Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2019

ROCKWELL MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Michigan		000-23661		38-3317208
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

30142 Wixom Road, Wixom, Michigan 48393

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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, no par value		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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement .

On June 17, 2019, Rockwell Medical, Inc. (the “ Company ”) entered into a purchase agreement (the “ Underwriting Agreement ”) with Piper Jaffray & Co. and Cantor Fitzgerald & Co., as representatives (the “ Representatives ”) of the several underwriters (collectively with the Representatives, the “ Underwriters ”), pursuant to which the Company agreed to issue and sell up to 6,708,334 shares of common stock (the “ Shares ”), which includes 875,000 shares (the “ Optional Shares ”) that may be sold pursuant to an option granted to the Underwriters (the “ Offering ”). The Shares were offered and sold in the Offering at the public offering price of $3.00 per share and were purchased by the Underwriters from the Company at a price of $2.8125 per share.

The Offering was made pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-227363), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”). The Offering closed on June 20, 2019. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities.

Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement filed hereto, providing for a 90-day “lock-up” period with respect to sales of the Company’s common stock, subject to certain exceptions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Bodman PLC, counsel to the Company, has issued an opinion to the Company, dated June 20, 2019, regarding the validity of the Shares. A copy of the opinion is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits .

EXHIBIT INDEX

Exhibit No.		Description
1.1		Purchase Agreement, dated June 17, 2019, among Rockwell Medical, Inc., Piper Jaffray & Co. and Cantor Fitzgerald & Co.
5.1		Opinion of Bodman PLC
23.1		Consent of Bodman PLC (contained in Exhibit 5.1)

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.