10/08/2024 | Press release | Distributed by Public on 10/08/2024 07:23
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
38-3317208
(I.R.S. Employer
Identification Number) |
|
|
Ryan A. Murr
Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111 (415) 393-8373 |
| |
Megan C. Timmins
EVP, CLO and Secretary Rockwell Medical, Inc. 30142 S. Wixom Road Wixom, Michigan 48393 (248) 960-9009 |
|
|
Large accelerated filer
|
| | ☐ | | |
Accelerated filer
|
| | ☐ | |
|
Non-accelerated filer
|
| | ☒ | | |
Smaller reporting company
|
| | ☒ | |
| | | | | | |
Emerging growth company
|
| | ☐ | |
| | |
Page
|
| |||
ABOUT THIS PROSPECTUS
|
| | | | 1 | | |
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
|
| | | | 2 | | |
THE COMPANY
|
| | | | 4 | | |
RISK FACTORS
|
| | | | 5 | | |
USE OF PROCEEDS
|
| | | | 6 | | |
DIVIDEND POLICY
|
| | | | 7 | | |
SECURITIES WE MAY OFFER
|
| | | | 8 | | |
DESCRIPTION OF SECURITIES
|
| | | | 9 | | |
PLAN OF DISTRIBUTION
|
| | | | 18 | | |
LEGAL MATTERS
|
| | | | 20 | | |
EXPERTS
|
| | | | 20 | | |
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
| | | | 21 | | |
INFORMATION INCORPORATED BY REFERENCE
|
| | | | 22 | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 14,627 | | |
Printing and engraving expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Transfer agent and registrar fees and expenses
|
| | | | * | | |
Miscellaneous fees and expenses
|
| | | | * | | |
Total
|
| | | $ | * | | |
Exhibit No.
|
| |
Description
|
|
1.1* | | | Form of Underwriting Agreement | |
3.1 | | | | |
3.2 | | | Certificate of Amendment to Certificate of Incorporation of Rockwell Medical, Inc. related to the Reverse Stock Split, dated May 12, 2022 (filed with the SEC as Exhibit 3.1 to the Company's Form 8-K filed on May 13, 2022). | |
3.3 | | | Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (filed with the SEC as Exhibit 3.1 to the Company's Form 8-K filed on April 8, 2022). | |
3.4 | | | | |
4.1 | | | | |
4.2 | | | | |
4.3 | | | | |
4.4 | | | | |
4.5 | | | | |
4.6 | | | | |
4.7 | | | | |
4.8 | | | Common Stock Purchase Warrant, dated July 10, 2023, issued to Armistice Capital Master Fund Ltd. (filed with the SEC as Exhibit 4.1 to the registrant's Form 10-Q filed on August 14, 2023). | |
4.9 | | | | |
4.10* | | | Form of Debt Indenture. | |
4.11* | | | Form of Debt Securities. | |
4.12* | | | Form of Warrant Agreement and Warrant Certificate. | |
4.13* | | | Form of Unit Agreement and Unit Certificate. | |
5.1 | | |
Opinion of Gibson, Dunn & Crutcher LLP.
|
|
23.1 | | |
Consent of EisnerAmper LLP.
|
|
23.2 | | |
Consent of Marcum LLP
|
|
23.3 | | |
Consent of Gibson, Dunn & Crutcher LLP (see Exhibit 5.1).
|
|
24.1 | | |
Power of Attorney (included on Signature Page).
|
|
25.1** | | | Statement of Eligibility of Trustee under the Indenture. | |
107 | | |
Calculation of Filing Fee Table
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Mark Strobeck, Ph.D.
Mark Strobeck, Ph.D.
|
| |
President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) |
| |
October 8, 2024
|
|
|
/s/ Jesse Neri
Jesse Neri
|
| | Senior Vice President, Finance and Principal Accounting Officer | | |
October 8, 2024
|
|
|
/s/ John G. Cooper
John G. Cooper
|
| | Director | | |
October 8, 2024
|
|
|
/s/ Joan Lau, Ph.D.
Joan Lau, Ph.D.
|
| | Director | | |
October 8, 2024
|
|
|
/s/ Allen Nissenson, MD
Allen Nissenson, MD
|
| | Director | | |
October 8, 2024
|
|
|
/s/ Robert S. Radie
Robert S. Radie
|
| | Director | | |
October 8, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Mark H. Ravich
Mark H. Ravich
|
| | Director | | |
October 8, 2024
|
|
|
/s/ Andrea Heslin Smiley
Andrea Heslin Smiley
|
| | Director | | |
October 8, 2024
|
|