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2020-09-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September
25 (September
23, 2020)
ROCKWELL MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
000-23661 |
38-3317208 |
(State or
other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
411 Hackensack Avenue,
Suite 501,
Hackensack,
New Jersey
07601
(Address of principal executive offices, including zip code)
(248)960-9009
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
|
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class |
|
Trading Symbol |
|
Name of Each exchange on which
registered |
Common Stock, par value $0.0001 |
|
RMTI |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
¨
Item
1.01 Entry
into a Material Definitive Agreement.
On September 23, 2020, Rockwell Medical, Inc., a Delaware
corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain purchasers named
therein (the “Purchasers”), pursuant to which the Company agreed to
issue and sell, in a registered direct offering (the “Offering”),
21,818,544 shares of its common stock, par value $0.0001 per share
(the “Common Stock”), and warrants to purchase up to 23,178,809
shares of its Common Stock (the “Warrants”) at a combined purchase
price equal to $1.51 per share and associated warrant to several
institutional and accredited investors. Each Warrant is exercisable
for one share of the Company’s 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.
The Company also offered 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. 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 Company received gross
proceeds of approximately $35.0 million in connection with the
Offering, before deducting placement agent fees and related
offering expenses.
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% (or, at the holder’s option upon issuance, 4.99%) of the
Company’s outstanding Common Stock immediately after exercise, as
such percentage ownership is determined in accordance with the
terms of the Warrant or Pre-Funded Warrant. The Purchase Agreement
contains customary representations and warranties and agreements of
the Company and the Purchasers and customary indemnification rights
and obligations of the parties.
Pursuant to a letter agreement, dated September 22, 2020, as
amended on September 22, 2020 (the “Engagement Letter”), the
Company engaged H.C. Wainwright & Co., LLC as its exclusive
placement agent (the “Placement Agent”) in connection with the
Offering. The Placement Agent agreed to use its reasonable best
efforts to arrange for the sale of the securities in the Offering.
The Company agreed to pay to the Placement Agent a cash fee of 6.0%
of the aggregate gross proceeds 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 agreed to 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 the Purchasers in
the 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.
The Company 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 the Placement Agent during the term of
its engagement or introduced to the Company by the Placement Agent
during the term of its engagement, provides the Company 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 the Engagement Letter.
The foregoing summaries of the Purchase Agreement, the Warrants,
and the Pre-Funded Warrants do not purport to be complete and are
subject to, and qualified in their entirety by, the forms of such
documents attached as Exhibits 10.1, 4.1, and 4.2, respectively, to
this Current Report on Form 8-K, which are incorporated herein by
reference.
The shares of Common Stock, the Warrants, the Pre-Funded Warrants
and the shares of Common Stock issuable thereunder, were offered by
the Company pursuant to a registration statement on Form S-3 (File
No. 333- 227363), which was filed with the Securities and Exchange
Commission (the “Commission”) on September 14, 2018 and was
declared effective by the Commission on October 1, 2018 (the
“Registration Statement”). A copy of the opinion of Gibson, Dunn
& Crutcher LLP relating to the legality of the issuance and
sale of the Securities in the Offering is attached as Exhibit 5.1
hereto.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy securities, nor shall
there be any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Item
9.01
Financial Statements
and Exhibits.
(d) Exhibits.
The following exhibit is being filed herewith:
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
ROCKWELL
MEDICAL, INC. |
|
|
|
Date:
September 25, 2020 |
By: |
/s/ Russell
Ellison |
|
|
Russell
Ellison |
|
|
Chief
Executive Officer |
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