amount of debt securities that we may issue.
(Section 301). The indenture provides that debt securities may
be issued up to the principal amount authorized by us from time to
time. The debt securities will be unsecured and will have the same
rank as all of our other unsecured debt. None of our subsidiaries,
if any, will have any obligations with respect to the debt
securities. Therefore, our rights and the rights of our creditors,
including holders of senior debt securities and subordinated debt
securities, to participate in the assets of any subsidiary will be
subject to the prior claims of the creditors of any such
subsidiaries.
We may issue
the debt securities in one or more separate series of senior debt
securities. (Section 301). The prospectus supplement relating
to the particular series of debt securities being offered will
specify the particular amounts, prices and terms of those debt
securities. These terms may include:
- •
- the title of the debt
securities and the series in which the debt securities will be
included;
- •
- the authorized
denominations and aggregate principal amount of the debt
securities;
- •
- the date or dates on
which the principal and premium, if any, are payable;
- •
- the rate or rates per
annum at which the debt securities will bear interest, if there is
any interest, or the method or methods of calculating interest and
the date from which interest will accrue;
- •
- the place or places
where the principal of and any premium and interest on the debt
securities will be payable;
- •
- the dates on which
the interest will be payable and the corresponding record
dates;
- •
- the period or periods
within which, the price or prices at which, and the terms and
conditions on which, the debt securities may be redeemed, in whole
or in part, at our option;
- •
- whether the debt
securities of the series will be issued in whole or in part;
- •
- whether the debt
securities of the series will be issued in the form of a global
security and, if so, the name of the applicable depositary and
global exchange agent;
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- •
- any obligation to
redeem, repay or purchase debt securities pursuant to any sinking
fund or analogous provisions or at the option of a holder;
- •
- the portion of the
principal amount of the debt securities payable upon declaration of
the acceleration of the maturity of the debt securities;
- •
- the person to whom
any interest on any debt security will be payable if other than the
person in whose name the debt security is registered on the
applicable record date;
- •
- any events of
default, covenants or warranties applicable to the debt
securities;
- •
- the currency,
currencies or composite currency of denomination of the debt
securities;
- •
- the currency,
currencies or composite currencies in which payments on the debt
securities will be payable and whether the holder may elect payment
to be made in a different currency;
- •
- whether and under
what conditions we will pay additional amounts to holders of the
debt securities;
- •
- the terms and
conditions of any conversion or exchange provisions in respect of
the debt securities;
- •
- the terms pursuant to
which our obligation under the indenture may be terminated through
the deposit of money or government obligations;
- •
- whether the debt
securities of the series will be subordinated in right of payment
to senior indebtedness; and
- •
- any other specific
terms of the debt securities not inconsistent with the indenture.
(Section 301).
Unless otherwise
specified in the applicable prospectus supplement, the debt
securities will not be listed on any securities
exchange.
Unless the
applicable prospectus supplement specifies otherwise, we will issue
the debt securities in fully registered form without coupons. If we
issue debt securities of any series in bearer form, the applicable
prospectus supplement will describe the special restrictions and
considerations, including special offering restrictions and special
federal income tax considerations, applicable to those debt
securities and to payment on and transfer and exchange of those
debt securities.
U.S. Federal Income Tax Considerations
We may issue
the debt securities as original issue discount securities, bearing
no interest or bearing interest at a rate, which, at the time of
issuance, is below market rates, to be sold at a substantial
discount below their principal amount. We will describe some
special U.S. federal income tax and other considerations applicable
to any debt securities that are issued as original issue discount
securities in the applicable prospectus supplement. We encourage
you to consult with your own tax and financial advisors on these
important matters.
Payment, Registration, Transfer and Exchange
Subject to any
applicable laws or regulations, we will make payments on the debt
securities at a designated office or agency, unless the applicable
prospectus supplement otherwise sets forth. At our option, however,
we may also make interest payments on the debt securities in
registered form:
- •
- by checks mailed to
the persons entitled to interest payments at their registered
addresses; or
- •
- by wire transfer to
an account maintained by the person entitled to interest payments
as specified in the security register.
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Unless the applicable
prospectus supplement otherwise indicates, we will pay any
installment of interest on debt securities in registered form to
the person in whose name the debt security is registered at the
close of business on the regular record date for that installment
of interest. (Section 307). If a holder wishes to receive
payment by wire transfer, the holder should provide the paying
agent with written wire transfer instructions at least 15 days
prior to the payment date.
Unless the
applicable prospectus supplement otherwise sets forth, debt
securities issued in registered form will be transferable or
exchangeable at the agency we may designate from time to time. Debt
securities may be transferred or exchanged without service charge,
other than any tax or other governmental charge imposed in
connection with the transfer or exchange.
(Section 305).
Book-Entry Procedures
The applicable
prospectus supplement for each series of debt securities will state
whether those debt securities will be subject to the following
provisions.
Unless debt
securities in physical form are issued, we will issue the debt
securities in whole or in part in the form of one or more global
certificates, which we refer to as global securities, in
denominations of $1,000 or any integral multiple of $1,000. We will
deposit the global securities with or on behalf of The Depository
Trust Company, which we refer to as DTC, and registered in the name
of Cede & Co., as nominee of DTC. Beneficial
interests in the global securities may be held through the
Euroclear System ("Euroclear") and Clearstream Banking, S.A.
("Clearstream") (as indirect participants in DTC).
We have
provided the following descriptions of the operations and
procedures of DTC, Euroclear and Clearstream solely as a matter of
convenience. These operations and procedures are solely within the
control of DTC, Euroclear and Clearstream and are subject to change
by them from time to time. Neither we, any underwriter nor the
trustee take any responsibility for these operations or procedures,
and you are urged to contact DTC, Euroclear or Clearstream directly
to discuss these matters.
DTC has advised
us that:
- •
- DTC is a
limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under Section 17A of
the Exchange Act;
- •
- DTC holds securities
that its direct participants deposit with DTC and facilitates the
settlement among direct participants of securities transactions,
such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in direct participants'
accounts, thereby eliminating the need for physical movement of
securities certificates;
- •
- direct participants
include securities brokers and dealers, trust companies, clearing
corporations and other organizations;
- •
- DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation,
which is owned by the users of its regulated subsidiaries;
- •
- access to the DTC
system is also available to indirect participants such as
securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly; and
- •
- the rules applicable
to DTC and its direct and indirect participants are on file with
the SEC.
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We expect that
under procedures established by DTC:
- •
- upon deposit of the
global securities with DTC or its custodian, DTC will credit on its
internal system the accounts of direct participants designated by
the underwriters with portions of the principal amounts of the
global securities; and
- •
- ownership of the debt
securities will be shown on, and the transfer of ownership of the
debt securities will be effected only through, records maintained
by DTC or its nominee, with respect to interests of direct
participants, and the records of direct and indirect participants,
with respect to interests of persons other than
participants.
Investors in
the global securities who are participants in DTC's system may hold
their interests therein directly through DTC. Investors in the
global notes who are not participants may hold their interests
therein indirectly through organizations (including Euroclear and
Clearstream) which are participants in such system. Euroclear and
Clearstream may hold interests in the global securities on behalf
of their participants through customers' securities accounts in
their respective names on the books of their respective
depositories, which are Euroclear Bank S.A./N.V., as operator
of Euroclear, and Citibank, N.A., as depository of Clearstream. All
interests in a securities, including those held through Euroclear
or Clearstream, may be subject to the procedures and requirements
of DTC. Those interests held through Euroclear or Clearstream may
also be subject to the procedures and requirements of such
systems.
The laws of
some jurisdictions require that purchasers of securities take
physical delivery of those securities in the form of a certificate.
For that reason, it may not be possible to transfer interests in a
global security to those persons. In addition, because DTC can act
only on behalf of its participants, who in turn act on behalf of
persons who hold interests through participants, the ability of a
person having an interest in a global security to pledge or
transfer that interest to persons or entities that do not
participate in DTC's system, or otherwise to take actions in
respect of that interest, may be affected by the lack of a physical
definitive security in respect of that interest.
So long as DTC
or its nominee is the registered owner of a global security, DTC or
that nominee will be considered the sole owner or holder of the
debt securities represented by that global security for all
purposes under the indenture and under the debt securities. Except
as described below, owners of beneficial interests in a global
security will not be entitled to have debt securities represented
by that global security registered in their names, will not receive
or be entitled to receive the debt securities in the form of a
physical certificate and will not be considered the owners or
holders of the debt securities under the indenture or under the
debt securities, and may not be entitled to give the trustee
directions, instructions or approvals. For that reason, each holder
owning a beneficial interest in a global security must rely on
DTC's procedures and, if that holder is not a direct or indirect
participant in DTC, on the procedures of the DTC participant
through which that holder owns its interest, to exercise any rights
of a holder of debt securities under the indenture or the global
security.
Neither we nor
the trustee will have any responsibility or liability for any
aspect of DTC's records relating to the debt securities or relating
to payments made by DTC on account of the debt securities, or any
responsibility to maintain, supervise or review any of DTC's
records relating to the debt securities.
We will make
payments on the debt securities represented by the global
securities to DTC or its nominee, as the registered owner of the
debt securities. We expect that when DTC or its nominee receives
any payment on the debt securities represented by a global
security, DTC will credit participants' accounts with payments in
amounts proportionate to their beneficial interests in the global
security as shown in DTC's records. We also expect that payments by
DTC's participants to owners of beneficial interests in the global
security held through those participants will be governed by
standing instructions and customary practice as is now the case
with securities held for the accounts of
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customers registered
in the names of nominees for such customers. DTC's participants
will be responsible for those payments.
Payments on the
debt securities represented by the global securities will be made
in immediately available funds. Transfers between participants in
DTC will be made in accordance with DTC's rules and will be settled
in immediately available funds.
Transfers
between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds, and
transfers between participants in Euroclear and Clearstream will be
effected in accordance with their respective rules and operating
procedures.
Cross-market
transfers between the participants in DTC, on the one hand, and
Euroclear or Clearstream participants, on the other hand, will be
effected through DTC in accordance with DTC's rules on behalf of
Euroclear or Clearstream, as the case may be, by its depository;
however, such cross-market transactions will require delivery of
instructions to Euroclear or Clearstream, as the case may be, by
the counterparty in such system in accordance with the rules and
procedures and within the established deadlines (European time) of
such system. Euroclear or Clearstream, as the case may be, will, if
the transaction meets its settlement requirements, deliver
instructions to its respective depository to take action to effect
final settlement on its behalf by delivering or receiving interests
in the relevant global security in DTC, and making or receiving
payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly to
the depositories for Euroclear or Clearstream.
DTC has advised
us that it will take any action permitted to be taken by a holder
of notes only at the direction of one or more participants to whose
account DTC has credited the interests in the global securities and
only in respect of such portion of the aggregate principal amount
of the notes as to which such participant or participants has or
have given such direction. However, if there is an event of default
under the notes, DTC reserves the right to exchange the global
securities for certificated notes, and to distribute such notes to
its participants.
Although DTC,
Euroclear and Clearstream have agreed to the foregoing procedures
to facilitate transfers of interests in the global securities among
participants in DTC, Euroclear and Clearstream, they are under no
obligation to perform or to continue to perform such procedures,
and may discontinue such procedures at any time. None of the
trustee, us or any of their or our respective agents will have any
responsibility for the performance by DTC, Euroclear or Clearstream
or their respective direct or indirect participants of their
respective obligations under the rules and procedures governing
their operations.
Physical
certificates will be issued to holders of a global security, or
their nominees, if:
- •
- DTC advises the
trustee in writing that DTC is no longer willing, able or eligible
to discharge properly its responsibilities as depository and we are
unable to locate a qualified successor; or
- •
- we decide in our sole
discretion to terminate the book-entry system through DTC.
(Section 305).
In such event, the
trustee will notify all holders of debt securities through DTC
participants of the availability of such physical debt securities.
Upon surrender by DTC of a definitive global note representing the
debt securities and receipt of instructions for reregistration, the
trustee will reissue the debt securities in physical form to
holders or their nominees. (Section 305).
Debt securities
in physical form will be freely transferable and exchangeable at
the office of the trustee upon compliance with the requirements set
forth in the indenture.
No service
charge will be imposed for any registration of transfer or
exchange, but payment of a sum sufficient to cover any tax or other
governmental charge may be required. (Section 305).
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Same Day Settlement and Payment
We will make
payments in respect of the notes represented by the global
securities (including principal, premium, if any, and interest) by
wire transfer of immediately available funds to the accounts
specified by the global securities holder. We will make all
payments of principal, interest and premium, if any, with respect
to certificated notes by wire transfer of immediately available
funds to the accounts specified by the holders of the certificated
notes or, if no such account is specified, by mailing a check to
each such holder's registered address. The notes represented by the
global securities are expected to be eligible to trade in DTC's
Same-Day Funds Settlement System, and any permitted secondary
market trading activity in such notes will, therefore, be required
by DTC to be settled in immediately available funds. We expect that
secondary trading in any certificated notes will also be settled in
immediately available funds.
Because of time
zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a global security
from a participant in DTC will be credited, and any such crediting
will be reported to the relevant Euroclear or Clearstream
participant, during the securities settlement processing day (which
must be a business day for Euroclear and Clearstream) immediately
following the settlement date of DTC. DTC has advised us that cash
received in Euroclear or Clearstream as a result of sales of
interests in a global securities by or through a Euroclear or
Clearstream participant to a participant in DTC will be received
with value on the settlement date of DTC but will be available in
the relevant Euroclear or Clearstream cash account only as of the
business day for Euroclear or Clearstream following DTC's
settlement date.
Consolidation, Merger or Sale by the Company
The indenture
generally permits a consolidation or merger between us and another
U.S. legal entity. It also permits the sale or transfer by us of
all or substantially all of our property and assets to another
legal entity. These transactions are permitted if:
- •
- (A) we are the
continuing or surviving legal entity, or (B) the resulting or
acquiring legal entity, if other than us, assumes all of our
responsibilities and liabilities under the indenture, including the
payment of all amounts due on the debt securities and performance
of the covenants in the indenture;
- •
- immediately after the
transaction, no event of default exists. (Section 801);
and
- •
- the trustee shall
have received an officer's certificate and an opinion stating such
consolidation, merger, conveyance, transfer or lease and, if
applicable, the corresponding supplemental indenture, are in
compliance with the base indenture.
Even though the
indenture contains the provisions described above, we are not
required by the indenture to comply with those provisions if we
sell all of our property and assets to another U.S. legal entity
if, immediately after the sale, that legal entity is one of our
wholly-owned subsidiaries. (Section 801).
If we
consolidate or merge with or into any other legal entity or sell
all or substantially all of our assets according to the terms and
conditions of the indenture, the resulting or acquiring legal
entity will be substituted for us in the indenture with the same
effect as if it had been an original party to the indenture. As a
result, the successor legal entity may exercise our rights and
powers under the indenture, in our name or in its own name and we
will be released from all our liabilities and obligations under the
indenture and under the debt securities.
(Section 801).
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Events of Default, Notice and Certain Rights on
Default
Unless
otherwise stated in the applicable prospectus supplement, an "event
of default," when used with respect to any series of debt
securities, means any of the following:
- •
- failure to pay
interest on any debt security of that series for 30 days after
the payment is due;
- •
- failure to pay the
principal of or any premium on any debt security of that series
when due;
- •
- failure to deposit
any sinking fund payment on debt securities of that series when
due;
- •
- failure to perform
any other covenant in the indenture that applies to debt securities
of that series for 90 days after we have received written
notice of the failure to perform in the manner specified in the
indenture;
- •
- an event of default
under any debt by the company or any significant subsidiary of the
company (including a default with respect to any series of debt
securities) that results in debt of an outstanding principal amount
greater than $75,000,000 becoming or being declared due and
payable;
- •
- certain events in
bankruptcy, insolvency or reorganization; or
- •
- any other event of
default that may be specified for the debt securities of that
series when that series is created. (Section 502).
If an event of
default for any series of debt securities occurs and continues, the
trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the series may declare
the entire principal of all the debt securities of that series to
be due and payable immediately. If a declaration occurs, the
holders of a majority of the aggregate principal amount of the
outstanding debt securities of that series can, subject to certain
conditions, rescind the declaration. (Section 502).
The prospectus
supplement relating to each series of debt securities which are
original issue discount securities will describe the particular
provisions that relate to the acceleration of maturity of a portion
of the principal amount of that series when an event of default
occurs and continues.
An event of
default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of
debt securities issued under the indenture.
The indenture
requires us to furnish an officer's certificate to the trustee each
year as to the knowledge of our principal executive, financial or
accounting officer of our compliance with all conditions and
covenants under the indenture. (Section 1008). The trustee
will transmit by mail to the holders of debt securities of a series
notice of any default.
Other than its
duties in the case of a default, the trustee will not be obligated
to exercise any of its rights or powers under an indenture at the
request, order or direction of any holders, unless the holders
offer the trustee indemnification satisfactory to the trustee.
(Section 603). If indemnification satisfactory to the trustee
is provided, then, subject to certain other rights of the trustee,
the holders of a majority in principal amount of the outstanding
debt securities of any series may, with respect to the debt
securities of that series, direct the time, method and place
of:
- •
- conducting any
proceeding for any remedy available to the trustee; or
- •
- exercising any trust
or power conferred upon the trustee.
(Section 512).
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The holder of a
debt security of any series will have the right to begin any
proceeding with respect to the indenture or for any remedy only
if:
- •
- the holder has
previously given the trustee written notice of a continuing event
of default with respect to that series;
- •
- the holders of at
least 25% in aggregate principal amount of the outstanding debt
securities of that series have made a written request of, and
offered reasonable indemnification to, the trustee to begin the
proceeding;
- •
- the trustee has not
started the proceeding within 60 days after receiving the
request; and
- •
- the trustee has not
received directions inconsistent with the request from the holders
of a majority in aggregate principal amount of the outstanding debt
securities of that series during those 60 days.
(Section 507).
The holders of
not less than a majority in aggregate principal amount of any
series of debt securities, by notice to the trustee for that
series, may waive, on behalf of the holders of all debt securities
of that series, any past default or event of default with respect
to that series and its consequences. (Section 513). A default
or event of default in the payment of the principal of, or premium
or interest on, any debt security and certain other defaults may
not, however, be waived. (Sections 508 and 513).
Modification of the Indenture
We, as well as
the trustee for a series of debt securities, may enter into one or
more supplemental indentures, without the consent of, or notice to,
the holders of any of the debt securities, in order to:
- •
- evidence the
succession of another corporation to us and the assumption of our
covenants by a successor;
- •
- add to our covenants
or surrender any of our rights or powers;
- •
- add additional events
of default for any series;
- •
- change or eliminate
any restrictions on the payment of principal of (or premium, if
any, on) debt securities, provided such action will not adversely
affect the interest of holders of any series of debt securities in
any material respect;
- •
- permit or facilitate
the issuance of debt securities in uncertificated form, provided
such action will not adversely affect the interests of holders of
any series of debt securities in any material respect;
- •
- secure the debt
securities;
- •
- establish the form or
terms of debt securities not yet issued;
- •
- evidence and provide
for successor trustees;
- •
- add, change or
eliminate any provision affecting registration as to principal of
debt securities;
- •
- change or eliminate
provisions or add any other provisions that are required or
desirable in accordance with any amendments to the Trust Indenture
Act of 1939, which we refer to in this prospectus as the Trust
Indenture Act, on the condition that this action does not adversely
affect the interests of any holder of debt securities of any series
issued under the indenture in any material respect;
- •
- comply with
requirements of the SEC in order to maintain the qualification of
the indenture under the Trust Indenture Act;
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- •
- provide for
uncertificated debt securities in addition to or in place of
certificated debt securities;
- •
- make any change that
would provide additional rights or benefits to holders of debt
securities or any series, or that does not adversely affect the
legal rights of such holders under the indenture;
- •
- supplement any
provisions of the indenture to facilitate defeasance and discharge
of any series of debt securities, provided such action will not
adversely affect the interest of the holders of debt securities of
such series or any other series;
- •
- conform text of the
indenture or any debt securities to the description thereof in any
prospectus supplement;
- •
- cure any ambiguity or
correct any mistake; or
- •
- to make any other
provision with respect to the indenture, provided that such actions
will not adversely affect the interests of the holders, as
determined in good faith by the board of directors of the
company. (Section 901).
In addition,
with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding debt securities of
all series affected by the supplemental indenture, we and the
trustee may execute supplemental indentures adding any provisions
to or changing or eliminating any of the provisions of the
indenture or any supplemental indenture or modifying the rights of
the holders of debt securities of that series. No such supplemental
indenture may, however, without the consent of the holder of each
debt security that is affected:
- •
- change the time for
payment of principal or interest on any debt security;
- •
- reduce the principal
of, or any installment of principal of, or interest on, any debt
security;
- •
- reduce the amount of
premium, if any, payable upon the redemption of any debt
security;
- •
- change any obligation
of the company to pay additional amounts;
- •
- reduce the amount of
principal payable upon acceleration of the maturity of an original
issue discount debt security;
- •
- impair the right to
institute suit for the enforcement of any payment on or for any
debt security;
- •
- reduce the percentage
in principal amount of the outstanding debt securities of any
series the consent of whose holders is required for modification or
amendment of the indenture or for waiver of compliance with certain
provisions of the indenture or for waiver of certain
defaults;
- •
- modify the provisions
relating to waiver of some defaults or any of the foregoing
provisions;
- •
- change the currency
of payment;
- •
- adversely affect the
right to repayment of debt securities of any series at the option
of the holders of those debt securities; or
- •
- change the place of
payment. (Section 902).
Any
supplemental indenture will be filed with the SEC as an exhibit
to:
- •
- a post-effective
amendment to the registration statement of which this prospectus is
a part;
- •
- an annual report on
Form 10-K;
- •
- a quarterly report on
Form 10-Q; or
- •
- a current report on
Form 8-K.
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Defeasance and Covenant Defeasance
When we use the
term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee
sufficient cash or government obligations to pay the principal,
interest, any premium and any mandatory sinking fund or analogous
payments due to the stated maturity or a redemption date of the
debt securities of a particular series, then at our
option:
- •
- we will be discharged
from our obligations for the debt securities of that series, the
holders of the debt securities of the affected series will no
longer be entitled to the benefits of the indenture, except for
registration of transfer and exchange of debt securities and
replacement of lost, stolen or mutilated debt securities, and those
holders may look only to the deposited funds or obligations for
payment, which is referred to as "defeasance"; or
- •
- we will no longer be
under any obligation to comply with certain covenants under the
indenture as it relates to that series, and some events of default
will no longer apply to us, which is referred to as "covenant
defeasance." (Sections 403 and 1501).
Unless the
applicable prospectus supplement specifies otherwise and except as
described below, the conditions to both defeasance and covenant
defeasance are as follows:
- •
- it must not result in
a breach or violation of, or constitute a default or event of
default under, the indenture, or result in a breach or violation
of, or constitute a default under, any other of our material
agreements or instruments;
- •
- certain
bankruptcy-related defaults or events of default with respect to us
must not have occurred and be occurring during the period
commencing on the date of the deposit of the trust funds to defease
the debt securities and ending on the 91st day after that
date;
- •
- we must deliver to
the trustee an officer's certificate and an opinion of counsel
addressing compliance with the conditions of the defeasance or
covenant defeasance; and
- •
- we must comply with
any additional conditions to the defeasance or covenant defeasance
that the indenture may impose on us. (Sections 403 and
1501).
In the event
that government obligations deposited with the trustee for the
defeasance of such debt securities decrease in value or default
subsequent to their being deposited, we will have no further
obligation, and the holders of the debt securities will have no
additional recourse against us, for any decrease in value or
default. If indicated in the prospectus supplement, in addition to
obligations of the United States or an agency or instrumentality of
the United States, government obligations may include obligations
of the government or an agency or instrumentality of the government
issuing the currency in which debt securities of such series are
payable.
We may exercise
our defeasance option for the debt securities even if we have
already exercised our covenant defeasance option. If we exercise
our defeasance option, payment of the debt securities may not be
accelerated because of default or an event of default. If we
exercise our covenant defeasance option, payment of the debt
securities may not be accelerated because of default or an event of
default with respect to the covenants to which the covenant
defeasance is applicable. If, however, acceleration occurs, the
realizable value at the acceleration date of the money and
government obligations in the defeasance trust could be less than
the principal and interest then due on the debt securities, because
the required deposit in the defeasance trust is based on scheduled
cash flow rather than market value, which will vary depending on
interest rates and other factors.
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Conversion and Exchange Rights
The debt
securities of any series may be convertible into or exchangeable
for other securities of our company or another issuer or property
or cash on the terms and subject to the conditions set forth in the
applicable prospectus supplement. (Section 301).
Governing Law
The indenture
and the debt securities will be governed by, and construed under,
the laws of the State of New York without regard to conflicts of
laws principles thereof.
Regarding the Trustee
We may from
time to time maintain lines of credit, and have other customary
banking relationships, with the trustee under the
indenture.
The indenture
and provisions of the Trust Indenture Act that are incorporated by
reference therein contain limitations on the rights of the trustee,
should it become one of our creditors, to obtain payment of claims
in certain cases or to realize on certain property received by it
in respect of any such claim as security or otherwise. The trustee
is permitted to engage in other transactions with us or any of our
affiliates; provided, however, that if it acquires any conflicting
interest (as defined under the Trust Indenture Act), it must
eliminate such conflict or resign.
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DESCRIPTION OF CAPITAL STOCK
The following
description of our capital stock summarizes general terms and
provisions that apply to our capital stock and provisions of our
restated articles of incorporation and amended and restated bylaws.
This description is only a summary. For more detailed information,
you should refer to our restated articles of incorporation and
amended and restated bylaws filed as exhibits to the registration
statement, of which this prospectus is a part and incorporated by
reference into this prospectus. See "Where You Can Find More
Information."
General
Our authorized
capital stock consists of 120,000,000 shares of common stock, no
par value per share, and 2,000,000 shares of preferred stock, no
par value per share. As of September 13, 2018, 51,435,224
shares of our common stock were outstanding. As of the date of this
prospectus, no shares of our preferred stock were
outstanding.
Common Stock
Holders of our
common stock are entitled to one vote for each share held of record
on all matters on which shareholders are generally entitled to
vote. The majority of votes cast by the holders of shares entitled
to vote on an action at a meeting at which a quorum is present is
generally required to take shareholder action, unless a greater
vote is required. Directors are elected by a plurality of the votes
cast at any election, but the election of a director-nominee in an
uncontested election requires a majority vote under our Principles
of Corporate Governance. There is no cumulative voting of
shares.
Holders of our
common stock are entitled to receive dividends when, as and if
declared by our board of directors out of funds legally available
for the payment of dividends. Upon the liquidation, dissolution or
winding up of the Company, holders of common stock are entitled to
share pro rata in any assets available for distribution to
shareholders after payment of all obligations of the Company and
after provision has been made with respect to each class of stock,
if any, having preference over the common stock. Holders of common
stock do not have cumulative voting rights or preemptive,
subscription or conversion rights and shares of common stock are
not redeemable. The shares of common stock presently outstanding
are duly authorized, validly issued, fully paid and non-assessable.
There will be a prospectus supplement relating to any offering of
common stock offered by this prospectus.
Preferred Stock
Our board of
directors is authorized to issue from time to time up to
2 million shares of preferred stock without shareholder
approval. Our board of directors has the discretion to determine
the rights, preferences and limitations, including voting rights,
dividend rights, conversion rights, redemption privileges and
liquidation preferences. It is not possible to state the actual
effect of the issuance of any shares of preferred stock on the
rights of the holders of common stock until our board of directors
determines the specific rights associated with the preferred stock.
The effects of issuing preferred stock could include one or more of
the following:
- •
- decreasing the amount
of earnings and assets available for distribution to holders of
common stock;
- •
- restricting dividends
on the common stock;
- •
- diluting the voting
power of the common stock;
- •
- impairing the
liquidation rights of the common stock; or
- •
- delaying, deferring
or preventing changes in our control or management.
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As of the date
of this prospectus, there were no shares of preferred stock
outstanding.
Anti-Takeover Effects of Michigan Law and Our Certificate of
Incorporation and Bylaws
The directors
of the Company serve staggered three-year terms. Directors may not
be removed without cause. The restated articles of incorporation
also set the minimum and maximum number of directors constituting
the entire board at three and fifteen, respectively, with the exact
number to be determined by the board from time to time.
Our restated
articles of incorporation and amended and restated bylaws contain
provisions that could have the effect of delaying, deterring or
preventing a merger, tender offer or other takeover attempt. Our
restated articles of incorporation authorize the board to issue up
to 120 million shares of common stock (less shares already
outstanding or reserved for issuance) and up to two million shares
of preferred stock without shareholder approval. In addition, the
restated articles of incorporation provide that shareholder action
without a meeting requires the unanimous consent of the
shareholders, unless the applicable action has been approved by the
Board prior to execution of the shareholder consent. Our amended
and restated bylaws permit incumbent directors to fill any
vacancies on the board of directors, however occurring, whether by
an increase in the number of directors, death, resignation,
retirement, disqualification, removal from office or otherwise,
unless filled by proper action of the shareholders. Furthermore,
our amended and restated bylaws require shareholders to give
advance notice of director nominations and proposals to be
presented at meetings of shareholders.
These
provisions may delay shareholder actions with respect to business
combinations and the election of new members to our board of
directors. As such, the provisions could discourage open market
purchases of our common stock because a shareholder who desires to
participate in a business combination or elect a new director may
consider them disadvantageous.
Subject to
certain exceptions, Chapter 7A of the Michigan Business
Corporation Act prohibits a corporation from engaging in any
business combination with an interested shareholder (generally
defined as a shareholder who beneficially owns 10% or more of the
voting power of the Company) unless approved by (1) 90% of the
votes of each class of stock entitled to vote and
(2) two-thirds of the votes of each class of stock entitled to
be cast by the shareholders other than the interested shareholder.
We are currently not subject to Chapter 7A but may opt in at
any time by resolution of our board of directors.
Nasdaq Global Market Listing
Our common
stock is listed on the Nasdaq Global Market under the symbol
"RMTI."
Transfer Agent and Registrar
The transfer
agent and registrar for our common stock is American Stock
Transfer & Trust Company.
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DESCRIPTION OF WARRANTS
We may issue
other warrants in the future for the purchase of debt securities,
common stock, preferred stock, units or other securities. Warrants
may be issued independently or together with debt securities,
common stock, preferred stock or units offered by any prospectus
supplement and/or other offering material and may be attached to or
separate from any such offered securities. Each series of warrants
will be issued under a separate warrant agreement to be entered
into between us and a bank or trust company, as warrant agent,
provided that we may also act as warrant agent and enter into
warrant agreements directly with the purchasers of securities
offered pursuant to this prospectus. In each case, the terms of the
warrants will be set forth in the prospectus supplement and/or
other offering material relating to the particular issue of
warrants. The warrant agent, if any, will act solely as our agent
in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders of
warrants or beneficial owners of warrants.
The following
summary of certain provisions of the warrants we may issue in the
future does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all provisions of the
warrant agreements.
Reference is
made to the prospectus supplement and/or other offering material
relating to the particular issue of warrants offered pursuant to
such prospectus supplement and/or other offering material for the
terms of and information relating to such warrants, including,
where applicable:
- •
- the designation,
aggregate principal amount, currencies, denominations and terms of
the series of debt securities purchasable upon exercise of warrants
to purchase debt securities and the price at which such debt
securities may be purchased upon such exercise;
- •
- the number of shares
of common stock or preferred stock purchasable upon the exercise of
warrants and the price at which such number of shares of common
stock or preferred stock may be purchased upon such
exercise;
- •
- the designation and
number of units of other securities purchasable upon the exercise
of warrants to purchase other securities and the price at which
such number of units of such other securities may be purchased upon
such exercise;
- •
- the date on which the
right to exercise such warrants shall commence and the date on
which such right shall expire;
- •
- U.S. federal income
tax consequences applicable to such warrants;
- •
- the amount of
warrants outstanding as of the most recent practicable date;
and
- •
- any other terms of
such warrants.
Warrants will
be issued in registered form only. The exercise price for warrants
will be subject to adjustment in accordance with the applicable
prospectus supplement and/or other offering material.
Each warrant
will entitle the holder thereof to purchase such principal amount
of debt securities or such number of shares of common stock,
preferred stock, units or other securities at such exercise price
as shall in each case be set forth in, or calculable from, the
prospectus supplement and/or other offering material relating to
the warrants, which exercise price may be subject to adjustment
upon the occurrence of certain events as set forth in such
prospectus supplement and/or other offering material. After the
close of business on the expiration date, or such later date to
which such expiration date may be extended by us, unexercised
warrants will become void. The place or places where, and the
manner in which, warrants may be exercised shall be specified in
the prospectus supplement and/or other offering material relating
to such warrants.
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Prior to the
exercise of any warrants to purchase debt securities, common stock,
preferred stock, units or other securities, holders of such
warrants will not have any of the rights of holders of the
underlying securities, as the case may be, purchasable upon such
exercise, including the right to receive payments of principal of,
premium, if any, or interest, if any, on the debt securities
purchasable upon such exercise or to enforce covenants in the
applicable indenture, or to receive payments of dividends, if any,
on the common stock purchasable upon such exercise, or to exercise
any applicable right to vote.
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DESCRIPTION OF SUBSCRIPTION
RIGHTS
We may issue
subscription rights to purchase debt securities, common stock,
preferred stock, warrants, units other securities described in this
prospectus or any combination thereof. These subscription rights
may be issued independently or together with any other security
offered by us and may or may not be transferable by the shareholder
receiving the subscription rights in such offering. In connection
with any offering of subscription rights, we may enter into a
standby arrangement with one or more underwriters or other
investors pursuant to which the underwriters or other investors may
be required to purchase any securities remaining unsubscribed for
after such offering.
To the extent
appropriate, the applicable prospectus supplement will describe the
specific terms of the subscription rights to purchase shares of our
securities offered thereby, including the following:
- •
- the date of
determining the shareholders entitled to the rights
distribution;
- •
- the price, if any,
for the subscription rights;
- •
- the exercise price
payable for the debt securities, common stock, preferred stock,
warrants, units or other securities upon the exercise of the
subscription right;
- •
- the number of
subscription rights issued to each shareholder;
- •
- the amount of debt
securities, common stock, preferred stock, warrants, units or other
securities that may be purchased per each subscription
right;
- •
- any provisions for
adjustment of the amount of securities receivable upon exercise of
the subscription rights or of the exercise price of the
subscription rights;
- •
- the extent to which
the subscription rights are transferable;
- •
- the date on which the
right to exercise the subscription rights shall commence, and the
date on which the subscription rights shall expire;
- •
- the extent to which
the subscription rights may include an over-subscription privilege
with respect to unsubscribed securities;
- •
- the material terms of
any standby underwriting or purchase arrangement entered into by us
in connection with the offering of subscription rights;
- •
- any applicable
federal income tax considerations; and
- •
- any other terms of
the subscription rights, including the terms, procedures and
limitations relating to the transferability, exchange and exercise
of the subscription rights.
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DESCRIPTION OF SECURITIES PURCHASE
CONTRACTS
We may issue
securities purchase contracts, which consist of contracts
obligating holders to purchase from us, and obligating us to sell
to the holders, a specified number of shares of common stock,
preferred stock, warrants, units, debt securities or other
securities at a future date or dates, which we refer to in this
prospectus as "securities purchase contracts." The terms and
conditions for any purchase and sale rights or obligations, as well
as the price per share of the underlying securities (if applicable)
and the number or value of the underlying securities, may be fixed
at the time the securities purchase contracts are issued or may be
determined by reference to a specific formula set forth in the
securities purchase contracts.
The securities
purchase contracts may be issued separately or as part of units,
other securities or debt obligations of third parties, including
U.S. treasury securities, securing the holders' obligations to
purchase the securities under the securities purchase contracts.
The securities purchase contracts may require holders to secure
their obligations under the securities purchase contracts in a
specified manner. The securities purchase contracts also may
require us to make periodic payments to the holders thereof or vice
versa, and those payments may be unsecured or refunded on some
basis.
The securities
purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the securities purchase contracts, will
be filed with the SEC in connection with the offering of securities
purchase contracts. The prospectus supplement and/or other offering
material relating to a particular issue of securities purchase
contracts will describe the terms of those securities purchase
contracts, including the following:
- •
- if applicable, a
discussion of material U.S. federal income tax considerations;
and
- •
- any other information
we think is important about the securities purchase
contracts.
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DESCRIPTION OF UNITS
As specified in
the applicable prospectus supplement, we may issue units consisting
of one or more shares of common stock, shares of preferred stock,
debt securities, warrants, subscription rights and securities
purchase contracts, or any combination of the foregoing.
The applicable
prospectus supplement will specify the following terms of the
units:
- •
- the terms of the
underlying securities comprising the units, including whether and
under what circumstances the underlying securities may be traded
separate of the units;
- •
- a description of the
terms of any unit agreement governing the units (if any);
- •
- if appropriate, a
discussion of material U.S. federal income tax considerations;
and
- •
- a description of the
provisions for the payment, settlement, transfer or exchange of the
units.
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PLAN OF DISTRIBUTION
We may sell
securities in any one or more of the following ways from time to
time: (i) through agents; (ii) to or through
underwriters; (iii) through brokers or dealers;
(iv) directly to purchasers, including through a specific
bidding, auction or other process; (v) upon the exercise of
subscription rights that may be distributed to our shareholders; or
(vi) through a combination of any of these methods of sale.
The applicable prospectus supplement and/or other offering material
will contain the terms of the transaction, name or names of any
underwriters, dealers, agents and the respective amounts of
securities underwritten or purchased by them, the initial public
offering price of the securities, and the applicable agent's
commission, dealer's purchase price or underwriter's discount. Any
dealers and agents participating in the distribution of the
securities may be deemed to be underwriters, and compensation
received by them on resale of the securities may be deemed to be
underwriting discounts.
Any initial
offering price, dealer purchase price, discount or commission may
be changed from time to time.
The securities
may be distributed from time to time in one or more transactions,
at negotiated prices, at a fixed price or fixed prices (that may be
subject to change), at market prices prevailing at the time of
sale, at various prices determined at the time of sale or at prices
related to prevailing market prices.
Offers to
purchase securities may be solicited directly by us or by agents
designated by us from time to time. Any such agent may be deemed to
be an underwriter, as that term is defined in the Securities Act,
of the securities so offered and sold.
If underwriters
are utilized in the sale of any securities in respect of which this
prospectus is being delivered, such securities will be acquired by
the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices
determined by the underwriters at the time of sale. Securities may
be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more
underwriters. If any underwriter or underwriters are utilized in
the sale of securities, unless otherwise indicated in the
applicable prospectus supplement and/or other offering material,
the obligations of the underwriters are subject to certain
conditions precedent, and that the underwriters will be obligated
to purchase all such securities if any are purchased.
If a dealer is
utilized in the sale of the securities in respect of which this
prospectus is delivered, we will sell such securities to the
dealer, as principal. The dealer may then resell such securities to
the public at varying prices to be determined by such dealer at the
time of resale. Transactions through brokers or dealers may include
block trades in which brokers or dealers will attempt to sell
shares as agent but may position and resell as principal to
facilitate the transaction or in crosses, in which the same broker
or dealer acts as agent on both sides of the trade. Any such dealer
may be deemed to be an underwriter, as such term is defined in the
Securities Act, of the securities so offered and sold.
Offers to
purchase securities may be solicited directly by us and the sale
thereof may be made directly to institutional investors or others,
who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof.
If so indicated
in the applicable prospectus supplement and/or other offering
material, we may authorize agents and underwriters to solicit
offers by certain institutions to purchase securities at the public
offering price set forth in the applicable prospectus supplement
and/or other offering material pursuant to delayed delivery
contracts providing for payment and delivery on the date or dates
stated in the applicable prospectus supplement and/or other
offering material. Such delayed delivery contracts will be subject
only to those conditions set forth in the applicable prospectus
supplement and/or other offering material.
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Agents,
underwriters and dealers may be entitled under relevant agreements
to indemnification against certain liabilities, including
liabilities under the Securities Act, or to contribution with
respect to payments which such agents, underwriters and dealers may
be required to make in respect thereof. The terms and conditions of
any indemnification or contribution will be described in the
applicable prospectus supplement and/or other offering
material.
We may also
sell shares of our common stock through various arrangements
involving mandatorily or optionally exchangeable securities, and
this prospectus may be delivered in connection with those
sales.
We may engage
in at-the-market offerings into an existing trading market in
accordance with Rule 415(a)(4) under the Securities Act. To
the extent that we make sales through one or more underwriters or
agents in at-the-market offerings, we will do so pursuant to the
terms of a sales agency financing agreement or other at-the-market
offering arrangement between us and the underwriters or agents. If
we engage in at-the-market sales pursuant to any such agreement or
arrangement, we will issue and sell our securities through one or
more underwriters or agents, which may act on an agency basis or a
principal basis. During the term of any such agreement or
arrangement, we may sell securities on a daily basis in exchange
transactions or otherwise as we agreement with the underwriters or
agents. Any such agreement or arrangement will provide that any
securities sold will be sold at prices related to the
then-prevailing market prices for our securities. Therefore, exact
figures regarding proceeds that will be raised or commissions to be
paid cannot be determined at this time. Pursuant to the terms of
the agreement or arrangement, we may agree to sell, and the
relevant underwriters or agents may agree to solicit offers to
purchase blocks of our common stock. The terms of any such
agreement or arrangement will be set forth in more detail in the
applicable prospectus supplement.
We may enter
into derivative, sale or forward sale transactions with third
parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable
prospectus supplement and/or other offering material indicates, in
connection with those transactions, the third parties may sell
securities covered by this prospectus and the applicable prospectus
supplement and/or other offering material, including in short sale
transactions and by issuing securities not covered by this
prospectus but convertible into, or exchangeable for or
representing beneficial interests in such securities covered by
this prospectus, or the return of which is derived in whole or in
part from the value of such securities. The third parties may use
securities received under derivative, sale or forward sale
transactions, or securities pledged by us or borrowed from us or
others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us in
settlement of those transactions to close out any related open
borrowings of stock. The third party in such sale transactions will
be an underwriter and will be identified in the applicable
prospectus supplement (or a post-effective amendment) and/or other
offering material.
Underwriters,
broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from us. Underwriters,
broker-dealers or agents may also receive compensation from the
purchasers of shares for whom they act as agents or to whom they
sell as principals, or both. Compensation as to a particular
underwriter, broker-dealer or agent might be in excess of customary
commissions and will be in amounts to be negotiated in connection
with transactions involving shares. In effecting sales,
broker-dealers may arrange for other broker-dealers to participate
in the resales.
Each series of
securities will be a new issue and, other than the common stock,
which is listed on the Nasdaq Global Market, will have no
established trading market. We may elect to list any series of
securities on an exchange, and in the case of the common stock, on
any additional exchange, but, unless otherwise specified in the
applicable prospectus supplement and/or other offering material, we
shall not be obligated to do so. No assurance can be given as to
the liquidity of the trading market for any of the
securities.
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Agents,
underwriters and dealers may engage in transactions with, or
perform services for us and our respective subsidiaries in the
ordinary course of business.
Any underwriter
may engage in overallotment, stabilizing transactions, short
covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Overallotment involves
sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short covering transactions involve purchases of
the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a
covering transaction to cover short positions. Those activities may
cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue any of
the activities at any time. An underwriter may carry out these
transactions on the Nasdaq Global Market, in the over-the-counter
market or otherwise.
The place and
time of delivery for securities will be set forth in the
accompanying prospectus supplement and/or other offering material
for such securities.
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WHERE YOU CAN FIND MORE
INFORMATION
We file annual,
quarterly and current reports, proxy statements and other
information with the SEC. We also filed a registration statement on
Form S-3, including exhibits, under the Securities Act with
respect to the securities offered by this prospectus. This
prospectus is a part of that registration statement, but does not
contain all of the information included in the registration
statement or the exhibits. You may read and copy the registration
statement and any other document we file at the SEC's Public
Reference Room at 100 F Street, N.E., Washington D.C. 20549.
You can call the SEC at 1-800-SEC-0330 for further information
on the operation of the public reference room. You can also find
our public filings with the SEC on the internet at a web site
maintained by the SEC located at www.sec.gov.
We are
"incorporating by reference" specified documents that we file with
the SEC, which means:
- •
- incorporated
documents are considered part of this prospectus;
- •
- we are disclosing
important information to you by referring you to those documents;
and
- •
- information we file
with the SEC will automatically update and supersede information
contained in this prospectus.
We incorporate
by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act (i) after the date of the registration
statement on Form S-3 filed under the Securities Act with
respect to securities offered by this prospectus and prior to the
effectiveness of such registration statement and (ii) after
the date of this prospectus and before the end of the offering of
the securities pursuant to this prospectus:
- •
-
our Annual Report on Form 10-K for the year ended
December 31, 2017;
- •
-
our Quarterly Report on Form 10-Q (as amended) for the quarter
ended March 31, 2018 and
our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018;
- •
-
our Definitive Proxy Statement on Schedule 14A filed
April 30, 2018 and the
Supplement to the Definitive Proxy Statement on Schedule 14A
filed June 7, 2018;
- •
- our Current Reports
on Form 8-K filed
March 21, 2018;
April 19, 2018;
May 23, 2018
(two filing);
May 25, 2018;
June 7, 2018;
June 19, 2018;
June 21, 2018;
June 21, 2018;
June 27, 2018;
July 13, 2018;
July 25, 2018;
July 30, 2018;
August 3, 2018;
August 7, 2018;
August 8, 2018;
August 14, 2018
(two filing); and
September 4, 2018; and
- •
- the description of
our common stock contained in or incorporated into our Registration
Statement on
Form 8-A filed with the SEC on January 23, 1998,
including any amendment or reports filed for the purpose of
updating such description.
Information in
this prospectus supersedes related information in the documents
listed above, and information in subsequently filed documents
supersedes related information in both this prospectus and the
incorporated documents.
We will
provide, without charge to you, upon written or oral request, a
copy of any or all of the documents incorporated by reference in
this prospectus, other than exhibits to those documents, unless the
exhibits are specifically incorporated by reference in those
documents. Requests should be directed to our principal executive
offices at:
Rockwell Medical, Inc.
30142 Wixom Road
Wixom, Michigan 48393
(248) 960-9009
Attention: David Kull, Secretary
You can also
find these filings on our website at www.rockwellmed.com. We are
not incorporating the information on our website other than these
filings into this prospectus.
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LEGAL MATTERS
The validity of
the securities offered by this prospectus will be passed upon for
us by Foley & Lardner LLP. The validity of the
securities offered by this prospectus will be passed upon for any
underwriters or agents by counsel named in the applicable
prospectus supplement. The opinions of Foley &
Lardner LLP and counsel for any underwriters or agents may be
conditioned upon and may be subject to assumptions regarding future
action required to be taken by us and any underwriters, dealers or
agents in connection with the issuance of any securities. The
opinions of Foley & Lardner LLP and counsel for any
underwriters or agents may be subject to other conditions and
assumptions, as indicated in the prospectus supplement.
EXPERTS
The
consolidated financial statements incorporated in this prospectus
by reference from the Company's
Annual Report on Form 10-K for the year ended
December 31, 2017, and the effectiveness of the Company's
internal control over financial reporting as of December 31,
2017, have been audited by Plante & Moran, PLLC,
independent auditors, as stated in their reports which are
incorporated in this prospectus by reference, and have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
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21,818,544 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 1,360,265 shares of
Common Stock
Warrants to Purchase up to 23,178,809 shares of Common Stock
(and the shares of Common Stock underlying such Pre-Funded
Warrants and Warrants)
PROSPECTUS SUPPLEMENT
H.C.
Wainwright & Co.
September 23, 2020